-----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, OJYd/1i/TNJvH614rJ1zqiyHTadqsZyO0DieKGE+WB8EgRmHCVGg+rDqRQTxEj// hU8jmgQ29sW7sEMHN4w/OQ== 0000030697-99-000074.txt : 19991215 0000030697-99-000074.hdr.sgml : 19991215 ACCESSION NUMBER: 0000030697-99-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991214 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: 99774365 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 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) December 11, 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 December 11, 1999, Snapple Beverage Corp., a subsidiary of Triarc Companies, Inc., signed a letter of intent to acquire Snapple Distributors of Long Island, Inc. for a cash purchase price of $16.8 million, subject to certain post-closing adjustments. Snapple also agreed to pay $2.0 million over a ten year period in consideration for a three-year non-compete agreement by the sellers. The acquisition is expected to close in early 2000 and is subject to customary closing conditions, including the execution of definitive documentation, the satisfactory completion of due diligence and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Accordingly, we can not assure you that the purchase of Long Island Snapple will be completed or, if completed, that Long Island Snapple will be successfully integrated with the operations of Snapple and its subsidiaries. Long Island Snapple is the largest non-company owned distributor of Snapple products and a major distributor of Stewart's products. With a distribution territory including Nassau and Suffolk counties, Long Island Snapple had net sales of approximately $28 million in 1998. A copy of the letter of intent and a press release relating to the foregoing transaction are being filed as exhibits hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 10.1 Letter of intent dated December 11, 1999 among Snapple Distributors of Long Island, Inc., the shareholders of Snapple Distributors of Long Island, Inc. and Snapple Beverage Corp. 99.1 Press Release dated December 13, 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: December 14, 1999 EXHIBIT INDEX Exhibit No. Description Page No. 10.1 -- Letter of intent dated December 11, 1999 among Snapple Distributors of Long Island, Inc., the shareholders of Snapple Distributors of Long Island, Inc. and Snapple Beverage Corp. 99.1 -- Press Release dated December 13, 1999 EX-10.1 2 LETTER OF INTENT EXHIBIT 10.1 December 11, 1999 Snapple Distributors of Long Island, Inc. 120 Adams Blvd. Farmingdale, NY 11735-6614 Attn: Mr. Gilbert Kaplan Dear Mr. Kaplan: This confirms our recent discussions as follows: A. The Proposed Transaction. It is the current intention of the Shareholders of Snapple Distributors of Long Island Inc. ("SDLI"), on the one hand, and Snapple Beverage Corp. or one of its affiliates (collectively "Snapple"), on the other hand, to enter into a transaction (the "Transaction") whereby Snapple will purchase for $16.8 million in cash, subject to negotiated purchase price adjustments (the "Purchase Price"), all of the issued and outstanding capital stock of SDLI. Snapple will also, as a part of the Transaction, pay to certain Shareholders of SDLI, over a ten (10) year period, the aggregate amount of $2 million (without interest), in consideration for their agreement not to compete directly or indirectly with SDLI for a period of three (3) years following the closing of the Transaction (the "Closing"). The Transaction is expressly subject to the satisfaction of customary terms and conditions, including without limitation: 1. A legal, financial and operations due diligence investigation satisfactory to Snapple in its sole discretion; 2. Approval of the Transaction by all current entities which have granted product distribution rights to SDLI, to the extent such approvals are required by written distribution agreements or otherwise; 3. Approval of the Transaction by the Board of Directors of Snapple and Triarc Companies, Inc. and by the Board of Directors and Shareholders of SDLI; 4. The negotiation and execution by Snapple and the Shareholders of SDLI of a definitive Stock Purchase Agreement (the "Definitive Agreement") which will contain provisions, covenants, representations, warranties, closing conditions and indemnities customary in transactions of this nature; and 5. The expiration of the applicable waiting period under the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the absence of third party injunctions. B. HSR Act Filing. As soon as practicable after the date hereof, Snapple or one of its affiliates and the Shareholders of SDLI, to the extent required by law, shall file or cause to be filed notification and report forms in compliance with the HSR Act, and each of the parties hereto shall fully cooperate in making any such filings promptly. C. Preparation of the Definitive Agreement. Following execution of this Letter of Intent, the parties will instruct their respective attorneys to continue drafting and negotiating the Definitive Agreement, it being understood that Snapple has already provided to SDLI an initial draft of the same and that the Shareholders of SDLI and their representatives have commented thereon. Snapple and the Shareholders of SDLI mutually agree to work in good faith to negotiate and execute a mutually acceptable Definitive Agreement as soon as practicable following the date hereof, and, subject to (x) the termination of the applicable waiting period under the HSR Act and (y) the satisfaction of other conditions precedent contained in the Definitive Agreement, consummate the transaction