UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 18, 2000
SNAPPLE BEVERAGE GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-78625-11 65-0748978
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
709 Westchester Avenue
White Plains, New York 10604
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 397-9200
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(Former Name or Former Address, if
Changed Since Last Report)
Item 5. Other Events.
On September 18, 2000, Triarc Companies, Inc., the indirect parent company of
Snapple Beverage Group, Inc., announced that it had signed a definitive
agreement to sell Snapple Beverage Group, Inc. and Royal Crown Company, Inc. to
Cadbury Schweppes plc. The purchase price will consist of approximately $910
million in cash plus the assumption of approximately $420 million of debt. The
purchase price is subject to post-closing adjustment. Following the closing, a
cash payment of approximately $120 million will be made by the Company for
employee options.
The transaction is expected to close in the fourth quarter of 2000, subject to
antitrust filings and customary closing conditions. As a result of the sale, the
Company intends to withdraw its previously announced filing for an initial
public offering.
Cadbury Schweppes will assume Triarc's $360 million ($118.5 million current
accreted value) zero coupon convertible subordinated debentures due 2018 and the
Company's $300 million 10 1/4% senior subordinated notes due 2009. In addition,
prior to the closing, the Company will repay approximately $450 million
outstanding under the Snapple Beverage Group's existing credit facilities,
subject to adjustment at closing. Triarc has agreed to place into a custodial
account such number of shares of its Class A Common Stock as are necessary to
provide for the conversion, if any, of all outstanding zero coupon convertible
subordinated debentures. Cadbury has agreed to call the debentures for
redemption on February 9, 2003, the first date on which the debentures may be
redeemed.
In consideration for providing Cadbury with the benefit of a Section 338(h)(10)
election under the Internal Revenue Code, Triarc will receive from Cadbury an
additional cash payment of approximately $200 million to offset the additional
tax liability that will result from the election.
Upon completion of the transaction, Triarc will continue to own the Arby's(R)
restaurant franchise business. Triarc also franchises the T.J. Cinnamons(R) and
Pasta Connection(R) brands. Following the closing, Triarc will have cash, cash
equivalents and investments in excess of $400 million and total debt of
approximately $20 million.
A copy of certain agreements and the press release with respect to the
proposed transaction are being filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated September 15, 2000 among
Cadbury Schweppes plc, CSN Acquisition Inc., CRC
Acquisition Inc., Triarc Companies, Inc., Snapple Beverage
Group, Inc. and Royal Crown Company, Inc., incorporated
herein by reference to Exhibit 2.1 to Triarc Companies,
Inc.'s Current Report on Form 8-K dated September 20, 2000
(SEC file no. 1-2207)
10.1 Tax Agreement dated as of September 15, 2000 by and among
Cadbury Schweppes plc, SBG Holdings, Inc., Triarc Companies,
Inc. and Triarc Consumer Products Group, LLC., incorporated
herein by reference to Exhibit 10.1 to Triarc Companies,
Inc.'s Current Report on Form 8-K dated September 20, 2000
(SEC file no. 1-2207)
99.1 Press release dated September 18, 2000, incorporated herein by
reference to Exhibit 99.1 to Triarc Companies, Inc.'s Current
Report on Form 8-K dated September 20, 2000 (SEC file no.
1-2207)
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.
SNAPPLE BEVERAGE GROUP, INC.
Date: September 20, 2000 By: BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President
Exhibit Index
Exhibit
No. Description Page No.
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2.1 Agreement and Plan of Merger dated
September 15, 2000 among Cadbury
Schweppes plc, CSN Acquisition Inc.,
CRC Acquisition Inc., Triarc Companies,
Inc., Snapple Beverage Group, Inc.
and Royal Crown Company, Inc., incorporated
herein by reference to Exhibit 2.1 to
Triarc Companies, Inc.'s Current Report on
Form 8-K dated September 20, 2000
(SEC file no. 1-2207)
10.1 Tax Agreement dated as of September 15, 2000
by and among Cadbury Schweppes plc,
SBG Holdings, Inc., Triarc Companies, Inc.
and Triarc Consumer Products Group, LLC,
incorporated herein by reference to Exhibit
10.1 to Triarc Companies, Inc.'s Current
Report on Form 8-K dated September 20, 2000
(SEC file no. 1-2207)
99.1 Press release dated September 18, 2000,
incorporated herein by reference to
Exhibit 99.1 to Triarc Companies, Inc.'s
Current Report on Form 8-K dated
September 20, 2000 (SEC file no. 1-2207)
