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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
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)
------------------------
COPY TO:
NEALE M. ALBERT
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
------------------------
MARCH 12, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR
GIVEN TO SECURITY HOLDERS)
------------------------
________________________________________________________________________________
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated March 12, 1999 (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') and the related Letter of Transmittal
(which together constitute the 'Offer'). Copies of the Offer to Purchase and the
Letter of Transmittal are filed with the Securities and Exchange Commission as
Exhibits (a)(1) and (a)(2), 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 1. SECURITY AND ISSUER.
(b) On April 8, 1999, the Company issued a press release announcing that it
is extending the expiration date of the Offer to 5:00 p.m. on Thursday, April
22, 1999. A copy of the press release is filed as exhibit (a)(12) hereto and is
incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in 'Section 9. Certain Information
Concerning the Company' of the Supplement to the Offer to Purchase is
incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in 'Section 9. Certain Information Concerning
the Company' of the Supplement to the Offer to Purchase is incorporated herein
by reference.
ITEM 8. ADDITIONAL INFORMATION.
(d) On March 23, 1999, Norman Salsitz, allegedly a stockholder of the
Company, filed a complaint in the United States District Court for the Southern
District of New York against the Company, Nelson Peltz and Peter May. The
complaint purports to assert a claim for alleged violations of Section 14(e) of
the Securities Exchange Act of 1934 on behalf of all persons who held common
stock of the Company as of March 10, 1999. The complaint alleges that the
Schedule 13E-4 filed with the Securities and Exchange Commission in connection
with the Offer was materially false and misleading in that, among other things,
it failed to disclose alleged recent valuations of the Company, which the
complaint alleges show that the Offer price is unfair to the Company's
stockholders, and the reasons that Nelson Peltz's and Peter May's prior proposal
to acquire all of the outstanding shares of the Company's common stock that were
not owned by them or their affiliates for $18 per share, payable in cash and
securities (the 'Going Private Transaction') was terminated. The complaint seeks
damages in an amount to be determined, together with prejudgment interest, the
costs of suit, including attorneys' fees, and unspecified other relief.
On March 26, 1999, Kamran Malekan, Daniel Mannion, Jay Frechter, and Daniel
Piotrowski, allegedly stockholders of the Company, filed an amended complaint in
the Court of Chancery of the State of Delaware, New Castle County, against the
Company and its directors. The amended complaint purports to assert claims on
behalf of all persons who held common stock of the Company as of March 10, 1999
other than the defendants and persons or entities affiliated with them. The
amended complaint alleges that the defendants violated fiduciary duties owed to
the Company's stockholders by failing to disclose, in connection with the Offer,
that the Special Committee allegedly determined that the Going Private
Transaction was unfair. The amended complaint seeks an injunction enjoining
consummation of the Offer unless the alleged disclosure violations are cured and
requiring the Company to disclose the Special Committee's actions and
2
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views with respect to the Going Private Transaction, together with damages in an
unspecified amount.
The Company believes that both actions are without merit.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Form of Supplement to the Offer to Purchase dated April 8, 1999.
(a)(10) Form of letter from Wasserstein Perella & Co., Inc. to brokers,
dealers, commercial banks, trust companies and other nominees dated April 8,
1999.
(a)(11) Form of letter to stockholders from Nelson Peltz, Chairman and
Chief Executive Officer of the Company, and Peter W. May, President and Chief
Operating Officer of the Company, dated April 8, 1999.
(a)(12) Form of Press Release issued by the Company dated April 8, 1999.
(g)(1) Audited Consolidated Financial Statements of the Company for the
fiscal years ended January 3, 1999 and December 28, 1997 (incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1999).*
(g)(3) Unaudited Pro Forma Condensed Consolidated Statement of Operations
of the Company for the three months ended March 29, 1998 (incorporated by
reference to Amendment No. 1 to the Company's Registration Statement on Form S-3
dated May 22, 1998 (Registration No. 333-51877)).*
- ------------
* These Exhibits replace Exhibits (g)(1) and (g)(3) previously filed with the
Schedule 13E-4. Exhibits (g)(2) and (g)(4) previously filed with the Schedule
13E-4 are hereby deleted.
3
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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 8, 1999
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGES
- ----------- -------------------------------------------------------------------------------- --------------
<C> <S> <C>
(a)(9) Form of Supplement to the Offer to Purchase dated April 8, 1999.................
(a)(10) Form of letter from Wasserstein Perella & Co., Inc. to brokers, dealers,
commercial banks, trust companies and other nominees dated April 8, 1999........
(a)(11) Form of letter to stockholders from Nelson Peltz, Chairman and Chief Executive
Officer of the Company, and Peter W. May, President and Chief Operating Officer
of the Company, dated April 8, 1999.............................................
(a)(12) Form of Press Release issued by the Company dated April 8, 1999.................
(g)(1) Audited Consolidated Financial Statements of the Company for the fiscal years
ended January 3, 1999 and December 28, 1997 (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended January 3,
1999)*..........................................................................
(g)(3) Unaudited Pro Forma Condensed Consolidated Statement of Operations of the
Company for the three months ended March 29, 1998 (incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-3 dated May
22, 1998 (Registration No. 333-51877)).*........................................
