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) October 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 of File 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 5. Other Events.
On October 29, 1996, the Registrant issued a press release with
respect to (i) the approval by its Board of Directors of a plan to offer up
to approximately 20% of the shares of its beverage and restaurant
businesses to the public through an initial public offering and to spinoff
the remainder of the shares of such businesses to the Registrant's
stockholders and (ii) the establishment of the Triarc Beverage Group, which
will oversee the operations of the Registrant's two beverage businesses,
Royal Crown Company, Inc. and Mistic Brands, Inc. A copy of the press
release is being filed herewith as an exhibit hereto and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated October 29, 1996
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 29, 1996 By: BRIAN L. SCHORR
-----------------------------
Brian L. Schorr
Executive Vice President
and General Counsel
<PAGE>
Exhibit Index
Exhibit
No. Description Page No.
- -------- ------------ --------
99.1 Press release dated October 29, 1996
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
CONTACT: Martin M. Shea For Immediate Release
Triarc Companies, Inc.
212/230-3030
TRIARC BOARD APPROVES INITIAL PUBLIC OFFERING/SPINOFF OF
BEVERAGE AND RESTAURANT BUSINESSES;
TRIARC BEVERAGE GROUP FORMED
NEW YORK, New York, October 29, 1996 -- Triarc Companies, Inc. (NYSE:TRY)
announced today that its Board of Directors has approved a plan to offer up
to approximately 20% of the shares of its beverage and restaurant
businesses to the public through an initial public offering and to spinoff
the remainder of the shares of such businesses to Triarc s stockholders.
Consummation of the initial public offering and spinoff will be subject to,
among other things, receipt of a favorable ruling from the Internal Revenue
Service that the spinoff will be tax-free to the Company and its
stockholders. The request for the ruling from the IRS will contain several
complex issues and there can be no assurance that the Company will receive
the ruling or that the Company will consummate the initial public offering
or the spinoff. The initial public offering and spinoff are not expected
to occur prior to the end of the second quarter of 1997.
Triarc Beverage Group
Triarc further announced the establishment of the Triarc Beverage Group,
which will oversee the operations of Triarc's two beverage subsidiaries,
Royal Crown Company, Inc. and Mistic Brands, Inc.
Michael F. Weinstein, chief executive officer of Mistic, will become the
chief executive officer of the Triarc Beverage Group and will have direct
operating responsibility for both companies. John Carson, president of
Royal Crown, will become chairman of the Triarc Beverage Group and will
oversee international operations, private label sales, domestic strategic
franchising and industry affairs.
Triarc Beverage Group will be headquartered in White Plains, New York.
Royal Crown and Mistic will continue to operate independent sales and
marketing organizations to serve their different distribution systems and
marketplace needs. The finance, administrative and operations functions
will be consolidated to maximize efficiencies.
Two Separate Companies
After the spinoff, Triarc stockholders will own shares in two separate,
publicly traded companies: Triarc Companies, Inc. and a consumer products
company consisting of the beverage and restaurant businesses. Triarc
Companies, Inc. will then be comprised of National Propane Corporation, in
its capacity as the managing general partner with an approximately 44%
interest in National Propane Partners, L.P. (NYSE: NPL) and C.H. Patrick
(dyes and specialty chemicals). Triarc will also have approximately $200
million in cash that will be available for future acquisitions and
investments. The new consumer products company will be comprised of the
Triarc Restaurant Group (Arby s, Inc. p.t. Noodle s, T.J. Cinnamons and
ZuZu brands), and the Triarc Beverage Group (Royal Crown Company, Inc. and
Mistic Brands, Inc.).
In making the announcement of the planned initial public offering and
spinoff, Nelson Peltz, chairman and chief executive officer of Triarc
stated, We would like to expand our restaurant and beverage businesses by
developing our existing brands and acquiring and developing additional
product lines. We believe that the ability to raise the capital needed to
fund this expansion will be significantly enhanced by having our beverage
and restaurant businesses separate from Triarc. In addition, it will also
be possible for the beverage and restaurant company to allow its key
constituencies to directly participate in its growth of these businesses
through equity ownership in them.
