TRICON GLOBAL RESTAURANTS INC
8-K, 2000-02-01
EATING PLACES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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)
                           January 31, 2000

                         Commission file number 1-13163
                              -----------

                    TRICON GLOBAL RESTAURANTS, INC.
        (Exact name of registrant as specified in its charter)

 North Carolina                                         13-3951308
- -----------------------------------                  ----------------------
(State or other jurisdiction of                      (IRS Employer
of incorporation or organization)                    Identification No.)


            1441 Gardiner Lane, Louisville, Kentucky 40213
          (Address of principal executive offices) (Zip Code)


  Registrant's telephone number, including area code: (502) 874-8300


   Former name or former address, if changed since last report: N/A











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<PAGE>

Item 5.   OTHER EVENTS

          On January 31, 2000,  TRICON Global  Restaurants,  Inc. issued a press
          release  addressing the bankruptcy  filing of Ameriserve,  its primary
          distributor  of food and dry goods in the U.S.,  and  announcing  that
          anticipated  fourth quarter and full-year  ongoing  operating EPS will
          exceed consensus  estimates.  A copy of such press release is attached
          hereto as Exhibit 99 and incorporated herein by reference.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits

          99   Press  release  dated  January  31,  2000  from  TRICON  Global
               Restaurants, Inc.






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<PAGE>




                                    SIGNATURE

         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.



                                 TRICON GLOBAL RESTAURANTS, INC.
                                 -------------------------------
                                         (Registrant)



Date:    January 31, 2000         /s/  Matthew M. Preston
         ----------------         ------------------------------
                                        Matthew M. Preston
                                        Assistant Secretary






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                                                                      EXHIBIT 99

                       Tricon Addresses AmeriServe Filing
              Tricon Will Exceed 1999 Fourth Quarter and Full-Year
                    Ongoing Operating EPS Consensus Estimates


LOUISVILLE,  KY (January 31, 2000) - Tricon Global  Restaurants, Inc. (NYSE-YUM)
today  was  informed  that its  primary  U.S.  food and dry  goods  distributor,
AmeriServe Food  Distribution,  Inc., has filed in Delaware for protection under
Chapter 11 of the U.S. bankruptcy code.

AmeriServe  has  advised  Tricon that it is in  discussions  with its lenders to
arrange for financing  necessary to maintain the AmeriServe  operations  both in
the  short-term and for the duration of the  bankruptcy  proceedings.  Tricon is
evaluating  arrangements with AmeriServe's suppliers and with other distributors
to ensure the availability of supplies to Tricon's restaurant system during this
interim period.

"We believe this filing should  facilitate a short-term  financing  plan that we
expect will ensure a continued  supply to our  restaurants  with minimal service
disruptions.  We are  optimistic  this  should  lead  to an  improved  long-term
financing structure," said David C. Novak, Tricon's Chief Executive Officer.

In early December 1999,  AmeriServe  announced that it had raised  approximately
$175 million to improve its liquidity,  which  included a $15 million  unsecured
loan from Tricon.  In total,  AmeriServe owes Tricon  approximately $40 million,
including  amounts owed for premium  items sold to AmeriServe  for resale.  This
bankruptcy  filing  will  result in an unusual  charge to  Tricon's  1999 fourth
quarter earnings and will not affect its ongoing operating EPS for that period.

Tricon also  announced it expects 1999 fourth quarter and full year earnings per
share from ongoing  operations  to  substantially  exceed the current First Call
consensus of $0.66 for the quarter and $2.46 for the full year.

Key drivers were  stronger  than expected  operating  performance  from the base
business as well as the favorable  impact of lower  insurance  costs and a lower
effective tax rate.  These  estimates do not include  facility action net gains,
accounting  changes,  and  unusual  charges,  including  the  charge  related to
AmeriServe.

"We're very pleased with our strong  increases in ongoing  operating EPS in 1999
for both the  fourth  quarter  and  full-year,  a clear  reflection  that we are
continuing to successfully  execute our  operational and financial  strategies,"
Novak added.



<PAGE>


Tricon will report its fourth quarter and full-year 1999 earnings on February 9,
2000 with a conference call on February 10.

This  announcement  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. These "forward-looking"  statements
reflect  management's  expectations and are based upon currently available data;
however,  actual results are subject to future events and  uncertainties,  which
could cause actual results to differ from those  projected in these  statements.
Factors that can cause actual results to differ materially  include economic and
political conditions in the countries and territories where Tricon operates, the
impact of such  conditions  on consumer  spending and currency  exchange  rates,
pricing  pressures  resulting  from  competitive  discounting,  new  product and
concept development by Tricon and other food industry  competitors,  the success
of our  refranchising  strategy,  fluctuations  in  commodity  prices,  supplier
contracts,  availability  of  restaurant  supply and  distribution  of  product,
liquidity  of major  distributors,  and  actuarially  determined  casualty  loss
estimates.  Further  information on factors that could affect Tricon's financial
and other results are included in the company's Forms 10-Q and 10-K,  filed with
the Securities and Exchange Commission.


Contact:          Lynn A. Tyson
                  Vice President Investor Relations





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