</TABLE>
- ------------
* These Exhibits replace Exhibits (g)(1) and (g)(3) previously filed with the
Schedule 13E-4. Exhibits (g)(2) and (g)(4) previously filed with the Schedule
13E-4 are hereby deleted.
5
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SUPPLEMENT TO THE
OFFER TO PURCHASE FOR CASH
BY
TRIARC COMPANIES, INC.
OF
UP TO 5,500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $18.25 NOR LESS THAN $16.25 PER SHARE
THE OFFER HAS BEEN EXTENDED. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL NOW EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 22,
1999 UNLESS THE OFFER IS FURTHER EXTENDED.
Triarc Companies, Inc., a Delaware corporation (the 'Company'), has invited
its stockholders to tender shares of its Class A Common Stock, par value $.10
per share (the 'Class A Shares'), and shares of its Class B Common Stock, par
value $.10 per share (the 'Class B Shares' and together with the Class A Shares,
the 'Shares'), at prices not greater than $18.25 nor less than $16.25 per Share,
net to the seller in cash, as specified by such stockholders, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 12,
1999 (the 'Offer to Purchase'), this Supplement to the Offer to Purchase (the
'Supplement') and the related Letter of Transmittal (which, as amended from time
to time, together constitute the 'Offer').
--------------------
THE OFFER IS CONDITIONED UPON A MINIMUM OF 3,500,000 SHARES BEING VALIDLY
TENDERED AND NOT WITHDRAWN (WHICH CONDITION MAY BE WAIVED BY THE COMPANY IN ITS
SOLE DISCRETION). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
--------------------
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY OF HIS OR HER SHARES. EACH
STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES. THE COMPANY
HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY INTENDS TO
TENDER SHARES PURSUANT TO THE OFFER.
The Class A Shares are listed and traded on the New York Stock Exchange
(the 'NYSE') under the symbol 'TRY.' On March 9, 1999, the last full day of
trading prior to the announcement of the Offer, the closing price per Class A
Share on the NYSE Composite Tape was $15 7/8. On April 7, 1999, the last full
day of trading prior to the date of this Supplement, the closing price per
Class A Share was $17 5/8. STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET
QUOTATION FOR THE CLASS A SHARES.
--------------------
The Dealer Manager for the Offer is:
WASSERSTEIN PERELLA & CO., INC.
--------------------
The date of this Supplement is April 8, 1999.
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FORWARD-LOOKING STATEMENTS AND PROJECTIONS
The discussion set forth under 'Forward-Looking Statements and Projections'
of the Offer to Purchase is hereby amended and restated in its entirety as
follows:
Certain statements herein 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'. The safe harbor
for forward-looking statements provided by the Private Securities Litigation
Reform Act of 1995 is not available to statements made in connection with a
tender offer. Stockholders should be aware that any such forward-looking
statements are subject to risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company and its
subsidiaries to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, the following: competition, including
product and pricing pressures; success of operating initiatives; the ability to
attract and retain customers; development and operating costs; advertising and
promotional efforts; brand awareness; the existence or absence of adverse
publicity; market acceptance of new product offerings; new product and concept
development by competitors; changing trends in customer tastes; the success of
multi-branding; availability, location and terms of sites of restaurant
development by franchisees; the ability of franchisees to open new restaurants
in accordance with their development commitments; the performance by material
customers of their obligations under their purchase agreements; changes in
business strategy or development plans; quality of management; availability,
terms and development 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; the success of the Company
in identifying systems and programs that are not Year 2000 compliant; unexpected
costs associated with Year 2000 compliance or the business risk associated with
Year 2000 non-compliance by customers and/or suppliers; general economic,
business and political conditions in the countries and territories in which the
Company operates, including the ability to form successful strategic business
alliances with local participants; changes in, or failure to comply with,
government regulations; regional weather conditions; changes in wholesale
propane prices; the costs and other effects of legal and administrative
proceedings; the impact of general economic conditions on consumer spending; and
other risks and uncertainties referred to herein and the documents incorporated
by reference herein. The Company 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. In addition, it is the Company's policy generally not to
make any specific projections as to future earnings, and the Company does not
endorse any projections regarding future performance that may be made by third
parties.
2
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April 8, 1999
To the Holders of Class A Common Stock
and Class B Common Stock
of Triarc Companies, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated March 12, 1999 (the 'Offer to Purchase') of Triarc Companies, Inc., a
Delaware corporation (the 'Company'), pursuant to which the Company is offering
to purchase up to an aggregate of 5,500,000 shares of its Class A Common Stock,
par value $.10 per share (the 'Class A Shares') and its Class B Common Stock,
par value $.10 per share (the 'Class B Shares' and together with the Class A
Shares, the 'Shares'), at prices not greater than $18.25 nor less than $16.25
per Share in cash, as specified by such stockholders, upon the terms and subject
to the conditions set forth in the Offer to Purchase, this Supplement to the
Offer to Purchase (the 'Supplement') and the related Letter of Transmittal
(which, as amended from time to time, together constitute the 'Offer').
This Supplement should be read in conjunction with the Offer to Purchase.
This Supplement, among other things, sets forth certain additional information
and revises and restates in their entirety the discussions set forth under
'Certain Conditions of the Offer' in Section 6 of the Offer to Purchase, and
'Summary Unaudited Historical Consolidated Financial Information' and 'Summary
Unaudited Pro Forma Consolidated Financial Information' (and the related notes)
in section 9 of the Offer to Purchase. Except as set forth in this Supplement,
the terms and conditions previously set forth in the Offer to Purchase and the
Letter of Transmittal remain applicable in all respects to the Offer.
