-----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, JeOgMHIJyj2LY4nxD+IrBgNCEX0OW91wGgAXLFmjF2jJ6LNgcTXznIj2Ub0AnbUU Q80/sXeuFjGWjbtCeX4LhA== 0000081057-97-000010.txt : 19971114 0000081057-97-000010.hdr.sgml : 19971114 ACCESSION NUMBER: 0000081057-97-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABLE CAR BEVERAGE CORP CENTRAL INDEX KEY: 0000081057 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 520880815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14784 FILM NUMBER: 97714235 BUSINESS ADDRESS: STREET 1: 717 17TH ST STREET 2: STE 1475 CITY: DENVER STATE: CO ZIP: 80202-3314 BUSINESS PHONE: 3032989038 MAIL ADDRESS: STREET 1: 717 17TH ST STREET 2: STE 1475 CITY: DENVER STATE: CO ZIP: 80202-3314 FORMER COMPANY: FORMER CONFORMED NAME: GREAT EASTERN INTERNATIONAL INC DATE OF NAME CHANGE: 19890810 FORMER COMPANY: FORMER CONFORMED NAME: GREAT EASTERN ENERGY CORP DATE OF NAME CHANGE: 19840815 FORMER COMPANY: FORMER CONFORMED NAME: PUBLISHING COMPUTER SERVICE INC DATE OF NAME CHANGE: 19810817 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 --------------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ___________________ Commission File Number 0-14784 ------------------------ CABLE CAR BEVERAGE CORPORATION ----------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 52-0880815 --------------------------- ------------------ (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 717 17th Street, Suite 1475, Denver, CO 80202-3314 --------------------------------------------------- (Address of principal executive offices) (303) 298-9038 -------------------------------------------------- (Registrant's telephone number, including area code) --------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The Registrant had 9,098,324 shares of its $.01 par value common stock outstanding as of November 10, 1997. Form 10-Q 3rd Quarter INDEX ----- PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: ---------------------------------- Consolidated balance sheet at September 30, 1997 (Unaudited) and at December 31, 1996 3 Consolidated statement of operations for the three-month and nine-month periods ended September 30, 1997 and September 30, 1996 (Unaudited) 4 Consolidated statement of cash flows for the nine-month periods ended September 30, 1997 and September 30, 1996 (Unaudited) 5 Consolidated statement of changes in stockholders' equity (Unaudited) 6 Notes to unaudited consolidated financial statements for the nine-month period ended September 30, 1997 7 Item 2. Management's Discussion and Analysis of --------------------------------------- Financial Condition and Results of Operations 8 --------------------------------------------- PART II - OTHER INFORMATION 11 PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, DECEMBER 31, 1997 1996 ------------- ------------ ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 1,351,698 $ 1,408,729 Short-term investments 195,042 Accounts receivable, net of allowance for doubtful accounts of $160,461 and $100,743, respectively 2,477,909 1,336,094 Inventories, net 3,326,902 2,430,896 Prepaid expenses and other current assets 101,503 23,582 Deferred income tax assets 582,497 394,029 ----------- ---------- Total Current Assets 7,840,509 5,788,372 PROPERTY AND EQUIPMENT, NET Property and equipment less accumulated depreciation of $187,173 and $144,441, respectively 129,516 130,778 OTHER ASSETS: Goodwill and other intangibles, less accumulated amortization of $446,145 and $387,168, respectively 1,497,971 591,265 Investment in AMCON Distributing Co. 99,185 99,185 Other assets 52,265 58,603 Deferred income tax assets 370,022 473,579 ------------ ------------ $ 9,989,468 $ 7,141,782 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 331,281 $ 231,408 Accrued income taxes 53,024 146,140 Other current liabilities 1,571,379 782,188 Current portion of long-term debt 250,000 ------------ ------------ Total Current Liabilities 2,205,684 1,159,736 ------------ ------------ LONG-TERM DEBT 150,000 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock, $.01 par value; 25,000,000 shares authorized; 9,174,681 shares issued at September 30, 1997 and 8,981,681 issued at December 31, 1996 91,747 89,817 Additional paid-in capital 10,262,812 9,822,137 Accumulated deficit (2,692,140) (3,901,273) Less - 76,357 common shares in treasury (28,635) (28,635) ----------- ----------- 7,633,784 5,982,046 ------------- ------------- $ 9,989,468 $ 7,141,782
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -3- CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
