SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 2, 2000.
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 333-78625-11
------------------------
TRIARC BEVERAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
------------------------
Delaware 65-074897
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
709 Westchester Avenue
White Plains, New York 10604
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (914) 397-9200
------------------------
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- -------------------------------- ------------------------------
None
Securities Registered Pursuant to Section 12(g) of the Act:
None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
The aggregate market value of the outstanding shares of the
registrant's Common Stock (the only class of the registrant's voting securities)
held by non-affiliates of the registrant was approximately $156,000 as of April
25, 2000. There were 850,500 shares of the registrant's Common Stock outstanding
as of April 25, 2000.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors
Certain information regarding each current director of Triarc Beverage
Holdings Corp. (the "Company" or "TBHC"), including his principal occupation
during the past five years and current directorships, is set forth below. Unless
otherwise indicated, all directors have had the indicated principal occupations
for the past five years.
Business Experience During Past
Name of Director Five Years, Age and Other Information
- ----------------------------- -------------------------------------------
Nelson Peltz........ Mr. Peltz has been a director and the Chairman of the
Company since April 1997. Mr. Peltz has also been a
manager and Chairman and Chief Executive Officer
of Triarc Consumer Products Group, LLC ("TCPG"),
the parent company of the Company, since January
1999, and director and Chairman and Chief Executive
Officer of Triarc Companies, Inc. ("Triarc"), the
parent company of TCPG, since April 1993. Since
April 1997, Mr. Peltz has also been a director or
manager and officer of certain of the Company's
subsidiaries. He is also a general partner of DWG
Acquisition, whose principal business is ownership of
securities of Triarc. From its formation in January
1989 to April 1993, Mr. Peltz was Chairman and
Chief Executive Officer of Trian Group, Limited
Partnership ("Trian"), which provided investment
banking and management services for entities
controlled by Mr. Peltz and Mr. May. From 1983 to
December 1988, he was Chairman and Chief
Executive Officer and a director of Triangle
Industries, Inc. ("Triangle"), which, through
wholly-owned subsidiaries, was, at that time, a
manufacturer of packaging products, copper electrical
wire and cable and steel conduit and currency and
coin handling products. Mr. Peltz has also served as a
director of MCM Capital Group, Inc. since February
1998. Mr. Peltz is 57 years of age.
Peter W. May........ Mr. May has been a director and the Vice Chairman of the
Company since April 1997. Mr. May has also been a
manager and President and Chief Operating Officer of
TCPG since January 1999 and a director and President and
Chief Operating Officer of Triarc since April 1993. Since
April 1997, Mr. May has also been a director or manager
and officer of certain of the Company's subsidiaries. He
is also a general partner of DWG Acquisition. From its
formation in January 1989 to April 1993, Mr. May
was President and Chief Operating Officer of Trian.
He was President and Chief Operating Officer and a
director of Triangle from 1983 until December 1988.
Mr. May has also served as a director of MCM
Capital Group, Inc. since February 1998 and served as
a director of Ascent Entertainment Group, Inc. from
June 1999 to April 2000 and of On Command Corporation from
February 2000 to April 2000. Mr. May is 57 years of age.
Michael Weinstein... Mr. Weinstein has been a director and the Chief Executive
Officer of the Company since April 1997. Mr. Weinstein has
also served as Chief Executive Officer of Snapple Beverage
Corp. ("Snapple") and Mistic Brands, Inc. ("Mistic") since
they were acquired by Triarc in May 1997 and August 1995,
respectively, and of Royal Crown since October 1996.
Prior to August 1995, he was president of Liquid
Logic, a private beverage consulting business he
founded in 1994.
Ernest J. Cavallo... Mr. Cavallo has been a director and the President and
Chief Operating Officer of the Company since April
1997, and has been the President and Chief Operating
Officer of Snapple since May 1997. Mr.
Cavallo has also served as President of
Mistic since August 1995 and as the Chief
Operating Officer of Mistic since November
1996. From August 1995 to November 1996, Mr.
Cavallo served as Chief Financial Officer of
Mistic. From June 1994 until August 1995,
Mr. Cavallo was Senior Vice President and
Chief Financial Officer of Joseph Victori
Wines, the predecessor company of Mistic.
Brian L. Schorr.... Mr. Schorr has been a director of the Company since
April 1997 and an Executive Vice President of the
Company since March 1998. Mr. Schorr has also
been Executive Vice President and General Counsel
of Triarc and certain of its subsidiaries since June
1994. Prior thereto, Mr. Schorr was a partner of Paul,
Weiss, Rifkind, Wharton & Garrison, a law firm
which he joined in 1982.That firm provides legal
services to the Company, Triarc and their subsidiaries.
(b) Identification of Executive Officers
The following table sets forth certain information regarding the
executive officers of the Company, all of whom are U.S. citizens.
Name Age Positions
Nelson Peltz............. 57 Director; Chairman
Peter W. May............. 57 Director; Vice Chairman
Michael Weinstein........ 51 Director; Chief
Executive Officer
Ernest J. Cavallo......... 66 Director; President and
Chief Operating Officer
Brian L. Schorr........... 41 Director; Executive Vice
President
John L. Barnes, Jr. ...... 52 Executive Vice
President
Eric D. Kogan............. 36 Executive Vice
President
Richard B. Allen........... 45 Senior Vice President and
Chief Financial Officer
Joseph Bayern.............. 37 Senior Vice President -
Strategic Planning and
Operations
John L. Belsito.............. 39 Senior Vice President
Kenneth W. Gilbert.......... 49 Senior Vice President,
Marketing
Gary G. Lyons............. 49 Senior Vice President and
General Counsel;
and Assistant Secretary
Francis T. McCarron......... 43 Senior Vice President --
Taxes
Joseph G. McDonald........ 52 Senior Vice President, Sales
Sherry Perley............... 42 Senior Vice President,
Human Resources
James A. Smith............... 55 Senior Vice President,
Company Operations
Anne A. Tarbell........... 41 Senior Vice President
Charles Zimmermann...... 47 Senior Vice President,
Operations
Stuart I. Rosen........... 40 Vice President and
Secretary
Fred H. Schaefer.............. 55 Vice President and Chief
Accounting Officer
Set forth below is certain additional information concerning the
persons listed above (other than Messrs. Peltz, May, Weinstein, Cavallo and
Schorr, for whom such information has been provided under "Identification of
Directors" above).
John L. Barnes, Jr. has been an Executive Vice President of the Company
since March 1998. He has also been Executive Vice President and Chief Financial
Officer of Triarc and certain of its subsidiaries since March 1998 and prior
thereto was Senior Vice President and Chief Financial Officer of Triarc since
August 1996. From April 1996 to August 1996 Mr. Barnes was a Senior Vice
President of Triarc. Prior to April 1996, Mr. Barnes had served as Executive
Vice President and Chief Financial Officer of Graniteville Company (which was
sold by the Company in April 1996) for more than five years.
Eric D. Kogan has been an Executive Vice President of the Company since
March 1998. He has also been Executive Vice President -- Corporate Development
of Triarc and certain of its subsidiaries since March 1998 and prior thereto was
Senior Vice President -- Corporate Development of Triarc since March 1995. Prior
to March 1995 Mr. Kogan was Vice President -- Corporate Development of Triarc
since April 1993. Prior thereto, Mr. Kogan was a Vice President of Trian from
September 1991 to April 1993. Mr. Kogan has also served as a director of MCM
Capital Group, Inc. since February 1998.
Richard B. Allen. Mr. Allen has been Senior Vice President and Chief
Financial Officer of the Company since July 1997. Mr. Allen was Vice President
and Assistant Controller, Planning and Analysis for RJR Nabisco ("RJR") from
April 1996 to October 1996 and Assistant Controller, Planning and Analysis for
RJR from January 1995 to April 1996.