Capitalized terms used but not defined in this Supplement have the meanings
assigned to them in the Offer to Purchase.
THE OFFER IS CONDITIONED UPON A MINIMUM OF 3,500,000 SHARES BEING VALIDLY
TENDERED AND NOT WITHDRAWN (WHICH CONDITION MAY BE WAIVED BY THE COMPANY IN ITS
SOLE DISCRETION). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
3
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6. CERTAIN CONDITIONS OF THE OFFER
The discussion set forth in Section 6 of the Offer to Purchase is hereby
amended and restated in its entirety as follows:
The Offer is conditioned upon a minimum of 3,500,000 Shares being validly
tendered and not withdrawn at prices not greater than $18.25 nor less than
$16.25 (which condition may be waived by the Company in its sole discretion). In
addition, notwithstanding any other provision of the Offer, the Company shall
not be required to accept for payment, purchase or pay for any Shares tendered,
and may terminate or amend the Offer or may postpone the acceptance for payment
of, and payment for, Shares tendered (subject to the requirements of the
Exchange Act for prompt payment for or return of Shares) if at any time on or
after the date on which the Offer has commenced and on or prior to the
Expiration Date any of the following shall have occurred (or shall have been
determined by the Company in its reasonable judgment to have occurred) in any
such case and regardless of the circumstances giving rise thereto, makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment (including any action or omission to act by the Company):
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
which (i) challenges the making of the Offer, the acquisition of some or
all of the Shares pursuant to the Offer or otherwise relates in any manner
to the Offer; or (ii) in the Company's reasonable judgment, could
materially affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company and any of its subsidiaries or
materially impair the Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any court or any authority, agency or tribunal
which, in the Company's reasonable judgment, could directly or indirectly
(i) make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the Offer;
(ii) delay or restrict the ability of the Company, or render the Company
unable, to accept for payment or pay for some or all of the Shares; (iii)
materially impair the contemplated benefits of the Offer to the Company; or
(iv) materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries, taken
as a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the Company's reasonable judgment, could adversely affect,
the extension of credit by banks or other lending institutions in the
United States, (v) any significant decrease in the market price of the
Shares or any change in the general political, market, economic or
financial conditions in the United States or abroad that could, in the
reasonable judgment of the Company, have a material adverse effect on the
Company's business, operations or prospects or the trading in the Shares,
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof or
(vii) any decline in either the Dow Jones Industrial Average (9772.84 at
the close of business on March 10, 1999) or the Standard and Poor's Index
of 500 Industrial
4
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Companies (1286.84 at the close of business on March 10, 1999) by an amount
in excess of 10% measured from the close of business on March 10, 1999;
(d) any tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger, acquisition or other business
combination proposal for the Company, shall have been proposed, announced
or made by any person or entity;
(e) there shall have occurred any event or events that have resulted,
or may in the reasonable judgment of the Company result, in an actual or
threatened change that could have a material adverse effect on the
business, condition (financial or other), income, operations, stock
ownership or prospects of the Company and its subsidiaries, taken as a
whole;
(f)(i) any person, entity or 'group' (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the outstanding Shares (other than
a person, entity or group which had publicly disclosed such ownership in a
Schedule 13D or 13G (or an amendment thereto) on file with the Securities
and Exchange Commission (the 'Commission') prior to March 9, 1999), (ii)
any such person, entity or group which had filed a Schedule 13D or Schedule
13G prior to such date shall have acquired, or proposed to acquire,
beneficial ownership of an additional 2% or more of the outstanding Shares
(options for and other rights to acquire Shares which are so acquired or
proposed to be acquired being deemed for this purpose to be immediately
exercisable) or (iii) any person, entity, or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, or made a public announcement
reflecting an intent to acquire the Company or any of its subsidiaries or
any of their respective assets or securities other than in a transaction
authorized by the Board of Directors of the Company;
(g) the Offer would, if consummated, result in the delisting of the
Class A Shares from the NYSE; or
(h) the Offer would violate, or cause a breach or default under, the
terms of any agreement that the Company or any of its subsidiaries is a
party to.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time up until the Expiration Date of the Offer in its sole
discretion. The Company's failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right; the waiver of any such
right with respect to particular facts and circumstances shall not be deemed a
waiver with respect to any other facts or circumstances; and each such right
shall be deemed an ongoing right which may be asserted at any time and from time
to time. In certain circumstances, if the Company waives any of the foregoing
conditions, it may be required to extend the Expiration Date of the Offer. Any
determination by the Company concerning the events described above will be final
and binding on all parties.
9. CERTAIN INFORMATION CONCERNING THE COMPANY
The discussion set forth under 'Recent Developments' in Section 9 of the
Offer to Purchase is hereby amended and restated as follows:
RECENT DEVELOPMENTS
On October 12, 1998, Nelson Peltz, the Chairman and Chief Executive Officer
of the Company, and Peter W. May, the President and Chief Operating Officer of
the Company, made a proposal to acquire all of the outstanding Shares of the
Company that are not owned by them or their affiliates for $18 per Share,
payable in cash and securities. A special committee of the Board of Directors of
the Company was formed to evaluate Messrs. Peltz and May's proposal. No
negotiations were held between Peltz and May and the Special Committee. In
preliminary discussions, however, the Chairman of the Special Committee
indicated to Messrs. Peltz and May
5
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that he believed (based upon a preliminary going private analysis that the
Special Committee had received from its investment bankers) that in order for
Messrs. Peltz and May to take the Company private, the Special Committee would
seek an increase in the $18 per share proposal to a number in the low
mid twenties. In addition, several large shareholders of the Company had urged
Peltz and May to withdraw their going private proposal and suggested, instead,
that the Company should make a Dutch Auction tender offer. Accordingly, Messrs.