THREE-MONTHS NINE-MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 1997 1996 1997 1996 -------- -------- ------- -------- REVENUES Sales $ 7,762,071 $ 5,664,924 $20,508,767 $14,597,468 COST AND EXPENSES: Cost of goods sold 5,544,692 4,085,908 14,668,250 10,549,749 General and administrative 388,510 306,217 1,328,883 821,346 Selling and distribution 864,659 503,836 2,250,434 1,469,167 Depreciation and amortization 44,580 21,785 101,709 63,869 --------- --------- ---------- ---------- 6,842,441 4,917,746 18,349,276 12,904,131 --------- --------- ---------- ---------- INCOME FROM OPERATIONS 919,630 747,178 2,159,491 1,693,337 OTHER INCOME AND (EXPENSES): Interest income and other non-operating income 21,091 11,626 52,435 31,519 Interest expense (42) (270) INCOME BEFORE INCOME TAXES 940,721 758,762 2,211,926 1,724,586 PROVISION FOR INCOME TAXES 424,586 313,647 1,002,793 676,064 ------- ------- ---------- ---------- NET INCOME $ 516,135 $ 445,115 $1,209,133 $1,048,522 ========= ========= ========== ========== NET INCOME PER COMMON SHARE $ .05 $ .05 $ .13 $ .12 ========= ========= ========== ========== WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES 9,921,964 9,268,101 9,665,592 9,066,057 ========= ========= ========== =========
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -4- CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
NINE-MONTHS ENDED SEPTEMBER 30, 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,209,133 $ 1,048,522 Adjustment to reconcile net income to net cash from operating activities: Other loss/(gain) 1,973 Depreciation and amortization 101,709 63,869 Provision for loss on accounts receivable 59,718 43,292 Change in assets and liabilities: Accounts receivable (1,293,821) (865,841) Inventories (896,006) (691,184) Prepaid expenses and other current assets (77,921) (7,828) Other assets 6,338 (69,882) Deferred income tax assets (84,911) (16,942) Accounts payable and accrued liabilities 99,873 475,461 Accrued income taxes (93,116) 229,088 Other current liabilities 789,191 429,593 --------- ------- NET CASH FROM (USED IN) OPERATING ACTIVITIES (179,813) 640,121 --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from short-term investments 195,042 Cash paid to reacquire certain distribution rights (30,790) Property and equipment acquisitions (41,470) (52,493) -------- -------- NET CASH FROM (USED IN) INVESTING ACTIVITIES 122,782 (52,493) ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on debt (5,585) Proceeds from issuance of stock 134,998 ------- -------- NET CASH FROM FINANCING ACTIVITIES 129,413 ------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (57,031) 717,041 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,408,729 576,191 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,351,698 $ 1,293,232 =========== =========== SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES Issuance of stock to reacquire certain distribution rights $ 76,980 Forgiveness of accounts receivable to reacquire certain distribution rights 92,288 Consideration for amendments made to licensing agreement with Stewart's Restaurants: Common Stock 365,625 Note Payable 400,000
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -5- CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
COMMON STOCK ADDITIONAL ACCUMU TREASURY STOCK PAID-IN -LATED SHARES AMOUNT CAPITAL DEFICIT SHARES AMOUNT -------- ------- --------- -------- -------- ------- Balance, December 31, 1996 8,981,681 $89,817 $9,822,137 $(3,901,273) 76,357 $(28,635) Stock issued to reacquire certain distribution rights 43,000 430 76,550 Stock issued in consideration for amendments made to licen- sing agreement with Stewart's Restaurants 150,000 1,500 364,125 Net Income 1,209,133 --------- ------- ----------- ------------ ------ --------- Balance September 30, 1997 9,174,681 $91,747 $10,262,812 $(2,692,140) 76,357 $(28,635) ========= ======= =========== ============ ====== =========
