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 11, 1999
TRIARC COMPANIES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
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(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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Item 5. Other Events.
On December 11, 1999, Snapple Beverage Corp., a subsidiary of Triarc
Companies, Inc., signed a letter of intent to acquire Snapple Distributors of
Long Island, Inc. for a cash purchase price of $16.8 million, subject to certain
post-closing adjustments. Snapple also agreed to pay $2.0 million over a ten
year period in consideration for a three-year non-compete agreement by the
sellers. The acquisition is expected to close in early 2000 and is subject to
customary closing conditions, including the execution of definitive
documentation, the satisfactory completion of due diligence and the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. Accordingly, we can not assure you that the purchase of Long Island
Snapple will be completed or, if completed, that Long Island Snapple will be
successfully integrated with the operations of Snapple and its subsidiaries.
Long Island Snapple is the largest non-company owned distributor of
Snapple products and a major distributor of Stewart's products. With a
distribution territory including Nassau and Suffolk counties, Long Island
Snapple had net sales of approximately $28 million in 1998.
A copy of the letter of intent and a press release relating to the
foregoing transaction are being filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Letter of intent dated December 11, 1999 among Snapple
Distributors of Long Island, Inc., the shareholders of
Snapple Distributors of Long Island, Inc. and Snapple
Beverage Corp.
99.1 Press Release dated December 13, 1999.
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
and General Counsel
Dated: December 14, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page No.
10.1 -- Letter of intent dated December 11, 1999
among Snapple Distributors of Long Island,
Inc., the shareholders of Snapple Distributors
of Long Island, Inc. and Snapple Beverage Corp.
99.1 -- Press Release dated December 13, 1999
<PAGE>
EXHIBIT 10.1
December 11, 1999
Snapple Distributors of Long Island, Inc.
120 Adams Blvd.
Farmingdale, NY 11735-6614
Attn: Mr. Gilbert Kaplan
Dear Mr. Kaplan:
This confirms our recent discussions as follows:
A. The Proposed Transaction. It is the current intention of the
Shareholders of Snapple Distributors of Long Island Inc. ("SDLI"), on the one
hand, and Snapple Beverage Corp. or one of its affiliates (collectively
"Snapple"), on the other hand, to enter into a transaction (the "Transaction")
whereby Snapple will purchase for $16.8 million in cash, subject to negotiated
purchase price adjustments (the "Purchase Price"), all of the issued and
outstanding capital stock of SDLI. Snapple will also, as a part of the
Transaction, pay to certain Shareholders of SDLI, over a ten (10) year period,
the aggregate amount of $2 million (without interest), in consideration for
their agreement not to compete directly or indirectly with SDLI for a period of
three (3) years following the closing of the Transaction (the "Closing"). The
Transaction is expressly subject to the satisfaction of customary terms and
conditions, including without limitation:
1. A legal, financial and operations due diligence
investigation satisfactory to Snapple in its sole discretion;
2. Approval of the Transaction by all current entities which
have granted product distribution rights to SDLI, to the extent such approvals
are required by written distribution agreements or otherwise;
3. Approval of the Transaction by the Board of Directors of
Snapple and Triarc Companies, Inc. and by the Board of Directors and
Shareholders of SDLI;
4. The negotiation and execution by Snapple and the
Shareholders of SDLI of a definitive Stock Purchase Agreement (the "Definitive
Agreement") which will contain provisions, covenants, representations,
warranties, closing conditions and indemnities customary in transactions of this
nature; and
<PAGE>
5. The expiration of the applicable waiting period under the
Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and the absence of third party injunctions.
B. HSR Act Filing. As soon as practicable after the date hereof,
Snapple or one of its affiliates and the Shareholders of SDLI, to the extent
required by law, shall file or cause to be filed notification and report forms
in compliance with the HSR Act, and each of the parties hereto shall fully
cooperate in making any such filings promptly.
C. Preparation of the Definitive Agreement. Following execution of this
Letter of Intent, the parties will instruct their respective attorneys to
continue drafting and negotiating the Definitive Agreement, it being understood
that Snapple has already provided to SDLI an initial draft of the same and that
the Shareholders of SDLI and their representatives have commented thereon.
Snapple and the Shareholders of SDLI mutually agree to work in good faith to
negotiate and execute a mutually acceptable Definitive Agreement as soon as
practicable following the date hereof, and, subject to (x) the termination of
the applicable waiting period under the HSR Act and (y) the satisfaction of
other conditions precedent contained in the Definitive Agreement, consummate the
transaction as soon as practicable thereafter. Promptly following the execution
and delivery of this Letter of Intent and until the termination of this Letter
of Intent (as provided in paragraph H below), SDLI will provide, upon reasonable
prior written notice, Snapple and its affiliates and their respective officers,
directors, employees, agents, counsel, accountants, financial advisors,
consultants and other representatives (collectively the "Representatives") with
reasonable access, at reasonable times, to all officers, key employees and
accountants of SDLI and to its assets, properties, contracts, books and records
and all such other information and data concerning the business and operations
of SDLI as Snapple or any of such Representatives [or other persons] may
reasonably request in connection with such investigation; provided, that such
access shall not unreasonably interfere with the business and operations of
SDLI.
