-----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, J8XIsLNDTTcbTA1RBSdPUrvsCaaXmnsGpCiHCqWNL7WlVy2QzzBqWWDWR4UzC+Lv 6O2R5nLEOBA+Kh3OBKFzog== 0000030697-99-000077.txt : 19991224 0000030697-99-000077.hdr.sgml : 19991224 ACCESSION NUMBER: 0000030697-99-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991223 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: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 99780114 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 23, 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 23, 1999, Triarc Companies, Inc. announced that the registration statement on Form S-4, relating to Triarc Consumer Products Group, LLC's and Triarc Beverage Holdings Corp.'s $300 million of 10 1/4% senior subordinated notes due 2009 (the "Exchange Notes"), has been declared effective by the Securities and Exchange Commission. In February 1999, Triarc Consumer Products Group, LLC and Triarc Beverage Holdings Corp., subsidiaries of Triarc, sold $300 million of their 10 1/4% senior subordinated notes due 2009 in a private placement pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Initial Notes"). The registration statement was filed to permit holders of Initial Notes to exchange Initial Notes for Exchange Notes. 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 the registration or qualification under the securities laws of any such state. A copy of a press release relating to the foregoing is filed as an exhibit hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release dated December 23, 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 ------------------------ Executive Vice President and General Counsel Dated: December 23, 1999 EXHIBIT INDEX Exhibit No. Description Page No. 99.1 -- Press Release dated December 23, 1999 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 For Immediate Release CONTACT: Anne A. Tarbell Triarc Companies, Inc. 212/451-3030 www.triarc.com REGISTRATION STATEMENT OF TRIARC SUBSIDIARIES DECLARED EFFECTIVE Exchange offer to expire January 26, 2000 New York, NY, December 23, 1999 - Triarc Companies, Inc. (NYSE: TRY) announced today that the registration statement on Form S-4, relating to Triarc Consumer Products Group, LLC's and Triarc Beverage Holdings Corp.'s $300 million of 10 1/4% senior subordinated notes due 2009 (the "Exchange Notes"), has been declared effective by the Securities and Exchange Commission. In February 1999, Triarc Consumer Products Group, LLC and Triarc Beverage Holdings Corp., subsidiaries of Triarc, sold $300 million of their 10 1/4% senior subordinated notes due 2009 in a private placement pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Initial Notes"). The registration statement was filed to permit holders of Initial Notes to exchange Initial Notes for Exchange Notes. The terms of the Exchange Notes are substantially identical (including principal amount, interest rate, maturity, security and ranking) to the terms of the Initial Notes, except that the Exchange Notes are registered under the Securities Act, do not bear legends restricting their transfer and are not entitled to certain registration rights and certain additional interest provisions which are applicable to the Initial Notes. The annual interest rate on the Exchange Notes is 10 1/4%. The annual interest rate on the Initial Notes will be reset from 10 3/4% to 10 1/4% upon the completion of the Exchange Offer. To properly exchange Initial Notes, holders must complete and deliver a letter of transmittal to The Bank of New York (the "Exchange Agent") on or before 5:00 p.m. January 26, 2000 (the "Expiration Date"). Holders must also deliver certificates representing their Initial Notes or, in the case of holders utilizing the book-entry transfer procedures described in the prospectus included as part of the registration statement, have a confirmation of such book-entry transfer into the Exchange Agent's account at The Depositary Trust Company sent to the Exchange Agent, on or before the Expiration Date. Requests for a prospectus and a letter of transmittal should be directed to the Exchange Agent, The Bank of New York, at (212) 815-4699. 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 the registration or qualification under the securities laws of any such state. Triarc, through Triarc Consumer Products Group, LLC, is a leading premium beverage company (Snapple(R), Mistic(R), Stewart's(R)), a restaurant franchisor (Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)) and a producer of soft drink concentrates (Royal Crown(R), Diet Rite(R), Nehi(R)). # # # -----END PRIVACY-ENHANCED MESSAGE-----