Joseph Bayern. Mr. Bayern has been Senior Vice President, Strategic
Planning and Operations of the Company and certain of its subsidiaries
(including Snapple and Mistic) since December 1999. Mr. Bayern was Senior Vice
President- Chief Information Officer of Snapple and Mistic from March 1998 to
December 1999. Mr. Bayern was Chief Information Officer of Snapple and Mistic
from December 1997 to March 1998. Previously, he served as senior manager,
management solutions and services for Deloitte & Touche LLP from April 1995 to
December 1997.
John L. Belsito. Mr. Belsito has been Senior Vice President since
December 1999, and has been President of Royal Crown since August 1998. Before
August 1998, Mr. Belsito served as Vice President--Corporate Development of
Cadbury Beverages Inc. From 1995 to 1997, he served as Senior Vice
President--Franchising of Dr Pepper/7-Up Inc. From 1994 to 1995, Mr. Belsito
served as Vice President--Franchising of Cadbury Beverages, North America. From
1993 to 1994, he served as Vice President--Field Marketing at Schweppes USA.
Kenneth W. Gilbert. Mr. Gilbert has been Senior Vice
President--Marketing, since April 1997. He has also been Senior Vice
President--Marketing of Mistic since September 1995. From 1983 to 1995, Mr.
Gilbert was a group account director at Messner Vetere Berger Monamze
Schmetterer Eurocom, an advertising agency in New York City.
Gary G. Lyons. Mr. Lyons has been Senior Vice President and General Counsel
and Assistant Secretary of the Company and certain of its subsidiaries
(including Snapple and Mistic) since July 1997. Mr. Lyons was Vice President and
General Counsel of Snapple from May 1997 to July 1997. From 1994 to 1997, Mr.
Lyons was Vice President and General Counsel of Cadbury Beverages, North America
and from 1993 to 1997 was Vice President and General Counsel of A&W Brands, Inc.
Joseph G. McDonald. Mr. McDonald has been Senior Vice President--Sales of
the Company since April 1997. Mr. McDonald has also been Senior Vice
President--Sales of Snapple since May 1997 and of Mistic since September 1995.
Mr. McDonald was Senior Vice President--Sales, Royal Crown from March 1996 until
May 1997. From October 1993 to September 1995 Mr. McDonald was Vice
President--Sales for Cadbury Beverages, North America.
Francis T. McCarron has been Senior Vice President -- Taxes of the
Company since April 1997. He has also been Senior Vice President - Taxes of
Triarc and certain of its subsidiaries since April 1993. Prior thereto, he was
Vice President -- Taxes of Trian from its formation in January 1989 to April
1993.
Sherry Perley. Ms. Perley has been Senior Vice President, Human Resources
of the Company since December 1999. Ms. Perley has also served as Senior Vice
President, Human Resources of Snapple since November 1999. She was Vice
President, Human Resources of Snapple from July 1997 to November 1999. From
January 1997 to July 1997, Ms. Perley was a human resources consultant. From
January, 1994 to January, 1997 she was Vice President, Human Resources at the
Nine West Group, Inc.
James A. Smith. Mr. Smith has been Senior Vice President, Company
Operations of the Company since December 1999. Mr. Smith was Senior Vice
President Franchising--Mr. Natural and Pacific Snapple of the Company from July
1997 to December 1999. Mr. Smith served as a consultant to the Company from June
1995 to 1997. Prior thereto, he was President of Canada Dry USA from February
1990 to June 1995.
Anne A. Tarbell has been Senior Vice President of the Company since
December 1999. She has also been Senior Vice President -- Corporate
Communications and Investor Relations of Triarc, and Senior Vice President of
certain of its subsidiaries, since May 1998. From June 1995 to April 1998, Ms.
Tarbell was Vice President and Director -- Investor Relations of ITT Corporation
and served as Assistant Director -- Investor Relations of ITT Corporation from
August 1991 to May 1995.
Charles Zimmermann. Mr. Zimmerman has been Senior Vice
President--Operations since April 1997. Mr. Zimmerman has also served as Senior
Vice President Operations for Snapple since September 1995 and for Mistic since
July 1997. He was also Vice President--Operations for Mistic from May 1996 to
July 1997. Prior thereto, Mr. Zimmermann was Vice President--Operations of
Snapple from November 1989 to May 1995.
Stuart I. Rosen has been Vice President and Secretary of the Company
since April 1997. He has also been Vice President and Associate General Counsel,
and Secretary of Triarc and certain of its subsidiaries since August 1994. Prior
thereto, he was associated with Paul, Weiss, Rifkind, Wharton & Garrison since
1985.
Fred H. Schaefer has been Vice President of the Company since March
1998. He has also been Vice President and Chief Accounting Officer of Triarc and
certain of its subsidiaries since April 1993. Prior thereto, he was Vice
President and Chief Accounting Officer of Trian from its formation in January
1989 to April 1993.
The term of office of each executive officer is until the
organizational meeting of the Board following the next annual meeting of TBHC
stockholders and until his or her successor is elected and qualified or until
his or her prior death, resignation or removal.
(c) Identification of Certain Significant Employees
Not applicable.
(d) Family Relationships
None.
(e) Business Experience
The business experience of the executive officers who are also
directors of the Company is set forth in "Item 10(a) - Identification of
Directors" and the business experience of those executive officers who are not
also directors of the Company is set forth under "Item 10(b)--Identification of
Executive Officers." The directorships held by each director of the Company in
any company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to Section 15(d) of such
Act or any company registered as an investment company under the Investment
Company Act of 1940, as amended, is set forth in Item 10(a). The information set
forth in such Items 10(a) and 10(b) is hereby incorporated herein in its
entirety by reference.
(f) Involvement in Certain Legal Proceedings
To the best of the Company's knowledge, no current director or
executive officer of the Company has been involved during the past five years in
any legal proceedings required to be disclosed pursuant to Item 401(f) of
Regulation S-K of the Securities and Exchange Commission.
(g) Promoters and Control Persons
Not applicable.
Compliance With Section 16(a) of the Exchange Act
Not applicable.
Item 11. Executive Compensation
Introduction to Summary Compensation Table
The Summary Compensation Table sets forth salary of, cash bonus
awards as well as non-cash awards granted under the Company's 1997 Stock Option
Plan (the "TBHC Plan"), Triarc's 1993 Equity Participation Plan (the "1993
Plan"), Triarc's 1998 Equity Participation Plan (the "1998 Plan") and Triarc's
1999 Executive Bonus Plan with respect to the fiscal year ended December 28,
1997, the fiscal year ended January 3, 1999 and the fiscal year ended January 2,
2000 to, the Company's Chairman, Vice Chairman, Chief Executive Officer and the
three other executive officers of the Company who constituted the Company's most
highly compensated executive officers during fiscal 1999 (the "Named Officers").