D. Announcements. SDLI and the Shareholders of SDLI understand and
acknowledge that Snapple and/or its affiliates may make a public announcement of
the proposed transaction immediately following the execution of this Letter of
Intent, that Snapple and its affiliates and their representatives may disclose
details regarding the proposed transaction to potential financing sources, and
that Snapple and/or its affiliates intends to file this Letter of Intent with
the United States Securities and Exchange Commission; provided that prior to
making any public announcement relating to the Transaction, Snapple and/or its
affiliates and their representatives shall have provided a copy of any proposed
press release or announcement to SDLI and shall have received the prior consent
of SDLI with respect thereto, which consent shall not be unreasonably withheld
or delayed. Notwithstanding the foregoing, receipt of the prior consent of SDLI
shall not be required in connection with any filings required to be made by
Snapple and/or its affiliates with the United States Securities and Exchange
Commission. Each of the parties hereto acknowledge that this Letter of Intent
shall be included with (x) the respective filings contemplated by Paragraph B
and (y) certain public filings made by affiliates of Snapple. SDLI and/or its
Shareholders shall not make any public disclosure or announcement regarding the
<PAGE>
transactions contemplated by this Letter of Intent (other than such
disclosures to the employees of SDLI as SDLI deems reasonably necessary) without
the prior written consent of Snapple, which consent shall not be unreasonably
withheld or delayed.
E. No Solicitation Period. In consideration of the substantial
expenditure of time, effort and expense to be undertaken by Snapple and its
representatives upon execution and delivery of this Letter of Intent, SDLI and
the Shareholders of SDLI hereby agree that, until the termination of this Letter
of Intent (as provided in paragraph H below), neither SDLI nor its respective
shareholders, officers, directors or employees or any investment banker,
attorney or accountant or other representative retained by SDLI shall solicit,
encourage the solicitation of, or enter into, negotiations of any type, directly
or indirectly, or enter into a letter of intent or purchase agreement, merger
agreement or other similar agreement with any person, firm or corporation, other
than Snapple, with respect to a merger, consolidation, business combination,
sale of all or any substantial part of the capital stock or assets of SDLI,
liquidation or similar extraordinary transaction with respect to SDLI, nor shall
SDLI or any such persons furnish or cause to be furnished any information
regarding SDLI to any person that is considering any such transaction involving
SDLI. If SDLI or any of its representatives receives an offer, inquiry or
informational request from any such person, SDLI will promptly advise such
person in writing of the provisions of this paragraph and shall provide a copy
of such notice to Snapple.
F. No Agreement. This Letter of Intent is intended to evidence the
current intentions of the parties with respect to the Transaction as reflected
in discussions between the parties hereto to date, and it is expressly
understood and agreed that (a) this Letter of Intent is not intended to, and
does not, constitute an agreement to consummate the Transaction or to enter into
the Definitive Agreement and (b) the parties hereto have no rights or
obligations of any kind whatsoever relating to the Transaction by virtue of (i)
this Letter of Intent; (ii) any past, present or future approvals by or conduct
of the management or board of directors of Snapple or SDLI (or any affiliate
thereof), as the case may be; (iii) any other past, present or future written or
oral indications or assent, or indications of results of negotiations or
agreement to some or all matters then under discussion; or (iv) any other
written or oral expression by the parties hereto or their respective
representatives unless and until the Definitive Agreement is executed and
delivered; provided, however, that the respective provisions and obligations of
Snapple, SDLI and the Shareholders of SDLI contained in this paragraph and
paragraphs B, C, D, E, G, H, I, J and K will be binding upon Snapple, SDLI and
the Shareholders of SDLI, as the case may be, when each has signed a copy of
this Letter of Intent in the manner provided below.
G. Representations and Warranties. Each of the parties hereto hereby
represents and warrants that, except to the extent expressly set forth herein,
it is free to enter into this Letter of Intent and to consummate the
transactions contemplated hereby and that such party has neither breached nor
been induced by any other party hereto to breach any agreement or understanding
with or obligation to any third party in respect of any transaction of a nature
described in Paragraph E above.
<PAGE>
H. Termination. The provisions of this Letter of Intent, other than
those set forth in paragraphs F and I, will terminate on the earlier to occur of
(x) the execution of the Definitive Agreement and (y) January 31, 2000.