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -6- CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Financial Statements Presentation: - ------------------------------------------- The consolidated interim financial statements of Cable Car Beverage Corporation (the "Company") at September 30, 1997, and for the nine-month and three-month periods ended September 30, 1997, and September 30, 1996 are unaudited. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made. The Company's consolidated interim financial statements include the accounts of its wholly-owned subsidiaries, Old San Francisco Seltzer, Inc. and Fountain Classics, Inc. Certain information and substantially all footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the fiscal year ended Company's consolidated financial statements, filed in Form 10-K for December 31, 1996. The results of operations for the period ended September 30, 1997 are not necessarily indicative of the operating results for the full year. Certain reclassifications have been reflected in the prior period financial statements to conform to the current year presentations. Note 2 - Net Income Per Common Share: - ------------------------------------- Net income per common share was computed under the treasury stock method using the weighted average number of common shares and dilutive common stock equivalent shares outstanding during the period. In February 1997, the FASB issued SFAS No. 128, "Earnings per Share," which is effective for periods ending after December 15, 1997 and requires changes in the computation, presentation and disclosure of earnings per share. Earnings per share for all prior periods must be restated to conform with computation provisions of SFAS No. 128. The adoption of SFAS No. 128 for the year ended December 31, 1997 will not have any impact on the Company's reported financial results. -7- Note 3 - Inventories: - --------------------- Inventories consisted of: September 30, December 31, 1997 1996 ------------- ------------- Finished Goods $ 1,871,220 $ 1,330,990 Raw Materials 1,455,682 1,099,906 ------------- ------------- $ 3,326,902 $ 2,430,896 ============= ============= Note 4 - Merger with Triarc Companies, Inc. - ------------------------------------------- On June 24, 1997 the Company entered into a definitive agreement (the "Merger agreement") with Triarc Companies, Inc. ("Triarc") whereby the Company will become a wholly-owned subsidairy of Triarc. The acquisition is currently expected to close by the end of November 1997 and is subject to approval of the Company's shareholders who are scheduled to vote on a proposal to approve the Merger Agreement on November 25, 1997. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Certain statements in the following discussions regarding the Company's future products and business plans, financial results, performance and events are forward-looking statements and are based on current expectations. Actual results may differ materially due to a number of risks and uncertainties. Current Developments - -------------------- On October 21, the Company announced that a record date of October 23, 1997 has been set for the Special Meeting of Stockholders of the Company to consider and vote upon the approval of the Agreement and Plan of Merger among the Company, Triarc Companies, Inc. and CCB Merger Corporation. The Special Meeting is scheduled to be held in Denver, Colorado on November 25, 1997 (see Part II, Item 5, below). During the third quarter, the Company recorded the issuance of 150,000 shares of the Company's common stock and $400,000 in a note payable to Stewart's Restaurants, Inc. in consideration for amendments made to its licensing agreements with Stewart's Restaurants, Inc. (see Part II, Item 5, below). Results of Operations - --------------------- Comparison of the nine-month periods ended September 30, 1997 and September 30, 1996 - --------------------------------------------------------------------------- Revenue for the nine-months ended September 30, 1997 was $20,508,767 versus revenue of $14,597,468 for the nine-months ended September 30, 1996. This increase of $5,911,299, or 40%, was primarily due to increased sales of Stewart's brand products. Cost of goods sold increased by $4,118,501 for the comparative nine-months ended September 30, 1997 and September 30, 1996. As a percentage of sales, cost of goods sold decreased to 71.5% for the nine-months ended September 30, -8- 1997 from 72.3% for the nine-months ended September 30, 1996. The improved gross margin was primarily due to favorable sweetener costs compared with the nine-months ended September 30, 1996. General and administrative expenses increased by $507,537 for the nine-months ended September 30, 1997 compared to the nine-months ended September 30, 1996. General and administrative costs also increased as a percentage of sales to 6.5% from 5.6% for the nine-months ended September 30, 1997 and 1996, respectively. This increase is primarily the result of $377,674 of expenses related to the proposed merger with Triarc Companies, Inc. (see Part II, Item 5, below). These expenses are non-recurring and are not related to ongoing operations of the Company. Excluding