Form 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
TRIARC MERGER CORPORATION
(to be renamed Triarc Companies, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 38-0471180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Third Avenue
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
Class A Common Stock, New York Stock Exchange
par value $.10 per share Pacific Stock Exchange
Securities to be registered pursuant to
Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. General Information.
(a) Triarc Merger Corporation, a Delaware corporation
(the "Delaware Corporation"), was formed on May 6, 1994 as a
wholly-owned subsidiary of Triarc Companies, Inc., an Ohio
corporation (the "Ohio Corporation"). Upon the consummation
of the Merger (as hereinafter defined), the Delaware
Corporation will be renamed "Triarc Companies, Inc."
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(b) The Delaware Corporation's fiscal year end is
December 31.
Item 2. Transaction of Succession.
(a) The Ohio Corporation's Class A Common Stock, par
value $.10 per share (the "Ohio Class A Common Stock"), is
registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934. In the following discussion, the term
"Company" means either the Ohio Corporation or the Delaware
Corporation or both, as the context may require.
(b) The Delaware Corporation was formed for the
purpose of facilitating the reincorporation of the Ohio
Corporation by means of a merger (the "Merger") of the Ohio
Corporation into the Delaware Corporation. The Delaware
Corporation will be the survivor and will be renamed "Triarc
Companies, Inc." The Merger will not involve any change in
the business, properties or management of the Ohio
Corporation. The Company's corporate headquarters will not
change as a result of the Merger. The officers and
directors of the Ohio Corporation holding office immediately
prior to the Merger being effective will continue to serve
as the officers and directors of the Delaware Corporation.
The agreement and plan of merger (the "Merger Agreement"),
which sets forth the terms and conditions on which the Ohio
Corporation will be merged into the Delaware Corporation,
provides that the Merger may be abandoned by action of a
majority of the respective Boards of Directors of the Ohio
Corporation and the Delaware Corporation at any time prior
to the effective time of the Merger.
The Merger will become effective upon the filing of
Certificates of Merger, as provided by Delaware and Ohio
law, which is expected to be accomplished on or after
June 30, 1994. If dissenters' rights are validly exercised
in respect of shares representing more than 1% of the
outstanding shares, the Boards of Directors of the Ohio
Corporation and the Delaware Corporation reserve their
respective rights to elect to abandon (but are not required
to abandon) the Merger, as provided in the Merger Agreement.
At the time the Merger is effective, each share of the Ohio
Class A Common Stock then issued (including shares held in
the treasury) will be automatically converted into and
exchanged for one share of the Delaware Corporation's
Class A Common Stock, par value $.10 per share, and each
share of the Ohio Corporation's non-voting, cumulative
convertible redeemable preferred stock then issued will be
automatically converted into and exchanged for one share of
the Delaware Corporation's non-voting, cumulative
convertible redeemable preferred stock, par value $.10 per
share.
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Item 3. Securities to be Registered.
The class of securities to be registered is the
Delaware Class A Common Stock. The Delaware Corporation is
currently authorized to issue One Hundred Million
(100,000,000) of such shares, and One Thousand (1,000) of
such shares are currently issued and outstanding, all One
Thousand of which are held by the Ohio Corporation.
Item 4. Description of Registrant's
Securities to be Registered.
This information is incorporated herein by reference to
the description of the Delaware Corporation's capitalization
contained in Article IV of its Certificate of Incorporation
attached as Exhibit B to the Ohio Corporation's Notice of
Annual Meeting of Shareholders and Proxy Statement dated
May 11, 1994 (SEC file No. 1-2207).
Item 5. Financial Statements and Exhibits.
(a) Financial Statements.
No financial statements are being filed herewith,
because the capital structure and balance sheet of the
Delaware Corporation immediately after the Merger will be
substantially the same as those of its predecessor, the Ohio
Corporation, immediately prior to the Merger.
(b) Exhibits.
Capitalized terms used in the following list of
exhibits have the respective meanings ascribed to them in
the Ohio Corporation's Transition Report on Form 10-K for
the transition period from May 1, 1993 to December 31, 1993
(SEC file No. 1-2207).
Exhibit
No. Description
1.1 Triarc's Notice of Annual Meeting and Proxy
Statement dated May 11, 1994 is incorporated in
its entirety herein by reference (SEC file
No. 1-2207).
1.2 Triarc's Transition Report on Form 10-K for the
transition period from May 1, 1993 to December 31,
1993 is incorporated herein by reference (SEC file
No. 1-2207).
