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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 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 and Class B
Common Stock, par value $.10 per share, of the Company (collectively, 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:
The Offer expired at 5:00 p.m., New York City time, on Thursday,
April 22, 1999. On April 23, 1999, the Company announced that, based upon a
preliminary count by Harris Trust and Savings Bank, the depositary for the
Offer, the Company expects to purchase 3,807,708 Shares at $18.25 per
share, which represents all Shares tendered at $18.25 and below. The
determination of the actual number of Shares to be purchased is subject to
final confirmation and the proper delivery of all of the Shares tendered
and not properly withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure set forth in the Offer. It is expected that
payment for Shares accepted in the Offer will occur as soon as practicable
after determination of the final number of Shares properly tendered and not
withdrawn. Prior to the offer, the Company had 29,317,091 Shares of common
stock outstanding. Assuming the Company's purchases are as expected, the
3,807,708 Shares to be purchased represent approximately 13% of the
Company's Shares outstanding immediately prior to the Offer. After
purchasing the Shares, the Company will have 25,509,383 Shares of common
stock outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Press Release issued by the Company dated April 23, 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 26, 1999
3
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(a)(13) Press Release issued by the Company dated April 23, 1999........................
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STATEMENT OF DIFFERENCES
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The registered trademark symbol shall be expressed as....................... 'r'
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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 PRELIMINARY RESULTS OF SELF-TENDER OFFER
3.8 MILLION SHARES TO BE PURCHASED AT $18.25
FUTURE STOCK REPURCHASES UNDER REVIEW
NEW YORK, NY, APRIL 23, 1999 -- Triarc Companies, Inc. (NYSE: TRY) announced
today the preliminary results of its "Dutch Auction" self-tender offer 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. The offer expired at 5:00 p.m., New
York City time on Thursday, April 22, 1999.
Based upon a preliminary count by Harris Trust and Savings Bank, the Depositary
for the offer, Triarc expects to purchase 3,807,708 shares at $18.25 per share,
which represents all shares tendered at $18.25 and below.
The determination of the actual number of shares to be purchased is subject to
final confirmation and the proper delivery of all of the shares tendered and not
properly withdrawn, including shares tendered pursuant to the guaranteed
delivery procedure set forth in the offer. It is expected that payment for
shares accepted in the offer will occur as soon as practicable after
determination of the final number of shares properly tendered and not withdrawn.
Prior to the offer, Triarc had 29,317,091 shares of common stock outstanding.
Assuming the company's purchases are as expected, the 3,807,708 shares to be
purchased represent approximately 13% of the company's shares outstanding
immediately prior to the offer. After purchasing the shares, the company will
have 25,509,383 shares of common stock outstanding.
Triarc also announced that it 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'r') 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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