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): April 29, 1996
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
(State or other (Commission (IRS Employer
jurisdiction ofFile Number) Identification No.)
incorporation)
900 Third Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212)230-3000
-----------------------------
(Former Name or Former Address, if
Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On April 29, 1996, Graniteville Company, a South Carolina corporation
("Graniteville") and an indirect wholly-owned subsidiary of the Registrant,
sold (the "Graniteville Sale") substantially all of Graniteville's textile
business, other than the assets and operations of C.H. Patrick & Co., Inc.
("Patrick") and certain other excluded assets (the "Graniteville
Business"), to Avondale Mills, Inc. ("Avondale"), a wholly-owned subsidiary
of Avondale Incorporated. The purchase price for the Graniteville Business
was $255 million in cash, subject to certain post-closing adjustments. As
part of the Graniteville Sale, Avondale assumed all liabilities relating to
the Graniteville Business, other than income taxes, long-term debt (which
was repaid by Graniteville on April 29, 1996 as part of the Graniteville
Sale) and certain other specified liabilities.
In connection with the Graniteville Sale, Avondale and Patrick entered
into a 10-year supply agreement (the "Supply Agreement") pursuant to which
Patrick has the right to supply to the combined Graniteville/Avondale
textile operations certain of its dyes and chemicals.
Except for the Supply Agreement, as of April 29, 1996, Avondale did
not have any material relationship with the Registrant or any of its
affiliates, any director or any officer of Registrant or any associate of
any such director or officer.
A copy of the Asset Purchase Agreement relating to the Graniteville
Sale was previously filed by the Registrant and is incorporated herein by
reference. A copy of the press release with respect to the closing of the
Graniteville Sale is being filed herewith as an exhibit hereto and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired
Not Applicable.
(b) Pro Forma Financial Information
<PAGE>
(b) Pro Forma Financial Information
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance
sheet and statement of operations of Triarc Companies, Inc. (the
"Company") as of and for the year ended December 31, 1995 have been
prepared by adjusting the condensed consolidated balance sheet and
statement of operations of the Company as of and for the year ended
December 31, 1995, as derived and condensed from the audited
consolidated financial statements in its Form 10-K for the year ended
December 31, 1995 (the "Form 10-K"), to reflect the sale of the
Company's textile operations on April 29, 1996 and the repayment of
related debt, as if such transactions had occurred as of December 31,
1995 for the pro forma condensed consolidated balance sheet and as of
January 1, 1995 for the pro forma condensed consolidated statement of
operations. Such pro forma adjustments are described in the
accompanying notes to the pro forma condensed consolidated balance sheet
and statement of operations which should be read in conjunction with
such statements. Such pro forma condensed consolidated financial
statements should also be read in conjunction with the Company's audited
consolidated financial statements appearing in the Form 10-K. The pro
forma condensed consolidated financial statements do not purport to be
indicative of the actual financial position or results of operations of
the Company had such transactions actually been consummated on December
31, 1995 and January 1, 1995, respectively, or of the future financial
position or results of operations of the Company.
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1995
As Pro Forma
Reported Adjustments Pro Forma
-------- ------------ ----------
(In thousands)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 64,205 $ 251,379 (b) $ 99,248
(216,336)(e)
Restricted cash and equivalents 34,033 -- 34,033
Marketable securities 7,397 -- 7,397
Receivables 168,534 (104,374)(a) 64,160
Inventories 118,549 (65,040)(a) 53,509
Deferred income tax benefit 8,848 7,746 (c) 16,594
Prepaid expenses and other current assets 11,262 (3,783) (a) 7,479
------------- ------------- -------------
Total current assets 412,828 (130,408) 282,420
Investment in the Textile Business -- 262,252 (a) --
(262,252)(b)
Properties, net 331,589 (114,776)(a) 216,813
Unamortized costs in excess of net assets of
acquired companies 227,825 (8,309)(a) 219,516
Trademarks 57,146 -- 57,146
Deferred costs and other assets 56,578 (125)(a) 50,126
(6,327)(e)
------------- ------------- -------------
$ 1,085,966 $ (259,945) $ 826,021
============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 83,531 $ (13,701)(e) $ 69,830
Accounts payable 61,908 (22,031)(a) 39,877
Accrued expenses 109,119 (11,102)(a) 100,421
26,684 (c)
(19,630)(d)
(4,650)(e)
------------- ------------- -------------
Total current liabilities 254,558 (44,430) 210,128
------------- ------------- -------------
Long-term debt 763,346 (196,670)(e) 566,676
Deferred income taxes 24,013 (19,919)(c) 23,724
19,630 (d)
Deferred income and other liabilities 23,399 (1,022)(a) 22,377
Stockholders' equity:
Common stock 3,398 -- 3,398
Additional paid-in capital 162,020 -- 162,020
Accumulated deficit (97,923) (10,873)(b) (115,457)
981 (c)
(7,642)(e)
Treasury stock (45,931) -- (45,931)
Other (914) -- (914)
------------- ------------- -------------
Total stockholders' equity 20,650 (17,534) 3,116
------------- ------------- -------------
$ 1,085,966 $ (259,945) $ 826,021
============= ============= =============
<FN>
(a) To reclassify the assets and liabilities of the Textile Business
as of December 31, 1995, which were sold or assumed in connection with
the sale of the Textile Business on April 29, 1996, as "Investment in
the Textile Business".
