- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 its 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)
- --------------------------------------------------------------------------------
<PAGE>
This Form 8-K/A of Triarc Companies, Inc. ("Triarc" and, together with its
subsidiaries, the "Company") constitutes Amendment No. 1 to Triarc's Current
Report on Form 8-K (the "Original Form 8-K") which was filed with the Securities
and Exchange Commission (the "SEC") on December 24, 1997. This amendment sets
forth the information required by Item 7(b) omitted from the original Form 8-K
and includes Item 2, as amended, and Item 7(c) from the original Form 8-K.
The statements in this Current Report on Form 8-K/A 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 Act 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 the Company operates and the
impact of such conditions on consumer spending; and other risks and
uncertainties detailed in Triarc's other current and periodic filings with the
SEC. 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 (the "C.H. Patrick Sale") of
all of 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.
Triarc used approximately $32 million of the proceeds from the C.H. Patrick Sale
to repay certain borrowings of C.H. Patrick.
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
on December 10, 1997. A copy of the press release with respect to the closing of
the transaction is being filed herewith.
ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma (i) condensed consolidated balance sheet
of the Company as of September 28, 1997 and (ii) condensed consolidated
statements of operations of the Company for the year ended December 31, 1996 and
for the nine months ended September 28, 1997 have been prepared by adjusting
such financial statements, as derived and condensed, as applicable, from (i) the
consolidated financial statements in Triarc's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (the "Triarc Form 10-K"), audited by
Deloitte & Touche LLP and (ii) the unaudited condensed consolidated financial
statements in Triarc's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 28, 1997 (the "Triarc Form 10-Q"). Such adjustments to the
condensed consolidated balance sheet as of September 28, 1997 reflect the C.H.
Patrick Sale. Such adjustments to the condensed consolidated statements of
operations for the year ended December 31, 1996 and the nine months ended
September 28, 1997 reflect, in a first step, certain previously reported
transactions (the "1997 Transactions") consisting of (a) the Company's sale of
its 355 company-owned Arby's restaurants (the "Arby's Restaurants Sale") to an
affiliate of RTM, Inc. ("RTM") on May 5, 1997, as previously reported in
Triarc's Current Report on Form 8-K/A filed on August 4, 1997, (b) the Company's
sale of its rights to the C&C Beverage line, including the C&C trademark (the
"C&C Sale"), as previously reported in Triarc's Current Report on Form 8-K filed
on August 4, 1997 and (c) the Company's acquisition of Snapple Beverage Corp.
("Snapple") on May 22, 1997 as previously reported in Triarc's Current Report on
Form 8-K/A filed on August 5, 1997 and, in a second step, the C.H. Patrick Sale.
The combined statements of certain revenues and operating expenses of
Snapple for the year ended December 31, 1996 and for the period from January 1,
1997 to the May 22, 1997 acquisition date included in the unaudited pro forma
condensed consolidated financial statements have been derived and condensed, as
applicable, from (i) the combined financial statements for the year ended
December 31, 1996 (the "Snapple 1996 Financial Statements") audited by Arthur
Andersen LLP and (ii) the combination of (a) unaudited combined financial
statements for the three months ended March 31, 1997 (collectively with the
Snapple 1996 Financial Statements, the "Snapple Financial Statements") and (b)
the Snapple unaudited combined statement of certain revenues and operating
expenses for the period from April 1, 1997 to May 22, 1997 (the "Snapple May 22,
1997 Financial Statements"). The Snapple Financial Statements are included in
Triarc's Current Report on Form 8-K/A filed on August 5, 1997. The Snapple May
22, 1997 Financial Statements were provided to the Company by The Quaker Oats
Company.
The allocation of the purchase price of Snapple on the pro forma condensed
consolidated balance sheet and the effect thereof on pro forma adjustments to
the pro forma condensed consolidated statements of operations are based on
preliminary estimates and are subject to finalization. The pro forma condensed
consolidated financial statements have been prepared as if the C.H. Patrick Sale
had occurred as of September 28, 1997 for the pro forma condensed consolidated
balance sheet and the C.H. Patrick Sale and the 1997 Transactions had occurred
as of January 1, 1996 for the pro forma condensed consolidated statements of
operations. Such pro forma adjustments are described in the accompanying notes
to the pro forma condensed consolidated balance sheet and statements of
operations which should be read in conjunction with such statements. The
unaudited pro forma condensed consolidated financial statements also should be
read in conjunction with (i) the Company's audited consolidated financial
statements and management's discussion and analysis of financial condition and
results of operations appearing in the Triarc Form 10-K, (ii) the Company's
unaudited condensed consolidated financial statements and management's
discussion and analysis of financial condition and results of operations
appearing in the Triarc Form 10-Q and (iii) the Snapple Financial Statements.
