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 12, 1998
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
---------------------------------------------
(Former Name or Former Address, if
Changed Since Last Report)
Item 5. Other Events.
On October 12, 1998, Triarc Companies, Inc. (the "Company") announced
that its Board of Directors has formed a Special Committee to evaluate a
proposal it has received from Nelson Peltz and Peter W. May, the Chairman and
Chief Executive Officer and the President and Chief Operating Officer,
respectively, of the Company for the acquisition by an entity to be formed by
them of all of the outstanding shares of the Company (other than the 6 million
shares owned by an affiliate of Messrs. Peltz and May) for $18 per share payable
in cash and securities. The proposal is subject to, among other things, (1) the
execution and delivery of a definitive acquisition agreement, (2) receipt of a
fairness opinion from the financial adviser to the Special Committee of the
Board, (3) receipt of satisfactory financing for the transaction, (4) approval
of the proposed transaction by the Special Committee of the Board, the full
Board of Directors and the Company's Stockholders and (5) the expiration of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. There can be no assurance that a definitive acquisition agreement will
be executed and delivered or that the proposed transaction will be consummated.
The Special Committee is comprised of Mr. David E. Schwab II (Chairman), former
New York Governor Hugh L. Carey, Mr. Clive Chajet and Mr. Joseph A. Levato
(alternate).
In connection with the proposal, the Company has designated an affiliate
of Messrs. Peltz and May as the initial contingent transferee of its right of
first refusal with respect to the outstanding shares of the Company's Class B
Common Stock.
The securities proposed to be issued have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold within the
United States except pursuant to an exemption from the Securities Act, or in a
transaction not subject to the registration requirements of the Securities Act.
This Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy such securities.
Copies of the letter setting forth the proposal, the letter agreement
relating to the right of first refusal with respect to the Class B Common Stock
and the press release issued by the Company announcing the receipt of such
proposal are being filed herewith as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Letter dated October 12, 1998 from Nelson Peltz and Peter W. May
to the Board of Directors of the Company.
99.2 Letter agreement dated October 12, 1998 between the Company and
Nelson Peltz and Peter W. May.
99.3 Press release dated October 12, 1998
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 12, 1998 By: BRIAN L. SCHORR
---------------
Brian L. Schorr
Executive Vice President
and General Counsel
Exhibit Index
Exhibit
No. Description Page No.
- -------- -------------- --------
99.1 Letter dated October 12, 1998 from Nelson Peltz
and Peter W. May to the Board of Directors of
the Company
99.2 Letter agreement dated October 12, 1998 between
the Company and Nelson Peltz and Peter W. May
99.3 Press release dated October 12, 1998
Exhibit 99.1
NELSON PELTZ
PETER W. MAY
October 12, 1998
Board of Directors
Triarc Companies, Inc.
280 Park Avenue
New York. NY 10017
Gentlemen:
We are pleased to propose an acquisition of all of the outstanding
shares of Common Stock not currently owned by DWG Acquisition Group, L.P.
("Group") on the terms and conditions set forth in this letter. Each holder
(other than Group) of Class A Common Stock, par value $.10 per share, and
Class B Common Stock, par value $.10 per share (the "Common Stock") of Triarc
Companies, Inc. (the "Company") would receive for each share of Common Stock
$18.00 payable in cash and securities. The securities, the specific terms of
which will be negotiated with the Special Committee referred to below, will be
valued on a fully distributed basis in a normalized market.
This offer represents an approximate 37% premium over last Friday's
closing stock price of $13-3/16.
We understand that in transactions of this nature it is typical for a
special committee of independent directors (the "Special Committee") to be
established to review the acquisition proposal. We suggest that the formation of
a Special Committee be accomplished during today's Board of Directors meeting.
We will forward in due course to the members of that Special Committee a
form of acquisition agreement setting forth our proposed terms and conditions of
the proposed transaction.
