-----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, AZLylAonxzbtXJt3Ckcap9l5ejtBuZ2pytZKfNs4MmrUGt59Kjfr/rzxNyhv4FXJ zHEXOPdvJQonMhcHy50lPg== /in/edgar/work/0000030697-00-000093/0000030697-00-000093.txt : 20001013 0000030697-00-000093.hdr.sgml : 20001013 ACCESSION NUMBER: 0000030697-00-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001012 ITEM INFORMATION: FILED AS OF DATE: 20001012 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: 738911 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 FORM 8-K FOR TRIARC COMPANIES INC. - -------------------------------------------------------------------------------- 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) October 12, 2000 ---------------- TRIARC COMPANIES, INC. ---------------------- (Exact Name of Registrant as Specified in its 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. As previously reported in a Current Report on Form 8-K filed by Triarc Companies, Inc. ("Triarc" and, collectively with its subsidiaries, the "Company") on September 20, 2000, Triarc announced that on September 15, 2000 it had signed a definitive agreement to sell its subsidiaries Snapple Beverage Group, Inc. ("Snapple Beverage Group"), the parent company of Snapple Beverage Corp., Mistic Brands, Inc. and Stewart's Beverages, Inc., and Royal Crown Company, Inc. ("Royal Crown") to a subsidiary of Cadbury Schweppes plc (the "Purchaser") for approximately $910 million in cash plus the assumption of approximately $420 million of debt (the "Snapple Beverage Sale"), subject to post-closing adjustment. The transaction is expected to close in the fourth quarter of 2000, subject to antitrust filings and customary closing conditions. There can be no assurance, however, that the transaction will be consummated. Upon completion of the transaction, the Company will continue to own its restaurant franchising business. Copies of the Agreement and Plan of Merger, the Tax Agreement and press release relating to the sale of Snapple Beverage Group and Royal Crown were previously filed by the Company as exhibits to its Current Report on Form 8-K filed on September 20, 2000. This Form 8-K is being filed to report certain pro forma information as set forth below in connection with the incorporation by reference of such information in a registration statement on Form S-3 to be filed by the Company with respect to the Company's Class A common stock to be issued to the holders (the "Holders") of the Company's zero coupon convertible subordinated debentures due 2018 (the "Debentures") upon any conversion by the Holders of their Debentures following the sale of Snapple Beverage Group and Royal Crown to the Purchaser. The Purchaser has agreed to assume Triarc's obligations under the Debentures; nevertheless, following this assumption, the Debentures will remain convertible into Triarc Class A common stock. The following unaudited pro forma (i) condensed consolidated balance sheet of the Company as of July 2, 2000 and (ii) condensed consolidated statements of operations of the Company for the years ended December 28, 1997, January 3, 1999 and January 2, 2000 and the six months ended July 2, 2000 have been prepared by adjusting such financial statements, as derived from (i) the audited consolidated financial statements in Triarc's Annual Report on Form 10-K for the fiscal year ended January 2, 2000 (the "Triarc Form 10-K") and (ii) the unaudited condensed consolidated financial statements in Triarc's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2000 (the "Triarc Form 10-Q"). Such adjustments to the condensed consolidated balance sheet as of July 2, 2000 are to reflect Snapple Beverage Group (the Company's premium beverage business) and Royal Crown (the Company's soft drink concentrate business) as discontinued operations as of July 2, 2000. Such adjustments to the condensed consolidated statements of operations are to reflect the operations of the premium beverage business and the soft drink concentrate business as discontinued operations as of January 1, 1997. For the year ended December 28, 1997 the adjustments to the condensed consolidated statements of operations to reflect the premium beverage business as a discontinued operation include the results of Snapple Beverage Corp., acquired by the Company on May 22, 1997, and Stewart's Beverages, Inc., acquired by the Company on November 25, 1997, from their respective dates of acquisition. Such pro forma adjustments are described in the accompanying notes to the pro forma condensed consolidated balance sheet and statements of operations which should be read in conjunction with such statements. The unaudited pro forma condensed consolidated financial statements also should be read in conjunction with (i) the Company's audited consolidated financial statements and management's discussion and analysis of financial condition and results of operations appearing in the Triarc Form 10-K and (ii) the Company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations appearing in the Triarc Form 10-Q. The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the actual financial position or results of operations of the Company had the sale of Snapple Beverage Group and Royal Crown actually been consummated on July 2, 2000 and January 1, 1997, respectively, or of the future financial position or results of operations of the Company. Triarc Companies, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet July 2, 2000