these merger related expenses, general and administrative expenses would have been $951,209 or 4.6% of sales. Selling and distribution expenses increased $781,267 for the comparative nine-months ended September 30, 1997 from September 30, 1996, primarily due to increased promotional spending on the Stewart's brand products. As a percentage of sales, selling expenses increased for the period to 11% from 10.1% which is primarily the result of these increased promotional expenses. Pre-tax income rose $487,340, or 28.3%, to $2,211,926 for the nine-months ended September 30, 97 from $1,724,586 for the nine-months ended September 30, 1996. Net income rose $160,611, or 15.3%, to $1,209,133 from $1,048,522 for the comparative periods ending September 30, 1997 and 1996, respectively. Excluding merger related costs, pre-tax income would have risen 50% to $2,589,600 and net income would have increased 51% to $1,586,807 for the nine-month period compared to the prior year period. Comparison of the three-month periods ended September 30, 1997 and September 30, 1996 - ---------------------------------------------------------------------------- Revenue for the three-months ended September 30, 1997 was $7,762,071 versus revenue of $5,664,924 for the three-months ended September 30, 1996. This increase of $2,097,147, or 37%, was primarily due to increased sales of Stewart's brand products. Cost of goods sold increased by $1,458,784 for the comparative three-months ended September 30, 1997 and September 30, 1996. As a percentage of sales, cost of goods sold decreased to 71.4% for the three-months ended September 30, 1997 from 72.1% for the three-months ended September 30, 1996. The improved gross margin was primarily due to favorable sweetener costs compared with the three-months ended September 30, 1996. General and administrative expenses increased by $82,293 for the three-months ended September 30, 1997 compared to the three-months ended September 30, 1996. General and administrative costs also decreased as a percentage of sales to 5% from 5.4% for the three-months ended September 30, 1997 and 1996, respectively. $64,858 of expenses related to the proposed merger with Triarc Companies, Inc. (see Part II, Item 5, below) were recorded during the third quarter 1997. These expenses are non-recurring and are not related to ongoing operations of the Company. Excluding these merger related expenses, general and administrative expenses would have been $323,652 or 4.2% of sales. -9- Selling and distribution expenses increased $360,823 for the comparative three-months ended September 30, 1997 from September 30, 1996 and also increased as a percentage of sales from 8.9% to 11.1% for the comparative three-month periods. This increase is primarily the result of higher Stewart's promotional spending. Pre-tax income rose $181,959, or 24%, to $940,721 for the three-months ended September 30, 1997 from $758,762 for the three-months ended September 30, 1996. Net income increased $71,020, or 16%, to $516,135 from $445,115 for the comparative three-month periods ended September 30, 1997 and 1996, respectively. Excluding merger related costs, pre-tax income would have risen 33% to $1,005,579 and net income would have increased 31% to $580,993 for the three-month period compared to the prior year period. Because the Triarc merger related expenses are not deductible for tax purposes, the Company's annual effective tax rate for 1997 is expected to be 45% and this effective tax rate is reflected in the provision for the three-months and nine-months ended September 30, 1997. Liquidity and Capital Resources - ------------------------------- The Company's current ratio at September 30, 1997 was 3.6 as compared to 5.0 at December 31, 1996. Working capital at September 30, 1997 was $5,634,825 as compared to $4,628,636 at December 31, 1996. For the nine-months ended September 30, 1997, cash decreased by $57,031. The principal use of cash during this period was for operating activities. Inventories and accounts receivable increased significantly as a result of increased sales. Net income adjusted for depreciation, amortization and other provisions generated $1,370,560 in cash. Accounts receivable and inventories increased by a total of $2,189,827, and accounts payable and other current liabilities increased $889,064. Investing activities provided cash of $122,782, primarily from proceeds from the sale of short-term investments. The Company intends to utilize cash from operations to meet its ongoing obligations. The Company also maintains a bank line of credit in the amount of $500,000 which it may utilize from time to time to meet seasonal cash needs. Management does not expect liquidity problems for the next twelve months assuming the Company can maintain or exceed its current sales volume, and expenses as a percentage of sales remain relatively constant. Forward-Looking Statements - -------------------------- Certain statements in this Quarterly Report on Form 10-Q that are not historical facts constitute "forward-looking statements" within the meaning of the Private securities Litigation Reform Act of 1995. