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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRIARC COMPANIES, INC.
(NAME OF ISSUER)
TRIARC COMPANIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
CLASS A COMMON STOCK - 895927
CLASS B COMMON STOCK - NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
BRIAN L. SCHORR
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON
FILING STATEMENT)
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COPY TO:
NEALE M. ALBERT
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
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MARCH 12, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR
GIVEN TO SECURITY HOLDERS)
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This Amendment No. 3 amends and supplements the Issuer Tender Statement on
Schedule 13E-4 dated March 12, 1999, as amended (the 'Schedule 13E-4'), filed by
Triarc Companies, Inc., a Delaware corporation (the 'Company'), in connection
with the Company's offer to purchase up to an aggregate of 5,500,000 shares of
Class A Common Stock, par value $.10 per share, of the Company (the 'Class A
Shares') and Class B Common Stock, par value $.10 per share, of the Company (the
'Class B Shares, and, together with the Class A Shares, the 'Shares') at prices
not greater than $18.25 per share nor less than $16.25 per Share, net to the
seller in cash as specified by stockholders tendering their shares, upon the
terms and conditions set forth in the Offer to Purchase dated March 12, 1999
(the 'Offer to Purchase'), the Supplement to the Offer to Purchase dated April
8, 1999 (the 'Supplement') and the related Letter of Transmittal (which together
constitute the 'Offer'). Copies of the Offer to Purchase, the Supplement and the
Letter of Transmittal are filed with the Securities and Exchange Commission as
Exhibits (a)(1), (a)(2) and (a)(9), respectively, to the Schedule 13E-4.
Unless otherwise indicated, all defined terms used herein shall have the
same meaning as those set forth in the Offer to Purchase.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is amended by adding the following paragraph:
Based upon a final count by Harris Trust and Savings Bank, the
depositary for the Offer, 3,805,015 Shares were validily tendered and
accepted for payment at $18.25 per Share, which represents all Shares
tendered at $18.25 and below. Harris Trust and Savings Bank began issuing
payment for Shares accepted in the Offer on April 27, 1999 and will
complete the process as soon as possible. Prior to the repurchase, the
Company had 29,329,819 Shares of common stock outstanding, consisting of
23,332,197 Class A Shares and 5,997,622 Class B Shares. As a result of this
repurchase, the Company currently has 25,524,804 Shares of common stock
outstanding, consisting of 19,527,182 Class A Shares and 5,997,622 Class B
Shares.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Press Release issued by the Company dated April 28, 1999.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
TRIARC COMPANIES, INC.
By: /s/ BRIAN L. SCHORR
...................................
BRIAN L. SCHORR
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
Date: April 29, 1999
3
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(a)(14) Press Release issued by the Company dated April 28, 1999........................
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[TRIARC LETTERHEAD]
PRESS RELEASE
For Immediate Release
CONTACT: Anne A. Tarbell
Triarc Companies, Inc.
212/451-3030
www.triarc.com
Triarc Announces Final Results of Dutch-Auction
Self-Tender Offer
3.8 million shares purchased at $18.25
New York, NY, April 28, 1999 -- Triarc Companies Inc. (NYSE:TRY) announced
today the final results of its "Dutch Auction" self-tender offer which expired
at 5:00 p.m. New York City time on Thursday, April 22, 1999.
In accordance with the terms of the tender offer, 3,805,015 shares have
been validly tendered and accepted for payment at a price of $18.25 per
share, based upon a final count by Harris Trust and Savings Bank, the
Depositary for the offer. Harris Trust and Savings Bank began issuing
payment for shares accepted in the offer on Tuesday, April 27, 1999 and will
complete the process as soon as possible.
Triarc's tender offer was for up to 5.5 million shares of the Company's common
stock at a price of not less than $16.25 and not more than $18.25 per share.
All shares validly tendered at $18.25 and below were accepted.
As a result of this repurchase, Triarc currently has 25,524,804 shares of
common stock outstanding.
As previously announced, Triarc intends to review the merits of future
stock repurchases on the open market, in privately negotiated
transactions, through tender offers or otherwise. Any decision to
repurchase shares is subject to approval of Triarc's Board of Directors
and will only be made if market conditions warrant and if legally
permissible. In addition, Triarc continues to evaluate acquisitions,
investments and business combinations, with the goal of increasing value
for its stockholders.
Triarc is a leading premium beverage company (Snapple'r', Mistic'r' and
Stewart's'r'), a restaurant franchisor ( Arby's'r', T.J. Cinnamons'r' and
Pasta Connection'tm') and a producer of soft drink concentrates (Royal Crown
'r', Diet Rite'r' and Nehi'r').
# # #
Notes to Follow
Notes
(1) There can be no assurance that any repurchases of Triarc stock will be
made in the future.
(2) There can be no assurance that Triarc will identify and effect any
acquisitions or business combinations or, if completed, that such
acquisitions and business combinations will be successfully integrated
with the Company's operations.
EDITOR'S NOTE: Under this tender offer, the price to be paid per share was
set by "Dutch Auction," meaning the company pays only that amount per
share which is necessary, within the stated range, in order to secure the
number of shares tendered within the parameters established in the offer.
Once the price per share was determined, all stockholders are paid the same
amount for each share of stock sold.
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