Messrs. Peltz and May serve as directors and officers of TBHC, Triarc
and several of their subsidiaries. Mr. Schorr serves as a director and officer
of TBHC and several of its subsidiaries, as an officer of Triarc and as an
officer and director of several of its subsidiaries. Mr. Weinstein serves as a
director and officer of TBHC and certain of its subsidiaries (including Snapple
and Mistic). Messrs. Barnes and Kogan serve as officers of TBHC and Triarc and
officers and directors of several of their subsidiaries. All compensation set
forth in the Summary Compensation Table for Messrs. Peltz, May, Barnes, Kogan
and Schorr (other than the options granted under the TBHC Plan) was paid by
Triarc and represents amounts paid for services rendered to Triarc and its
subsidiaries, including TBHC and its subsidiaries. All compensation set forth in
the Summary Compensation Table for Mr. Weinstein was paid by subsidiaries of
TBHC for services rendered to the Triarc Beverage Group. All non-cash awards
granted to any Named Officer were made by Triarc except for options granted
under the TBHC Plan. Additional information with respect to the compensation
arrangements for the Chairman, the Vice Chairman, the Chief Executive Officer
and the other Named Officers is set forth below under "Certain Employment
Arrangements with Executive Officers." No restricted stock awards were made to
any of the Named Officers during fiscal 1997, fiscal 1998 or fiscal 1999.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Principal Position Period Salary($) Bonus($) Compensation($)
- ---------------------------- ------ --------- -------- ---------------
<S> <C> <C> <C> <C>
Nelson Peltz ................. 1999 933,333 5,554,350(2) 300,034(6)
Chairman 1998 1 -- 329,067(6)
1997 1 -- 429,872(6)
Peter W. May ................. 1999 800,000 2,664,650(2) 148,285(7)
Vice Chairman 1998 1 -- 134,173(7)
1997 1 -- 153,288(7)
Michael Weinstein.............. 1999 500,000 225,000 (8)
Chief Executive Officer 1998 500,000 225,000 (8)
1997 458,333 2,250,000(4) (8)
John L. Barnes, Jr. ......... 1999 300,000 800,000(3) (8)
Executive Vice President 1998 300,000 585,000(3) (8)
1997 300,000 650,000(3) (8)
Eric D. Kogan ................ 1999 300,000 800,000(3) (8)
Executive Vice President 1998 285,583 595,417(3) (8)
1997 250,000 700,000(3) (8)
Brian L. Schorr .............. 1999 312,500 800,000(3) (8)
Executive Vice President 1998 312,500 585,000(3) (8)
1997 312,500 650,000(3)(5) (8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Awards Payouts
Securities
Name and Principal Underlying LTIP All Other
Position Period Options/SARs(#)(1) Payouts($) Compensation($)
- --------- ------ ------------------ ---------- ---------------
<S> <C> <C> <C> <C>
Nelson Peltz ................. 1999 226,000(9) -- 8,800(11)
Chairman 1998 26,000(10) -- --
1997 150,000 -- --
Peter W. May ................. 1999 113,000(9) -- 8,800(11)
Vice Chairman 1998 13,000(10) -- --
1997 100,000 -- --
Michael Weinstein........... 1999 46,000(9) -- 6,400(11)
Chief Executive Officer 1998 10,000 -- 5,600(11)
1997 21,000(10) -- 4,000(11)
John L. Barnes, Jr. ......... 1999 56,600(9) -- 8,800(11)
Executive Vice President 1998 50,000 -- 7,200(11)
6,600(10)
1997 50,000 -- 6,400(11)
Eric D. Kogan ................ 1999 56,600(9) -- 8,800(11)
Executive Vice President 1998 50,000 -- 7,200(11)
6,600(10)
1997 50,000 -- 6,400(11)
Brian L. Schorr .............. 1999 56,600(9) -- 12,787(12)
Executive Vice President 1998 50,000 -- 11,187(12)
6,600(10)
1997 50,000 -- 10,387(12)
</TABLE>
<PAGE>
- ---------
(1)Except as otherwise noted, all stock option grants were made pursuant to
the 1993 Plan or 1998 Plan.The option grants under the 1998 Plan with respect to
fiscal 1998 were made on March 15, 1999.
(2)Includes special bonuses paid in connection with the completion of
certain transactions and payments made pursuant to Triarc's 1999 Executive Bonus
Plan described below.
(3)Includes special bonuses paid in connection with the completion of
certain transactions.
(4)Includes, as consideration for Mr. Weinstein's added responsibilities in
connection with the reorganization of the Triarc Beverage Group, the acquisition
of Snapple and the cancellation of certain stock appreciation rights with
respect to shares of Mistic common stock, a special payment of $2,000,000
awarded under the terms of Mr. Weinstein's 1997 employment agreement that Mr.
Weinstein received on January 2, 2000. Of such amount, $1,000,000 vested as of
July 1, 1997 and $333,333 vested on each of January 2, 1998, January 2, 1999 and
January 2, 2000. For additional information, see "Certain Employment
Arrangements with Executive Officers - Michael Weinstein."
(5)Such amount constitutes Mr. Schorr's aggregate bonus with respect to
fiscal 1997, $600,000 of which was paid in January 1998 as an advance against
such bonus, with the balance being paid in March 1998.
(6)Includes imputed income of $227,801, $266,837 and $233,856 arising out
of the use of corporate aircraft in fiscal 1999, fiscal 1998 and fiscal 1997,
respectively.
(7)Includes imputed income of $94,791, $77,138 and $85,841 arising out of
the use of corporate aircraft in fiscal 1999, 1998 and 1997, respectively, and
fees of $40,000 paid by Triarc on behalf of Mr. May for tax and financial
planning services in each of fiscal 1999, fiscal 1998 and fiscal 1997.
(8)Perquisites and other personal benefits did not exceed the lesser of
either $50,000 or 10% of the total annual salary and bonus reported under the
headings of "Salary" and "Bonus."
(9)Includes 26,000, 13,000, 6,600, 6,600, 6,600 options granted in 1998
under the TBHC Plan to Messrs. Peltz, May, Barnes, Kogan and Schorr,
respectively, and 21,000 options granted in 1997 under the TBHC Plan to Mr.
Weinstein, the exercise prices of which were equitably adjusted in 1999. In May
1999, in accordance with the terms of the TBHC Plan, the Performance
Compensation Subcommittee of the Triarc Board of Directors equitably adjusted
the exercise price of all outstanding options under the TBHC Plan to reflect the
effects of the transfer of cash and deferred tax assets from TBHC to Triarc and
the contribution of Stewart's Beverages, Inc. to TBHC. As a result, the exercise
price of each of the TBHC options granted in 1998 at an exercise price of
$191.00 per share was equitably adjusted to $138.83 per share and the exercise
price of each TBHC option granted in 1997 at an exercise price of $147.30 per
share was equitably adjusted to $107.05 per share. In addition, holders of
options with an original exercise price of $147.30 per share may be entitled to
a cash payment of $51.34 per share, and holders of options with an original
exercise price of $191.00 per share may be entitled to a cash payment of $39.40
per share, if they exercise their options or their right to resell their shares
to TBHC. Triarc has agreed with TBHC that Triarc will pay or reimburse TBHC for
any such cash payment to a holder of options to the extent that such holder was
an employee of Triarc (but not an employee of a subsidiary of Triarc) on May 17,
1999.
(10)Represents grants of options made pursuant to the TBHC Plan which were
equitably adjusted in 1999. See footnote (9) above.
(11)Represents amounts contributed to 401(k) plan by Triarc (Snapple, in
the case of Mr. Weinstein) on behalf of the Named Officer.
(12)Includes $8,800, $7,200 and $6,400 contributed to 401(k) plan by Triarc
on behalf of Mr. Schorr in fiscal 1999, 1998 and 1997, respectively, and $3,987
of other compensation paid by Triarc in an amount equal to premiums for life
insurance in each of fiscal 1999, 1998 and 1997.
Compensation of Directors
Neither the Company nor Triarc (or any of their subsidiaries) pays any
additional remuneration to its employees (or employees of any of its affiliates)
for serving as directors of the Company. See "Executive Compensation -- Certain
Employment Arrangements with Executive Officers" below for certain information
relating to compensation of the Company's management directors.
Certain Employment Arrangements with Executive Officers
Nelson Peltz and Peter W. May. Since April 1993, Nelson Peltz and Peter W.