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and its subsidairies to be materially different from any future results, performance or achievements express or implied by such forward-looking statements. Such factors include, but are not limited to general economic and business conditions; the costs of raw materials, the ability of the Company to maintain margins; continued or new relationships with distributors and brand -10- support, changes in consumer preferences; government regulations and other factors. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report. PART II - OTHER INFORMATION Item 5. Other Information Merger Agreement - Triarc Companies, Inc. - ----------------------------------------- On June 24, 1997 the Company entered into a definitive agreement with Triarc Companies, Inc. ("Triarc") (NYSE:TRY) whereby the Company agreed to be merged with a wholly-owned subsidiary of Triarc (the "Merger Agreement"). Approval of the Merger Agreement and the proposed merger (the "Merger") requires the affirmative vote of a majority of the outstanding shares of the Company's common stock. Pursuant to the proposed Merger, each share of the Company's Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than treasury shares and shares held by Triarc and its subsidiaries and subsidiaries of the Company, all of which will be canceled, and shares with respect to which the holder has exercised appraisal rights under Delaware law) will be converted into the right to receive 0.1722 of a share (the "Conversion Price") of Class A common stock, par value $.10 per share, of Triarc (the "Triarc Common Stock"), subject to the adjustment described below, and any cash to be paid in lieu of fractional shares of Triarc Common Stock. The Conversion Price is subject to adjustment as follows: (i) if the Average Triarc Share Price (based on the average closing price for 15 consecutive trading days immediately preceding closing) is less than $18.875, then the Conversion Price shall be adjusted to equal the quotient obtained by dividing $3.25 by such Average Triarc Share Price, and (ii) if the Average Triarc Share Price is greater than $24.50, then the Conversion Price shall be adjusted to equal the quotient obtained by dividing $4.22 by such Average Triarc Share Price. Triarc is a holding company which, through its subsidiaries, is engaged in the following businesses: beverages, restaurants, dyes and specialty chemicals and liquefied petroleum gas. The beverage operations are conducted by the Triarc Beverage Group through Royal Crown Company, Inc., Mistic Brands, Inc. and, since its acquisition on May 22, 1997, Snapple Beverage Corp. The restaurant operations are conducted by the Triarc Restaurant Group through Arby's, Inc. The dyes and specialty chemical operations are conducted through C.H. Patrick & Co., Inc., and the liquefied petroleum gas operations are conducted through National Propane Corporation, the managing general partner of National Propane Partners, L.P., and its operating subsidiary partnership, National Propane, L.P. -11- On October 24, 1997, the Company's Proxy Statement and Triarc's Prospectus was sent to the Company's stockholders of record noticing a special meeting of stockholders on November 25, 1997 to vote upon the approval of the Agreement and Plan of Merger. Stockholders Agreement - ---------------------- As a condition to its entering into the Merger Agreement, Triarc required Samuel M. Simpson, the President and Chief Executive Officer of the Company, Susan L. Neff, Mr. Simpson's wife, William H. Rutter, a director of the Company, and Susan L. Fralick, Mr. Rutter's wife (collectively, the "Subject Stockholders"), to enter into a Stockholders Agreement, as amended (the "Stockholders Agreement"). The Subject Stockholders own an aggregate of 1,766,409 shares of the Company's Common Stock, or approximately 19.7% of the shares of the Company's Common Stock, which are subject to the terms of the Stockholders Agreement (such amount does