Peltz and May decided on March 10th to withdraw their going private proposal
because they believed that it was not in the best interests of the Company's
shareholders to continue the proposal at that time, and that decision was
announced by the Company.
On February 25, 1999, subsidiaries of the Company completed the sale of
$300 million principal amount of 10 1/4% senior subordinated notes due 2009,
pursuant to Rule 144A under the Securities Act of 1933, as amended, and
concurrently entered into a new $535 million senior secured credit facility. In
addition, on such date the Company's subsidiary RC/Arby's Corporation delivered
a notice of redemption to holders of its $275 million principal amount 9 3/4%
senior secured notes due 2000. These notes were redeemed on March 30, 1999.
On February 26, 1999, Snapple Beverage Corp., a subsidiary of the Company,
acquired Millrose Distributors, Inc. ('Millrose') for $17.25 million in cash,
subject to adjustment. Prior to the acquisition, Millrose was the largest
non-company owned distributor of Snapple'r' products and the second largest
distributor of Stewart's'r' products in the United States. Millrose's
distribution territory, which includes parts of New Jersey, is contiguous to
that of Mr. Natural, Inc., the existing Company-owned New York City and
Westchester County distributor. In 1998, Millrose had net sales of $39 million.
On January 29, 1999, the Company's subsidiary National Propane Corporation
('NPC'), the managing general partner of National Propane Partners, L.P. (the
'Partnership'), announced that it had eliminated the Partnership's quarterly
distribution to common unitholders.
On April 5, 1999, after having considered various strategic alternatives to
maximize the value of the Partnership, and after discussions with several third
parties regarding a possible sale of the Partnership, NPC signed a definitive
purchase agreement with Columbia Propane, L.P. The agreement provides for a
two-step transaction. In the first step, Columbia Propane, L.P. will commence a
tender offer to acquire (the 'Partnership Sale') all of the outstanding common
units of the Partnership for $12.00 in cash per common unit. In step two,
subject to the terms and conditions of the purchase agreement, Columbia Propane,
L.P. would acquire general partner interests and subordinated units of the
Partnership from subsidiaries of the Company in consideration of $2.1 million in
cash and the forgiveness of approximately $15.8 million of a $30.7 million note
owed by the Company to a subsidiary of the Partnership. As part of the second
step, the Partnership would merge into Columbia Propane, L.P., any remaining
common unitholders of the Partnership would receive, in cash, $12.00 per common
unit and the Company would repay the remainder of such $30.7 million note
(approximately $14.9 million). The Partnership Sale is subject to certain
conditions and there can be no assurance that it will be completed.
Since the Offer was made, several alleged stockholders of the Company have
instituted two lawsuits challenging the adequacy of the Company's disclosures
with respect to the Offer, and seeking, among other things, to enjoin the Offer
and to obtain damages on behalf of the Company's stockholders. The Company
believes both lawsuits are without merit. For further details, please see Item 8
in Amendment No. 1 to Schedule 13E-4.
The discussion set forth under 'Summary Unaudited Historical Consolidated
Financial Information,' 'Notes to Summary Unaudited Historical Consolidated
Financial Information,' 'Summary Unaudited Pro Forma Consolidated Financial
Information,' and 'Notes to Summary Unaudited Pro Forma Consolidated Financial
Information' in Section 9 of the Offer to Purchase is hereby amended and
restated in its entirety as follows:
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SUMMARY UNAUDITED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
Set forth below is certain summary unaudited historical consolidated
financial information of the Company and its subsidiaries which, other than the
ratio of earnings to fixed charges for the year ended January 3, 1999, was
derived from the audited consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended January 3, 1999 (the
'Form 10-K'). The historical ratio of earnings to fixed charges for the year
ended January 3, 1999 was derived from an unaudited statement of ratio of
earnings to fixed charges prepared by the Company. More comprehensive financial
information is included in the Form 10-K and the financial information which
follows is qualified in its entirety by reference to the Form 10-K and all of
the consolidated financial statements and related notes contained therein,
copies of which may be obtained as set forth in Section 17 'Miscellaneous.'
