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 22, 1995
TRIARC COMPANIES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
900 Third Avenue
New York, New York 10022
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(Address of Principal Executive Offices) (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)
<PAGE>
Item 5. Other Events.
On September 22, 1995, the Registrant and Galey & Lord, Inc. ("Galey &
Lord") entered into a letter of intent to merge Graniteville Company
("Graniteville"), a subsidiary of the Registrant, into Galey & Lord.
The letter of intent provides, among other things, that Galey & Lord or a
wholly-owned subsidiary of Galey & Lord will acquire Graniteville (excluding
C.H. Patrick & Co., Inc. and certain other non-textile real estate assets)
through a stock purchase, exchange, merger or other business combination, the
precise structure and terms of which will be mutually agreed to by the parties,
provided, however, that the acquisition shall be structured in such a manner to
qualify as a tax-free transaction under the Internal Revenue Code of 1986, as
amended.
The letter of intent contemplates the issuance of 34.5% of Galey & Lord's
outstanding shares, on a fully diluted basis, to the Registrant.
The letter of intent is subject to the execution of a definitive agreement,
boards of directors' approval, other regulatory approvals, Galey & Lord's
shareholder approval and other customary closing conditions.
A copy of the letter of intent and press release with respect to the
transaction are being filed herewith as exhibits hereto and are incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Letter of Intent dated September 22, 1995
99.1 Press release dated September 25, 1995
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: October 3, 1995 By: BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President
and General Counsel
<PAGE>
Exhibit Index
Exhibit
No. Description Page No.
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2.1 Letter of Intent dated September 22, 1995
99.1 Press release dated September 25, 1995
<PAGE>
Exhibit 2.1
September 22, 1995
Triarc Companies, Inc.
900 Third Avenue
New York, NY 10022
Attention: Nelson Peltz, Chairman and Chief Executive Officer
Gentlemen:
This letter shall serve as a letter of intent between
Galey & Lord, Inc., a Delaware corporation ("the "Purchaser"),
and Triarc Companies, Inc., a Delaware corporation (the
"Seller"), with respect to a proposed acquisition (the
"Acquisition") by the Purchaser of all of the issued and
outstanding capital stock of Graniteville Company, a Delaware
corporation and a wholly owned subsidiary of the Seller (the
"Subsidiary").
1. Pursuant to a definitive agreement (the
"Acquisition Agreement") to be entered into among the Purchaser,
the Seller, the Subsidiary and possibly a wholly owned
subsidiary of the Purchaser, the Purchaser, either directly or
indirectly through a subsidiary of the Purchaser, will acquire
all of the issued and outstanding shares of capital stock of the
Subsidiary (the "Subsidiary Shares") through a stock purchase or
exchange, merger or other business combination transaction, the
precise structure and terms of which will be mutually agreed to
by the parties; provided, however, that the Acquisition shall be
structured in such a manner to qualify as a tax free transaction
under the Internal Revenue Code of 1986, as amended.
2. In consideration of the sale and transfer to the
Purchaser of the Subsidiary Shares, the Purchaser will pay and
the Seller will receive on the closing date of the Acquisition
(the "Closing Date") the purchase price (the "Purchase Price"),
payable in an amount of shares of the Purchaser's Common Stock,
$.01 par value per share (the "Common Stock") equal to 34.5% of
the issued and outstanding shares of the Common Stock of the
Purchaser on the Closing Date, on a fully diluted basis
(counting as outstanding for this purpose Common Stock issuable
upon the exercise of all outstanding options or upon the
conversion or exchange of all outstanding securities convertible
or exchangeable for Common Stock) and after giving effect to the
Acquisition. In addition, on the Closing Date, the Purchaser
will assume indebtedness of the Subsidiary in the aggregate
amount of $174.4 million (including obligations of the
Subsidiary under its factoring agreement with CIT
Group/Commercial Services, Inc.).
3. As soon as practicable after the execution of the
Acquisition Agreement and prior to the Closing Date, the shares
of Common Stock to be received by the Seller will be registered
under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-4 (or other appropriate form)
to be filed by the Purchaser with the Securities and Exchange
Commission, and the Purchaser will take any action required to
cause such shares of Common Stock to be approved for listing on
the New York Stock Exchange, subject to official notice of
issuance thereof.
4. [Intentionally left blank.]
5. On the Closing Date, the Purchaser and the
Subsidiary will enter into a long term supply agreement with
C.H. Patrick & Co., Inc. for no less than the current purchases
of products that the Subsidiary currently purchases from C.H.
