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): May 30, 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
Triarc Companies, Inc. (the "Registrant" or the "Parent Company"
or, together with its subsidiaries, the "Company") is filing herewith
(a) a Parent Company only pro forma condensed balance sheet as of March
31, 1996 adjusted for (i) the previously reported April 29, 1996 sale of
the textile business of Graniteville Company ("Graniteville"), a wholly-
owned subsidiary of the Company, other than the stock of C.H. Patrick &
Co., Inc. ("Patrick"), Graniteville's wholly-owned subsidiary, and
certain other excluded assets and liabilities (the "Textile Business")
including the related payment of all of the debt of the Textile Business
and the cancellation of intercompany balances with Graniteville and (ii)
a $35,000,000 distribution to the Parent Company from the proceeds of a
refinancing of Patrick, as if both transactions had occurred as of March
31, 1996, and (b) Parent Company only historical statements of income
and cash flows for the three months ended March 31, 1996. The pro forma
adjustments to the pro forma balance sheet are described in the
accompanying notes to the pro forma condensed balance sheet which should
be read in conjunction with such statement. Such pro forma condensed
balance sheet should also be read in conjunction with the Registrant's
audited consolidated and Parent Company financial statements appearing
in its Form 10-K for the year ended December 31, 1995. The pro forma
condensed balance sheet does not purport to be indicative of the actual
financial position of the Parent Company had such transactions actually
been consummated on March 31, 1996 or of the future financial position
of the Parent Company. Certain information under this caption
constitute "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995.
The Company presently intends to disclose this financial
information in an amendment to a registration statement on Form S-1 (the
"Amended Form S-1") to be filed with the Securities and Exchange
Commission by National Propane Partners, L.P. (the "Partnership"), a
partnership organized to acquire, own and operate the Company's propane
business. This Form 8-K is being filed to make such information
available to the shareholders of the Registrant prior to its disclosure
in the Amended Form S-1.
<PAGE>
<TABLE>
TRIARC COMPANIES, INC. (PARENT COMPANY ONLY)
PRO FORMA CONDENSED BALANCE SHEET
March 31, 1996
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
---------- ------------ ----------
(In thousands)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 16,724 $ 38,646 (a) $ 90,370
35,000 (f)
Restricted cash and equivalents 625 -- 625
Receivables 2,636 -- 2,636
Due from subsidiaries 29,135 (2,503) (e) 26,632
Deferred income tax benefit 4,264 -- 4,264
Prepaid expenses and other current assets 254 -- 254
------------ ------------ ------------
Total current assets 53,638 71,143 124,781
Notes receivable from subsidiaries 26,300 -- 26,300
Investment in consolidated subsidiaries, at equity 209,624 (17,748) (a) 25,331
(7,790) (b)
(7,326) (c)
(116,429) (e)
(35,000) (f)
Deferred income tax benefit 15,964 (15,964) (d) --
Investments and other assets 9,010 -- 9,010
----------- ------------ ------------
$ 314,536 $ (129,114) $ 185,422
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 5,274 $ -- $ 5,274
Accounts payable 791 -- 791
Due to subsidiaries 13,868 (6,531) (e) 7,337
Accrued expenses 19,798 20,898 (a) 22,424
(18,272) (d)
------------ ------------ ------------
Total current liabilities 39,731 (3,905) 35,826
Notes payable to subsidiaries 219,850 (112,401) (e) 107,449
Long-term debt 32,423 -- 32,423
Deferred income taxes -- 2,308 (d) 2,308
Other liabilities 1,734 -- 1,734
Stockholders' equity 20,798 (7,790) (b) 5,682
(7,326) (c)
------------ ------------ ------------
$ 314,536 $ (129,114) $ 185,422
============ ============ ============
</TABLE>
(a) To reflect the receipt by the Parent Company of the proceeds
from the sale of the Textile Business which, as of March 31, 1996, would
have amounted to $38,646,000 representing net proceeds from the sale of
the Textile Business of $251,379,000 ($257,629,000 cash proceeds less
the payment of estimated expenses related to the transaction of
$6,250,000) less debt of the Textile Business repaid ($207,110,000 as of
March 31, 1996) and related prepayment penalties ($5,623,000). Such
cash was transferred to Triarc as a tax sharing payment for the income
tax liability related to the sale of the Textile Business ($20,898,000)
and an intercompany advance ($17,748,000) which was then cancelled,
thereby reducing the "Investment in consolidated subsidiaries, at
equity".