The unaudited pro forma condensed consolidated financial statements do not
purport to be indicative of the actual financial position or results of
operations of the Company had such transactions actually been consummated on
September 28, 1997 and January 1, 1996, respectively, or of the future financial
position or results of operations of the Company.
As reported in Triarc's Current Report on Form 8-K filed on December 10,
1997 (the "Report"), on November 25, 1997 Triarc acquired Cable Car Beverage
Corporation ("Cable Car"). The Report indicated that the financial statements
and pro forma financial statements required by Items 7(a) and 7(b) of Form 8-K
were not being provided with the Report since it was impracticable to do so and
that such information will be filed as soon as practicable and in no event later
than 60 days after the date the Report was required to be filed. As such, the
acquisition of Cable Car has not been reflected in the accompanying pro forma
financial statements.
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 28, 1997
ADJUSTMENTS PRO FORMA
FOR THE FOR THE
AS C.H. PATRICK C.H. PATRICK
REPORTED SALE SALE
-------- ---- ----
(IN THOUSANDS)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.......................................$ 69,149 $ 72,000 (a) $ 104,519
(3,842) (a)
(32,788) (c)
Short-term investments.......................................... 57,246 -- 57,246
Receivables, net................................................ 117,063 (8,012) (a) 109,051
Inventories..................................................... 93,570 (17,074) (a) 76,496
Deferred income tax benefit..................................... 43,571 (12,341) (b) 31,766
536 (c)
Prepaid expenses and other current
assets........................................................ 10,449 -- 10,449
------------- ----------- -------------
Total current assets........................................ 391,048 (1,521) 389,527
Investment in Cable Car.............................................. -- -- --
Properties, net...................................................... 119,992 (7,513) (a) 112,479
Unamortized costs in excess of net assets
of acquired companies........................................... 288,767 (2,990) (a) 285,777
Trademarks........................................................... 260,525 -- 260,525
Deferred costs, deposits and other assets............................ 76,027 (17) (a) 74,608
(1,402) (c)
------------- ----------- -------------
$ 1,136,359 $ (13,443) $ 1,122,916
============= =========== =============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt...............................$ 16,696 $ (2,813) (c) $ 13,883
Accounts payable................................................ 71,264 (1,518) (a) 69,746
Accrued expenses and other current liabilities.................. 176,469 (130) (a) 177,473
(725) (c)
1,859 (b)
------------- ----------- -------------
Total current liabilities.................................... 264,429 (3,327) 261,102
Long-term debt....................................................... 737,273 (29,250) (c) 708,023
Deferred income taxes................................................ 78,063 -- 78,063
Deferred income and other liabilities................................ 49,441 -- 49,441
Minority interests................................................... 22,293 -- 22,293
Stockholders' equity (deficit):
Common stock.................................................... 3,398 -- 3,398
Additional paid-in capital...................................... 165,146 -- 165,146
Accumulated deficit............................................. (136,184) 34,200 (a) (117,050)
(14,200) (b)
(866) (c)
Treasury stock.................................................. (44,570) -- (44,570)
Other........................................................... (2,930) -- (2,930)
------------- ----------- -------------
Total stockholders'
equity (deficit).......................................... (15,140) 19,134 3,994
------------- ----------- -------------
$ 1,136,359 $ (13,443) $ 1,122,916
============= =========== =============
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
C.H. PATRICK SALE ADJUSTMENTS
(a) To reflect the C.H. Patrick Sale for estimated net proceeds of
$68,158,000 ($72,000,000 sale price less the payment of estimated
expenses related to the transaction) and the resulting pretax gain,
based on September 28, 1997 balances, of $34,200,000.
(b) To reflect a provision for income taxes of $14,200,000 at C.H.
Patrick's incremental Federal and state income tax rate of 38.25% on
the $34,200,000 pretax gain resulting from the C.H. Patrick Sale noted
in (a) above (of which $2,990,000 represents the write-off of Goodwill
which has no tax benefit). The offset to such provision for Federal
income taxes of $12,341,000 is reflected as a reduction to "Deferred
income tax benefit" since the Company is in a net operating loss
carryforward position and will not be required to pay any income taxes
currently on such pretax gain while the state income tax portion of
$1,859,000 is an addition to "Accrued expenses and other current
liabilities".
(c) To reflect (i) the repayment of certain borrowings of C.H. Patrick
($32,063,000 as of September 28, 1997 consisting of $2,813,000
classified as current and $29,250,000 classified as noncurrent) and
accrued interest thereon of $725,000 and (ii) an extraordinary charge
of $866,000 for the write-off of unamortized deferred financing costs
of $1,402,000 less income tax benefit of $536,000.