Peter W. May, Triarc s president and chief operating officer, stated, Our
investments in other brands for the Triarc Restaurant Group have produced
positive results and the need to provide additional capital is consistent
with our strategic growth plans for the system. This offering will provide
us with some of the growth capital we will need to fulfill our vision.
Commenting on the establishment of the Triarc Beverage Group, Mr. Peltz
said, Since we acquired Mistic in August of 1995, we have learned a great
deal about this business. Mike Weinstein has done an excellent job of
packaging redesign, product introduction and marketing innovation, which
has allowed Mistic Brands to show growth despite volume declines in this
beverage category as a whole. He is now ready to accept the challenge of
applying those same skills across our entire beverage business.
Concerning the Triarc Beverage Group, Mr. May said, John Carson has done a
tremendous job of stabilizing the North American branded business of Royal
Crown and establishing a strong foothold in the international market, where
Royal Crown has shown 20%-25% growth over the past year.
Mike Weinstein, chief executive officer of Triarc Beverage Group stated,
As we broadened the market reach of Mistic Brands over the past year, it
became clear that a combination with our sister company, Royal Crown, made
sense and affords us opportunities to increase the profitability of both
businesses. Through this combination, we believe we will be able to
achieve savings, but more importantly, be able to design and execute
marketing plans that afford us the opportunity to grow both of these
businesses in a very competitive environment. We are in an arena where
bigger is better and an achievement of our goals will be made easier
through a combination of talents from both Royal Crown and Mistic.
The international market offers Triarc Beverage Group great opportunities
for growth. Our Royal Crown global team has created a momentum of enviable
growth that we look to continue with increased focus and resource, said
John Carson, chairman of Triarc Beverage Group.
Triarc Companies, Inc. is comprised of four businesses: restaurants
(Arby s), beverages (Royal Crown Company and Mistic Brands), dyes and
specialty chemicals (C.H. Patrick) and liquefied petroleum gas (National
Propane).
Notes to follow
###
<PAGE>
Notes to Release
A registration statement has not been filed with the Securities and
Exchange Commission with respect to the proposed offering of common stock
of Triarc's restaurant and beverage businesses. The offering of common
stock will be made only by means of prospectus. The common stock may not
be sold, nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This release does not constitute
an offer to sell or the solicitation of an offer to buy, nor will there by
any sale of the common stock in any state in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
The statements in this press release that are not historical facts
constitute "forward-looking statements" that are based on current
expectations but involve risks, uncertainties and other factors which may
cause actual results to be materially different from those set forth in the
forward-looking statements. Such factors include, but are not limited to
the following: general economic, business and market conditions;
competition; success of operating initiatives; development and operating
costs; advertising and promotional efforts; brand awareness; the existence
or absence of adverse publicity; acceptance of new product offerings;
availability, locations and terms of sites for restaurant development;
changes in business strategy or development plans; quality of management;
availability; terms and deployment of capital; business abilities and
judgement of personnel; availability of qualified personnel; Triarc not
receiving from the IRS a favorable ruling that the spinoff will be tax-free
to the Company and its stockholders or the failure to satisfy other
customary conditions to closing for transactions of the type referred to
herein; labor and employee benefit costs; availability and cost of raw
materials and supplies; changes in, or failure to comply with, government
regulations; regional weather conditions; fashion, apparel and other
textile industry trends; construction schedules; the costs and other
effects of legal and administrative proceedings; and other risks and
uncertainties detailed in Triarc's Form 10-K, RC/Arby's Corporation's Form
10-K, National Propane Partners, L.P.'s registration statement on Form S-1
and Triarc's, RC/Arby's and National Propane Partners' other current and
periodic filings with the Securities and Exchange Commission.
<PAGE>