<TABLE>
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YEAR ENDED
----------------------------
DECEMBER 28, JANUARY 3,
1997 1999
------------ ------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA AND RATIO)
<S> <C> <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues........................................................................ $ 861,321 $ 815,036
Operating profit................................................................ 26,962(2) 81,842
Income (loss) from continuing operations........................................ (20,553)(2) 12,036(3)
Income before extraordinary items............................................... 165 14,636
Net income (loss)............................................................... (3,616)(2) 14,636(3)
Income (loss) per share:
Basic:
Continuing operations................................................. (.68) .40
Discontinued operations............................................... .69 .08
Extraordinary items................................................... (.13) --
Net income (loss)..................................................... (.12) .48
Diluted:
Continuing operations................................................. (.68) .38
Discontinued operations............................................... .69 .08
Extraordinary items................................................... (.13) --
Net income (loss)..................................................... (.12) .46
Weighted average common shares:
Basic...................................................................... 30,132 30,306
Diluted.................................................................... 30,132 31,527
Ratio of earnings to fixed charges (1).......................................... -- 1.4x
Deficiency of earnings to cover fixed charges (1)............................... (23,090) --
BALANCE SHEET INFORMATION (AT END OF PERIOD):
Working capital................................................................. 130,086 208,358
Total assets.................................................................... 1,004,873 1,019,892
Total assets less unamortized costs in excess of net assets of acquired
companies..................................................................... 725,648 751,456
Total indebtedness.............................................................. 618,612 708,959
Stockholders' equity............................................................ 43,988 10,914(4)
Book value per share............................................................ 1.39 .37
Common shares outstanding....................................................... 31,597 29,297
</TABLE>
7
<PAGE>
<PAGE>
NOTES TO SUMMARY UNAUDITED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(1) For purposes of calculating the ratio of earnings to fixed charges or the
deficiency of earnings to cover fixed charges, 'earnings' consists of income
(loss) from continuing operations before income taxes and minority interests
plus fixed charges. 'Fixed charges' consist of (i) interest on all
indebtedness, including amortization of deferred financing costs and
original issue discount relating to outstanding long-term debt and (ii) the
interest portion of rent expense, which is deemed for this purpose to be
approximately one-third of rent expense.
(2) Reflects certain significant charges and credits recorded during the year
ended December 28, 1997 as follows: $38,890,000 charged to operating profit
representing a $31,815,000 charge for acquisition related costs and
$7,075,000 of facilities relocation and corporate restructuring; $20,444,000
charged to loss from continuing operations representing the aforementioned
$38,890,000 charged to operating profit less $4,955,000 of gain on sale of
businesses, net and $13,491,000 of income tax benefit relating to the
aggregate of the above net charges; and $4,716,000 charged to net loss
representing the aforementioned $20,444,000 charged to loss from continuing
operations less $19,509,000 of gain on disposal of discontinued operations
and plus a $3,781,000 extraordinary charge from the early extinguishment of
debt.
(3) Reflects certain charges and credits recorded during the year ended January
3, 1999 as follows: $1,476,000 charged to income from continuing operations
representing a $9,298,000 charge for other than temporary unrealized losses
on investments, less $7,215,000 of gain on sale of businesses, net, less
$607,000 of income tax benefit relating to the aggregate of the above net
charges; and $1,124,000 credited to net income representing the
aforementioned $1,476,000 charged to income from continuing operations more
than offset by a $2,600,000 gain on disposal of discontinued operations.
(4) Reflects the purchase of 2,672,850 common shares for treasury at an
aggregate cost of $54,680,000.
8
<PAGE>
<PAGE>
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following summary unaudited pro forma consolidated financial
information has been prepared by adjusting the Summary Unaudited Historical
Consolidated Financial Information included elsewhere herein as of and for the
year ended January 3, 1999. The pro forma statement of operations information
gives effect to (i) first, the issuance on February 9, 1998 of $360,000,000
aggregate principal amount at maturity of the Company's zero coupon convertible
subordinated debentures due 2018 which resulted in proceeds to the Company of
$100,163,000 before placement fees and other related fees and expenses
aggregating $4,000,000 and the use of a portion of such proceeds to purchase
1,000,000 of the Company's Shares for treasury (collectively, the '1998
Offering,' as described in detail in the Form 10-K), (ii) second, the issuance
of $300,000,000 of 10 1/4% senior subordinated notes due 2009 (the 'Notes') and
the borrowing of $475,000,000 of term loans under a new credit facility (the
'New Credit Facility') on February 25, 1999 and the use of (a) $287,057,000 to
redeem the Company's 9 3/4% senior secured notes due 2000 (the '9 3/4% Senior
Notes') and pay the related redemption premium and accrued interest thereon,
(b) $285,836,000 to repay term loans and accrued interest thereon under a
previously existing credit facility, (c) $17,250,000 to acquire Millrose
Distributors, Inc. ('Millrose') and (d) approximately $28,000,000 to pay related
fees and expenses (collectively, the '1999 Refinancings') and (iii) third, the
assumed purchase pursuant to the Offer of 5,500,000 Shares at (a) a $16.25 price
per share and (b) an $18.25 price per share and payment in each case of
estimated related fees and expenses of $1,000,000. The pro forma balance sheet
information gives effect to (i) first, the 1999 Refinancings and (ii) second,
the Offer. The adjustments to the pro forma statement of operations information
were determined as if such transactions occurred on December 29, 1997. The
adjustments to the pro forma balance sheet information were determined as if
such transactions occurred on January 3, 1999. Such pro forma adjustments are
described in the accompanying Notes to Summary Unaudited Pro Forma Consolidated
Financial Information which should be read in conjunction with this pro forma
information.
The summary unaudited pro forma consolidated financial information should
be read in conjunction with the Summary Unaudited Historical Consolidated
Financial Information included elsewhere herein and the Company's consolidated
financial statements and notes thereto in the Form 10-K. The unaudited pro forma
consolidated financial information does not purport to be indicative of the
actual consolidated financial position or results of operations of the Company
had such transactions, as applicable, actually been consummated on January 3,
1999 or December 29, 1997 or of the future consolidated financial position or
results of operations of the Company.