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PRO FORMA
ADJUSTMENTS FOR THE 1997
ADJUSTMENTS PRO FORMA FOR THE TRANSACTIONS
AS FOR THE 1997 FOR THE 1997 C.H. PATRICK AND THE
REPORTED SNAPPLE TRANSACTIONS TRANSACTIONS SALE C.H.PATRICK SALE
-------- ------ ------------ ------------ ---- ----------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net sales ..........................$ 931,920 $ 550,800 $(228,031) (a) $ 1,243,526 $ (50,519) (q) $ 1,193,007
444 (g)
(11,607) (h)
Royalties, franchise fees
and other revenues................ 57,329 -- 9,121 (b) 66,510 -- 66,510
60 (g)
---------- ---------- --------- ------------- ---------- -----------
989,249 550,800 (230,013) 1,310,036 (50,519) 1,259,517
---------- ---------- --------- ------------- ---------- -----------
Costs and expenses:
Cost of sales..................... 652,109 352,900 (187,535) (a) 807,354 (41,484) (q) 765,870
178 (g)
(10,298) (h)
Advertising, selling and
distribution................... 139,662 188,400 (24,764) (a) 294,770 (865) (q) 293,905
(1,702) (h)
(6,826) (l)
General and administrative........ 131,357 93,900 (9,913) (a) 169,588 (2,553) (q) 167,035
(434) (h)
(45,322) (m)
Reduction in carrying value
of long-lived assets impaired
or to be disposed of........... 64,300 -- (58,900) (a) 5,400 -- 5,400
Facilities relocation and
corporate restructuring........ 8,800 16,600 (2,400) (a) 23,000 -- 23,000
---------- ---------- --------- ------------- ---------- -----------
996,228 651,800 (347,916) 1,300,112 (44,902) 1,255,210
---------- ---------- --------- ------------- ---------- -----------
Operating profit (loss)...... (6,979) (101,000) 117,903 9,924 (5,617) 4,307
Interest expense....................... (73,379) -- 8,421 (c) (93,505) 2,587 (q) (90,918)
(273) (g)
(28,274) (o)
Gain on sale of businesses, net........ 77,000 -- -- 77,000 -- 77,000
Investment income, net................. 8,239 -- -- 8,239 -- 8,239
Other income (expense), net............ (243) -- 16 (h) 456 (31) (q) 425
683 (j)
--------- ---------- --------- ------------- ---------- ----------
Income (loss) before income
taxes and minority
interests................. 4,638 (101,000) 98,476 2,114 (3,061) (947)
Provision for income taxes............. (11,294) -- (28,406) (f) (11,321) 1,253 (q) (10,068)
(578) (k)
28,957 (p)
Minority interests in income
of consolidated subsidiary........... (1,829) -- -- (1,829) -- (1,829)
---------- ---------- --------- ------------- ---------- -----------
Loss before extraordinary items...$ (8,485) $ (101,000) $ 98,449 $ (11,036) $ (1,808) $ (12,844)
========== ========== ========= ============= ========== ===========
Loss before extraordinary
items per share................$ (.28) $ (.37) $ (.43)
========== ============= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRIARC COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1997
PRO FORMA
ADJUSTMENTS FOR THE 1997
PREACQUISITION ADJUSTMENTS PRO FORMA FOR THE TRANSACTIONS
AS PERIOD OF FOR THE 1997 FOR THE 1997 C.H. PATRICK AND THE
REPORTED SNAPPLE TRANSACTIONS TRANSACTIONS SALE C.H.PATRICK SALE
-------- ------- ------------ ------------ ---- ---------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net sales ...........................$ 658,942 $ 172,400 $ (74,195) (a) $ 750,271 $ (61,064) (q) $ 689,207
243 (g)
(7,119) (h)
Royalties, franchise fees
and other revenues................. 47,582 -- 2,968 (b) 50,583 -- 50,583
33 (g)
----------- ----------- ---------- ---------- ---------- ----------
706,524 172,400 (78,070) 800,854 (61,064) 739,790
----------- ----------- ---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales...................... 402,813 100,600 (59,127) (a) 437,970 (45,304) (q) 392,666
96 (g)
(6,412) (h)
Advertising, selling and
distribution.................... 141,058 58,700 (8,145) (a) 188,205 (1,574) (q) 186,631
(401) (h)
(3,007) (l)
General and administrative......... 108,723 28,200 (3,319) (a) 123,356 (3,421) (q) 119,935
(293) (h)
(9,955) (m)
Facilities relocation and
corporate restructuring......... 7,350 -- (5,597) (a) 1,753 -- 1,753
Acquisition related................ 32,440 -- -- 32,440 -- 32,440
Reduction in carrying value
of long-lived assets impaired
or to be disposed of............ -- 1,414,600 (1,414,600) (n) -- -- --
----------- ----------- ---------- ---------- ---------- ---------