not include 12,200 shares owned by them but not subject to the Stockholders Agreement). Each Subject Stockholder has agreed that at any meeting of the holders of the Company's Common Stock, he or she will, until the effective time or the termination of the Merger Agreement, vote or cause to be voted such Cable Car Common Stock and any of the Company's Common Stock acquired by them after the date of the Stockholders Agreement in favor of approval of the Merger Agreement and the merger and against certain other actions. Moreover, each Subject Stockholder has also granted Triarc an irrevocable proxy to vote his or her shares of stock as specified above in the event that such Subject Stockholder fails to so vote his or her stock in the agreed upon manner. In addition, pursuant to the Stockholders Agreement, each Subject Stockholder has granted to Triarc an exclusive and irrevocable option to purchase his or her stock in whole but not in part under certain circumstances at a price per share in cash equal to the product obtained by multiplying 0.1722 (the "Option Conversion Price") times the average (without rounding) of the closing prices per share of Triarc Common Stock on the NYSE on the NYSE Composite Tape for the 15 consecutive NYSE trading days ending on the NYSE trading day immediately preceding the date of the closing of the exercise of the option (the "Option Average Share Price"), subject to the following adjustment: if the Option Average Share Price is less than $18.875, then the Option Conversion Price will be adjusted to equal the quotient obtained by dividing $3.25 by the Option Average Share Price, and if the Option Average Share Price is greater than $24.50, then the Option Conversion Price will be adjusted to equal the quotient obtained by dividing $4.22 by the Option Average Share Price. Agreements with Stewart's - ------------------------- On June 24, 1997 and further amended on August 11, 1997, the Company entered into agreements with Stewart's Restaurants, Inc. ("Stewart's Restaurants") amending and modifying its licensing agreements with Stewart's Restaurants (the "Stewart's Master Agreement" and the "Stewart's Fountain Agreement"). Among other things, these amendments (i) gave the Company ownership of the formulas for and manufacturing rights to concentrates used to make Stewart's soft drinks; (ii) provide that the Company is permitted to use the Stewart's trademark on any other product of any type; and (iii) granted to the Company the perpetual exclusive worldwide license to manufacture, distribute and sell post-mix syrups and premixes for Stewart's beverages (fountain-type -12- beverages) thoughout the world, subject to certain rights retained by Stewart's Restaurants. As consideration for these amendments, the Company agreed to issue to Stewart's Restaurants an aggregate of 150,000 shares of the Company's Common Stock and to pay Stewart's Restaurants $400,000 in cash, of which $250,000 is payable on March 31, 1998 and $150,000 is payable on March 31, 1999. -13- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (2)-1 Agreement and Plan of Merger - Triarc Companies, Inc.*** 3 (i) Certificate of Incorporation* 3 (ii) Certificate of Amendment (Changing Name)** 3 (iii) By-Laws* (10)-V Agreement - Stewart's Restaurants, Inc.*** (10)-W Agreement - Stewart's Restaurants, Inc.*** (10)-X Stockholders Agreement - Samuel M. Simpson and William H. Rutter*** * Incorporated by reference to Form 10-K dated 10/09/87 ** Incorporated by reference to Form S-1 filed 09/25/89 (SEC #33-30480) *** Incorporated by reference to Form 8-K filed July 2, 1997 (SEC #0-14784) (b) Reports on Form 8-K The Registrant filed a Report on Form 8-K on July 2, 1997 relating to the proposed merger with Triarc, the Stockholders' Agreement with Triarc and the agreements with Stewart's Restaurants, Inc. The Registrant filed a Report on Form 8-K on August 21, 1997 relating to amendments to agreements with Stewart's Restaurants, Inc. -14- 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. (Registrant) CABLE CAR BEVERAGE CORPORATION BY)Signature) /s/Samuel M. Simpson (Date) November 10, 1997 (Name and Title) Samuel M. Simpson President BY(Signature) /s/Myron D. Stadler (Name and Title) Myron D. Stadler Chief Accounting Officer -15- EX-27 2
5 3-MOS DEC-31-1997 SEP-30-1997 1,351,698 0 2,638,370 160,461 3,326,902 7,840,509 316,689 187,173 9,989,468 2,205,684 0 0 0 9,174,681 0 9,989,468 7,762,071 7,762,071 5,544,692 6,842,441 (21,091) 0 0 940,721 424,586 0 0 0 0 516,135 .05 .05
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