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) February 13, 1997
TRIARC COMPANIES, INC.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
----------------- -------------- --------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
280 Park Avenue
New York, NY 10017
--------------------------- -----------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
900 Third Avenue
New York, NY 10022
------------------------------ -----------------
(Former name or former address, (Zip Code)
if changed since last report)
Page 1 of 4 Pages
Index to Exhibits appears on Page 4
<PAGE>
Item 5. Other Events
On February 13, 1997, Arby's Inc. ("Arby's"), Arby's Restaurant Development
Corporation ("ARDC"), Arby's Restaurant Holding Company ("ARHC") and Arby's
Restaurant Operations Company ("AROC"), each an indirect wholly-owned subsidiary
of the Registrant, entered into a stock purchase agreement with RTM, Inc.
("RTM") and RTM Partners, Inc. ("Holdco") pursuant to which Holdco would acquire
all of the stock of two corporations ("Newco") owning all of the 355 Arby's
restaurants owned by the Registrant and its subsidiaries. The purchase price is
approximately $71 million, consisting of $50,000 cash, a promissory note in the
face amount of $1,950,000 and the assumption of approximately $69 million in
mortgage indebtedness and capitalized lease obligations. The consummation of the
transaction is subject to customary closing conditions, including receipt of
necessary consents and regulatory approvals.
In connection with the transaction, the sellers will receive options to purchase
from Holdco up to an aggregate of 20% of the common stock of each of the two
corporations that will own the restaurants. RTM, Holdco and two affiliated
entities also entered into a guarantee in favor of the sellers and the
Registrant guaranteeing payment of the assumed debt obligations. As part of the
transaction, RTM has also agreed to cause Newco to build an additional 190
Arby's restaurants over the next 14 years pursuant to a development agreement.
This is in addition to a previous commitment RTM entered into last year to build
an additional 210 Arby's restaurants.
A copy of the press release, the stock purchase agreement and the forms of
option, guaranty and development agreement are being filed herewith as exhibits
and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Stock Purchase Agreement dated February 13, 1997 among Arby's, ARDC,
ARHC, AROC, RTM and Holdco.
10.2 Form of Option granted by Holdco in favor of ARDC, ARHC and AROC.
10.3 Form of Guaranty by RTM, Holdco, RTM Management Co., LLC and Triarc
Restaurants Disposition 1, Inc. ("Newco") in favor of Arby's, ARDC,
ARHC, AROC and the Registrant.
10.4 Form of Development Agreement between Arby's and Newco.
99.1 Press release dated February 13, 1997.
<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.
By: /s/ Brian L. Schorr
-----------------------------------------
Brian L. Schorr, Executive Vice President
Dated: February 20, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
10.1 Stock Purchase Agreement dated February 13, 1997 among Arby's, ARDC,
ARHC, AROC, RTM and Holdco is incorporated herein by reference to
Exhibit 10.1 to the current report on Form 8-K dated February 13, 1997
filed by RC/Arby's Corporation (SEC file No. 0-20286) (the "RCAC 8-K").
10.2 Form of Option granted by Holdco in favor of ARDC, ARHC and AROC
is incorporated herein by reference to Exhibit 10.2 to the RCAC 8-K.
10.3 Form of Guaranty by RTM, Holdco, RTM Management Co. LLC and Triarc
Restaurants Disposition 1, Inc. ("Newco") in favor of Arby's, ARDC,
ARHC, AROC and the Registrant is incorporated herein by reference to
Exhibit 10.3 to the RCAC 8-K.
10.4 Form of Development Agreement between Arby's and Newco is incorporated
herein by reference to Exhibit 10.4 to the RCAC 8-K.
<PAGE>
99.1 Press release dated February 13, 1997 is incorporated herein by
reference to Exhibit 99.1 to the RCAC 8-K.
<PAGE>
