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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) March 26, 1998
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
--------------------------------------------- -----------------
(Former name or former address, (Zip Code)
if changed since last report)
Page 1 of 3 Pages
Exhibit Index appears on Page 3
1
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Filed herewith is an agreement entered into by or otherwise relating to
the Registrant and its subsidiaries.
(c) Exhibits
4.1 First Amendment to Credit Agreement dated as of March 23, 1998
among Mistic Brands, Inc., Snapple Beverage Corp., Triarc
Beverage Holdings Corp., the Lenders (as defined therein), DLJ
Capital Funding, Inc., as syndication agent, Morgan Stanley
Senior Funding, Inc., as documentation agent, and The Bank of New
York, as administrative agent.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
TRIARC COMPANIES, INC.
By: Brian L. Schorr
-----------------------------------------
Brian L. Schorr, Executive Vice President
Dated: March 26, 1998
2
<PAGE>
EXHIBIT
Exhibit
No. Description Page No.
4.1 -- First Amendment to Credit Agreement dated as of March
23, 1998 among Mistic Brands, Inc., Snapple Beverage
Corp., Triarc Beverage Holdings Corp., the Lenders (as
defined therein), DLJ Capital Funding, Inc., as
syndication agent, Morgan Stanley Senior Funding, Inc.,
as documentation agent, and The Bank of New York, as
administrative agent.
3
<PAGE>
Exhibit 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 23, 1998, among MISTIC BRANDS, INC. ("Mistic", a Delaware corporation,
SNAPPLE BEVERAGE CORP. ("Snapple"), a Delaware corporation, TRIARC BEVERAGE
HOLDINGS CORP. (the "Parent"), a Delaware corporation (each of Mistic, Snapple
and the Parent, a "Borrower" and, collectively, the "Borrowers"), the financial
institutions listed on the signature pages hereto (collectively, the "Lenders"),
DLJ CAPITAL FUNDING, INC., as syndication agent (the "Syndication Agent") for
the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as documentation agent (the
"Documentation Agent") for the Lenders, and THE BANK OF NEW YORK, as
administrative agent (the "Administrative Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, the Syndication Agent, the
Administrative Agent, and the Documentation Agent are parties to an Amended and
Restated Credit Agreement, dated as of August 15, 1997 (as so heretofore
modified and in effect from time to time, the "Existing Credit Agreement"); and
WHEREAS, the Borrowers have requested the Lenders to amend
the Existing Credit Agreement in certain respects; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as provided below (the Existing Credit Agreement, as so amended by this
Amendment, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
<PAGE>
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):
"Credit Agreement" is defined in the third recital.
"Existing Credit Agreement" is defined in the first recital
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings ascribed thereto in the Existing Credit
Agreement.
PART II
AMENDMENTS TO
THE EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Effective Date, and
in reliance upon the representations and warranties made herein, the Existing
Credit Agreement is hereby amended in accordance with this Part II. Except as
expressly so amended, the Existing Credit Agreement shall continue in full force
and effect in accordance with its terms.
SUBPART 2.1. Amendments to Section 1.1. Section 1.1 of the Existing
Credit Agreement is hereby amended by inserting the following definitions in
such Section in the appropriate alphabetical sequence:
"Amendment No. 1" means the First Amendment to the
Credit Agreement, dated as of March 23, 1998, among the
Borrowers, the Lenders signatory thereto, and the
Agents.
"First Amendment Effective Date" is defined in
Subpart 3.1 of Amendment No. 1.
SUBPART 2.2. Amendment to Definition of Excess Cash Flow. Paragraph (v)
of the definition of Excess Cash Flow in the Existing Credit Agreement is hereby
amended and restated to read in its entirety as follows:
<PAGE>
(v) for each Fiscal Year (or portion thereof) of
the Parent commencing with the Fiscal Year ending January
3, 1999, the amount of the net increase (or minus in the
case of a net decrease) of Current Assets over Current
Liabilities of the Parent and its Subsidiaries (including
Mistic and Snapple) for such applicable period;
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Effective Date. This Amendment (and the amendments and
modifications contained herein) shall become effective, and shall thereafter be
referred to as "Amendment No. 1", on the date (the "First Amendment Effective
Date") when all of the conditions set forth in this Subpart 3.1 have been
satisfied.
SUBPART 3.1.1. Execution of Counterparts. The Syndication Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of the Borrower, the Agents and each of the Required Lenders.
PART IV
REPRESENTATIONS AND WARRANTIES, ETC.
SUBPART 4.1. Representations and Warranties; No Default. In order to
induce the Required Lenders to enter into this Amendment, the Borrowers hereby
jointly and severally (a) confirm, reaffirm and restate that the representations
and warranties set forth in Article VI of the Existing Credit Agreement and in
each other Loan Document are true and correct in all material respects as of the
date hereof (unless such representations and warranties are stated to relate to
an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects as of such earlier date) and (b)
represent and warrant that, after giving effect to the Amendment set forth
herein, no Default or Event of Default has occurred and is continuing.
<PAGE>
PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment. References in this Amendment to any Article or Section are, unless
otherwise specified, to such Article or Section of the Credit Agreement.
SUBPART 5.2. Loan Document Pursuant to Credit Agreement. This Amendment
is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement, including
Article X thereof.