I. Fees. Except as expressly set forth herein, whether or not the
transactions contemplated hereby are consummated, each of Snapple, on the one
hand, and SDLI and the Shareholders of SDLI, on the other hand shall pay its and
their own respective costs and expenses (including, without limitation,
brokers', legal, investment banking and other financial advisory fees) incurred
in connection with the preparation and negotiation of this Letter of Intent and
the Definitive Agreement.
J. Entire Agreement. This Letter of Intent sets forth the entire
understanding and agreement of the parties hereto and their affiliates with
regard to the subject matter of this Letter of Intent and supersedes all prior
and contemporaneous agreements, arrangements or understandings relating thereto.
K. Miscellaneous. This Letter of Intent (a) may be modified or amended
only by a written agreement executed and delivered by each of the parties
hereto, (b) may be executed in one or more counterparts, each such counterpart
being deemed an original instrument and all such counterparts together
constituting the same agreement, and (c) shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements to
be performed entirely within such State.
<PAGE>
If the foregoing correctly sets forth our agreement, please so indicate
in the space provided below and return one signed copy of this Letter of Intent
to the undersigned at the address set forth above via fax and courier.
Sincerely yours,
SNAPPLE BEVERAGE CORP.
By: RICHARD B. ALLEN
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Name: Richard B. Allen
Title: Senior Vice President
SNAPPLE DISTRIBUTORS OF
LONG ISLAND, INC.
By: GILBERT KAPLAN
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Name: Gilbert Kaplan
Title: President
SHAREHOLDERS OF SNAPPLE
DISTRIBUTORS OF LONG ISLAND,
INC.
By: GILBERT KAPLAN
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Gilbert Kaplan
By: MARILYN KAPLAN
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Marilyn Kaplan
By: ROBIN KAPLAN-GOLDSTEIN
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Robin Kaplan-Goldstein
<PAGE>
By: IRENE GRAULICH
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Irene Graulich
Gilbert Kaplan 12/30/93 Trust
By: MARILYN KAPLAN
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Name: Marilyn Kaplan
Trustee
Gilbert Kaplan 12/31/93 Trust
By: MARILYN KAPLAN
------------------------------
Name: Marilyn Kaplan
Trustee
<PAGE>
EXHIBIT 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
Triarc Companies, Inc.
212/451-3030
www.triarc.com
TRIARC BEVERAGE GROUP TO ACQUIRE SNAPPLE DISTRIBUTORS OF
LONG ISLAND
New York, NY, December 13, 1999 - Triarc Companies, Inc. (NYSE: TRY) announced
today that its subsidiary Snapple Beverage Corp., has signed a letter of intent
to acquire Snapple Distributors of Long Island, Inc. (Long Island Snapple) for a
cash purchase price of $16.8 million, plus certain other consideration. The
acquisition is expected to close in early 2000 and is subject to customary
closing conditions, including the execution of definitive documentation, the
satisfactory completion of due diligence and the expiration of the waiting
period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976.
Long Island Snapple is the largest non-company owned distributor of
Snapple(R) products and a major distributor of Stewart's(R) products. With a
distribution territory including Nassau and Suffolk counties, Long Island
Snapple had net sales of approximately $28 million in 1998.
Commenting on the transaction, Michael Weinstein, Chief Executive
Officer of the Triarc Beverage Group said: "As with our recently completed
acquisition of Millrose Distributors, we believe this transaction will enhance
our ability to serve key retail customers while providing financial benefits to
Triarc. We have watched the Kaplan family build Long Island Snapple over the
last 20 years into a highly successful distribution operation. Throughout this
time, we have enjoyed an excellent relationship with Gill Kaplan and his team.
We look forward to rapidly integrating their operations into Mr. Natural and
Millrose, our company-owned New York City, Westchester County and northern New
Jersey distributors."
<PAGE>
Weinstein added: "To further enhance our leadership in the premium
beverage segment, Triarc Beverage Group will continue to evaluate opportunities
to strengthen our distribution network, particularly in regions which are
contiguous to our company-owned operations. Following the acquisition of
Long Island Snapple, company-owned operations will account for approximately
22% of our premium beverage volume."
Triarc is a branded consumer products company in beverages (Snapple,
Mistic(R), Stewart's and Royal Crown(R)) and restaurants (Arby's(R), T.J.
Cinnamons(R) and Pasta Connection(TM)).
# # #
Note Follows
<PAGE>
NOTE
There can be no assurance that the proposed acquisition of Long Island
Snapple will be completed, or, if completed, that Long Island Snapple will be
successfully integrated with the operations of Triarc and its subsidiaries,
including Mr. Natural, Inc. and Millrose Distributors, Inc. In addition, there
can be no assurance that Triarc will be able to identify and effect any other
acquisitions or business combinations or, if completed, that any such
acquisitions or business combinations will be successfully integrated with the
operations of Triarc and its subsidiaries.
<PAGE>
