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) July 2, 1996
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 July 2, 1996, the Registrant issued a press release regarding the
completion by National Propane Partners, L.P., a master limited partnership
formed by National Propane Corporation, a subsidiary of the Registrant, of
its initial public offering of common units representing limited partner
interests and the private placement of $125 million aggregate principal
amount of 8.54% First Mortgage Notes due 2010. A copy of the press release
is being filed herewith as an exhibit hereto and is incorporated herein by
reference.
On July 8, 1996, the Registrant issued a press release with respect to
its stock repurchase program, which authorizes management, when and if
market conditions warrant, to purchase over the next 12 months up to $20
million of the Registrant's Class A Common Stock. A copy of the press
release is being filed herewith as an exhibit hereto and is incorporated
herein by reference.
On July 9, 1996, the Registrant issued a press release with respect to
its repayment of certain indebtedness to National Union Fire Insurance
Company. 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 July 2, 1996
99.2 Press release dated July 8, 1996
99.3 Press release dated July 9, 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.
Brian L. Schorr
Date: July 11, 1996 By: -----------------------------
Brian L. Schorr
Executive Vice President
and General Counsel
<PAGE> Exhibit Index
Exhibit
No. Description Page No.
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99.1 Press release dated July 2, 1996
99.2 Press release dated July 8, 1996
99.3 Press release dated July 9, 1996
EXHIBIT 99.1
PRESS RELEASE
CONTACT: Martin M. Shea For Immediate Release
Triarc Companies, Inc.
212/230-3030
Ron Rominiecki
National Propane Corporation
319/365-1550
NATIONAL PROPANE PARTNERS, L.P.
COMPLETES INITIAL PUBLIC OFFERING AND PLACES DEBT
NEW YORK, New York, July 2, 1996 -- National Propane Partners, L.P.
(NYSE:NPL) a newly formed partnership created to acquire, own and operate
the propane business and assets of its managing general partner, National
Propane Corporation, announced today that its initial public offering of
6,190,476 Common Units was priced at $21.00, resulting in a yield of 10.0%
on NPL's distribution of $0.525 per Common Unit, per quarter or $2.10 per
Common Unit on an annualized basis (which distribution is not guaranteed).
The partnership believes this is the fifth largest retail marketer of
propane in the United States. National Propane Corporation, a general
partner, is an indirect, wholly-owned subsidiary of Triarc Companies, Inc.
NPL also announced that it has completed the private placement of $125
million aggregate principal amount of 8.54% of First Mortgage Notes to
institutional investors, these Notes have been rated BBB by Fitch Investor
Services, Inc. The Northwestern Mutual Life Insurance Co., Connecticut
General Life Insurance Co., and Teachers Insurance and Annuity Association
of America and other institutions have agreed to purchase the Notes which
have a final maturity of June, 2010.
As a result of these transactions, NPL's initial capitalization will be
approximately $320 million. The Common Unit offering was underwritten and
the debt placed by a group led by Merrill Lynch & Co. and Donaldson, Lufkin
and Jenrette.
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PRESS RELEASE
CONTACT: Martin M. Shea For Immediate Release
Triarc Companies, Inc.
212/230-3030
TRIARC ANNOUNCES STOCK REPURCHASE PROGRAM
NEW YORK, New York, July 8, 1996 -- Triarc Companies, Inc. (NYSE:TRY)
announced today that its management has been authorized, when and if market
conditions warrant, to purchase over the next 12 months, up to $20 million
of Triarc Class A Stock. No such repurchases have been made to date and
there can be no assurance that any such repurchases will be made.
Triarc had previously, in the first six months of 1995, had a similar
program in effect through which it had purchased approximately $1.5 million
worth of stock through open market purchases.
We believe that the recent sale of Graniteville's textile operations and
the recent completion of the National Propane IPO have greatly improved our
balance sheet and sharply concentrated our business focus on our beverage
and restaurant business. These steps have created a situation where we
believe our stock is undervalued in the marketplace, and where purchases by
the company will benefit our long-term stockholders, said Nelson Peltz,
Triarc's chairman and chief executive officer.
Triarc has previously reported that it sold its Graniteville textile
operations and completed an initial public offering for the Master Limited
Partnership of its National Propane business. As a result of these
transactions and the refinancing of C.H. Patrick, Triarc's specialty dyes
and chemical business, Triarc received $546 million in cash, $208 million
net of debt repayments, and related fees and expenses.
Triarc currently has outstanding approximately 24 million shares of Class A
Common Stock of which approximately 25% is held by Mr. Peltz and Peter W.
May, Triarc's president and chief operating officer.
With sales of nearly $1 billion, Triarc Companies is comprised of four
businesses: restaurants (Arby's, Arby's Roast Town, P.T. Noodle's and
ZuZu), beverages (Royal Crown Company and Mistic Brands), liquefied
petroleum gas (National Propane) and specialty dyes and chemicals (C.H.
Patrick).
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PRESS RELEASE
CONTACT: Martin M. Shea For Immediate Release
Triarc Companies, Inc.
212/230-3030
TRIARC REPAYS DEBT
NEW YORK, New York, July 9, 1996 -- Triarc Companies, Inc. (NYSE:TRY)
announced today that it has reached an agreement with National Union Fire
Insurance Company, whereby Triarc paid $27.2 million to National Union in
return for the cancellation of a 9 1/2% promissory note payable in the
principal amount of $36.5 million. The principal amount had previously
been reduced by $3 million.
The negotiated settlement of this note payable is a fine example of how we
continue to strengthen Triarc's balance sheet. As we continue to focus
operations and increase cash flow, we find more and more opportunities to
create greater shareholder value, said Nelson Peltz, chairman and chief
executive officer of Triarc Companies, Inc.
With sales of nearly $1 billion, Triarc Companies is comprised of four
businesses: restaurants (Arby's, Arby's Roast Town, P.T. Noodle's and
ZuZu), beverages (Royal Crown Company and Mistic Brands), liquefied
petroleum gas (National Propane) and specialty dyes and chemicals (C.H.
Patrick).
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