as soon as practicable thereafter. Promptly following the execution and delivery of this Letter of Intent and until the termination of this Letter of Intent (as provided in paragraph H below), SDLI will provide, upon reasonable prior written notice, Snapple and its affiliates and their respective officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (collectively the "Representatives") with reasonable access, at reasonable times, to all officers, key employees and accountants of SDLI and to its assets, properties, contracts, books and records and all such other information and data concerning the business and operations of SDLI as Snapple or any of such Representatives [or other persons] may reasonably request in connection with such investigation; provided, that such access shall not unreasonably interfere with the business and operations of SDLI. D. Announcements. SDLI and the Shareholders of SDLI understand and acknowledge that Snapple and/or its affiliates may make a public announcement of the proposed transaction immediately following the execution of this Letter of Intent, that Snapple and its affiliates and their representatives may disclose details regarding the proposed transaction to potential financing sources, and that Snapple and/or its affiliates intends to file this Letter of Intent with the United States Securities and Exchange Commission; provided that prior to making any public announcement relating to the Transaction, Snapple and/or its affiliates and their representatives shall have provided a copy of any proposed press release or announcement to SDLI and shall have received the prior consent of SDLI with respect thereto, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, receipt of the prior consent of SDLI shall not be required in connection with any filings required to be made by Snapple and/or its affiliates with the United States Securities and Exchange Commission. Each of the parties hereto acknowledge that this Letter of Intent shall be included with (x) the respective filings contemplated by Paragraph B and (y) certain public filings made by affiliates of Snapple. SDLI and/or its Shareholders shall not make any public disclosure or announcement regarding the transactions contemplated by this Letter of Intent (other than such disclosures to the employees of SDLI as SDLI deems reasonably necessary) without the prior written consent of Snapple, which consent shall not be unreasonably withheld or delayed. E. No Solicitation Period. In consideration of the substantial expenditure of time, effort and expense to be undertaken by Snapple and its representatives upon execution and delivery of this Letter of Intent, SDLI and the Shareholders of SDLI hereby agree that, until the termination of this Letter of Intent (as provided in paragraph H below), neither SDLI nor its respective shareholders, officers, directors or employees or any investment banker, attorney or accountant or other representative retained by SDLI shall solicit, encourage the solicitation of, or enter into, negotiations of any type, directly or indirectly, or enter into a letter of intent or purchase agreement, merger agreement or other similar agreement with any person, firm or corporation, other than Snapple, with respect to a merger, consolidation, business combination, sale of all or any substantial part of the capital stock or assets of SDLI, liquidation or similar extraordinary transaction with respect to SDLI, nor shall SDLI or any such persons furnish or cause to be furnished any information regarding SDLI to any person that is considering any such transaction involving SDLI. If SDLI or any of its representatives receives an offer, inquiry or informational request from any such person, SDLI will promptly advise such person in writing of the provisions of this paragraph and shall provide a copy of such notice to Snapple. F. No Agreement. This Letter of Intent is intended to evidence the current intentions of the parties with respect to the Transaction as reflected in discussions between the parties hereto to date, and it is expressly understood and agreed that (a) this Letter of Intent is not intended to, and does not, constitute an agreement to consummate the Transaction or to enter into the Definitive Agreement and (b) the parties hereto have no rights or obligations of any kind whatsoever relating to the Transaction by virtue of (i) this Letter of Intent; (ii) any past, present or future approvals by or conduct of the management or board of directors of Snapple or SDLI (or any affiliate thereof), as the case may be; (iii) any other past, present or future written or oral indications or assent, or indications of results of negotiations or agreement to some or all matters then under discussion; or (iv) any other written or oral expression by the parties hereto or their respective representatives unless and until the Definitive Agreement is executed and delivered; provided, however, that the respective provisions and obligations of Snapple, SDLI and the Shareholders of SDLI contained in this paragraph and paragraphs B, C, D, E, G, H, I, J and K will be binding upon Snapple, SDLI and the Shareholders of SDLI, as the case may be, when each has signed a copy of this Letter of Intent in the manner provided below. G. Representations and Warranties. Each of the parties hereto hereby represents and warrants that, except to the extent expressly set forth herein, it is free to enter into this Letter of Intent and to consummate the transactions contemplated hereby and that such party has neither breached nor been induced by any other party hereto to breach