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 20, 1994
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
900 Third Avenue
New York, New York 10022
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (212) 230-3000
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(Former name or former address, if
changed since last report)
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Item 5. Other Events.
On September 20, 1994, the Registrant simultaneously entered
into (a) a definitive merger agreement (the "Merger Agreement")
with Long John Silver's Restaurants, Inc., a Kentucky corporation
("LJS"), to acquire 100% of the capital stock of LJS (the
"Acquisition"), and (b) related agreements with CS First Boston
Securities Corporation and certain other shareholders of LJS
controlled by Desai Capital Management Incorporated (collectively,
the "Shareholders"), pursuant to which, among other things, the
Shareholders agreed to (i) vote all of the LJS shares owned by them
in favor of the Acquisition and (ii) sell their voting shares of
LJS to Registrant if, under certain circumstances, the Acquisition
is not consummated pursuant to the terms of the Merger Agreement.
The Shareholders own approximately 88.5% of LJS's voting
securities. The aggregate purchase price for the Acquisition will
be approximately $525 million (including Registrant's assumption or
refinancing of certain existing indebtedness and other liabilities
of LJS). A copy of the press release with respect to the
Acquisition is being filed herewith as an exhibit and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
99.1 Press release dated September 21, 1994
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.
TRIARC COMPANIES, INC.
Date: September 22, 1994 By: Joseph A. Levato
Joseph A. Levato
Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit
No. Description Page No.
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99.1 Press release dated September 21, 1994 4
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Exhibit 99.1
Contact: Martin M. Shea FOR IMMEDIATE RELEASE
(212) 230-3175
TRIARC TO ACQUIRE LONG JOHN SILVER'S RESTAURANTS, INC.
NEW YORK, NEW YORK -- September 21, 1994 -- Triarc Companies, Inc.
(NYSE: TRY) announced today that it has entered into a definitive
merger agreement to acquire Lexington, Kentucky-based Long John
Silver's Restaurants, Inc. and simultaneously entered into related
agreements with CS First Boston Securities Corporation and certain
other shareholders of Long John Silver's controlled by Desai
Capital Management Incorporated holding in the aggregate
approximately 88.5% of Long John Silver's voting securities. Long
John Silver's is the nation's largest fish and seafood chain in the
quick service restaurant industry with approximately 1,450 units.
The aggregate purchase price for Long John Silver's will be
approximately $525 million (including the assumption or refinancing
of certain existing indebtedness and other liabilities). Triarc's
quick service restaurant business, Arby's, is an approximately
2,800 unit system specializing in slow-roasted beef sandwiches.
This transaction will increase the number of Triarc's
company-owned quick service restaurants by more than 300 percent to
approximately 1,300 and nearly quadruple its system wide restaurant
revenues based upon combined historical results. Arby's and Long
John Silver's system wide locations will exceed approximately 4,200
units generating more than $2.5 billion in system wide annual sales
on a combined historical basis. Long John Silver's generated
fiscal 1994 system wide revenues of approximately $640 million and
recurring operating cash flow of approximately $88 million. Long
John Silver's operations will become part of Triarc's restaurant
line of business and as such, will become a partner of Arby's.
As previously announced, Arby's will be starting a new
advertising and marketing campaign to relaunch its brand beginning
in October.
"This transaction will place us in the top tier of the
quick service restaurant industry, " said Nelson Peltz, Chairman
and CEO of Triarc. "Although we are very enthused as to the growth
potential of each of these chains on an individual basis, the
strategic combination of these two quick-service restaurant systems
will be very positive to our bottom line, and strengthen our
restaurant operations, allowing us to take advantage of
opportunities in both the U.S. and abroad. In particular, this
strategic acquisition will enable us to introduce dual branding
into both chains in the near future. This combination will result
in strong operating leverage by maximizing the use of real estate,
labor, purchasing, and administrative synergy," Mr. Peltz added.
Dual branding, a relatively new concept in the restaurant
business, allows a single restaurant to offer the consumer two
distinct brand menus under one roof. Long John Silver's and Arby's
are excellent dual brand partners, because Arby's lunch
orientation, with its highly regarded sandwich lines, complements
Long John Silver's strong dinner menu featuring signature fish and
seafood meals.
"The advantage of dual branding is central to the strategic
rationale for this acquisition, while the addition of the Long John
Silver's restaurants to our system will enable Triarc to achieve
immediately its stated goal of having more than 20 percent of its
restaurant system locations owned by the company," said Peter W.
May, President and Chief Operating Officer of Triarc. "Because the
two restaurant chains and the menus they offer are complementary,"
Mr. May said, "we hope to achieve substantial savings and realize
increased volumes in all our dual branded units. Dual branding
should allow us to achieve even stronger average unit volume than
if we were to build our system in a traditional manner.
Additionally, Arby's management, strengthened significantly over
the past year, combined with the well-respected Long John Silver's
team, will assure a smooth transition between the companies."
"We expect to finance this transaction in a manner that allows both
Long John Silver's and Arby's to continue programs of capital
investment for refurbishment, individual unit growth and dual
branding. Dual branding in particular should produce attractive
returns on invested funds. When combined with natural
administrative synergy, Triarc's newly constituted restaurant group
should provide a benefit to our shareholders, " said Leon Kalvaria,
Triarc's Vice Chairman. "We see this as a terrific acquisition for
two reasons," said Don Pierce, President and CEO of Arby's.
"First, Long John Silver's has the same type of unit growth
potential that we are realizing with Arby's. Second, dual branding
should provide fresh growth opportunities for both chains. We
expect both areas of growth to translate into more business through
more visits with significant operating leverage."
Clyde E. Culp III, President and CEO of Long John Silver's,
said, "All of us at Long John Silver's are excited about this
announcement. The synergies to be created by linking two national
brands represent tremendous opportunities for both Long John
Silver's and Arby's."
The acquisition, expected to close in the fourth quarter, is
subject to the completion by Triarc of financing arrangements,
Hart-Scott Rodino anti-trust clearances, and other customary
closing conditions.
Through its four core businesses, Triarc Companies, Inc.
currently has annual revenues of more than $1 billion, a figure
that will increase to more than $1.6 billion on a combined
historical basis when the current transaction is consummated.
(end)
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