-----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, UAdkKs3r6E8x4xGEVNeQzBD822HTRUwldCR4T5M+x9vYpplj+BgEZpwO7OESE+iY Dh0qs454WleAAbb9PjjXSQ== 0000030697-98-000110.txt : 19981014 0000030697-98-000110.hdr.sgml : 19981014 ACCESSION NUMBER: 0000030697-98-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981012 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981013 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] 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: 98724221 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 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) October 12, 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) Item 5. Other Events. On October 12, 1998, Triarc Companies, Inc. (the "Company") announced that its Board of Directors has formed a Special Committee to evaluate a proposal it has received from Nelson Peltz and Peter W. May, the Chairman and Chief Executive Officer and the President and Chief Operating Officer, respectively, of the Company for the acquisition by an entity to be formed by them of all of the outstanding shares of the Company (other than the 6 million shares owned by an affiliate of Messrs. Peltz and May) for $18 per share payable in cash and securities. The proposal is subject to, among other things, (1) the execution and delivery of a definitive acquisition agreement, (2) receipt of a fairness opinion from the financial adviser to the Special Committee of the Board, (3) receipt of satisfactory financing for the transaction, (4) approval of the proposed transaction by the Special Committee of the Board, the full Board of Directors and the Company's Stockholders and (5) the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There can be no assurance that a definitive acquisition agreement will be executed and delivered or that the proposed transaction will be consummated. The Special Committee is comprised of Mr. David E. Schwab II (Chairman), former New York Governor Hugh L. Carey, Mr. Clive Chajet and Mr. Joseph A. Levato (alternate). In connection with the proposal, the Company has designated an affiliate of Messrs. Peltz and May as the initial contingent transferee of its right of first refusal with respect to the outstanding shares of the Company's Class B Common Stock. The securities proposed to be issued have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold within the United States except pursuant to an exemption from the Securities Act, or in a transaction not subject to the registration requirements of the Securities Act. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy such securities. Copies of the letter setting forth the proposal, the letter agreement relating to the right of first refusal with respect to the Class B Common Stock and the press release issued by the Company announcing the receipt of such proposal are being filed herewith as exhibits hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Letter dated October 12, 1998 from Nelson Peltz and Peter W. May to the Board of Directors of the Company. 99.2 Letter agreement dated October 12, 1998 between the Company and Nelson Peltz and Peter W. May. 99.3 Press release dated October 12, 1998 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: October 12, 1998 By: BRIAN L. SCHORR --------------- Brian L. Schorr Executive Vice President and General Counsel Exhibit Index Exhibit No. Description Page No. - -------- -------------- -------- 99.1 Letter dated October 12, 1998 from Nelson Peltz and Peter W. May to the Board of Directors of the Company 99.2 Letter agreement dated October 12, 1998 between the Company and Nelson Peltz and Peter W. May 99.3 Press release dated October 12, 1998 EX-99.1 2 10-12 LETTER FROM NELSON PELTZ AND PETER W. MAY Exhibit 99.1 NELSON PELTZ PETER W. MAY October 12, 1998 Board of Directors Triarc Companies, Inc. 280 Park Avenue New York. NY 10017 Gentlemen: We are pleased to propose an acquisition of all of the outstanding shares of Common Stock not currently owned by DWG Acquisition Group, L.P. ("Group") on the terms and conditions set forth in this letter. Each holder (other than Group) of Class A Common Stock, par value $.10 per share, and Class B Common Stock, par value $.10 per share (the "Common Stock") of Triarc Companies, Inc. (the "Company") would receive for each share of Common Stock $18.00 payable in cash and securities. The securities, the specific terms of which will be negotiated with the Special Committee referred to below, will be valued on a fully distributed basis in a normalized market. This offer represents an approximate 37% premium over last Friday's closing stock price of $13-3/16. We understand that in transactions of this nature it is typical for a special committee of independent directors (the "Special Committee") to be established to review the acquisition proposal. We suggest that the formation of a Special Committee be accomplished during