Patrick & Co., Inc. (so long as there is continued demand for
the use of such products) on terms mutually agreed upon by the
parties hereto.
6. On or before the Closing Date, the Seller and the
Subsidiary will assign and transfer to the Seller or an
affiliate of the Seller, all of the Subsidiary's right, title
and interest in and to certain assets of the Subsidiary not part
of the Subsidiary's textile business which will be identified on
a schedule to the Acquisition Agreement and mutually agreed to
by the parties.
7. On the Closing Date, the Seller will enter into a
voting agreement (the "Voting Agreement") with the Purchaser and
Citicorp Venture Capital, Ltd. ("CVC"), pursuant to which (A)
the Seller and its affiliates will agree to vote an amount of
its shares of Common Stock acquired pursuant to the Acquisition
Agreement equal to the greater of (a) the number of shares of
Common Stock held by CVC or its affiliates on the Closing Date
or (b) the number of shares of Common Stock that CVC or its
affiliates may hold at any time subsequent to the Closing Date,
in any manner as the Seller or its affiliates, in their sole
discretion, may desire, and the Seller and its affiliates will
agree to vote all other shares of Common Stock held by the
Seller and its affiliates which were acquired pursuant to the
Acquisition Agreement in the same manner, and in the same
proportion, as all other shares of Common Stock voted by the
stockholders of the Purchaser (other than CVC or its affiliates)
with respect to any matter to be voted upon by the stockholders
of the Purchaser and (B) CVC and its affiliates will agree to
vote an amount of their shares of Common Stock equal to the
greater of (a) the number of shares of Common Stock held by the
Seller or its affiliates on the Closing Date or (b) the number
of shares of Common Stock that the Seller or its affiliates may
hold at any time subsequent to the Closing Date, in any manner
as CVC or its affiliates, in their sole discretion, may desire,
and CVC and its affiliates will agree to vote all other shares
of Common Stock held by them in the same manner, and in the same
proportion, as all other shares of Common Stock voted by
stockholders of the Purchaser (other than the Seller or its
affiliates) with respect to any matter to be voted on by
stockholders of the Purchaser. In addition, the Voting
Agreement will contain such other terms and provisions as may be
mutually agreed upon by the parties. The Voting Agreement will
terminate on the earlier to occur of (a) CVC or its affiliates
on the one hand, or the Seller or its affiliates on the other
hand, owning less than 15% of the Common Stock on a fully-
diluted basis; or (b) on the fifth anniversary of the Closing
Date. The Seller shall be entitled to three seats on the
Purchaser's Board of Directors and will have appropriate
representation on Board Committees.
8. On the Closing Date, the Seller and the Purchaser
will enter into a registration rights agreement on terms (no
less favorable than that with CVC) mutually agreed upon by the
Parties.
9. As soon as practicable after the date hereof, the
Purchaser and the Seller will make all necessary filings
required to be made under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") in connection with the
consummation of the transactions contemplated hereby, and the
parties shall cooperate in making any such filings promptly.
10. Immediately after the date hereof, the parties
shall negotiate in good faith to enter into an Acquisition
Agreement, drafted by the Purchaser's counsel and the Purchaser
will begin preparation of a proxy statement/prospectus with
respect to the Acquisition to be filed with the Securities and
Exchange Commission. The Acquisition Agreement shall contain
provisions in accord with the foregoing, together with
representations, warranties, covenants, indemnification
provisions, provisions concerning treatment of employees and
closing conditions customary to such an agreement and other
terms and provisions as may be mutually agreed to. The
Purchaser agrees to hold a meeting of its stockholders to be
held as soon as practicable to approve matters relating to the
Acquisition.
11. The execution of the Acquisition Agreement shall
be conditioned upon, among other things, obtaining the approval
of the Board of Directors of the Purchaser, the Seller and the
Subsidiary and the consummation of the transactions contemplated
by the Acquisition Agreement shall be conditioned upon obtaining
the requisite approval of the stockholders of the Purchaser and
other customary closing conditions.
