UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 333-78625-11
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: April 2, 2000
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________________________
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART 1--REGISTRANT INFORMATION
TRIARC BEVERAGE HOLDINGS CORP.
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(Full Name of Registrant)
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(Former Name if Applicable)
709 Westchester Avenue
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(Address of Principal Executive Office (Street and Number))
White Plains, New York 10604
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(City, State and Zip Code)
PART II--Rules 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
| thereof, will be filed on or before the fifteenth calendar day
[X] | following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof,
| will be filed on or before the fifth calendar day following the
| prescribed due date; and
| (c) The accountant's statement or other exhibit required by
| Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Triarc Beverage Holdings Corp. (the "Company") could not complete the
electronic filing of its Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2000 (the "Form 10-Q") by the prescribed filing
date of May 17, 2000 without unreasonable effort or expense as a result
of the following:
The Company became a new registrant subject to Form 10-K and Form 10-Q
filing requirements in connection with the December 23, 1999
declaration of effectiveness of a registration statement on Form S-4
(the "Form S-4") and completion of a related exchange offer on January
28, 2000 with respect to $300.0 million principal amount of 10 1/4%
senior subordinated notes due 2009 (the "10 1/4% Notes") of which the
Company is a co-issuer with its parent, Triarc Consumer Products Group,
LLC ("Triarc Consumer Products Group"), a wholly-owned subsidiary of
Triarc Companies, Inc. ("Triarc"). Certain of Triarc's key personnel
that are integral to the completion of the filings of the Company are
also integral to the completion of filings for each of Triarc and
Triarc Consumer Products Group, which also became a new registrant
because it was a co-issuer of the 10 1/4% Notes registered pursuant to
the Form S-4. Due to significant time constraints on Triarc's key
personnel referred to above, both the Company and Triarc Consumer
Products Group filed Forms 12b-25 with respect to their Annual Reports
on Form 10-K for the fiscal year ended January 2, 2000 and subsequently
filed their Forms 10-K on April 17 and April 14, 2000, respectively,
which filings were within fifteen calendar days following the
prescribed due date of April 3, 2000. This delay substantially
compressed the time available for closing the Company's books and
completing the Company's Form 10-Q. Accordingly, the Company's Form
10-Q could not be completed by the prescribed filing date. It should be
noted that the Company is only subject to SEC filing requirements by
virtue of its being a co-issuer with Triarc Consumer Products Group of
the 10 1/4% Notes, and the Forms 10-Q of Triarc Consumer Products Group
and Triarc for the fiscal quarter ended April 2, 2000 were filed by the
prescribed filing date of May 17, 2000. Since Triarc's key personnel
were integral to the completion of the Company's Form 10-Q for the
quarter ended April 2, 2000 as well as the Form 10-Q's for each of
Triarc Consumer Products Group and Triarc, the Company has been unable
to complete the Form 10-Q for the quarter ended April 2, 2000 without
unreasonable effort or expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Fred Schaefer (212) 451-3000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
<PAGE>
If answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Annex A hereto.
<PAGE>
TRIARC BEVERAGE HOLDINGS CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 18, 2000 By:/s/ Fred H. Schaefer
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Fred H. Schaefer
Vice President and Chief Accounting Officer
<PAGE>
Annex A
For the reasons stated in Part III to this Form 12b-25, the Company's Form 10-Q
for its fiscal quarter ended April 2, 2000 was not filed by the prescribed due
date of May 17, 2000. The Company expects to report in its condensed
consolidated financial statements in its Form 10-Q (1) revenues of $140.6
million for the three months ended April 2, 2000 compared with $129.2 million
for three months ended April 4, 1999, (2) operating profit of $7.6 million for
the three months ended April 2, 2000 compared with $3.5 million for three months
ended April 4, 1999 and (3) net loss of $1.2 million for the three months ended
April 2, 2000 compared with $7.3 million for the three months ended April 4,
1999.
The aforementioned revenues are higher in the 2000 first quarter compared with
the 1999 first quarter principally due to the effects of increased sales volume
from new products and the acquisition of two distributors and, to a lesser
extent, higher average selling prices of premium beverages. Operating profit in
the 2000 first quarter compared with the 1999 first quarter increased
principally due to the previously discussed increase in revenues and a $2.0
million decrease from the 1999 first quarter in non-recurring capital structure
reorganization related charges which relate to equitable adjustments that were
made in 1999 to the terms of outstanding options under the Company's stock
option plan. The decrease in net loss in the 2000 first quarter compared with
the 1999 first quarter principally reflects an extraordinary charge in the 1999
first quarter representing the early extinguishment of debt and the after-tax
effect of the previously discussed increase in operating profit in the 2000
first quarter, both partially offset by the after- tax effect of net higher
interest expense in the 2000 first quarter reflecting higher average levels of
debt during the 2000 first quarter due to the full quarter effect of a February
25, 1999 debt refinancing.