today's Board of Directors meeting. We will forward in due course to the members of that Special Committee a form of acquisition agreement setting forth our proposed terms and conditions of the proposed transaction. Our proposal is conditioned upon the execution of a definitive acquisi- tion agreement containing the terms and conditions set forth above and such other mutually agreeable terms and conditions as are customary in agreements of this sort, including but not limited to customary representations, warranties, covenants and conditions. It is also subject to, among other things, (1) the approval of the transaction by the Special Committee, the Board of Directors and the Stockholders of the Company, (2) receipt of satisfactory financing for the transaction, (3) receipt of a fairness opinion from the financial adviser to the Special Committee that indicates that the proposed transaction is fair from a financial point of view to the Stockholders of the Company and (4) the expira- tion of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We would like to proceed with this transaction as soon as possible. We reserve the right to modify or withdraw this proposal at any time prior to the execution and delivery of the definitive acquisition agreement in the event that we become aware of any facts or circumstances that we determine, in our sole discretion, make such action appropriate. We will not have any obligation to the Company or its Stockholders with respect to this proposal prior to the execution and delivery of the definitive acquisition agreement. We and our advisers are prepared promptly to meet with the Special Com- mittee and its advisers to answer any questions that may arise regarding our proposal and the proposed transaction. Very truly yours, NELSON PELTZ Nelson Peltz PETER W. MAY Peter W. May EX-99.2 3 10-12 LETTER TO NELSON PELTZ AND PETER W. MAY Exhibit 99.2 October 12, 1998 Messrs. Nelson Peltz and Peter W. May 280 Park Avenue New York, NY 10017 Gentlemen: Triarc Companies, Inc. (the "Company") has a transferable right of first refusal with respect to all of the shares of Class B Common Stock, par value $.10 per share of the Company (the "Right"). To induce you to make the going-private proposal which you have today dis- cussed with us, the Company hereby agrees that if the Right is triggered and the Company determines not to exercise the Right, the Company will immediately as- sign the Right to your affiliate DWG Acquisition Group, L.P. This agreement has been authorized and approved by the Special Committee which was appointed today by the Board of Directors of the Company to consider your proposal. Very truly yours, TRIARC COMPANIES, INC. By: JOHN L. BARNES, JR. ACCEPTED: NELSON PELTZ Nelson Peltz PETER W. MAY Peter W. May EX-99.3 4 PRESS RELEASE Exhibit 99.3 CONTACT: Anne A. Tarbell PRESS RELEASE (212) 451-3030 For Immediate Release TRIARC RECEIVES $18 PER SHARE GOING-PRIVATE PROPOSAL NEW YORK, NY, OCTOBER 12, 1998 -- Triarc Companies, Inc. (NYSE: TRY) announced today that its Board of Directors has formed a Special Committee to evaluate a proposal it has received from Nelson Peltz and Peter May, the Chairman and Chief Executive Officer and the President and Chief Operating Officer, respectively, of the Company, for the acquisition by an entity to be formed by them of all of the outstanding shares of Common Stock of the Company (other than the 6 million shares owned by an affiliate of Messrs. Peltz and May), for $18 per share payable in cash and securities. The proposal represents an approximate 37% premium over last Friday's closing stock price of $13-3/16. The specific terms of the securities will be negotiated with the Special Committee and will be valued on a fully distributed basis in a normalized market. The proposal is subject to, among other things, (1) the execution and delivery of a definitive acquisition agreement, (2) receipt of a fairness opinion from the financial adviser to the Special Committee of the Board, (3) receipt of satisfactory financing for the transaction, (4) approval of the proposed transaction by the Special Committee of the Board, the full Board of Directors and the Company's Stockholders and (5) the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There can be no assurance that a definitive acquisition agreement will be executed and delivered or that the proposed transaction will be consummated. Triarc is a branded consumer products company in beverages (Snapple(R) beverages, Mistic(R) Brands, Stewart's(R) and Royal Crown(R)) and restaurants (Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)). # # # NOTE The securities proposed to be issued have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold within the United States except pursuant to an exemption from the Securities Act, 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 such securities. -----END PRIVACY-ENHANCED MESSAGE-----