-----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, CIakJ03wYx47QwsyYXbrhiEQtJuulqyv57ZRI40MzTZCrea0UMj6QM7kNvqp/Ffn a0i4nAjBBzCnpOu5z7g9uw== /in/edgar/work/20000622/0000030697-00-000077/0000030697-00-000077.txt : 20000920 0000030697-00-000077.hdr.sgml : 20000920 ACCESSION NUMBER: 0000030697-00-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000622 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: [2080 ] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 659320 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 0001.txt PRESS RELEASE 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): June 22, 2000 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 June 22, 2000, Triarc Companies, Inc. announced that its Board of Directors has approved a plan for the Triarc Beverage Group to offer for sale, shares of its common stock, through an initial public offering (IPO). The new beverage company, which will be called Snapple Beverage Group, Inc., will own Triarc's premium beverage business and its soft drink concentrates business. Net proceeds from the offering are expected to be used to repay debt under an existing credit facility. Completion of the offering is subject to Securities and Exchange Commission (SEC) review, market conditions and other factors. There can be no assurance that the registration statement relating to the IPO will be filed, that the SEC will declare the registration statement effective or that the proposed IPO will be consummated. A registration statement relating to these securities has not yet been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement is declared effective by the Securities and Exchange Commission. The offering will only be made by means of a prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. A copy of the press release with respect to the proposed IPO is being filed as an exhibit hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press release dated June 22, 2000. 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: June 22, 2000 By: BRIAN L. SCHORR --------------------- Brian L. Schorr Executive Vice President and General Counsel Exhibit Index Exhibit No. Description Page No. - --------- ----------- -------- 99.1 Press release dated June 22, 2000. EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 For Immediate Release CONTACT: Anne A. Tarbell Triarc Companies, Inc 212/451-3030 TRIARC ANNOUNCES PROPOSED INITIAL PUBLIC OFFERING OF ITS BEVERAGE BUSINESS SNAPPLE BEVERAGE GROUP, INC. TO BE LED BY MIKE WEINSTEIN AND THE TRIARC BEVERAGE GROUP MANAGEMENT TEAM New York, NY, June 22, 2000 - Triarc Companies, Inc. (NYSE: TRY) announced today that its Board of Directors has approved a plan for the Triarc Beverage Group to offer for sale, shares of its common stock, through an initial public offering (IPO). The new beverage company, which will be called Snapple Beverage Group, Inc., will own Triarc's premium beverage business (Snapple(R), Mistic(R) and Stewart's(R)) and its soft drink concentrates business (Royal Crown(R), Diet Rite(R), RC Edge(TM) and Nehi(R)). Snapple expects to file a registration statement with the Securities and Exchange Commission in the next few days and expects to complete the offering during the third quarter of 2000, subject to SEC review, market conditions and other factors. Net proceeds from the offering are expected to be used to repay debt under an existing credit facility. Michael F. Weinstein, currently Triarc Beverage Group's Chief Executive Officer, will be Snapple's Chief Executive Officer. Nelson Peltz, Triarc's Chairman and Chief Executive Officer, will be the Chairman and Peter W. May, Triarc's President and Chief Operating Officer will be Vice Chairman. The current senior officers of the Triarc Beverage Group will continue to be the senior officers of the new company. Snapple's Board of Directors will include Messrs. Peltz, May and Weinstein as well as four independent directors. The Snapple Beverage Group will be headquartered in White Plains, N.Y. A registration statement relating to these securities has not yet been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement is declared effective by the Securities and Exchange Commission. The offering will only be made by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Triarc is a leading premium beverage company (Snapple, Mistic and Stewart's), a producer of soft drink concentrates (Royal Crown, Diet Rite, RC Edge and Nehi) and restaurant franchisor (Arby's(R), T.J. Cinnamons(R) and Pasta Connection(R)). # # # (Notes Follow) Notes to Press Release 1. There can be no assurance that the registration statement will be filed, that the Securities and Exchange Commission will declare the registration statement effective or that the proposed IPO will be consummated. 2. Certain statements in the press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, and uncertainties and other factors which may cause the actual results, performance and achievements of Triarc Companies, Inc. (the "Company") or Snapple Beverage Group, Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements made herein with respect to the proposed IPO are forward-looking statements and are subject to the uncertainties and other factors described in the press release. For all "forward-looking statements", the Company claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. Reference is made to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2000 and Quarterly Report on Form 10-Q for the quarter ended April 2, 2000, filed with the Securities and Exchange Commission, for additional information concerning the risks and uncertainties that may affect the forward-looking statements made in this press release. -----END PRIVACY-ENHANCED MESSAGE-----