May have been serving Triarc as its Chairman and Chief Executive Officer and its
President and Chief Operating Officer, respectively. Under the terms of their
original employment and compensation arrangements, which expired by their terms
in April 1999, each of them received an annual base salary of $1.00. In
addition, Messrs. Peltz and May participated in the incentive compensation and
welfare and benefit plans made available to Triarc's corporate officers. New
employment agreements were entered into by Triarc and Messrs. Peltz and May,
effective as of May 1, 1999. The agreements provide for a five year term through
April 30, 2004, unless otherwise terminated as provided therein, with automatic
annual one year renewals unless either Triarc or the executive gives written
notice not later than 180 days preceding the date of any such extension that
such party does not wish to extend the term. The agreements provide for annual
base salaries of $1,400,000 per year for Mr. Peltz and $1,200,000 per year for
Mr. May, subject to increase but not decrease from time to time. In addition,
the executives will receive an annual bonus for each fiscal year at least equal
to the bonus amount actually earned under Triarc's 1999 Executive Bonus Plan,
which plan was approved by Triarc's stockholders; provided that the Triarc Board
of Directors (including the Compensation Committee) may award additional bonuses
in its discretion. In the event employment is terminated by Triarc without
"cause", or by the executive for "good reason" (as each such term is defined in
the agreements), or at the executive's option following a "change of control,"
the agreements provide that each executive will be entitled to receive within
ten days of termination, among other things, an amount equal to the sum of: (i)
the executive's then current base salary through the date of termination, any
bonus amounts payable, and accrued vacation pay; (ii) the executive's then
current base salary through the remainder of the employment term; (iii) five
times the highest bonus as calculated under the agreements; and (iv) five times
the sum of Triarc contributions paid or accrued on the executive's behalf to any
defined contribution retirement plans during the year preceding termination . In
addition, the executives will be entitled to receive a pro rata bonus for the
year in which the termination occurs. "Change of control" would generally
include the following events: (i) a majority of Triarc's directors being
replaced; (ii) any person, defined in the Securities Exchange Act of 1934, as
amended, acquires 50% or more of the combined voting power of Triarc's voting
securities; (iii) a sale of all or substantially all of the assets of Triarc;
(iv) a merger or similar transaction that requires stockholder approval, unless
Triarc's stockholders continue to own 50% or more of the combined voting power
of the resulting entity's voting securities; (v) Triarc's stockholders approve a
plan of complete liquidation or dissolution of Triarc; or (vi) such other events
as may be designated by Triarc's Board of Directors. Under the agreements, in
the event that any benefit paid to Messrs. Peltz and May becomes subject to
excise tax imposed under Section 4999 of the Internal Revenue Code, Triarc will
indemnify Messrs. Peltz and May so that after payment of such excise taxes,
Messrs. Peltz and May will be in the same after- tax position as if no excise
tax had been imposed. The agreements also provide that in the event that
employment is terminated without "cause" by Triarc, by Messrs. Peltz or May for
"good reason", or under other specified circumstances (including a change of
control), all non-vested stock options and other non-vested stock or stock-based
awards then owned by the executives will, subject to certain limitations, vest
immediately and (i) subject to certain limitations, all of such awards granted
on or after February 24, 2000 and (ii) all of the Triarc stock options granted
before February 24, 2000 with an exercise price greater than $17.6875 per share
(the closing price of Triarc's common stock on such date), will remain
exercisable until the earlier of one year following termination or the award's
stated expiration date.
Michael Weinstein. Snapple and Mistic entered into an amended and
restated employment agreement, effective as of June 1, 1997, with Michael
Weinstein, providing for the employment of Mr. Weinstein as the Chief Executive
Officer of TBHC, Snapple, Mistic and Royal Crown. The term of employment will
continue until January 2, 2001, unless otherwise terminated as provided in the
agreement. Mr. Weinstein's employment agreement is automatically renewed for
additional one year periods unless either Mr. Weinstein or Snapple elect, upon
180 days' notice, not to renew. Mr. Weinstein receives an annual base salary of
$525,000, and is eligible to receive an annual cash incentive bonus and future
grants of options to purchase shares of Triarc's Class A Common Stock. Mr.
Weinstein also received a special payment of $2,000,000 in January 2000, of
which $1,000,000 vested as of July 1, 1997 and $333,333 vested on each of
January 2, 1998, 1999 and 2000.
Mr. Weinstein is also entitled to participate in any insurance, including
life, disability, medical and dental, vacation, pension and retirement plans and
to receive any other employee benefits and perquisites made generally available
by Snapple to its senior officers. In addition, Mr. Weinstein is entitled to a
monthly automobile allowance in the amount of $900.
In the event Snapple terminates Mr. Weinstein's employment without good
cause, Mr. Weinstein's employment agreement provides that he will receive an
amount equal to the sum of: (1) the greater of: (a) his base salary for one year
and (b) the entire amount of base salary that would be payable to Mr. Weinstein
under his employment agreement through the last day of the then current term,
plus any earned but unpaid base salary, vacation or annual bonus in respect of a
prior year owing to Mr. Weinstein accrued before the termination; plus (2) Mr.
Weinstein's annual bonus for the year in which the termination occurs.
In addition, Mr. Weinstein's option to purchase 15,000 shares of
Triarc's Class A Common Stock will vest immediately as of the date of his
termination and may be exercised by Mr. Weinstein within the earlier of one year
from the date of termination or on the date the option expires. Mr. Weinstein's
employment agreement also provides that in the event of a change in control, Mr.
Weinstein may terminate his employment within 12 months following the change in
control, if he does so because of any substantial diminution of his title,
duties, or responsibilities, or any material reduction in compensation, and will
be entitled to receive the same payments that he would have been entitled to
receive had his employment been terminated without good cause.
Mr. Weinstein's employment agreement also contains confidentiality
provisions that prohibit him from disclosing confidential information relating
to Snapple, its subsidiaries or its affiliated companies during the term of his
employment agreement and for a period of four years afterwards. In addition, the
agreement contains non-competition provisions that prohibit Mr. Weinstein from
competing in the premium or carbonated beverage business for a period of 18
months following the termination of his employment for cause or his voluntary
resignation before the last day of his term of employment.
John L. Barnes, Jr., Eric D. Kogan and Brian L. Schorr. Each of Messrs.
Barnes, Kogan and Schorr, Executive Vice Presidents of the Company and Triarc's
Executive Vice President and Chief Financial Officer, Executive Vice President -
Corporate Development and Executive Vice President and General Counsel,
respectively, are parties to employment agreements with Triarc entered into
effective as of February 24, 2000. The agreements provide for a three year term,
unless otherwise terminated as provided therein, with automatic annual one year
renewals unless either Triarc or the employee gives written notice not later
than 180 days preceding the date of any such extension that such party does not
wish to extend the term. The agreements provide for annual base salaries of
$475,000 per year, subject to increase but not decrease from time to time. In
addition, the executives are eligible to receive bonuses during each of Triarc's
fiscal years from time to time as appropriate, in the sole discretion of Triarc,
and to participate in Triarc's 1999 Executive Bonus Plan. In the event
employment is terminated by Triarc, without "cause", or by an executive for
certain specified reasons (including following a "change of control" or for
"good reason", such terms having similar definitions as in Messrs. Peltz' and
May's employment agreements), the agreements provide that each executive will be
entitled to receive within ten days of termination, among other things, an
amount equal to the sum of: (i) the executive's then current base salary through
the date of termination, any bonus amounts payable, accrued vacation pay, and
two and one-half times the sum of Triarc contributions paid or accrued on the
executive's behalf to any defined contribution retirement plans during the year
preceding termination; (ii) the executive's then current salary through the
remainder of the employment term (but in no event for more than two and one-half
years); and (iii) two and one-half times the highest bonus, as calculated under
the agreements. In addition, the executives will be entitled to receive a pro
rata bonus for the year in which the termination occurs. Under the agreements,
in the event that any benefit paid to Messrs. Barnes, Kogan or Schorr becomes
subject to excise tax imposed under Section 4999 of the Internal Revenue Code,
Triarc will indemnify Messrs. Barnes, Kogan and Schorr so that after payment of
such excise taxes, Messrs. Barnes, Kogan and Schorr will be in the same
after-tax position as if no excise tax had been imposed. The agreements also
provide that in the event that employment is terminated without "cause" by
Triarc, by Messrs. Barnes, Kogan or Schorr for "good reason", or under other
specified circumstances (including a change of control), all non-vested stock
options and other non-vested stock or stock-based awards of Triarc or any
subsidiary (including the Company) then owned by the executives will, subject to
certain limitations, vest immediately and (i) subject to certain limitations,
all of such awards granted on or after February 24, 2000 and (ii) all of the
Triarc stock options granted before February 24, 2000 with an exercise price
greater than $17.6875 per share (the closing price of Triarc's common stock on
such date), will remain exercisable until the earlier of one year following
termination or the award's stated expiration date.
