-----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, VVXuWLdNkSLxaXU97xn1qn1w8ointbFUz+1Yyk2rwlwjRMD5JhNySZl0MbC1ftig OkgAogtLmjJ5DvWaNlHoAQ== /in/edgar/work/20001103/0000030697-00-000097/0000030697-00-000097.txt : 20001106 0000030697-00-000097.hdr.sgml : 20001106 ACCESSION NUMBER: 0000030697-00-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001103 ITEM INFORMATION: FILED AS OF DATE: 20001103 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: 752927 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 ARBY'S 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): November 3, 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 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press release dated November 3, 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: November 3, 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 November 3, 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 www.triarc.com ARBY'S TO OFFER APPROXIMATELY $290 MILLION OF NOTES New York, NY, November 3, 2000 -- Triarc Companies, Inc. (NYSE: TRY) announced today that its restaurant franchising subsidiary, Arby's, Inc., intends to offer approximately $290 million of fixed rate insured notes ("Notes"), through a special purpose financing vehicle, pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be backed by Arby's franchise royalty payments. The financing is expected to close by the end of the fourth quarter of 2000, and Triarc expects to receive net cash available proceeds of $250 million from the financing, which is net of approximately $30 million of proceeds to be put into a reserve account, as well as transaction fees and expenses. Taking into account the sale of the Snapple Beverage Group and the consummation of the financing, Triarc's cash and investment position will be in excess of $650 million and pro forma debt will be approximately $310 million. Triarc is evaluating options for the use of its cash, including acquisitions, share repurchases and investments. The Notes will be offered only to certain qualified institutional buyers in the United States and to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes proposed to be issued will not be registered under the Securities Act, 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 Notes, nor shall there be any sale of Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Triarc is a leading restaurant franchisor (Arby's(R)and T.J. Cinnamons(R)). # # # Notes to Press Release 1. There can be no assurance that this financing transaction will be completed or that if completed it will raise $290 million. 2. The statements in this press release 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" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). For those statements, Triarc Companies, Inc. (the "Company") claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on our expectations and are susceptible to a number of risks, uncertainties and other factors, and our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the risks and uncertainties affecting the Company and its subsidiaries detailed in the Company's Annual Report on Form 10-K for the year ended January 2, 2000, its Quarterly Reports on Form 10-Q and other current and periodic filings by the Company with the Securities and Exchange Commission, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. The Company 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. In addition, it is the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties. -----END PRIVACY-ENHANCED MESSAGE-----