The Offer is subject to certain conditions and there can be no assurance
the Offer will be consummated.
9
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 3, 1999
----------------------------------------------------------
PRO FORMA FOR THE 1998
PRO FORMA OFFERING, THE 1999
FOR THE 1998 REFINANCINGS
PRO FORMA OFFERING AND AND THE OFFER
FOR THE 1998 THE 1999 -------------------------
OFFERING REFINANCINGS AT $16.25 AT $18.25
------------ ------------ ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIO)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues........................................ $815,036 $ 827,589 $ 827,589 $ 827,589
Operating profit................................ 81,842 82,805 82,805 82,805
Income from continuing operations............... 11,472 255 255 255
Income before extraordinary items............... 14,072 2,855 2,855 2,855
Net income...................................... 14,072 2,855 2,855 2,855
Income per share:
Basic:
Continuing operations.................... .38 .01 .01 .01
Discontinued operations.................. .09 .09 .11 .11
Extraordinary items...................... -- -- -- --
Net income............................... .47 .10 .12 .12
Diluted:
Continuing operations.................... .37 .01 .01 .01
Discontinued operations.................. .08 .08 .10 .10
Extraordinary items...................... -- -- -- --
Net income............................... .45 .09 .11 .11
Weighted average common shares:
Basic...................................... 30,193 30,193 24,693 24,693
Diluted.................................... 31,414 31,414 25,914 25,914
Ratio of earnings to fixed charges.............. 1.4x 1.1x 1.1x 1.1x
</TABLE>
<TABLE>
<CAPTION>
JANUARY 3, 1999
------------------------------------------
PRO FORMA FOR THE 1999
REFINANCINGS
PRO FORMA AND THE OFFER
FOR THE 1999 -------------------------
REFINANCINGS AT $16.25 AT $18.25
------------ ---------- ----------
<S> <C> <C> <C>
BALANCE SHEET INFORMATION:
Working capital................................................ $ 372,867 $ 282,492 $ 271,492
Total assets................................................... 1,201,875 1,111,500 1,100,500
Total assets less unamortized costs in excess of net assets of
acquired companies........................................... 921,588 831,213 820,213
Total indebtedness............................................. 924,626 924,626 924,626
Stockholders' deficit.......................................... (2,281) (92,656) (103,656)
Book value (deficit) per share................................. (.08) (3.89) (4.36)
Common shares outstanding...................................... 29,297 23,797 23,797
</TABLE>
10
<PAGE>
<PAGE>
NOTES TO SUMMARY UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
The pro forma adjustments made to adjust historical consolidated statement
of operations information for (i) the 1998 Offering are described in detail in
the 'Unaudited Pro Forma Condensed Consolidated Financial Statements' section of
the Company's Amendment No. 1 to a Registration Statement on Form S-3 as filed
with the Securities and Exchange Commission ('SEC') on May 22, 1998 and (ii) the
1999 Refinancings and the Offer are described in the notes below.
THE 1999 REFINANCINGS
The pro forma adjustments made to adjust historical statement of operations
information for the year ended January 3, 1999 for the effect of the 1999
Refinancings were (in thousands):
(1) To reflect the results of operations of Millrose net of the elimination of
sales and cost of sales between the Company and Millrose as follows:
<TABLE>
<S> <C>
Revenues, net of intercompany sales elimination of $26,012................................... $12,553
Operating profit............................................................................. 806
Net income................................................................................... 727
</TABLE>
(2) To increase operating profit by $939 to reflect the estimated effect of (i)
the terminations of two employees of Millrose and (ii) the reductions in
salaries of three employees of Millrose (should such employees choose to
remain with the Company after the acquisition of Millrose). Such
terminations and reductions are in accordance with a signed agreement
between such employees and the Company.
(3) To reduce operating profit for amortization, on a preliminary basis, related
to the Millrose Acquisition as follows:
<TABLE>
<S> <C>
To record amortization of costs in excess of net assets of acquired companies of $11,851
resulting from the acquisition of Millrose over an estimated useful life of 15 years.......... $(790)
To reverse reported amortization of intangibles prior to the acquisition of Millrose............ 8
-----
$(782)
-----
-----
</TABLE>
(4) To adjust income from continuing operations before taxes for the effect of
the 1999 Refinancings on interest expense as follows:
<TABLE>
<S> <C>
To record interest expense on the Notes at 10 1/4%.......................................... $(30,750)
To record interest expense at a weighted average interest rate of 8.6% on the term loan
borrowings initially at $475,000 under the New Credit Facility (the 'Term Loans')......... (40,563)
To record amortization under the interest rate method on the estimated $28,000 of deferred
financing costs associated with the Notes and the New Credit Facility..................... (3,691)
To reverse reported interest expense on the 9 3/4% Senior Notes and the term loans under the
previous credit agreement................................................................. 52,884
To reverse reported amortization of deferred financing costs associated with the 9 3/4%
Senior Notes and the previous credit agreement............................................ 4,490
--------
$(17,630)
--------
--------
</TABLE>
If the assumed weighted average interest rate on the term loan borrowings
under the New Credit Facility changed by .25%, the pro forma interest expense
would change by $1,181.
