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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): December 23, 1997
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)
280 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former Name or Former Address, if
Changed Since Last Report)
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The statements in this Current Report on Form 8-K that are not
historical facts, including, most importantly, those statements preceded by,
followed by, or that include the words "may," "believes," "expects,"
"anticipates," or the negation thereof, or similar expressions, constitute
"forward-looking statements" that involve risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any outcomes expressed or implied by such forward-looking
statements. For those statements, Triarc claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Art of 1995. Such factors include, but are not limited to, the
following: success of operating initiatives; development and operating costs;
advertising and promotional efforts; brand awareness; the existence or absence
of adverse publicity; market acceptance of new product offerings; changing
trends in consumer tastes; changes in business strategy or development plans;
quality of management; availability, terms and deployment of capital; business
abilities and judgment of personnel; availability of qualified personnel; labor
and employee benefit costs; availability and cost of raw materials and supplies;
changes in, or failure to comply with, government regulations; the costs and
other effects of legal and administrative proceedings; pricing pressures
resulting from competitive discounting; general economic, business and political
conditions in the countries and territories where Triarc operates; the impact of
such conditions on consumer spending; and other risks and uncertainties detailed
in Triarc's other current and periodic filings with the Securities and Exchange
Commission. Triarc will not undertake and specifically declines any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 23, 1997 Triarc completed the sale of all the outstanding
capital stock of C.H. Patrick & Co., Inc. ("C.H. Patrick"), its dyes and
specialty chemicals subsidiary, to The B.F. Goodrich Company for $72 million in
cash, subject to certain post-closing adjustments.
A copy of the Stock Purchase Agreement relating to the sale of C.H.
Patrick was previously filed by the Registrant in its Current Report on Form 8-K
filed December 10, 1997. A copy of the press release with respect to the closing
of the transaction is being filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Article
11 of Regulation S-X is not being furnished herewith since it is impracticable
for the Registrant to do so at the time this Report is filed. Such required pro
forma financial information will be filed as soon as practicable and in no event
later than 60 days after the date this Report must be filed.
(c) Exhibits
99.1 Press Release dated December 23, 1997
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SIGNATURES
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: December 24, 1997 By: Stuart I. Rosen
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Stuart I. Rosen
Vice President
and Secretary
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EXHIBIT
Exhibit
No. Description Page No.
99.1 Press release dated December 23, 1997
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PRESS RELEASE
CONTACT: MARTIN M. SHEA FOR IMMEDIATE RELEASE
TRIARC COMPANIES, INC.
212/451-3030
TRIARC COMPLETES SALE OF C.H. PATRICK
NEW YORK, New York -- December 23, 1997 -- Triarc Companies, Inc. (NYSE:TRY)
announced today that it has completed the sale of its dyes and specialty
chemicals subsidiary, C.H. Patrick & Co., Inc. to B.F. Goodrich Company for $72
million in cash subject to certain post-closing adjustments. With this
transaction, Triarc has completed the sale of all of its wholly-owned,
non-consumer businesses.
Triarc Companies, Inc., predominantly a holding company, anticipates annualized
sales of approximately $1 billion, with a focus in beverages (Snapple, Mistic,
Royal Crown and Stewart's) and restaurants (Arby's). In addition, Triarc has an
equity interest in liquefied petroleum gas (National Propane).
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