As Pro Forma Reported Adjustments Pro Forma -------- ----------- --------- (In thousands) ASSETS Current assets: Cash and cash equivalents $ 153,294 $ (19,970) (a) $ 133,324 Short-term investments 94,552 -- 94,552 Receivables 123,205 (113,588) (a) 9,617 Inventories 85,011 (85,011) (a) -- Deferred income tax benefit 21,786 (12,703) (a) 9,083 Prepaid expenses and other current assets 5,864 (4,867) (a) 997 Net current assets of discontinued operations -- 65,045 (a) 44,026 (3,119) (b) (17,900) (c) ------------- ------------ ------------- Total current assets 483,712 (192,113) 291,599 ------------- ------------ ------------- Investments 14,256 -- 14,256 Properties 69,341 (29,488) (a) 39,853 Unamortized costs in excess of net assets of acquired companies 256,067 (236,882) (a) 19,185 Trademarks 245,817 (239,722) (a) 6,095 Other intangible assets 33,327 (33,040) (a) 287 Deferred costs and other assets 47,942 (20,500) (a) 12,014 (3,745) (d) (11,683) (e) ------------- ------------ ------------- $ 1,150,462 $ (767,173) $ 383,289 ============= ============ ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Current portion of long-term debt $ 42,551 $ (39,578) (a) $ 2,973 Accounts payable 75,942 (54,722) (a) 3,320 (17,900) (c) Accrued expenses 128,406 (79,195) (a) 46,092 (3,119) (b) ------------- ------------ ----------- Total current liabilities 246,899 (194,514) 52,385 Long-term debt 855,912 (720,516) (a) 18,636 (116,760) (d) Net non-current liabilities of discontinued operations -- 231,371 (a) 332,703 113,015 (d) (11,683) (e) Deferred income taxes 98,740 (61,669) (a) 37,071 Deferred income and other liabilities 23,592 (6,417) (a) 17,175 Forward purchase obligation for common stock 86,186 -- 86,186 Stockholders' deficit: Common stock 3,555 -- 3,555 Additional paid-in-capital 204,336 -- 204,336 Accumulated deficit (83,370) -- (83,370) Treasury stock (198,735) -- (198,735) Common stock to be acquired (86,186) -- (86,186) Accumulated other comprehensive deficit (467) -- (467) ------------- ------------ ------------- Total stockholders' deficit (160,867) -- (160,867) ------------- ------------ ------------- $ 1,150,462 $ (767,173) $ 383,289 ============= ============ =============
(a) To reclassify the current and non-current assets and liabilities of the premium beverage business and the soft drink concentrate business as "Net current assets of discontinued operations" and "Net non-current liabilities of discontinued operations," respectively. (b) To reclassify net current liabilities of discontinued operations related to the Company's former utility and municipal services and refrigeration business segments which were sold prior to 1997 and included in "Accrued expenses" to "Net current assets of discontinued operations." (c) To reclassify current liabilities related to raw materials purchased from third party vendors by Triarc on behalf of Snapple Beverage Group and Royal Crown as "Net current assets of discontinued operations" since such liabilities are being assumed by the Purchaser. (d) To reclassify $116,760,000 of Triarc's zero coupon convertible subordinated debentures due 2018 (the "Debentures"), net of unamortized discount $243,240,000 as of July 2, 2000, which are being assumed by the Purchaser in connection with the Snapple Beverage Sale and the related deferred debt costs of $3,745,000 to "Net non-current liabilities of discontinued operations." Such debt is included in "Net non-current liabilities of discontinued operations" since it is being assumed by the Purchaser. (e) To reclassify the deferred financing costs accounted for by Triarc Consumer Products Group, LLC ("TCPG"), the parent company of Snapple Beverage Group, related to $300,000,000 principal amount of 10 1/4% senior subordinated notes due 2009 (the "Notes") which are being assumed by the Purchaser as "Net non-current liabilities of discontinued operations." The Notes and related accrued interest were reclassified in (a) above since Snapple Beverage Group was a co-obligor of the Notes and, accordingly, these obligations were included in the liabilities of the premium beverage business. Triarc Companies, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended December 28, 1997