CASH INCENTIVE PLANS
The Triarc Beverage Group ("TBG") has an annual cash incentive plan (the
"Annual Incentive Plan") for executive officers and key employees, including Mr.
Weinstein.
The Annual Incentive Plan is designed to provide annual incentive awards to
participants, with amounts payable being linked to whether the applicable
company has met certain pre-determined financial goals and the performance of
the participant during the preceding year. Under the Annual Incentive Plan,
participants may receive awards of a specified percentage of their then current
base salaries, which percentage varies depending upon the level of seniority and
responsibility of the participant. Such percentage is set by TBG's management in
consultation with management of Triarc. Such awards may be adjusted on a
discretionary basis to reflect the relative individual contribution of the
executive or key employee, to evaluate the "quality" of TBG's earnings or to
take into account external factors that affect performance results. Management
of Triarc and TBG may also decide that multiple performance objectives related
to TBG's and/or the individual's performance may be appropriate and in such
event, such factors would be weighted in order to determine the amount of the
annual incentive awards. The Annual Incentive Plan is administered by Triarc's
management and may be amended or terminated at any time.
TRIARC'S 1999 EXECUTIVE BONUS PLAN
Triarc's 1999 Executive Bonus Plan is designed to provide incentive
compensation for designated executive officers and key employees of Triarc and
its subsidiaries that is directly related to the financial performance of
Triarc. The plan was approved by Triarc's stockholders on September 23, 1999.
The 1999 Executive Bonus Plan, which is effective as of May 3, 1999, provides
for two types of bonuses to be awarded to designated participants: "Formula
Bonus Awards" and "Performance Goal Bonus Awards". Formula Bonus Awards are
based solely on Triarc's operating performance using certain predetermined
factors outlined in the plan. Performance Goal Bonus Awards are based on Triarc
achieving certain performance goals which are established annually by the
Performance Compensation Subcommittee of the Triarc Board of Directors (the
"Performance Committee"), based on specific criteria set forth in the 1999
Executive Bonus Plan. Such critieria include the successful completion of
acquisitions, dispositions, recapitalizations, financings and refinancings,
return on Triarc's investment portfolio and other market and operating
performance measures, including, among other things, earnings per share, market
share, margins, productivity improvement and stock price. The Performance
Committee establishes the performance goals as to each participant for each plan
year and, if more than one performance goal is established, the weighting of the
performance goals. Messrs. Peltz and May are eligible to receive Formula Bonus
Awards and each of Messrs. Peltz, May, Barnes, Kogan and Schorr has been
designated by the Performance Committee as being eligible to receive a
Performance Goal Bonus Award under the 1999 Executive Bonus Plan for plan year
2000. Performance Goal Bonus Awards may not exceed $5,000,000 to any single
participant for any plan year. The Performance Committee may, in its sole and
absolute discretion, adjust or modify the calculation of the performance goals
in certain circumstances. In addition, the 1999 Executive Bonus Plan provides
that the Performance Committee may reduce or eliminate a Performance Goal Bonus
Award even if certain performance goals have been achieved if the Performance
Committee, in its sole discretion, determines to do so. The Performance
Committee may also amend, suspend, or terminate the 1999 Executive Bonus Plan or
any portion thereof at any time; provided that no such amendment or alteration
shall be made that would impair the rights of any participant without the
participant's consent. Payments of awards under the 1999 Executive Bonus Plan
are intended to be exempt from the tax deduction limitation of Section 162(m) of
the Internal Revenue Code, which generally limits deductions for compensation
paid to senior executive officers to $1.0 million per year.
DISCRETIONARY BONUSES
From time to time, the Compensation Committee of the Triarc Board may award
discretionary bonuses based on performance to certain executive officers,
including executive officers of the Company. The amounts of such bonuses will be
based on the Compensation Committee's evaluation of each such individual's
contribution.
TRIARC'S 1993 EQUITY PARTICIPATION PLAN
The 1993 Plan, which expired on April 24, 1998, provided for the grant of
options to purchase Triarc's Class A Common Stock, stock appreciation rights
("SARs"), restricted shares of Class A Common Stock and, to non-employee
directors of Triarc, at their option, shares of Class A Common Stock in lieu of
annual retainer fees and/or Board of Directors or committee meeting attendance
fees ("Fees") that would otherwise be payable in cash. Directors, selected
officers and key employees of, and key consultants to, Triarc and its
subsidiaries were eligible to participate in the 1993 Plan. A maximum of
10,000,000 shares of Class A Common Stock (subject to certain adjustments) were
authorized to be delivered by Triarc pursuant to options, SARs and restricted
shares granted under the 1993 Plan. As of April 25, 2000, options to acquire a
total of 7,978,684 shares of Triarc's Class A Common Stock were outstanding
under the 1993 Plan. The plan is administered by the Performance Committee.
TRIARC'S 1998 EQUITY PARTICIPATION PLAN
The 1998 Plan was approved by Triarc's Board of Directors on March 10, 1998
and was approved by Triarc's stockholders on May 6, 1998. The 1998 Plan replaced
the 1993 Plan which expired on April 24, 1998. The 1998 Plan provides for the
granting of stock options, SARs and restricted stock to officers and key
employees of, and consultants to, Triarc and its subsidiaries and affiliates.
The 1998 Plan provides for automatic awards of options to non-employee directors
of Triarc and permits non-employee directors of Triarc to elect to receive all
or a portion of their Fees in shares of Triarc's Class A Common Stock. Subject
to certain antidilution adjustments, a maximum of 5,000,000 aggregate shares of
Triarc's Class A Common Stock may be granted on the exercise of options or SARs
or upon a director's election to receive Fees in Triarc shares pursuant to the
1998 Plan. In addition, the maximum number of shares of Triarc's Class A Common
Stock that may be granted to any individual in a calendar year is 1,000,000
shares. As of April 25, 2000, options to acquire 1,987,000 shares of Triarc's
Class A Common Stock were outstanding under the 1998 Plan. The 1998 Plan is
administered by the Performance Committee. The term during which awards may be
granted under the 1998 Plan will expire on April 30, 2003.
TRIARC BEVERAGE HOLDINGS CORP. 1997 STOCK OPTION PLAN
The TBHC Option Plan was approved by the Company's Board of Directors and
by the Performance Committee on August 19, 1997, and amended in May 1999, and
provides for the grant of options to acquire common stock of TBHC. Key
employees, officers, directors and consultants of TBHC and its subsidiaries and
affiliates, and of Triarc and its other subsidiaries and affiliates, are
eligible to participate in the TBHC Plan. A maximum of 150,000 shares of TBHC
common stock (subject to certain adjustments) are authorized to be delivered by
TBHC pursuant to options granted under the plan, representing 15% of the
outstanding shares of TBHC common stock determined on a fully-diluted basis. As
of April 25, 2000, options to acquire 147,450 shares of TBHC common stock were
outstanding under the TBHC Plan. The TBHC Plan is administered by the
Performance Committee. The term during which options may be granted under the
TBHC Plan expires on August 18, 2007.
1997 EQUITY PARTICIPATION PLAN
The 1997 Plan was approved by the Executive Committee of Triarc's Board of
Directors on December 11, 1997 and provides for the granting of stock options to
purchase shares of Triarc's Class A Common Stock. Participants in the 1997 Plan
are limited to selected key employees and consultants of Triarc, its
subsidiaries and affiliates, including the Company and its subsidiaries, who are
important to the success and growth of Triarc, its subsidiaries and affiliates,
but who are not "directors," "executive officers" or "officers" of Triarc. A
total of 500,000 shares of Triarc's Class A Common Stock are reserved for
issuance under the 1997 Plan. As of April 25, 2000, options to acquire 428,250
shares of Triarc's Class A Common Stock were outstanding under the 1997 Plan.
The 1997 Plan is administered by the Compensation Committee of the Triarc Board
of Directors. The term during which options may be granted under the 1997 Plan
expires on December 11, 2002.