(b) To reflect the equity in the loss on the sale of the Textile
Business which as of March 31, 1996 would have amounted to $7,790,000.
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 $38,646,000 net proceeds and the
$7,790,000 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 $7,790,000.
(c) To reflect the equity in an extraordinary charge for the early
extinguishment of the debt of the Textile Business which as of March 31,
1996 would have amounted to $7,326,000.
(d) To reclassify the deferred income tax benefit as a result of the
utilization of a portion of the net operating loss carryforwards of the
Parent Company ($18,272,000), the benefit of which had been previously
recorded in "Deferred income tax benefit".
(e) To reflect the cancellation of the notes payable to Graniteville
($112,401,000 as of March 31, 1996) and amounts due to and from
Graniteville ($6,531,000 and $2,503,000, respectively, as of March 31,
1996) in connection with the sale of the Textile Business.
(f) To reflect the receipt of a $35,000,000 advance from
Graniteville Company which occurred on May 16, 1996 from a portion of
the proceeds of borrowings under a new $50,00,000 Patrick bank credit
facility entered into on such date which were in turn dividended to
Graniteville Company. The advance to the Parent Company was then
cancelled, thereby reducing the "Investment in consolidated
subsidiaries, at equity".
<PAGE>
<TABLE> TRIARC COMPANIES, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENT OF INCOME
For the Three Months Ended March 31, 1996
(Unaudited)
Historical
----------
(In thousands
except
per share
amounts)
<S>
Income and (expenses): <C>
Equity in income of subsidiaries before equity in extraordinary charge of a
subsidiary $ 2,997
Interest expense (2,131)
Other income 362
--------------
Income from continuing operations before income taxes 1,228
Benefit from income taxes 557
--------------
Income before equity in extraordinary charge of a subsidiary 1,785
Equity in extraordinary charge of a subsidiary (1,387)
--------------
Net income $ 398
==============
Income (loss) per share:
Income before equity in extraordinary charge of a subsidiary $ .06
Extraordinary charge (.05)
--------------
Net income $ .01
==============
</TABLE>
<TABLE>
TRIARC COMPANIES, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 1996
(Unaudited)
Historical
-----------
(In thousands)
<S> <C>
Cash flows from operating activities:
Net income $ 398
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income of subsidiaries before equity in extraordinary charge of a subsidiary(2,997)
Equity in extraordinary charge of a subsidiary 1,387
Payments of facilities relocation and corporate restructuring (673)
Change in due from/to subsidiaries and other affiliates (130)
Other, net 1,222
Changes in operating assets and liabilities:
Decrease in receivables 1,928
Decrease in restricted cash 22,760
Decrease in prepaid expenses and other current assets 65
Decrease in accounts payable and accrued expenses (2,399)
--------------
Net cash provided by operating activities 21,561
--------------
Cash flows from investing activities:
Loan to a subsidiary (7,925)
Capital expenditures (12)
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Net cash used in investing activities (7,937)
--------------
Cash flows from financing activities:
Repayment of notes payable to subsidiaries (9,450)
--------------
Net cash used in financing activities (9,450)
--------------
Net increase in cash and cash equivalents 4,174
Cash and cash equivalents at beginning of period 12,550
--------------
Cash and cash equivalents at end of period $ 16,724
==============
</TABLE>
<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.
Date: May 30, 1996 By: /S/ JOSEPH A. LEVATO
-----------------------------
Joseph A. Levato
Executive Vice President
and Chief Financial Officer
<PAGE>