692,384 1,602,100 (1,510,760) 783,724 (50,299) 733,425
----------- ----------- ---------- ---------- ---------- ----------
Operating profit (loss)....... 14,140 (1,429,700) 1,432,690 17,130 (10,765) 6,365
Interest expense........................ (54,807) -- 2,756 (c) (63,172) 2,534 (q) (60,638)
(152) (g)
(10,969) (o)
Gain on sale of businesses, net......... 261 -- 2,342 (d) 2,100 -- 2,100
(503) (i)
Investment income, net.................. 10,927 -- -- 10,927 -- 10,927
Other income, net....................... 3,603 -- (544) (e) 3,509 (274) (q) 3,235
381 (j)
69 (h)
----------- ---------- --------- ---------- ---------- ---------
Loss before income taxes
and minority interests..... (25,876) (1,429,700) 1,426,070 (29,506) (8,505) (38,011)
Benefit from income taxes............... 5,693 -- (3,701) (f) 6,685 3,325 (q) 10,010
14 (k)
4,679 (p)
Minority interests in income
of consolidated subsidiary............ (1,223) -- -- (1,223) -- (1,223)
----------- ----------- ---------- ---------- ---------- ----------
Loss before
extraordinary items.............$ (21,406) $(1,429,700) $1,427,062 $ (24,044) $ (5,180) $ (29,224)
=========== =========== ========== ========== ========== ==========
Loss before extraordinary
items per share.................$ (.71) $ (.80) $ (.98)
=========== ========== ==========
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
ARBY'S RESTAURANTS SALE PRO FORMA ADJUSTMENTS
(a) To reflect the elimination of the sales, cost of sales, advertising,
selling and distribution expenses and allocated general and administrative
expenses, the reduction in carrying value of long-lived assets impaired or
to be disposed of (for the year ended December 31, 1996) related to the
sold Arby's restaurants and the portion of the facilities relocation and
corporate restructuring charge associated with restructuring the restaurant
segment in connection with the Arby's Restaurants Sale. The allocated
general and administrative expenses reflect the portion of the Company's
total general and administrative expenses allocable to the operating
results associated with the restaurants sold as determined by management of
the Company. Such allocated amounts consist of (i) salaries, bonuses,
travel and entertainment expenses, supplies, training and other expenses
related to area managers who had responsibility for the day-to-day
operation of the sold restaurants and (ii) the portion of general corporate
overhead (e.g. accounting, human resources, marketing, etc.) estimated to
be avoided as a result of the Company no longer operating restaurants.
Since the Company no longer owns any Arby's restaurants but continues to
operate as the Arby's franchisor, it undertook a reorganization of its
restaurant segment eliminating 65 positions in its corporate and field
administrative offices and significantly reducing leased office space. The
effect of the elimination of income and expenses of the sold restaurants is
significantly greater in the year ended December 31, 1996 as compared with
the nine months ended September 28, 1997 principally due to two 1996
eliminations which did not recur in the 1997 period for (i) the $58,900,000
reduction in carrying value of long-lived assets associated with the
restaurants sold and (ii) depreciation and amortization on the long-lived
restaurant assets sold, which had been written down to their estimated fair
values as of December 31, 1996 and were no longer depreciated or amortized
while they were held for sale.
(b) To reflect royalties through May 5, 1997 on the sales of the restaurants
sold pursuant to the Arby's Restaurants Sale at the rate of 4%.
(c) To reflect a reduction to interest expense relating to the debt assumed by
RTM.
(d) To reflect the elimination of the $2,342,000 loss on sale of restaurants
recorded in the nine months ended September 28, 1997.
(e) To reflect the elimination of a $544,000 gain (only the portion related to
the restaurant headquarters) on termination of a portion of the Fort
Lauderdale, Florida headquarters lease for space no longer required by the
restaurant segment as a result of the Arby's Restaurants Sale recorded in
the nine months ended September 28, 1997.
(f) To reflect the income tax effects of the Arby's Restaurants Sale at the
Arby's, Inc. incremental Federal and state income tax rate of 38.9%.