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Exhibit
No. Description
2.1 Stock Purchase Agreement dated as of October 1,
1992 among DWG Acquisition, Victor Posner,
Security Management Corp. and Victor Posner Trust
No. 20, incorporated herein by reference to
Exhibit 10 to Amendment No. 4 to Triarc's Current
Report on Form 8-K dated October 5, 1992 (SEC file
No. 1-2207).
2.2 Amendment dated as of October 1, 1992 between
Triarc and DWG Acquisition, incorporated herein by
reference to Exhibit 11 to Amendment No. 4 to
Triarc's Current Report on Form 8-K dated October
5, 1992 (SEC file No. 1-2207).
2.3 Exchange Agreement dated as of October 1, 1992
between Triarc and Security Management Corp.,
incorporated herein by reference to Exhibit 12 to
Amendment No. 4 to Triarc's Current Report on Form
8-K dated October 5, 1992 (SEC file No. 1-2207).
2.4 Agreement and Plan of Merger dated as of November
22, 1993 among SEPSCO, SEPSCO Merger Corporation
and Triarc, incorporated herein by reference to
Exhibit 2.1 to Amendment No. 1 to Triarc's
Registration Statement on Form S-4 dated March 11,
1994 (SEC file No. 1-2207).
2.5 Agreement and Plan of Merger dated as of May 11,
1994 between Triarc and Triarc Merger Corporation,
incorporated by reference to Exhibit A of Triarc's
Notice of Annual Meeting of Shareholders and Proxy
Statement dated May 11, 1994.
3.1 Certificate of Incorporation of Triarc Merger
Corporation, incorporated herein by reference to
Exhibit B to Triarc's Notice of Annual Meeting of
Shareholders and Proxy Statement dated May 11,
1994 (SEC file No. 1-2207).
3.2 By-Laws of Triarc Merger Corporation, incorporated
herein by reference to Exhibit C to Triarc's
Notice of Annual Meeting of Shareholders and Proxy
Statement dated May 11, 1994 (SEC file No. 1-
2207).
4.1 Southeastern Public Service Company Indenture
dated as of February 1, 1983, incorporated herein
by reference to Exhibit 4(a) to SEPSCO's
Registration Statement on Form S-2 dated January
18, 1983 (SEC file No. 2-81393).
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Exhibit
No. Description
4.2 National Propane Corporation Indenture dated as of
March 1, 1984, incorporated herein by reference to
Exhibit 4(a) to National Propane Corporation's
Registration Statement on Form S-1 dated March 2,
1984 (SEC file No. 2-88162).
4.3 Note Purchase Agreement dated as of April 23, 1993
among RCAC, Triarc, RCRB Funding, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
incorporated herein by reference to Exhibit 4 to
Triarc's Current Report on Form 8-K dated April
23, 1993 (SEC file No. 1-2207).
4.4 Indenture dated as of April 23, 1993 among RCAC,
Royal Crown, Arby's and The Bank of New York,
incorporated herein by reference to Exhibit 5 to
Triarc's Current Report on Form 8-K dated April
23, 1993 (SEC file No. 1-2207).
4.5 Revolving Credit, Term Loan and Security Agreement
dated April 23, 1993 among Graniteville, C.H.
Patrick and The CIT Group/Commercial Services,
Inc., incorporated herein by reference to Exhibit
6 to Triarc's Current Report on Form 8-K dated
April 23, 1993 (SEC file No. 1-2207).
4.6 Form of Indenture among RCAC, Royal Crown, Arby's
and The Bank of New York, as Trustee, relating to
the 9-3/4% Senior Secured Notes Due 2000,
incorporated herein by reference to Exhibit 4.1 to
RCAC's Registration Statement on Form S-1 dated
May 13, 1993 (SEC file No. 33-62778).
10.1 Employment Agreement dated as of April 24, 1993
between Donald L. Pierce and Arby's, incorporated
herein by reference to Exhibit 7 to Triarc's
Current Report on Form 8-K dated April 23, 1993
(SEC file No. 1-2207).
10.2 Employment Agreement dated as of April 24, 1993
among John C. Carson, Royal Crown and Triarc,
incorporated herein by reference to Exhibit 8 to
Triarc's Current Report on Form 8-K dated April
23, 1993 (SEC file No. 1-2207).
10.3 Employment Agreement dated as of April 24, 1993
between Ronald D. Paliughi and National Propane
Corporation, incorporated herein by reference to
Exhibit 9 to Triarc's Current Report on Form 8-K
dated April 23, 1993 (SEC file No. 1-2207).
