-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QV9lEOjImmscGOobZMW9RoCm7AeSEXWpcyaZeA/KebzYG7pgjy+o/iaUYI1Nnxc3 BZTA5bG88viUMGP2/M1R4A== 0000030697-98-000014.txt : 19980210 0000030697-98-000014.hdr.sgml : 19980210 ACCESSION NUMBER: 0000030697-98-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980209 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980209 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 98525737 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 8-K 1 TRIARC FORM 8-K - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 1998 TRIARC COMPANIES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-2207 38-0471180 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 280 Park Avenue New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 451-3000 ----------------------------- (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- The statements in this Current Report on Form 8-K that are not historical facts, including, most importantly, those statements preceded by, followed by, or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, constitute "forward-looking statements" that involve risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any outcomes expressed or implied by such forward-looking statements. For those statements, Triarc claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Art of 1995. Such factors include, but are not limited to, the following: success of operating initiatives; development and operating costs; advertising and promotional efforts; brand awareness; the existence or absence of adverse publicity; market acceptance of new product offerings; changing trends in consumer tastes; changes in business strategy or development plans; quality of management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs; availability and cost of raw materials and supplies; changes in, or failure to comply with, government regulations; the costs and other effects of legal and administrative proceedings; pricing pressures resulting from competitive discounting; general economic, business and political conditions in the countries and territories where Triarc operates; the impact of such conditions on consumer spending; and other risks and uncertainties detailed in Triarc's other current and periodic filings with the Securities and Exchange Commission. Triarc will not undertake and specifically declines any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On February 9, 1998, Triarc completed the sale of $360 million principal amount at maturity of its Zero Coupon Convertible Subordinated Debentures due 2018 in a private placement. In addition, Triarc announced that it had purchased one million shares of its Class A Common Stock for an aggregate purchase price of approximately $25.6 million. A copy of the press release with respect to the closing of the transactions is being filed herewith. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated February 9, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRIARC COMPANIES, INC. Date: February 9, 1998 By: BRIAN L. SCHORR --------------------- Brian L. Schorr Executive Vice President and General Counsel EXHIBIT Exhibit No. Description Page No. 99.1 Press release dated February 9, 1998 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: JOHN L. BARNES, JR. 212/451-3060 BRIAN L. SCHORR 212/451-3045 TRIARC COMPANIES, INC. TRIARC COMPLETES SALE OF ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES AND REPURCHASE OF ONE MILLION SHARES OF COMMON STOCK NEW YORK, New York -- February 9, 1998 -- Triarc Companies, Inc. (NYSE: TRY) announced today that it has completed the sale of $360 million principal amount at maturity of its Zero Coupon Convertible Subordinated Debentures due 2018 in a private placement with Morgan Stanley & Co. Incorporated. Such amount included the exercise in full by Morgan Stanley of its option to purchase an additional $90 million principal amount at maturity of Debentures. The Debentures were issued at a discount of 72.177% from the principal amount thereof payable at maturity and generated net proceeds to Triarc of approximately $97 million. The issue price represents a yield to maturity of 6.5% per annum (computed on a semi-annual bond equivalent basis). The Debentures are convertible into Triarc Class A Common Stock at a conversion rate of 9.465 shares per $1,000 principal amount at maturity, which represents an initial conversion price of approximately $29.40 per share of Common Stock. The conversion price will increase over the life of the Debentures at 6.5% per annum computed on a semi-annual bond equivalent basis. The conversion of all of the Debentures into Common Stock would result in the issuance of approximately 2.55 million shares of Common Stock. The Debentures are not redeemable by Triarc prior to February 9, 2003. In connection with the consummation of the sale of the Debentures, Triarc purchased from Morgan Stanley one million shares of Triarc Class A Common Stock for an aggregate price of approximately $25.6 million. The balance of the net proceeds from the sale of Debentures will be used by Triarc for general corporate purposes, which may include working capital, repayment or refinancing of indebtedness and acquisitions and investments. Neither the Debentures, nor the Common Stock issuable upon conversion, were registered initially under the Securities Act of 1933, as amended, and may not be offered or sold within the United States unless so registered or in a transaction not subject to the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Debentures or the Common Stock. Triarc Companies, Inc. is a consumer products company with annualized sales of approximately $1 billion in beverages (Snapple, Mistic, Royal Crown and Stewart's) and restaurants (Arby's). In addition, Triarc has an equity interest in liquefied petroleum gas (National Propane). #### Note to follow NOTE TO PRESS RELEASE The statements in this press release that are not historical facts constitute "forward-looking statements" that involve risks, uncertainties and other factors which may cause actual results to be materially different from those set forth in the forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions; competition; success of operating initiatives; development and operating costs; advertising and promotional efforts; brand awareness; the existence or absence of adverse publicity; acceptance of new product offerings; changing trends in consumer tastes; the success of multi-branding; availability, locations and terms of sites of restaurant development; changes in business strategy or development plans; quality of management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs; availability and cost of raw materials and supplies; changing, or failure to comply with, government regulations; regional weather conditions; changes in wholesale propane prices; the costs and other effects of legal and administrative proceedings and other risks and uncertainties detailed in Triarc's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----