As Pro Forma Reported Adjustments Pro Forma -------- ----------- --------- (In thousands, except per share data) Revenues: Net sales $ 629,621 $ (555,425) (a) $ 74,196 Royalties, franchise fees and other revenues 66,531 (298) (a) 66,233 ------------ ------------- ------------ 696,152 (555,723) 140,429 ------------ ------------- ------------ Costs and expenses: Cost of sales, excluding depreciation and amortization related to sales 331,391 (272,171) (a) 59,220 Advertising, selling and distribution 183,221 (174,172) (a) 9,049 General and administrative 98,536 (48,034) (a) 50,502 Depreciation and amortization, excluding amortization of deferred financing costs 27,039 (22,576) (a) 4,463 Charges related to post-acquisition transition, integration and changes to business strategies 31,815 (33,815) (a) -- 2,000 (b) Facilities relocation and corporate restructuring charges 7,075 (1,466) (a) 5,609 ------------ ------------ ------------ 679,077 (550,234) 128,843 ------------ ------------ ------------ Operating profit 17,075 (5,489) 11,586 Interest expense (59,069) 42,364 (a) (16,705) Investment income, net 12,737 (738) (a) 11,999 Loss on sale of businesses, net (3,513) (576) (a) (4,089) Other income, net 2,688 (2,515) (a) 173 ------------ ------------ ------------ Income (loss) from continuing operations before income taxes (30,082) 33,046 2,964 Benefit from (provision for) income taxes 6,604 (10,383) (a) (3,059) 720 (e) ------------ ------------ ------------ Loss from continuing operations $ (23,478) $ 23,383 $ (95) ============ ============ ============ Loss from continuing operations per share: Basic $ (.78) (f) $ -- (f) ============ ============ Diluted $ (.78) (f) $ -- (f) ============ ============
Triarc Companies, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended January 3, 1999
As Pro Forma Reported Adjustments Pro Forma -------- ----------- --------- (In thousands, except per share data) Revenues: Net sales $ 735,436 $ (735,436) (a) $ -- Royalties, franchise fees and other revenues 79,600 (977) (a) 78,623 ------------ ------------ ---------- 815,036 (736,413) 78,623 ------------ ------------ ---------- Costs and expenses: Cost of sales, excluding depreciation and amortization related to sales 387,994 (387,994) (a) -- Advertising, selling and distribution 197,877 (196,649) (a) 1,228 General and administrative 112,102 (56,985) (a) 55,117 Depreciation and amortization, excluding amortization of deferred financing costs 35,221 (30,305) (a) 4,916 ------------ ------------ ---------- 733,194 (671,933) 61,261 ------------ ------------ ---------- Operating profit 81,842 (64,480) 17,362 Interest expense (67,914) 48,852 (a) (13,031) 6,031 (c) Investment income, net 11,823 (1,960) (a) 9,863 Gain on sale of businesses 5,016 (5,016) (a) -- Other income, net 1,354 (876) (a) 478 ------------ ------------ ---------- Income from continuing operations before income taxes 32,121 (17,449) 14,672 Provision for income taxes (17,883) 12,828 (a) (7,227) (2,172) (e) ------------ ------------ ---------- Income from continuing operations $ 14,238 $ (6,793) $ 7,445 ============ ============ ========== Income from continuing operations per share: Basic $ .47 (f) $ .25 (f) ============ ========== Diluted $ .45 (f) $ .24 (f) ============ ==========
Triarc Companies, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended January 2, 2000
As Pro Forma Reported Adjustments Pro Forma -------- ----------- --------- (In thousands, except per share) Revenues: Net sales $ 770,943 $ (770,943) (a) $ -- Royalties, franchise fees and other revenues 83,029 (1,243) (a) 81,786 ---------- ----------- ----------- 853,972 (772,186) 81,786 ---------- ----------- ----------- Costs and expenses: Costs of sales, excluding depreciation and amortization related to sales 407,708 (407,708) (a) -- Advertising, selling and distribution 201,451 (200,990) (a) 461 General and administrative 121,779 (60,194) (a) 61,585 Depreciation and amortization, excluding amortization of deferred financing costs 35,315 (29,892) (a) 5,423 Capital structure reorganization related charge 5,474 (3,348) (a) 2,126 Credit related to post-acquisition transition, integration and changes to business strategies (549) 549 (a) -- Facilities relocation and corporate restructuring credits (461) 158 (a) (303) ---------- ----------- ----------- 770,717 (701,425) 69,292 ---------- ----------- ----------- Operating profit 83,255 (70,761) 12,494 Interest expense (84,257) 55,168 (a) (6,260) 7,102 (c) 15,727 (d) Investment income, net 18,468 (1,564) (a) 16,904 Gain on sale of businesses, net 655 533 (a) 1,188 Other income, net 3,559 (1,276) (a) 2,283 ---------- ----------- ----------- Income from continuing operations before income taxes 21,680 4,929 26,609 Provision for income taxes (12,945) 13,173 (a) (7,834) (8,062) (e) ---------- ----------- ----------- Income from continuing operations $ 8,735 $ 10,040 $ 18,775 ========== =========== =========== Income from continuing operations per share: Basic $ .34 (f) $ .72 (f) ========== =========== Diluted $ .32 (f) $ .70 (f) ========== ===========