11
<PAGE>
<PAGE>
NOTES TO SUMMARY UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
(5) To adjust income from continuing operations for the income tax effect of the
above pro forma adjustments (1) through (4) relating to the 1999
Refinancings:
<TABLE>
<S> <C>
To reflect the income tax benefit related to the interest expense on the Notes and Term
Loans at the weighted average incremental Federal and state income tax rate of 37.1%,
based on the expected allocation of such new debt by entity............................... $ 27,826
To reverse the income tax benefit related to the reported interest expense for the weighted
average incremental Federal and state income tax rate of 37.6% based on the entities to
which such interest related............................................................... (21,575)
To reflect an income tax provision on Millrose's pretax income at Millrose's incremental
Federal and state incremental income tax rate of 40.9% and reverse an existing income tax
benefit of $69. Such provision is not reflected in Millrose's 1998 reported results of
operations due to its then Subchapter S status............................................ (445)
To reflect the income tax provision on the net increase in pretax income for the increase in
pretax income from pro forma adjustment (2) less the decrease in pretax income from the
effect of the intercompany eliminations in pro forma adjustment (1), both at Millrose's
incremental Federal and state income tax rate of 40.9%.................................... (277)
--------
$ 5,529
--------
--------
</TABLE>
The pro forma adjustments made to adjust historical balance sheet
information as of January 3, 1999 for the effect of the 1999 Refinancings were
(in thousands):
(1) To reflect aggregate net proceeds of $747,000 from the issuance of the Notes
($300,000 including $20,000 to affiliates of the Company) and borrowings of
the term loans under the New Credit Facility ($475,000 including current
portion of $6,550), less the payment of estimated deferred financing costs
($28,000).
(2) To reflect aggregate debt repayments and related accrued interest of
$573,024 consisting of (i) the repayment of amounts due under the previous
credit agreement consisting of principal of $284,333 (including current
portion of $4,912) and accrued interest of $2,231 and (ii) the early
extinguishment of the 9 3/4% Senior Notes consisting of principal of
$275,000 and accrued interest of $11,460.
(3) To reflect the acquisition of Millrose for a purchase price of $17,250
allocated in accordance with the purchase method of accounting, on a
preliminary basis, as follows:
<TABLE>
<S> <C>
Working capital.............................................................................. $ 3,886
Total assets................................................................................. 17,882
Total assets less unamortized costs in excess of net assets of acquired companies............ 6,031
</TABLE>
(4) To reflect (i) the payment of the $7,662 redemption premium on the 9 3/4%
Senior Notes, (ii) the write-off of $12,238 of previously unamortized
deferred financing costs relating to the refinanced debt, (iii) the
write-off of $159 of previously unamortized interest rate cap agreement
costs and (iv) the related income tax benefit of $7,358.
(5) To reflect the elimination of balances between the Company's receivables and
Millrose's accounts payable of $72.
(6) To reflect an adjustment of $494 to reduce inventories for the profit in
inventories from sales by the Company to Millrose.
12
<PAGE>
<PAGE>
NOTES TO SUMMARY UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION -- (CONTINUED)
THE OFFER
The pro forma effect of the Offer on the historical statement of operations
information was limited to adjusting the historical basic and diluted income per
share to reflect the reduction in the weighted average number of basic and
diluted shares for the 5,500,000 Shares assumed to be repurchased pursuant to
the Offer. No pro forma adjustment to interest expense or income is required
since the cash required to consummate the Offer is available from the excess
proceeds from the 1999 Refinancings for which no interest income had been
assumed in the pro forma adjustments for the 1999 Refinancings.
The pro forma effect of the Offer on the historical balance sheet
information was to adjust cash and stockholders' deficit for the aggregate costs
to repurchase the maximum 5,500,000 Shares pursuant to the Offer ($90,375,000
based on the minimum per share price of $16.25 and $101,375,000 based on the
maximum per share price of $18.25), each including an estimated $1,000,000 of
related fees and expenses. The Offer is subject to a minimum purchase of
3,500,000 shares, subject to waiver by the Company in its sole discretion. The
book value (deficit) per share for both periods was adjusted for the 5,500,000
Shares assumed to be repurchased pursuant to the Offer.
For purposes of calculating the pro forma ratio of earnings to fixed
charges, 'earnings' consists of pro forma income from continuing operations
before income taxes plus fixed charges. 'Fixed charges' consist of (i) pro forma
interest on all indebtedness, including amortization of deferred financing costs
and original issue discount relating to pro forma long-term debt and (ii) the
interest portion of rent expense, which is deemed for this purpose to be
approximately one-third of rent expense.
13
<PAGE>
<PAGE>
17. MISCELLANEOUS
The discussion set forth in the first paragraph of Section 17 of the Offer
to Purchase is hereby amended and restated in its entirety as follows:
The Company's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999 has been filed with the Commission.
The Company's Current Reports on Form 8-K filed on February 3,
1999, February 4, 1999, February 26, 1999, March 11, 1999, and
April 1, 1999 have also been filed with the Commission. Copies
of such documents may be obtained from Triarc Companies, Inc.;
280 Park Avenue, New York, New York 10017, Attention: Investor
Relations; Telephone: (212) 451-3000, or from the Company's web
site at http://www.triarc.com.
