SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-2207
NOTIFICATION OF LATE FILING
(Check One): [ ] FORM 10-K [ ] FORM 11-K [ ] FORM 20-F [ ] FORM
10-Q [ ] FORM N-SAR
For Period Ended:
[ X ] Transition Report on Form 10-K [ ] Transition Report on
Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on
Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: December 31, 1993
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Not Applicable
Part I. Registrant Information
Full name of registrant: Triarc Companies, Inc.
Former name if applicable: DWG Corporation
Address of principal executive office
(street and number): 777 South Flagler Drive, Suite
1000E
City, State and Zip Code: West Palm Beach, Florida 33401
Part II. Rule 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, the following should be completed. (Check appropriate
box.)
[ ] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
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[ X ] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-SAR,
or portion thereof will be filed on or before the 15th
calendar day 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.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach
extra sheets if necessary).
The preparation of the Registrant's Transition Report on Form
10-K for the transition period from May 1, 1993 to December 31,
1993 ("Transition 1993") could not be completed by the prescribed
filing date of March 31, 1994 without unreasonable effort or
expense as a result of the following factors.
- On March 11, 1994, the Commission declared effective the
Registrant's Registration Statement on Form S-4 (the
"Registration Statement") relating to the proposed merger of
a wholly-owned subsidiary of the Registrant into Southeastern
Public Service Company, a 71% owned subsidiary of the
Registrant ("SEPSCO"). In connection with its review of the
Registration Statement and SEPSCO's related proxy statement
which was filed as a part thereof, the staff of the Commission
(the "Staff") expressed a number of comments which required
significant changes to the financial statements of the
Registrant and of SEPSCO. Specifically, the second comment
letter from the Staff included comments which impacted the
Registrant's financial statements. Because of (i) the short
periods of time between the Registrant's and SEPSCO's response
(March 4, 1994) to the second comment letter from the Staff
(February 18, 1994), the effectiveness of the Registration
Statement (March 11, 1994) and the prescribed filing date for
the Transition Report (March 31, 1994), (ii) the Registrant's
desire to fully reflect the Staff's comments, as applicable,
in the Registrant's financial statements, and (iii) the time
and effort of key personnel dedicated to finalizing the
Registration Statement and the proxy statement that would have
been otherwise dedicated to preparing the Registrant's
Transition Report, the Registrant has been unable to finalize
its consolidated financial statements for Transition 1993 on
Form 10-K without unreasonable effort or expense.
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- As previously reported, on October 27, 1993, the Registrant
announced that it was changing its fiscal year end to December
31 effective for the transition period ended December 31, 1993
and that each of its subsidiaries that did not then have a
December 31 fiscal year end, would also change its fiscal year
end to December 31 effective for the transition period ended
December 31, 1993. In addition, all significant subsidiaries
of the Registrant other than National Propane Corporation were
previously reported on a lag basis of one to two months in the
Registrant's consolidated financial statements. The
Registrant underestimated the complexities caused by the
combined effect of the elimination of the lag period and the
change in fiscal year end to a date that was not a previous
quarter-end. Accordingly, the Registrant has been unable to
reflect this change in its fiscal year end (and to finalize
its consolidated financial statements, including the required
adjustments to conform the reporting period of all
subsidiaries to that of the Registrant) by the prescribed
filing date without unreasonable effort or expense.
- As previously reported, a change in control of the Registrant
(the "Change In Control") occurred on April 23, 1993. In
connection with the Change In Control, the Board of Directors
of the Registrant and its subsidiaries were reconstituted and
new senior executive officers of the Registrant and its four
core subsidiaries were elected. As the year progressed,
significant turnover at lower levels within the Registrant and
its subsidiaries resulted in worker inefficiencies and
inaccuracies. In addition, the Registrant implemented new
accounting systems for three of its four core businesses and
a new consolidation system. These systems were not fully
operational until 1994 and, when combined with employee
turnover, contributed to the Registrant's inability to
finalize its consolidated financial statements for Transition
1993 by the prescribed filing date without unreasonable effort
or expense.
For all of the above-stated reasons, the preparation of the
Registrant's Transition Report on Form 10-K for Transition 1993,
including the financial statements to be included therein, could
not be completed by the prescribed filing date of March 31, 1994
without unreasonable effort or expense.
PART IV. Other Information
(1) Name and telephone number of person to contact in regard
to this notification:
Anthony W. Graziano, Jr., Esq. 212 230-3010
(Name) (Area Code) (Telephone Number)
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(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? If the 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 statements 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
Triarc Companies, Inc.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 1994 By: Fred H. Schaefer
Fred H. Schaefer
Vice President and
Chief Accounting Officer
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Annex A
For the reasons stated in Part III to this Form 12b-25, the
consolidated financial statements of the Registrant for Transition
1993 have not been completed. The Registrant, however, expects to
report in its Transition Report on Form 10-K for such period
revenues of $703.5 million compared to revenues of $715.9 million
in the comparable 1992 period, an operating profit of $30.0 million
compared to an operating profit of $51.1 million in the comparable
1992 period and a net loss of $39.5 million compared to a net loss
of $10.3 million in the comparable 1992 period. The decrease in
revenues of $12.4 million is principally due to the lack of
revenues in the 1993 period of operations previously sold or held
for sale. The decrease in operating profit of $21.1 million is
principally due to (i) a $15.4 million increase in advertising and
marketing expenses in the Company's soft drink segment, (ii) a
$10.0 million provision (without tax benefit) in Transition 1993
for estimated insurance loss reserves based on the reviews and
recommendations of the Company's insurance consulting actuaries and
new insurance management company and (iii) a $2.3 million increase
in reserves for legal matters principally for a claim by a former
affiliate. The increase in the net loss of $29.2 million is
principally due to the after-tax effects of the items affecting
operating profit noted above ($20.8 million) as well as (i) a
decrease of $11.8 million in the results of discontinued operations
including a $12.4 million after-tax charge ($8.8 million after
minority interests) in Transition 1993 principally to provide for
the estimated loss on the sale of such operations from a previously
estimated break-even position and (ii) a $7.2 million increase in
reserves for income tax contingencies.
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