any agreement or understanding with or obligation to any third party in respect of any transaction of a nature described in Paragraph E above. H. Termination. The provisions of this Letter of Intent, other than those set forth in paragraphs F and I, will terminate on the earlier to occur of (x) the execution of the Definitive Agreement and (y) January 31, 2000. I. Fees. Except as expressly set forth herein, whether or not the transactions contemplated hereby are consummated, each of Snapple, on the one hand, and SDLI and the Shareholders of SDLI, on the other hand shall pay its and their own respective costs and expenses (including, without limitation, brokers', legal, investment banking and other financial advisory fees) incurred in connection with the preparation and negotiation of this Letter of Intent and the Definitive Agreement. J. Entire Agreement. This Letter of Intent sets forth the entire understanding and agreement of the parties hereto and their affiliates with regard to the subject matter of this Letter of Intent and supersedes all prior and contemporaneous agreements, arrangements or understandings relating thereto. K. Miscellaneous. This Letter of Intent (a) may be modified or amended only by a written agreement executed and delivered by each of the parties hereto, (b) may be executed in one or more counterparts, each such counterpart being deemed an original instrument and all such counterparts together constituting the same agreement, and (c) shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements to be performed entirely within such State. If the foregoing correctly sets forth our agreement, please so indicate in the space provided below and return one signed copy of this Letter of Intent to the undersigned at the address set forth above via fax and courier. Sincerely yours, SNAPPLE BEVERAGE CORP. By: RICHARD B. ALLEN ----------------------------- Name: Richard B. Allen Title: Senior Vice President SNAPPLE DISTRIBUTORS OF LONG ISLAND, INC. By: GILBERT KAPLAN ------------------------------ Name: Gilbert Kaplan Title: President SHAREHOLDERS OF SNAPPLE DISTRIBUTORS OF LONG ISLAND, INC. By: GILBERT KAPLAN ------------------------------ Gilbert Kaplan By: MARILYN KAPLAN ------------------------------ Marilyn Kaplan By: ROBIN KAPLAN-GOLDSTEIN ------------------------------ Robin Kaplan-Goldstein By: IRENE GRAULICH ------------------------------ Irene Graulich Gilbert Kaplan 12/30/93 Trust By: MARILYN KAPLAN ------------------------------ Name: Marilyn Kaplan Trustee Gilbert Kaplan 12/31/93 Trust By: MARILYN KAPLAN ------------------------------ Name: Marilyn Kaplan Trustee EX-99.1 3 PRESS RELEASE EXHIBIT 99.1 For Immediate Release CONTACT: Anne A. Tarbell Triarc Companies, Inc. 212/451-3030 www.triarc.com TRIARC BEVERAGE GROUP TO ACQUIRE SNAPPLE DISTRIBUTORS OF LONG ISLAND New York, NY, December 13, 1999 - Triarc Companies, Inc. (NYSE: TRY) announced today that its subsidiary Snapple Beverage Corp., has signed a letter of intent to acquire Snapple Distributors of Long Island, Inc. (Long Island Snapple) for a cash purchase price of $16.8 million, plus certain other consideration. The acquisition is expected to close in early 2000 and is subject to customary closing conditions, including the execution of definitive documentation, the satisfactory completion of due diligence and the expiration of the waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976. Long Island Snapple is the largest non-company owned distributor of Snapple(R) products and a major distributor of Stewart's(R) products. With a distribution territory including Nassau and Suffolk counties, Long Island Snapple had net sales of approximately $28 million in 1998. Commenting on the transaction, Michael Weinstein, Chief Executive Officer of the Triarc Beverage Group said: "As with our recently completed acquisition of Millrose Distributors, we believe this transaction will enhance our ability to serve key retail customers while providing financial benefits to Triarc. We have watched the Kaplan family build Long Island Snapple over the last 20 years into a highly successful distribution operation. Throughout this time, we have enjoyed an excellent relationship with Gill Kaplan and his team. We look forward to rapidly integrating their operations into Mr. Natural and Millrose, our company-owned New York City, Westchester County and northern New Jersey distributors." Weinstein added: "To further enhance our leadership in the premium beverage segment, Triarc Beverage Group will continue to evaluate opportunities to strengthen our distribution network, particularly in regions which are contiguous to our company-owned operations. Following the acquisition of Long Island Snapple, company-owned operations will account for approximately 22% of our premium beverage volume." Triarc is a branded consumer products company in beverages (Snapple, Mistic(R), Stewart's and Royal Crown(R)) and restaurants (Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)). # # # Note Follows NOTE There can be no assurance that the proposed acquisition of Long Island Snapple will be completed, or, if completed, that Long Island Snapple will be successfully integrated with the operations of Triarc and its subsidiaries, including Mr. Natural, Inc. and Millrose Distributors, Inc. In addition, there can be no assurance that Triarc will be able to identify and effect any other acquisitions or business combinations or, if completed, that any such acquisitions or business combinations will be successfully integrated with the operations of Triarc and its subsidiaries. -----END PRIVACY-ENHANCED MESSAGE-----