Triarc Companies, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations Six Months Ended July 2, 2000
As Pro Forma Reported Adjustments Pro Forma -------- ----------- --------- (In thousands, except per share data) Revenues: Net sales $ 414,867 $ (414,867) (a) $ -- Royalties, franchise fees and other revenues 41,320 (642) (a) 40,678 ---------- ----------- ---------- 456,187 (415,509) 40,678 ---------- ----------- ---------- Costs and expenses: Cost of sales, excluding depreciation and amortization related to sales 217,567 (217,567) (a) -- Advertising, selling and distribution 114,618 (114,443) (a) 175 General and administrative 64,447 (32,270) (a) 32,177 Depreciation and amortization, excluding amortization of deferred financing costs 18,465 (15,751) (a) 2,714 Capital structure reorganization related charges 649 (408) (a) 241 ---------- ----------- ---------- 415,746 (380,439) 35,307 ---------- ----------- ---------- Operating profit 40,441 (35,070) 5,371 Interest expense (46,618) 29,439 (a) (1,243) 3,729 (c) 12,207 (d) Investment income, net 21,488 (416) (a) 21,072 Other income, net 934 (699) (a) 235 ---------- ----------- ---------- Income from continuing operations before income taxes 16,245 9,190 25,435 Provision for income taxes (8,935) 4,037 (a) (10,513) (5,615) (e) ---------- ----------- ---------- Income from continuing operations $ 7,310 $ 7,612 $ 14,922 ========== =========== ========== Income from continuing operations per share: Basic $ .31 (f) $ .62 (f) ========== ========== Diluted $ .29 (f) $ .59 (f) ========== ==========
(a) To reclassify the results of operations of the premium beverage business and the soft drink concentrate business aggregating $(24,663,000), $10,652,000, $4,727,000 and $2,709,000 for the years ended December 28, 1997, January 3, 1999 and January 2, 2000 and the six months ended July 2, 2000, respectively, as income (loss) from discontinued operations. (b) To reverse $2,000,000 of net intercompany transaction charges included in "Charges related to post-acquisition transition, integration and changes to business strategies" included in (a) above. (c) To reclassify interest expense, including amortization of deferred financing costs, accounted for by Triarc on the Debentures which are being assumed by the Purchaser as income (loss) from discontinued operations. (d) To reclassify interest expense, including amortization of deferred financing costs, accounted for by TCPG on the Notes which are being assumed by the Purchaser as income (loss) from discontinued operations. Such reclassification of interest expense on the Notes has been reduced by intercompany interest expense on related intercompany debt to TCPG aggregating $11,002,000 and $3,915,000 for the year ended January 2, 2000 and six months ended July 2, 2000, respectively. For the year ended January 2, 2000 such reclassification of interest expense has also been reduced by $1,350,000 of interest expense on the Notes which was allocated to the restaurant franchising business in the historical financial statements of the restaurant franchising business. (e) To reclassify the net income tax benefit related to adjustments in (b), (c) and (d) above, as applicable, at the incremental weighted average Federal and State income tax rates of 36.0% for both the years ended December 28, 1997 and January 3, 1999 and 35.3% and 35.2% for the year ended January 2, 2000 and the six months ended July 2, 2000, respectively, based on the entities to which the adjustments related as income (loss) from discontinued operations. (f) "As reported" and "pro forma" basic and diluted income (loss) from continuing operations per share has been computed by dividing the "as reported" and "pro forma" income (loss) from continuing operations by the shares as follows (in thousands):
Six Months Year Ended Year Ended Year Ended Ended December 28, January 3, January 2, July 2, 1997 1999 2000 2000 ---- ---- ---- ---- Basic: Weighted average common shares outstanding 30,132 30,306 26,015 23,880 ====== ====== ====== ====== Diluted: Common shares for basic income (loss) per share 30,132 30,306 26,015 23,880 Additional common shares from (1) the effect of dilutive stock options computed using the treasury stock method and -- 1,221 818 873 (2) the effect of a dilutive forward purchase obligation for common stock -- -- 110 363 ------ ------ ------ ------ 30,132 31,527 26,943 25,116 ====== ====== ====== ======
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: October 12, 2000 By: /s/Fred H. Schaefer ---------------------------- Fred H. Schaefer Vice President and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----