(b) To reflect the net proceeds from the sale of the Textile
Business of $251,379,000 ($257,269,000 sale price less the payment of
estimated expenses related to the transaction of $5,890,000), and to
record the then-resulting pretax loss, based on December 31, 1995
balances, of $10,873,000. Due to changes in the balances of assets and
liabilities sold or assumed through the April 29, 1996 closing date, the
actual impact of the sale will differ from the $10,873,000 pretax loss
above. Based on current estimates and subject to post-closing
adjustments, the impact of the sale as of the April 29, 1996 closing
date is expected to result from breakeven to a loss of less than the
$10,873,000.
(c) To reflect a benefit from income taxes of $981,000 on the
$10,873,000 pretax loss resulting from the sale of the Textile Business
noted in (b) above (of which $8,309,000 represents the write-off of
"Goodwill" which has no tax benefit). Such benefit consists of
$27,665,000 from the release of deferred income tax liabilities of the
Textile Business (consisting of $7,746,000 classified as current and
$19,919,000 as noncurrent) partially offset by a $26,684,000 income tax
liability resulting from the gain for tax purposes on the sale of the
Textile Business estimated as of December 31, 1995.
(d) To reflect the utilization of a portion of the Company's net
operating loss carryforwards to offset a portion of the income tax
liability in entry (c) above, the benefit of which had been previously
recorded in noncurrent deferred income taxes.
(e) To record (i) the repayment of all long-term debt of the Textile
Business ($210,371,000 as of December 31, 1995) repaid concurrently with
the sale of such business and (ii) an extraordinary charge for the
related writeoff of unamortized deferred financing costs of $6,327,000
and the payment of related prepayment penalties of $5,965,000, net of
income tax benefit of $4,650,000.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
As Pro Forma
Reported Adjustments Pro Forma
(In thousands except per share data)
<S> <C> <C> <C>
Revenues:
Net sales $ 1,128,390 $ (476,706) (a) $ 651,684
Royalties, franchise fees and other revenues 55,831 -- 55,831
------------- ------------- -------------
1,184,221 (476,706) 707,515
------------- ------------- -------------
Costs and expenses:
Cost of sales 859,928 (432,370)(a) 427,558
Advertising, selling and distribution 129,164 (9,177)(a) 119,987
General and administrative 146,493 (16,446)(a) 130,047
Reduction in carrying value of long-lived
assets impaired or to be disposed of 14,647 -- 14,647
------------- ------------- -------------
1,150,232 (457,993) 692,239
------------- ------------- -------------
Operating profit 33,989 (18,713) 15,276
Interest expense (84,227) 21,152 (a) (61,323)
1,752 (b)
Other income 12,214 (2,148) (a) 10,066
------------- ------------- -------------
Loss before income taxes (38,024) 2,043 (35,981)
Benefit from (provision for) income taxes 1,030 (2,848)(a) (2,431)
(613)(b)
------------- ------------- -------------
Net loss $ (36,994) $ (1,418) $ (38,412)
============= ============= =============
Net loss per share $ (1.24) $ (0.05) $ (1.29)
============= ============= =============
<FN>
(a) To eliminate the revenues, expenses, provision for income taxes
(including a $2,500,000 provision for income tax contingencies and other
tax matters) and the net loss of the Company's textile segment
(consisting of the Textile Business and Patrick) attributable to the
sale of the Textile Business.
(b) To reduce interest expense at an estimated rate of 5% on the net
proceeds received from the sale of the Textile Business which as of
December 31, 1995 would have been $35,043,000 and the income tax
provision relating to such reduced interest expense at the 35% statutory
rate.
</FN>
</TABLE>
<PAGE>
(c) Exhibits
99.1 Press release dated April 29, 1996
<PAGE>
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.
Joseph A. Levato
Date: May 14, 1996 By: ---------------------------------
Joseph A. Levato
Executive Vice President
and Chief Financial Officer
<PAGE>
Exhibit Index
Exhibit
No. Description Page No.
- -------- -------------------- --------
99.1 Press release dated April 29, 1996
PRESS RELEASE
CONTACT: Martin M. Shea For Immediate Release
Triarc Companies, Inc.
212/230-3030
TRIARC SELLS GRANITEVILLE TO AVONDALE FOR $255 MILLION IN CASH
NEW YORK, New York, April 29, 1996 -- Triarc Companies, Inc. (NYSE:TRY)
announced today that it has sold its Graniteville textile business to
Avondale Mills, Inc. for $255 million in cash, subject to certain post-
closing adjustments. C.H. Patrick & Co., Inc., Triarc's dyes and specialty
chemical subsidiary, and certain other excluded assets are not part of the
transaction. As part of the sale, Avondale assumed all liabilities
relating to the textile business, other than income tax liabilities,
Graniteville's long-term debt (which was repaid at the closing) and certain
other specified liabilities.
In connection with the Graniteville sale, Avondale and C.H. Patrick have
entered into a 10-year supply agreement, pursuant to which C.H. Patrick has
the right to supply to the combined Graniteville/Avondale textile
operations certain of its dyes and chemicals.
"We are very pleased to have had the opportunity to work with all of our
associates at Graniteville and to conclude the sale of this great asset to
such a professional organization, Avondale. We wish them success in the
future, said Nelson Peltz, chairman and chief executive officer of Triarc
Companies, Inc.
* * *
With annual sales approaching $1 billion, Triarc Companies is comprised of
four businesses: restaurants (Arby s), beverages (Royal Crown Company and
Mistic Brands), liquefied petroleum gas (National Propane), and specialty
dyes and chemicals (C.H. Patrick).
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