12. During the Non-Negotiation Period as defined in
Paragraph 15 below, the Purchaser shall conduct appropriate and
normal legal, business and financial due diligence
investigations of the Subsidiary's business and the Seller shall
conduct appropriate and normal legal, business and financial due
diligence investigations of the Purchaser's business. The
Seller and the Subsidiary shall make available to
representatives of the Purchaser all of the Subsidiary's books,
records and financial statements, including, but not limited to,
all corporate documents, financial statements, regulatory
filings, customer lists, marketing studies, product information,
material agreements and technology for examination and its key
employees for interview, and shall cooperate in providing
information and access to its facilities. Purchaser shall make
available to representatives of the Seller all of the
Purchaser's books, records and financial statements, including
but not limited to all corporate documents, financial
statements, regulatory filings, customer lists, marketing
studies, product information, material agreements and technology
for examination and its key employees for interview, and shall
cooperate in providing information and access to its facilities.
13. Each of the Purchaser and the Seller agrees that
the Confidentiality Agreement dated April 25, 1995, between the
Seller and the Purchaser, and the Confidentiality Agreement
dated May 31, 1995, between the Purchaser and the Seller, shall
each continue to remain in full force and effect and the
Purchaser and the Seller shall continue to be bound by the terms
thereof except where the terms of either of such agreements are
inconsistent with the terms hereof, in which case the terms
hereof shall control.
14. The Subsidiary will bear its own expenses
(including filing fees) and those of the Seller in connection
with the completion of the transactions contemplated herein.
The Purchaser will bear its own costs and expenses (including
filing fees), in connection with the Acquisition.
15. In order to induce the Purchaser, on the one
hand, and the Seller and the Subsidiary on the other hand, to
expend the out-of-pocket expenses necessary for the
investigations referred to in Paragraph 12 above, each of the
Purchaser, on the one hand, and the Seller and the Subsidiary on
the other hand, agrees that for a 45 day period from the date
hereof, including any mutually agreed extensions of this 45 day
period (the "Non-Negotiation Period"), neither the Purchaser, on
the one hand, and the Seller and the Subsidiary on the other
hand, nor their respective officers, directors or employees nor
any investment banker, attorney or accountant or other
representative retained by the Purchaser, on the one hand, and
the Seller and the Subsidiary on the other hand, shall (subject
to fiduciary duties of Boards of Directors) solicit, or
encourage the solicitation of, or enter into, negotiations of
any type, directly or indirectly, or enter into a letter of
intent or purchase agreement, merger agreement or other similar
agreement with any person, firm or corporation other than the
Seller or Purchaser, as the case may be, with respect to a
merger, consolidation, business combination, sale of all or
substantially all of the capital stock or assets of the
Subsidiary or the Purchaser, as the case may be, liquidation or
similar extraordinary transaction with respect to the Subsidiary
or the Purchaser, as the case may be.
16. The parties agree to hold the terms and
conditions hereof, as well as the existence of this letter, in
strict confidence, and not to make any disclosure with respect
thereto, publicly or privately, other than as is jointly agreed
to by the parties or as required by applicable law or stock
exchange rules or regulations. If a public statement by the
Purchaser or the Seller is determined to be required by law or
stock exchange rules or regulations, the Seller or the
Purchaser, respectively, shall have the right to review and
comment on such statement prior to its release to the extent
practicable.
This letter of intent does not create any legally
binding obligations, except as stated in Paragraphs 13, 14, 15
16, 17 and 18 hereof. The purpose of this letter of intent is
solely to state a proposal by the Purchaser to acquire the
Subsidiary's business and which proposal shall be used as a
basis to negotiate and enter into a definitive Acquisition
Agreement on or prior to 45 days from the date hereof. If a
definitive Acquisition Agreement is not executed on or prior to
180 days from the date hereof, this letter shall be of no
further force or effect and the Seller and the Purchaser shall
not have any liability to each other except for a breach of the
provisions of Paragraphs 13, 14, 15 16, 17 and 18 hereof.
Each of the parties hereto hereby represents and
warrants that it is free to enter into this Letter of Intent and
to consummate the Acquisition or any part thereof and that none
of them has induced the other to breach any agreements or
understandings with, or obligation to, any third party in
respect of the Acquisition or any other part thereof. Each of
the parties hereto hereby further represents and warrants that,
other than by virtue of this Letter of Intent: (a) it is not
under any obligation with respect to the Acquisition or any part
thereof; (b) no offer, commitment, undertaking, estoppel,
agreement or obligation of any nature whatsoever relating to the
Acquisition or any part thereof exists or may be implied in
fact, law, or equity; and (c) the execution and delivery by such
party of this Letter of Intent and the consummation of the
Acquisition or any part thereof will not violate the rights of
any third party (other than customer and supply contracts) or
give rise to any right or liability on the part of such party
based upon, or arising out of, or in respect of a violation of,
or interference with, the rights of any such third party.