OPTIONS GRANTED IN FISCAL 1999
The following table sets forth certain information with respect to optionso
to purchase shares of Triarc's Class A Common Stock granted to the Named
Officers in the fiscal year ended January 2, 2000. No grants of options to
purchase shares of TBHC common stock were made under the TBHC Plan to any Named
Officer during fiscal 1999. No SARs were granted to any of the Named Officers,
and no stock options were exercised by any Named Officer during fiscal 1999. The
grants expiring in March 2009 were made with respect to fiscal 1998 while the
other grants listed were made with respect to fiscal 1999.
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE) DATE VALUE(3)
---- ------------- -------------- ------------- ---- --------
<S> <C> <C> <C> <C> <C>
Nelson Peltz................ 200,000 9.00% $17.75 12/22/09 $1,632,720
Peter W. May.............. 100,000 4.50% $17.75 12/22/09 $816,360
Michael Weinstein...... 15,000 0.68% $17.75 12/22/09 $122,454
10,000(4) 0.45% $16.875 03/15/09 $72,847
John L. Barnes, Jr. ....... 50,000 2.25% $17.75 12/22/09 $408,180
50,000(4) 2.25% $16.875 03/15/09 $364,235
Eric D. Kogan.............. 50,000 2.25% $17.75 12/22/09 $408,180
50,000(4) 2.25% $16.875 03/15/09 $364,235
Brian L. Schorr............ 50,000 2.25% $17.75 12/22/09 $408,180
50,000(4) 2.25% $16.875 03/15/09 $364,235
</TABLE>
<PAGE>
- ---------
(1) All options granted to Named Officers during 1999 were granted under
the 1998 Plan. One third of the options granted under the 1998 Plan
will vest on each of the first, second and third anniversaries of the
date of grant and the options will be exercisable at any time between
the date of vesting and the tenth anniversary of the date of grant. The
option agreements evidencing options to purchase shares of Triarc's
Class A Common Stock awarded to Messrs. Peltz, May, Barnes, Kogan and
Schorr provide that the options may be transferred by the optionee
pursuant to a domestic relations order or to certain permitted
transferees.
(2) The percentages are based on the aggregate number of options granted in
fiscal 1999 to purchase Triarc's Class A Common Stock. Of the 2,221,000
total options to purchase Triarc's Class A Common Stock granted in
fiscal 1999, options to purchase 844,250 shares were granted March 15,
1999 with respect to fiscal 1998.
(3) These values were calculated using a Black-Scholes option pricing
model. The actual value, if any, that an executive may realize will
depend on the excess, if any, of the stock price over the exercise
price on the date the options are exercised, and no assurance exists
that the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The following assumptions were
used to calculate the present value of the option grants with respect
to Triarc's Class A Common Stock:
(a) assumed option term of seven years;
(b) stock price volatility factors of .2895 and .2865 for the
March 15, 1999 and December 22, 1999 grants, respectively;
(c) annual discount rates of 5.34% and 6.57% for the March 15,
1999 and December 22, 1999 grants, respectively; and
(d) no dividend payment.
These estimated option values, including the underlying assumptions
used in calculating them, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995 and involve risks, uncertainties and other factors which may cause
the actual value of the options to be materially different from those
expressed or implied herein.
(4) These options were granted on March 15, 1999 in respect of fiscal 1998.
In addition to the foregoing grants of options, in May 1999, in
accordance with the terms of the TBHC Plan, the Performance Committee equitably
adjusted the exercise price of all outstanding options under the TBHC Plan to
reflect the effects of the transfer of cash and deferred tax assets from TBHC to
Triarc and the contribution of Stewart's Beverages, Inc. to TBHC. See footnote
(9) to the Summary Compensation Table above. The following table sets forth
certain information with respect to the options previously issued to the Named
Officers that were equitably adjusted in 1999.
<PAGE>
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE)(3) DATE VALUE(4)
<S> <C> <C> <C> <C> <C>
Nelson Peltz................ 26,000 17.88% $138.83 06/20/08 $6,045,520
Peter W. May.............. 13,000 8.94% $138.83 06/20/08 $3,022,760
Michael Weinstein...... 21,000 14.44% $107.05 08/19/07 $5,479,110
John L. Barnes, Jr. ....... 6,600 4.54% $138.83 06/20/08 $1,534,632
Eric D. Kogan.............. 6,600 4.54% $138.83 06/20/08 $1,534,632
Brian L. Schorr............ 6,600 4.54% $138.83 06/20/08 $1,534,632
</TABLE>
- ---------
(1) All options that were equitably adjusted during 1999 were granted under the
TBHC Plan. One third of the options granted under the TBHC Plan vested on July
1, 1999, and one-third will vest on each of July 1, 2000 and July 1, 2001.
(2) The percentages are based on the 145,425 total options previously granted
under the TBHC Plan that were equitably adjusted in 1999.
(3) The exercise price reflects the equitable adjustment made to the options in
1999. The options were originally granted to each of Messrs. Peltz, May,
Barnes, Kogan and Schorr in June 1998, at an exercise price of $191.00 per
share, and to Mr. Weinstein in August 1997, at an exercise price of $147.30
per share. Such exercise prices reflected the fair market value of the TBHC
common stock on the original date of grant as determined by a third-party
independent appraiser.
(4) These values were calculated using a Black-Scholes option pricing model. The
actual value, if any, that an executive may realize will depend on the excess,
if any, of the stock price over the exercise price on the date the options are
exercised, and no assurance exists that the value realized by an executive will
be at or near the value estimated by the Black-Scholes model. The following
assumptions were used to calculate the present value of the option grants with
respect to common stock:
(a) assumed option term of seven years from the original
date of grant;
(b) stock price volatility factor of 0.0001, reflecting the
fact that, as a privately held subsdiairy, the TBHC
common stock does not have a public trading market;
(c) an annual discount rate of 5.66%;
(d) no dividend payment; and
(e) 3% discount of Black-Scholes ratio for each year an
option remains unvested.
These estimated option values, including the underlying assumptions
used in calculating them, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995 and involve risks, uncertainties and other factors which may cause
the actual value of the options to be materially different from those
expressed or implied herein.
OPTION VALUES AT END OF FISCAL 1999
The following table sets forth certain information concerning the value
as of January 2, 2000 of unexercised in-the-money options to purchase shares of
Triarc's Class A Common Stock and shares of TBHC common stock granted to the
Named Officers outstanding as of the end of fiscal 1999.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED 1999(#) 1999($)(1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Nelson Peltz
Triarc Options... -0- -0- 1,281,666/2,408,334 3,973,246/465,379
TBHC Options.... -0- -0- 8,666/17,334 1,842,045/3,684,515
Peter W. May
Triarc Options... -0- -0- 860,000/1,575,000 2,681,254/305,621
TBHC Options..... -0- -0- 4,333/8,667 921,022/1,842,258
Michael Weinstein
Triarc Options... -0- -0- 31,666/38,334 187,246/97,379
TBHC Options..... -0- -0- 7,000/14,000 1,793,960/3,671,920
John L. Barnes, Jr.