Our proposal is conditioned upon the execution of a definitive acquisi-
tion agreement containing the terms and conditions set forth above and such
other mutually agreeable terms and conditions as are customary in agreements of
this sort, including but not limited to customary representations, warranties,
covenants and conditions. It is also subject to, among other things, (1) the
approval of the transaction by the Special Committee, the Board of Directors and
the Stockholders of the Company, (2) receipt of satisfactory financing for the
transaction, (3) receipt of a fairness opinion from the financial adviser to the
Special Committee that indicates that the proposed transaction is fair from a
financial point of view to the Stockholders of the Company and (4) the expira-
tion of any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
We would like to proceed with this transaction as soon as possible. We
reserve the right to modify or withdraw this proposal at any time prior to the
execution and delivery of the definitive acquisition agreement in the event that
we become aware of any facts or circumstances that we determine, in our sole
discretion, make such action appropriate. We will not have any obligation to
the Company or its Stockholders with respect to this proposal prior to the
execution and delivery of the definitive acquisition agreement.
We and our advisers are prepared promptly to meet with the Special Com-
mittee and its advisers to answer any questions that may arise regarding our
proposal and the proposed transaction.
Very truly yours,
NELSON PELTZ
Nelson Peltz
PETER W. MAY
Peter W. May
Exhibit 99.2
October 12, 1998
Messrs. Nelson Peltz and Peter W. May
280 Park Avenue
New York, NY 10017
Gentlemen:
Triarc Companies, Inc. (the "Company") has a transferable right of first
refusal with respect to all of the shares of Class B Common Stock, par value
$.10 per share of the Company (the "Right").
To induce you to make the going-private proposal which you have today dis-
cussed with us, the Company hereby agrees that if the Right is triggered and the
Company determines not to exercise the Right, the Company will immediately as-
sign the Right to your affiliate DWG Acquisition Group, L.P.
This agreement has been authorized and approved by the Special Committee
which was appointed today by the Board of Directors of the Company to consider
your proposal.
Very truly yours,
TRIARC COMPANIES, INC.
By: JOHN L. BARNES, JR.
ACCEPTED:
NELSON PELTZ
Nelson Peltz
PETER W. MAY
Peter W. May
Exhibit 99.3
CONTACT: Anne A. Tarbell PRESS RELEASE
(212) 451-3030 For Immediate Release
TRIARC RECEIVES $18 PER SHARE GOING-PRIVATE PROPOSAL
NEW YORK, NY, OCTOBER 12, 1998 -- Triarc Companies, Inc. (NYSE: TRY)
announced today that its Board of Directors has formed a Special Committee to
evaluate a proposal it has received from Nelson Peltz and Peter May, the
Chairman and Chief Executive Officer and the President and Chief Operating
Officer, respectively, of the Company, for the acquisition by an entity to be
formed by them of all of the outstanding shares of Common Stock of the Company
(other than the 6 million shares owned by an affiliate of Messrs. Peltz and
May), for $18 per share payable in cash and securities. The proposal represents
an approximate 37% premium over last Friday's closing stock price of $13-3/16.
The specific terms of the securities will be negotiated with the Special
Committee and will be valued on a fully distributed basis in a normalized
market.
The proposal is subject to, among other things, (1) the execution and
delivery of a definitive acquisition agreement, (2) receipt of a fairness
opinion from the financial adviser to the Special Committee of the Board, (3)
receipt of satisfactory financing for the transaction, (4) approval of the
proposed transaction by the Special Committee of the Board, the full Board of
Directors and the Company's Stockholders and (5) the expiration of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
There can be no assurance that a definitive acquisition agreement will be
executed and delivered or that the proposed transaction will be consummated.
Triarc is a branded consumer products company in beverages (Snapple(R)
beverages, Mistic(R) Brands, Stewart's(R) and Royal Crown(R)) and restaurants
(Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)).
# # #
NOTE
The securities proposed to be issued have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold within the
United States except pursuant to an exemption from the Securities Act, or in a
transaction not subject to the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an
offer to buy such securities.