C&C SALE PRO FORMA ADJUSTMENTS
(g) To reflect through the date of the C&C Sale (i) realization of deferred
revenues based on the portion of the minimum take-or-pay commitment for
sales of concentrate for C&C products to the buyer of the C&C business to
be fulfilled and fees related to the technical services to be performed,
both under the contract with the buyer, (ii) imputation of interest expense
on the deferred revenues and (iii) recognition of the estimated cost of the
concentrate to be sold.
(h) To reflect the elimination of sales, cost of sales, advertising, selling
and distribution expenses, general and administrative expenses and other
expense related to the C&C beverage line.
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(CONTINUED)
(i) To reflect the elimination of the $503,000 gain on the C&C Sale recorded in
the nine months ended September 28, 1997.
(j) To reflect accretion of the discount on the portion of the note received in
the C&C Sale.
(k) To reflect the income tax effects of the C&C Sale at Royal Crown Company,
Inc.'s incremental Federal and state income tax rate of 36.6%.
SNAPPLE ACQUISITION PRO FORMA ADJUSTMENTS
(l) Represents adjustments to "Advertising, selling and distribution" expenses
as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, 1996 SEPTEMBER 28, 1997
----------------- ------------------
<S> <C> <C>
To record (reverse) net purchases (depreciation) of
refrigerated display cases expensed when
purchased and placed in service................................$ 3,174 $ (879)
To reverse reported take-or-pay expense for obligations
associated with long-term production contracts
as a result of adjustment to fair value........................ (10,000) (2,128)
------------ -------------
$ (6,826) $ (3,007)
============ =============
(m) Represents adjustments to "General and administrative" expenses as follows
(in thousands):
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, 1996 SEPTEMBER 28, 1997
----------------- ------------------
<S> <C> <C>
To record amortization of trademarks and tradenames
of $210,000 over an estimated life of 35 years.................$ 6,000 $ 2,334
To record amortization of Goodwill of $88,942 over an
estimated life of 35 years..................................... 2,541 989
To reverse reported amortization of intangibles for which
no amortization was recorded subsequent to March
31, 1997 when they were written down to their
estimated fair values.......................................... (54,200) (13,400)
To record amortization relating to the excess of fair value
of an equity investment over the underlying book value
over an estimated life of 35 years............................. 337 122
------------ -------------
$ (45,322) $ (9,955)
============ =============
</TABLE>
(n) To reverse the historical reduction in carrying value of long-lived assets
impaired or to be disposed of for the nine months ended September 28, 1997
in connection with the sale of Snapple to Triarc.
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(CONTINUED)
(o) Represents adjustments to "Interest expense" as follows (in thousands):
<TABLE>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, 1996 SEPTEMBER 28, 1997
----------------- ------------------
<S> <C> <C>
To record interest expense at a weighted average rate of 10.2%
on the $330,000 of borrowings under a $380,000 credit
agreement (the "Credit Agreement") made in connection with
the acquisition of Snapple........................................$ (33,424) $ (12,811)
To record amortization on $11,200 of deferred financing
costs associated with the Credit Agreement........................ (1,889) (713)
To reverse reported interest expense on the refinanced
bank facility..................................................... 6,086 2,231
To reverse reported amortization of deferred financing
costs associated with the refinanced bank facility................ 953 324
---------- -----------
$ (28,274) $ (10,969)
=========== ============
</TABLE>
(p) Represents adjustments to "Benefit from (provision for) income taxes" (in
thousands):
<TABLE>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, 1996 SEPTEMBER 28, 1997
----------------- ------------------
<S> <C> <C>
To reflect an income tax benefit on the adjusted
historical pretax loss at Snapple's incremental
Federal and state income tax rate of 39% (exclusive
of nondeductible Goodwill write-off and/or
amortization) since no income tax benefit is
reflected in the reported historical results of
operations........................................................$ 26,286 $ 65,208
To reflect the estimated income tax effect of the
above adjustments (exclusive of nondeductible
Goodwill write-off and/or amortization) at 39%.................... 2,671 (60,529)
---------- -----------
$ 28,957 $ 4,679
========== ===========
</TABLE>
C.H. PATRICK SALE PRO FORMA ADJUSTMENTS
(q) To reflect the elimination of the sales, cost of sales, advertising,
selling and distribution expenses, general and administrative expenses,
interest expense, other income and provision for income taxes related to
the operations sold in the C.H. Patrick Sale.
<PAGE>
(c) Exhibits
99.1 Press Release dated December 23, 1997
<PAGE>
SIGNATURE
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.
(Registrant)
Date: January 7, 1998 By: /s/ JOHN L. BARNES, JR.
-----------------------
John L. Barnes, Jr.
Senior Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT
Exhibit
No. Description Page No.
99.1 Press release dated December 23, 1997
<PAGE>
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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