Triarc Options... -0- -0- 203,334/156,666 907,425/339,650
TBHC Options.... -0- -0- 2,200/4,400 467,632/935,264
Eric D. Kogan
Triarc Options... -0- -0- 212,334/166,666 945,250/398,000
TBHC Options..... -0- -0- 2,200/4,400 467,632/935,264
Brian L. Schorr
Triarc Options... -0- -0- 238,334/156,666 1,063,675/339,650
TBHC Options..... -0- -0- 2,200/4,400 467,632/935,264
</TABLE>
- ---------
(1) On December 31, 1999 (the last trading day during fiscal 1999), the
closing price of Triarc's Class A Common Stock on the New York Stock
Exchange was $18.375 per share. TBHC common stock is not publicly
traded. The per share value as of January 2, 2000 is based on a
May 17, 1999 valuation of $311.99 per share provided to TBHC by an
independent third party, the latest valuation prepared.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Levato was appointed to the Compensation Committee of the Triarc Board
of Directors in July 1997. Mr. Levato has been a director of Triarc since July
1996 and retired as Executive Vice President and Chief Financial Officer of
Triarc in August 1996. Mr. Levato was Executive Vice President and Chief
Financial Officer of Mistic from June 1995 to August 1996. Mr. Levato is not a
member of the Performance Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership as of April 1,
2000 by each person known by the Company to be the beneficial owner of more than
5% of the outstanding shares of the Company's Common Stock (constituting the
only class of voting capital stock of the Company), each director of the Company
and nominee for director of the Company who has such ownership, each executive
officer whose name appears in the Summary Compensation Table above (the "Named
Officers") who was an executive officer of the Company as of April 1, 2000 and
all directors and executive officers as a group. Except as otherwise indicated,
each person has sole voting and dispositive power with respect to such shares.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
Triarc Consumer Products Group, LLC..... 850,000 shares(1)(2) 99.9%
280 Park Avenue
New York, NY 10017
Nelson Peltz ........................... 858,666 shares(2)(3) 99.9%
280 Park Avenue
New York, NY 10017
Peter W. May .......................... 854,333 shares(2)(4) 99.9%
280 Park Avenue
New York, NY 10017
Michael Weinstein..................... 7,000 shares(5) *
John L. Barnes, Jr. .................. 2,200 shares(5) *
Eric D. Kogan......................... 2,200 shares(5) *
Ernest J. Cavallo..................... 4,250 shares(5) *
Brian L. Schorr......................... 2,200 shares(5) *
Directors and Executive Officers as a group
(20 persons)........................... 893,390 shares 99.9%
- ---------
* Less than 1%
(1) TCPG has pledged such shares to secure loans made under a credit
agreement to subsidiaries of TCPG and the Company. See "Item 13. Certain
Relationships and Related Transactions - Financing Transactions" below.
(2) TCPG is a wholly-owned subsidiary of Triarc and as such Triarc is the
direct beneficial owner of 850,000 shares of TBHC Common Stock and each company
has shared voting and investment power over the shares. As the direct beneficial
owners of 34.7% and 33.3%, respectively, of Triarc's Class A Common Stock,
Messrs. Peltz and May may be deemed to share voting and investment power of the
850,000 shares of TBHC Common Stock owned by TCPG. Messrs. Peltz and May
disclaim beneficial ownership of these shares.
(3) Includes options to purchase 8,666 shares of TBHC Common Stock that
have vested or will vest within 60 days of April 1, 2000.
(4) Includes options to purchase 4,333 shares of TBHC Common Stock that
have vested or will vest within 60 days of April 1, 2000.
(5) Represents options to purchase shares of TBHC Common Stock that have
vested or will vest within 60 days of April 1, 2000.
The following table sets forth the beneficial ownership as of April 1, 2000
by each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Triarc's Class A Common Stock (constituting the
only class of voting capital stock of Triarc), each director of the Company and
nominee for director of the Company who has such ownership, each executive
officer whose name appears in the Summary Compensation Table above (the "Named
Officers") who was an executive officer of the Company as of April 1, 2000 and
all directors and executive officers as a group.
Except as otherwise indicated, each person has sole voting and dispositive power
with respect to such shares.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
DWG Acquisition Group, L.P. ...... 5,982,867 shares(1) 30.0%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ...................... 7,373,567 shares(1)(2)(3) 34.7%
280 Park Avenue
New York, NY 10017
Peter W. May ...................... 6,931,333 shares(1)(2) 33.3%
280 Park Avenue
New York, NY 10017
Neuberger Berman Inc. 2,014,050 shares (4) 10.1%
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158
William Ehrman .................... 1,883,695 shares(5) 9.5%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
William D. Lautman
350 Park Avenue
New York, NY 10022
Michael Weinstein.................. 46,633 shares *
John L. Barnes, Jr. ............... 264,001 shares 1.3%
Eric D. Kogan...................... 293,001 shares 1.5%
Ernest J. Cavallo.................. 31,999 shares *
Brian L. Schorr.................... 301,991 shares 1.5%
Directors and Executive Officers as
a group (20 persons)............... 9,554,155 shares 40.9%
- ----------
* Less than 1%
(1) The Company is informed that DWG Acquisition has pledged such shares to
a financial institution on behalf of Messrs. Peltz and May to secure loans made
to them.
(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz
and Mr. May are the sole general partners.
(3) Includes 21,200 shares owned by a family trust of which Mr. Peltz is a
trustee and 2,600 shares owned by minor children of Mr. Peltz. Mr. Peltz
disclaims beneficial ownership.
(4) The information set forth herein with respect to Neuberger Berman, LLC
("Neuberger LLC") and Neuberger Berman, Inc. (the parent holding company of
Neuberger LLC, "Neuberger Inc.") is based solely on information contained in a
Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on
February 10, 2000 pursuant to the Exchange Act. Neuberger LLC, along with
Neuberger Berman Management Inc. ("Management"), serve as sub-adviser and
investment manager, respectively, of Neuberger Inc.'s various mutual funds.
Neuberger LLC and Management are deemed to be beneficial owners of 2,014,050
shares of Triarc's Class A Common Stock. These shares are included as shares
over which Neuberger LLC and Management has shared voting and dispositive power.
Neuberger LLC and Management disclaim beneficial ownership of 103,100 shares of
Triarc's Class A Common Stock owned by employees in their own personal
securities accounts.
(5) The information set forth herein with respect to Messrs. Ehrman,
Greenberg, Ketcher, Gerstl, and Lautman is based solely on information contained
in a Schedule 13G/A filed with the SEC on February 16, 2000 under the Exchange
Act. The shares reflected include an aggregate of 1,883,695 shares of Class A
Common Stock that Messrs. Ehrman, Ketcher, Gerstl, Greenberg and Lautman may be
deemed to beneficially own as general partners of EGS Management, L.L.C., a
Delaware limited liability company, EGS Associates, L.P., a Delaware limited
partnership, EGS Partners, L.L.C., a Delaware limited liability company, Bev
Partners, L.P., a Delaware limited partnership, and Jonas Partners, L.P., a New
York limited partnership. The shares reflected also include (i) 61,300 shares of
Triarc's Class A Common Stock owned directly by Mr. Ehrman; (ii) 7,500 shares of
Triarc's Class A Common Stock owned directly by Mr. Gerstl; and (iii) 2,000
shares of Triarc's Class A Common Stock owned directly by Mr. Greenberg.
-------------------
The above beneficial ownership table includes options to purchase shares of
Triarc's Class A Common Stock which have vested or will vest within 60 days of
April 1, 2000 by the following persons:
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER REPRESENTED BY OPTIONS
Nelson Peltz................... 1,340,000 shares
Peter W. May................... 901,666 shares
Michael Weinstein.............. 43,333 shares
Ernest J. Cavallo.............. 31,999 shares
John L. Barnes, Jr. ........... 260,001 shares
Eric D. Kogan.................. 279,001 shares
Brian L. Schorr................ 295,001 shares
Directors and Executive
Officers as a group (20)persons. 3,442,498 shares
The beneficial ownership table does not include 3,998,414 shares of
Triarc's non-voting Class B Common Stock owned as of April 1, 2000 by entities
controlled by Victor Posner (collectively, the "Posner Entities"). In August
1999, Triarc entered into a definitive agreement with the Posner Entities to
acquire all of Triarc's Class B Common Stock. One-third of such shares
(1,999,208 shares) were acquired by Triarc in August 1999. The agreement further
provides that one-half of the remaining shares of Class B Common Stock
(1,999,207 shares) will be acquired by Triarc on or before August 19, 2000 and
the balance of such shares (1,999,207 shares) will be purchased on or before
August 19, 2001. Each of the purchase dates is subject to extension in certain
limited circumstances. None of the directors or nominees for directors of the
Company or the Named Officers beneficially owned any shares of Triarc's Class B
Common Stock as of April 1, 2000.