17. This Letter of Intent shall be governed by and
construed in accordance with the laws of the State of New York,
applicable to agreements made and to be performed entirely
within such State.
18. This Letter of Intent contains the entire
agreement among the parties hereto with respect to the
Acquisition and supersedes all prior agreements, written or
oral, with respect thereto, except for the Confidentiality
Agreements referred to in Paragraph 13 hereof which shall remain
in full force and effect to the extent contemplated by Paragraph
13 hereof. This Letter of Intent may be amended, superseded,
cancelled, renewed or extended, and the terms hereof may be
waived, only by a written agreement signed by each of the
parties hereto.
Please acknowledge your agreement to the foregoing
proposal in the space provided below in order that negotiations
may continue on the basis of the terms and conditions set forth
above.
Very truly yours,
GALEY & LORD, INC.
By: ARTHUR C. WIENER
Name: Arthur C. Wiener
Title: Chairman of the Board
and President
ACCEPTED AND AGREED TO:
TRIARC COMPANIES, INC.
By: NELSON PELTZ By: PETER W. MAY
Name: Nelson Peltz Name: Peter W. May
Title: Chairman and CEO Title: President and COO
<PAGE>
Exhibit 99.1
Galey & Lord, Inc. Triarc Companies, Inc.
P.O. Box 35528 900 Third Avenue
Greensboro, NC 27425 New York, NY 10022
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Galey & Lord: Mike Harmon (910) 655-3037
Triarc: Joseph Levato (212) 230-3035
GALEY & LORD AND GRANITEVILLE COMPANY, A TRIARC SUBSIDIARY, TO
MERGE
New York, NY -- September 25, 1995 -- Galey & Lord, Inc.
(NYSE, GNL) and Triarc Companies, Inc. (NYSE, TRY) today
announced that they have entered into a Letter of Intent to
merge the Graniteville Company, a subsidiary of Triarc, into
Galey & Lord. The Letter of Intent is subject to the execution
of a definitive agreement, boards of directors' approval, Galey
& Lord shareholders' approval, other regulatory approvals and
other customary closing conditions.
The agreement contemplates the issuance of approximately
6,400,000 shares (or 34.5%) of Galey & Lord's outstanding shares
on a fully diluted basis to Triarc. Galey & Lord is also
assuming approximately $174 million of Graniteville's debt as
part of the transaction. C.H. Patrick Inc., the specialty
chemical subsidiary of Graniteville, and certain other non-
textile related real estate assets are excluded from the
transaction.
Arthur Wiener, Chairman and Chief Executive Officer of
Galey & Lord, stated that "the combined companies, with sales in
excess of $1 billion, would be advantageously positioned as both
a domestic and international full line producer of apparel,
uniform, denim, corduroy, and home fashion fabrics. There are
tremendous synergies to be gained by merging these businesses.
We believe that the combination of the two companies will result
in a stronger entity than each individually." Galey & Lord
believes that on a combined basis the merger will be accretive
to its earnings in 1996.
Nelson Peltz, Chairman and Chief Executive Officer of
Triarc Companies, Inc., said, "the proposed merger of
Graniteville and Galey & Lord, which will be a tax-free
transaction for Triarc, is a major step in a previously
announced review of strategic alternatives for its businesses.
The agreement announced today will strengthen Triarc's balance
sheet, enhance its financial flexibility and allow us to
continue to build the value of Triarc's other businesses. At
the same time, it will also give us a major stake in the
combined Galey & Lord/Graniteville which will be one of the
leading textile companies worldwide with excellent growth
potential over the long term."
With annual sales of more than $1 billion, Triarc Companies
is engaged in four businesses: restaurants (Arby's), beverages
(Royal Crown Company, and Mistic Brands), textiles
(Graniteville) and liquefied petroleum gas (National Propane).
Galey & Lord is a leading manufacturer of high-quality
woven cotton and cotton-blended apparel fabrics, sold
principally to manufacturers of sportswear and commercial
uniforms. The Company also markets batch-dyed synthetic
fabrics. Galey & Lord Home Fashion Fabrics was acquired on
April 29, 1994 when the Company purchased the Decorative Prints
Division of Burlington Industries, Inc. Home Fashion Fabrics
manufactures fabrics used in home furnishings, including
comforters, bedspreads and curtains.
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