-----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, QU7oqajKBhAsbdeTkq+/Ff1mozZv2iKeqvCtS5fsNjD+0cE2XsTWZIC3CACgZLEs 62zNVR+ivJw7fHs+3LaFGQ== 0000030697-99-000022.txt : 19990301 0000030697-99-000022.hdr.sgml : 19990301 ACCESSION NUMBER: 0000030697-99-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990225 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990226 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: 99551120 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) February 25, 1999 TRIARC COMPANIES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-2207 38-0471180 ----------------- -------------- -------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 280 Park Avenue New York, NY 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 February 25, 1999, Triarc Consumer Products Group, LLC ("Triarc LLC"), a new wholly-owned subsidiary of Triarc Companies, Inc. ("Triarc") which owns Triarc's premium beverage, restaurant franchising and soft drink concentrates businesses, completed the sale of $300 million principal amount of 10.25% Senior Subordinated Notes due 2009 (the "Notes"), pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"). Concurrently, subsidiaries of Triarc LLC entered into a new $535 million Senior Secured Credit Facility. On February 25, 1999, RC/Arby's Corporation, a subsidiary of Triarc, announced that it is redeeming its $275 million principal amount of 9 3/4% Senior Secured Notes due 2000 on March 30, 1999 at a redemption price of 102.786% of the principal amount, plus accrued and unpaid interest. The Notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes. A copy of a press release with respect to the foregoing transactions is being filed as an exhibit hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release dated February 25, 1999. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. TRIARC COMPANIES, INC. By: BRIAN L. SCHORR Brian L. Schorr Executive Vice President and General Counsel Dated: February 26, 1999 EXHIBIT INDEX Exhibit No. Description Page No. - -------- ----------- -------- 99.1 -- Press Release dated February 25, 1999 EX-99.1 2 PRESS RELEASE DATED 2/25/99 Exhibit 99.1 TRIARC COMPANIES, INC. RC/ARBY'S CORPORATION 280 PARK AVENUE 1000 CORPORATE DRIVE NEW YORK, NY 10017 FT. LAUDERDALE, FL 33334 FOR IMMEDIATE RELEASE CONTACT: ANNE A. TARBELL Triarc Companies, Inc 212/451-3030 www.triarc.com TRIARC COMPLETES $835 MILLION OF DEBT FINANCINGS $300 MILLION 10.25% SENIOR SUBORDINATED NOTE PRIVATE PLACEMENT AND $535 MILLION SENIOR SECURED CREDIT FACILITY ARE COMPLETED RC/ARBY'S $275 MILLION SENIOR SECURED NOTES TO BE REDEEMED AT 102.786% PLUS ACCRUED AND UNPAID INTEREST ON MARCH 30, 1999 NEW YORK, NY, FEBRUARY 25, 1999 -- Triarc Companies, Inc. (NYSE: TRY) ("Triarc") announced today that it completed the sale of $300 million principal amount 10.25% senior subordinated notes due 2009, pursuant to Rule 144A of the Securities Act of 1933, as amended. Concurrently, Triarc entered into a new $535 million senior secured credit facility. RC/Arby's Corporation, a subsidiary of Triarc, also announced today that it is redeeming its $275 million principal amount 9 3/4% senior secured notes due 2000 on March 30, 1999 at a redemption price of 102.786% of the principal amount, plus accrued and unpaid interest. Both financings were issued through a new wholly-owned subsidiary, Triarc Consumer Products Group, LLC, which owns Triarc's premium beverage (Snapple(R), Mistic(R) and Stewart's(R)), restaurant franchising (Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)) and soft drink concentrates (Royal Crown(R), Diet Rite(R) and Nehi(R)) businesses. Triarc Consumer Products Group will use the net proceeds from the financings to: (a) redeem the RC/Arby's notes at a price of 102.786% plus accrued and unpaid interest; (b) refinance Triarc Beverage Group's existing credit facility ($284.3 million principal amount outstanding); (c) pay for the recently announced acquisition of Millrose Distributors, Inc., a distributor of Snapple and Stewart's products (approximately $17.3 million); (d) pay customary fees and expenses (approximately $30 million) and (e) fund a distri- bution to Triarc with the remaining proceeds. Triarc will use the distribution to partially fund the previously announced going-private transaction proposed by Nelson Peltz and Peter W. May, Triarc's Chairman and Chief Executive Officer and President and Chief Operating Officer, respectively, if such transaction is consummated, and/or for general corporate purposes, which may include working capital, future acquisitions and investments, repayment or refinancing of indebtedness or restructurings or repurchases of Triarc securities. The notes issued pursuant to the private placement have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Triarc Consumer Products Group is obligated to cause a registration statement with respect to a registered exchange offer or with respect to resales of the notes to be declared effective no later than August 24, 1999. 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 the 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 any state or jurisdiction. Triarc is a leading premium beverage company (Snapple, Mistic and Stewart's), a restaurant franchisor (Arby's, T.J. Cinnamons and Pasta Connection) and a producer of soft drink concentrates (Royal Crown, Diet Rite and Nehi). # # # Note Follows NOTE TO PRESS RELEASE There can be no assurance that the proposed going-private transaction will be consummated or that the Securities and Exchange Commission will declare effective the registration statement with respect to the registered exchange offer for, or with respect to resales of, the notes. -----END PRIVACY-ENHANCED MESSAGE-----