Except for the arrangements relating to the shares described in footnote
(1) to each of the beneficial ownership tables, there are no arrangements known
to the Company the operation of which may at a subsequent date result in a
change in control of the Company.
Item 13. Certain Relationships and Related Transactions
Tax Sharing Agreement
The Company and its principal subsidiaries are included in a consolidated
federal income tax return with Triarc and combined state tax returns in some
states. On February 25, 1999, the Company and its subsidiaries entered into a
tax sharing agreement with Triarc and TCPG and its subsidiaries. The tax sharing
agreement was amended as of February 25, 1999, the date of the agreement. Under
this tax sharing agreement, as amended, for each year for which TCPG and any of
its subsidiaries are included in the Triarc return, TCPG will pay, or cause its
subsidiaries, including the Company and its subsidiaries, to pay, to Triarc an
amount equal to the federal income tax liability that would have been payable by
TCPG for that year, determined generally as if TCPG and its subsidiaries had
filed a separate, consolidated federal income tax return for that year on behalf
of ourselves and our subsidiaries. The payment to Triarc is based on current
income less the following benefits: (i) losses, credits and overpayments of any
of the Company's subsidiaries carried over from 1998 or prior years; (ii)
deductions relating to the write-off of call premiums and debt issuance expenses
on indebtedness of any of our subsidiaries that was outstanding before the
effective date of this tax sharing agreement; (iii) deductions relating to
exercise or payment in cancellation of stock options of Triarc; and (iv) any
losses relating to any investment in Chesapeake Insurance Company Limited by a
subsidiary of TCPG.
Triarc has the right to cause the effective transfer to it of the value of
any unutilized portion of the above four items, but only to the extent permitted
under the net worth covenant in the credit agreement to which subsidiaries of
the Company and TCPG are parties. Also, under this tax sharing agreement,
similar arrangements apply in some states where TCPG or its subsidiaries file on
a combined basis with Triarc or any of its other subsidiaries. However, TCPG's
liability will not be less than any increase in taxes resulting from the
inclusions of TCPG or any of its subsidiaries in the combined return.
Supply Arrangements
The Company's subsidiaries purchase some raw materials, flavors and
packaging from Triarc at Triarc's purchase cost from unaffiliated third-party
suppliers. The Company's subsidiaries purchased raw materials, flavors and
packaging from Triarc in the amount of $139.7 million in 1999.
Management Services Agreement
Under a management services agreement with Triarc and Royal Crown Company,
Inc. ("Royal Crown"), a subsidiary of TCPG, the Company and its subsidiaries
receive from Triarc management services, including legal, accounting, tax,
insurance, financial and other management services. The management fee payable
to Triarc under such agreement is an aggregate of $6.7 million per year, which
may be increased but not decreased, based on changes in an appropriate consumer
price index. The aggregate fee to be paid each year is allocated among certain
subsidiaries of the Company and Royal Crown. The parties to the agreement are
also required to reimburse Triarc for costs and expenses incurred by Triarc in
connection with supply agreements that Triarc has entered into relating to items
used in connection with the business of the Triarc Beverage Group. The parties
to the agreement are also reimburse Triarc for costs and expenses incurred by
Triarc relating to: (i) insurance maintained by Triarc, including medical,
general liability and directors and officers liability insurance, (ii) the
management or operation of employee benefit plans, and (iii) the acquisition
from third parties of goods and services and the use of equipment purchased,
arranged for or provided by Triarc, to the extent that any of the above are for
the benefit of, or used by, us or any of our subsidiaries. In 1999, the Company
and its subsidaries paid approximately $2.2 million in fees to Triarc under the
management services agreement. In addition, in 1999 the Company and its
subsidiaries paid approximately $552,000 in fees to Triarc under a management
services agreement that was in effect from January 1, 1999 to February 25, 1999.
Issuance of Preferred Stock
On May 22, 1997, the Company issued 75,000 shares of redeemable cumulative
convertible preferred stock to Triarc for $75,000,000. Following a reverse stock
split, there are currently 750 shares issued and outstanding. The preferred
stock bears a cumulative annual dividend of 10% per annum that is payable in
cash or in kind if declared by, and at the Company's option. Each share is
convertible into one share of the Company's common stock. The preferred stock
must be redeemed on May 22, 2009 at $100,000 per share plus accrued and unpaid
dividends. No cash dividends were paid in 1997, 1998 or 1999, although the
Company recorded cumulative dividends of $4.6 million in 1997, $8.0 million in
1998 and $8.7 million in 1999. Triarc contributed the preferred stock to TCPG in
connection with the February 1999 offering by TCPG and the Company of $300
million aggregate principal amount of 10.25% senior subordinated notes due 2009.
Financing Transactions
On February 25, 1999, TCPG and the Company issued $300,000,000 principal
amount of 10.25% senior subordinated notes due 2009 (the "Notes") and Snapple,
Mistic and Stewart's, as well as RC/Arby's Corporation ("RC/Arby's"), a
wholly-owned subsidiary of TCPG, and Royal Crown (collectively, the "Borrowers")
concurrently entered into an agreement (the "Credit Agreement") for a
$535,000,000 senior bank credit facility (the "Credit Facility") consisting of a
$475,000,000 term facility, all of which was borrowed as three classes of term
loans (the "Term Loans") on February 25, 1999, and a $60,000,000 revolving
credit facility (the "Revolving Credit Facility") which provides for borrowings
(the "Revolving Loans") by Snapple, Mistic, Stewart's, RC/Arby's or Royal Crown.
There were no borrowings under the Revolving Credit Facility in 1999. The
Company utilized the proceeds of the borrowings under the Term Loans together
with available cash and cash equivalents to (1) repay on February 25, 1999 the
$284,333,000 outstanding principal amount of the term loans under a prior credit
agreement and $1,503,000 of related accrued interest, (2) transfer $92,500,000
of proceeds in conjunction with the transfer of $96,300,000 (including
$3,800,000 relating to then estimated deferred financing costs) of obligations
under the Term Loans to Royal Crown, (3) acquire Millrose Distributors, Inc. (a
subsidiary of the Company) for $17,491,000, (4) pay allocated fees and expenses
of $16,991,000, including $3,460,000 of actual costs reimbursed by Royal Crown,
relating to the consummation of the Credit Facility (collectively, the
"Refinancing Transactions"), and (5) pay one-time distributions to Triarc
through TCPG of $87,220,000, including dividends of $82,837,000. The Company
accrued interest expense on the $96,300,000 of term loans transferred to Royal
Crown and interest income on the $92,500,000 of net proceeds of such borrowings.
The interest expense and interest income were charged and credited,
respectively, to Royal Crown.
Other Transactions
In December 1999, Royal Crown transferred $10,000,000 to the Company in
order for the Company to invest such amount on Royal Crown's behalf in
commercial paper which matured in 2000. The income from the investment was
credited to Royal Crown.
Commencing in July 1997, following the relocation of Royal Crown's
corporation headquarters which were centralized with the Company's offices in
White Plains, New York, the Company commenced performing certain services for
Royal Crown as well as Royal Crown performing certain services for the Company.
The Company provides certain finance, administrative, operational and,
commencing in 1998, legal services for Royal Crown. In 1999 Royal Crown provided
certain operational services to the Company. The costs of all such services have
been allocated based on estimated time expended. The allocated charges by the
Company to Royal Crown net of the allocated charges to the Company by Royal
Crown were $951,000 for 1999.
On February 25, 1999, Messrs. Peltz and May purchased an aggregate $20.0
million of the Notes and entered into a registration rights agreement with the
Company, that provided for customary demand and piggy-back registration rights.
The Company has been advised by Messrs. Peltz and May that they no longer hold
any of these Notes.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIARC BEVERAGE HOLDINGS CORP.
(Registrant)
By: BRIAN L. SCHORR
--------------------------------
Brian L. Schorr
Executive Vice President
DATE: May 1, 2000
<PAGE>