SUBPART 5.3. Counterparts, etc. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
Agreement.
SUBPART 5.4. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
SUBPART 5.5. Successors and Assigns. This Amendment shall
be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers hereunto duly authorized as of the day and
year first above written.
MISTIC BRANDS, INC.
By: ERNEST J. CAVALLO
-----------------------
Title: President
SNAPPLE BEVERAGE CORP.
By: ERNEST J. CAVALLO
-----------------------
Title: President
TRIARC BEVERAGE HOLDINGS CORP.
By: ERNEST J. CAVALLO
-----------------------
Title: President
<PAGE>
DLJ CAPITAL FUNDING, INC.,
as the Syndication Agent and
as a Lender
By: HAROLD PHILIPS
------------------------
Title: Managing Director
<PAGE>
MORGAN STANLEY SENIOR FUNDING,
INC., as the Documentation
Agent and as a Lender
By: MICHAEL HART
------------------------
Title: Principal
<PAGE>
THE BANK OF NEW YORK, as the
Administrative Agent and as a
Lender
By: JAMES S. DUCEY
------------------------
Title: Vice President
<PAGE>
THE LENDERS:
ARCHIMEDES FUNDING LLC
By: ING CAPITAL ADVISORS,
INC., as Collateral
Manager
By: MICHAEL D. HATLEY
------------------------
Title: Vice President &
Portfolio Manager
<PAGE>
BANKERS TRUST COMPANY
By:
Title:
<PAGE>
BANK OF TOKYO MITSUBISHI
TRUST CO.
By:
Title:
<PAGE>
CORESTATES BANK N.A.
By: JOHN HAURIN
------------------------
Title: Vice President
<PAGE>
CANADIAN IMPERIAL BANK OF
COMMERCE
By:
Title:
<PAGE>
CITIBANK, N.A.
By:
Title:
<PAGE>
KZH-ING-1 CORPORATION
By:
Title:
<PAGE>
KZH-ING-2 CORPORATION
By:
Title:
<PAGE>
KZH HOLDING CORPORATION III
By:
Title:
<PAGE>
KZH-SOLEIL CORPORATION
By:
Title:
<PAGE>
KZH-CRESCENT CORPORATION
By:
Title:
<PAGE>
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: MERRILL LYNCH ASSET
MANAGEMENT, L.P., as
Investment Advisor
By: JOHN JOHNSON
------------------------
Title:
<PAGE>
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By: JOHN JOHNSON
------------------------
Title:
<PAGE>
MERRILL LYNCH PIERCE FENNER
& SMITH INCORPORATED
By: NEIL BRISSON
------------------------
Title: Director
<PAGE>
ML CBO IV (CAYMAN) LTD.
By: PROTECTIVE ASSET
MANAGEMENT COMPANY, as
Collateral Manager
By: MARK K. OKADA
------------------------
Title: Executive Vice
President
<PAGE>
THE MITSUI TRUST AND BANKING
COMPANY LIMITED
By: E. AKANA
------------------------
Title: Vice President
<PAGE>
NORTHERN LIFE INSURANCE
COMPANY
By: ING CAPITAL ADVISORS,
INC., as Investment
Advisor
By: MICHAEL D. HATLEY
------------------------
Title: Vice President &
Portfolio Manager
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: RICHARD A. STRAIT
------------------------
Title: Authorized
Representative
<PAGE>
PILGRIM AMERICA PRIME RATE
TRUST
By: PILGRIM AMERICA
INVESTMENTS, INC., as
its Investment Manager
By: J. BAKALAR
------------------------
Title: Vice
President/Assistant
Portfolio Manager
<PAGE>
PRIME INCOME TRUST
By: PETER GERWITZ
------------------------
Title: Authorized
Signatory
<PAGE>
SANWA BUSINESS CREDIT
CORPORATION
By: LAWRENCE J. PLACEK
------------------------
Title: Vice President
<PAGE>
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By: ING CAPITAL ADVISORS,
INC., as Investment
Advisor
By: MICHAEL D. HATLEY
------------------------
Title: Vice President &
Portfolio Manager
<PAGE>
THE SUMITOMO BANK LIMITED
By:
Title:
<PAGE>
TCW LEVERAGED INCOME TRUST,
L.P.
By: TCW ADVISERS (Bermuda)
LTD., as General Partner
By:
Title:
By: TCW INVESTMENT MANAGEMENT
COMPANY, as Investment
Adviser
By:
Title:
<PAGE>
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:
Title:
<PAGE>
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK
BRANCH
By: HIROSHI KITADA
------------------------
Title: Deputy General
Manager
<PAGE>
MITSUBISHI TRUST AND BANKING
CORPORATION
By: BEATRICE E. KOSSODO
------------------------
Title: Senior Vice
President
<PAGE>
THE ROYAL BANK OF SCOTLAND PLC
By:
Title:
<PAGE>
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: JEFFREY W. MAILLET
------------------------
Title: Sr. Vice Pres. &
Director
<PAGE>
VAN KAMPEN CLO I, LIMITED
By: VAN KAMPEN AMERICAN
CAPITAL MANAGEMENT, INC.,
as Collateral Manager
By: JEFFREY W. MAILLET
------------------------
Title: Sr. Vice Pres. &
Director
<PAGE>
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