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Exhibit
No. Description
10.4 Employment Agreement dated as of April 24, 1993
between H. Douglas Kingsmore and Graniteville
Company, incorporated herein by reference to
Exhibit 10 to Triarc's Current Report on Form 8-K
dated April 23, 1993 (SEC file No. 1-2207).
10.5 Employment Agreement effective as of November 1,
1993 between Leon Kalvaria and Triarc,
incorporated herein by reference to Exhibit 10.01
to Triarc's Quarterly Report on Form 10-Q dated
October 31, 1993 (SEC file No. 1-2207).
10.6 Memorandum of Understanding dated September 13,
1993 between Triarc and William Ehrman,
individually and derivatively on behalf of SEPSCO,
incorporated herein by reference to Exhibit 10.1
to Triarc's Current Report on Form 8-K dated
September 13, 1993 (SEC file No. 1-2207).
10.7 Stipulation of Settlement of Ehrman Litigation
dated as of October 18, 1993, incorporated herein
by reference to Exhibit 1 to Triarc's Current
Report on Form 8-K dated October 15, 1993 (SEC
file No. 1-2207).
10.8 Triarc's Amended and Restated 1993 Equity
Participation Plan, incorporated herein by
reference to Exhibit E to Triarc's Notice of
Annual Meeting of Shareholders and Proxy Statement
dated May 11, 1994 (SEC file No. 1-2207).
10.9 Form of Non-Incentive Stock Option Agreement under
Triarc's Amended and Restated 1993 Equity
Participation Plan, incorporated herein by
reference to Exhibit 12 to Triarc's Current Report
on Form 8-K dated April 23, 1993 (SEC file No. 1-
2207).
10.10 Form of Restricted Stock Agreement under Triarc's
Amended and Restated 1993 Equity Participation
Plan, incorporated herein by reference to Exhibit
13 to Triarc's Current Report on Form 8-K dated
April 23, 1993 (SEC file No. 1-2207).
10.11 Consulting Agreement dated as of April 23, 1993
between Triarc and Steven Posner, incorporated
herein by reference to Exhibit 10.8 to Triarc's
Annual Report on Form 10-K for the fiscal year
ended April 30, 1993 (SEC file No. 1-2207).
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Exhibit
No. Description
10.12 Lease Agreement dated as of April 1,1993 between
Victor Posner Trust No. 6 and Triarc, incorporated
herein by reference to Exhibit 10.9 to Triarc's
Annual Report on Form 10-K for the fiscal year
ended April 30, 1993 (SEC file No. 1-2207).
10.13 Form of Former Management Services Agreement
between Triarc and certain other corporations,
incorporated herein by reference to Exhibit 10.10
to Triarc's Annual Report on Form 10-K for the
fiscal year ended April 30, 1993 (SEC file No. 1-
2207).
10.14 Form of New Management Services Agreement dated as
of April 23, 1993 between Triarc and certain of
its subsidiaries, incorporated herein by reference
to Exhibit 10.11 to Triarc's Annual Report on Form
10-K or the fiscal year ended April 30, 1993 (SEC
file No. 1-2207).
10.15 Concentrate Sales Agreement dated April 4, 1991
between Royal Crown and Cott, incorporated herein
by reference to Exhibit 10.7 to RCAC's
Registration Statement on Form S-1 dated May 13,
1993 (SEC file No. 33-62778).
10.16 Concentrate Sales Agreement dated as of
January 28, 1994 between Royal Crown and Cott,
incorporated herein by reference to Exhibit 10.12
to Amendment No. 1 to Triarc's Registration
Statement on Form S-4 dated March 11, 1994 (SEC
file No. 1-2207).
10.17 Supply Agreement dated January 8, 1992 between
Royal Crown and NutraSweet Company, incorporated
herein by reference to Exhibit 10.9 to RCAC's
Registration Statement on Form S-1 dated May 13,
1993 (SEC file No. 33-62778).
10.18 Form of Indemnification Agreement, incorporated
herein by reference to Exhibit F of Triarc's
Notice of Annual Meeting of Shareholders and Proxy
Statement dated May 11, 1994 (SEC file
No. 1-2207).
21.1 Subsidiaries of the Registrant, incorporated by
reference to Exhibit 21.1 of Triarc's Transition
Report on Form 10-K for the transition period from
May 1, 1993 to December 31, 1993 (SEC file
No. 1-2207).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this application for registration (or registration
statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
TRIARC MERGER CORPORATION
By:_______________________________
Name: Fred H. Schaefer
Title: Vice President and
Chief Accounting Officer
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