The Offer is not being made to, nor will the Company accept tenders from or
on behalf of, holders of Shares in any state of the United States or any foreign
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such state or foreign jurisdiction. The
Company is not aware of any state or foreign jurisdiction the laws of which
would prohibit the Offer or such acceptance. If the Company becomes aware of any
jurisdiction where the making of the Offer or the tender of Shares is not in
compliance with any applicable law, the Company will make a good faith effort to
comply with such law. If, after such good faith effort, the Company cannot
comply with such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares residing in such
jurisdiction. In those states or foreign jurisdictions where securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Company by Wasserstein
Perella & Co., Inc. or one or more registered brokers or dealers licensed under
the laws of such jurisdictions.
TRIARC COMPANIES, INC.
April 8, 1999
14
<PAGE>
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for the Shares and any
other required documents should be sent to or delivered by each stockholder or
such stockholder's brokers, dealer, commercial bank, trust company or other
nominee to the Depositary at its address set forth below.
The Depositary for the Offer is:
HARRIS TRUST AND SAVINGS BANK
<TABLE>
<S> <C> <C>
By Mail Facsimile Transmission By Hand or Overnight Delivery
Harris Trust and Savings Bank (212) 701-7636 Harris Trust and Savings Bank
c/o Harris Trust Company of New York c/o Harris Trust Company of New York
Wall Street Station Confirm Receipt of Facsimile Receive Window
P.O. Box 1010 by Telephone Wall Street Plaza
New York, New York 10268-1010 (212) 701-7624 88 Pine Street, 19th Floor
New York, New York 10005
</TABLE>
Please contact the Information Agent at the telephone numbers and address
below with any questions or requests for assistance or additional copies of the
Offer to Purchase, the Supplement, the Letter of Transmittal and Notice of
Guaranteed Delivery.
The Information Agent for the Offer is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
(212) 440-9800 (Call Collect)
or
CALL TOLL-FREE (800) 223-2064
The Dealer Manager for the Offer is:
WASSERSTEIN PERELLA & CO., INC.
31 West 52nd Street
New York, New York 10019
(212) 969-2700
<PAGE>
<PAGE>
TRIARC COMPANIES, INC.
SUPPLEMENT TO THE
OFFER TO PURCHASE FOR CASH
UP TO 5,500,000 SHARES OF ITS COMMON STOCK
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL NOW EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 22, 1999,
UNLESS THE OFFER IS FURTHER EXTENDED.
To Brokers, Dealers, Commercial April 8, 1999
Banks, Trust Companies and
Other Nominees:
In our capacity as Dealer Manager, we are enclosing the material listed
below relating to the offer by Triarc Companies, Inc., a Delaware corporation
(the 'Company'), to purchase up to 5,500,000 shares of its Common Stock
(hereinafter referred to as the 'Shares'), at prices not greater than $18.25 nor
less than $16.25 per Share, net to the seller in cash, as specified by such
stockholders, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated March 12, 1999 (the 'Offer to Purchase'), as
supplemented and amended by the Supplement to the Offer to Purchase dated April
8, 1999 (the 'Supplement') and the related Letter of Transmittal (which, as
amended from time to time, together constitute the 'Offer').
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Supplement to the Offer to Purchase; and
2. A letter dated April 8, 1999 from Nelson Peltz, Chairman and Chief
Executive Officer of the Company, and Peter W. May, President and Chief
Operating Officer of the Company, to stockholders of the Company.
The Company is not distributing new Letters of Transmittal or ancillary
documents with the enclosed Supplement. Stockholders who wish to tender Shares
should use the Letter of Transmittal (and, if applicable, the Notice of
Guaranteed Delivery) mailed to them with the Offer to Purchase.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER HAS BEEN EXTENDED. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL NOW EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 22,
1999, UNLESS THE OFFER IS FURTHER EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the fee of the Dealer Manager as described in the Offer to Purchase). The
Company will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and customary handling and mailing expenses
incurred by them in forwarding materials relating to the Offer to their
customers. The Company will pay all stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, subject to Instruction 7 of the Letter
of Transmittal.
<PAGE>
<PAGE>
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials or materials previously
mailed to you may be obtained from, the Information Agent or the undersigned at
the addresses and telephone numbers set forth on the back cover of the Offer to
Purchase.
Very truly yours,
WASSERSTEIN PERELLA & CO., INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
<PAGE>
TRIARC COMPANIES, INC.
280 Park Avenue
New York, New York 10017
April 8, 1999
To Our Stockholders:
Enclosed is a Supplement to the Offer to Purchase (the 'Supplement') by
Triarc Companies, Inc. (the 'Company') which amends and supplements certain of
the information contained in the Company's Offer to Purchase dated March 12,
1999 (the 'Offer to Purchase') relating to the Company's offer to purchase up to
5,500,000 shares of its Common Stock from its stockholders at prices not greater
than $18.25 nor less than $16.25 per share (the 'Offer').
The information in the enclosed Supplement should be read in conjunction
with the Offer to Purchase and Letter of Transmittal. We encourage you to read
these materials carefully before making any decision with respect to the Offer.
The Company is not distributing new Letters of Transmittal or ancillary
documents with the enclosed Supplement. If you wish to tender shares, you should
use the Letter of Transmittal (and, if applicable, the Notice of Guaranteed
Delivery) mailed to you with the Offer to Purchase. If you need any additional
copies of any of these materials, please contact the Information Agent for the
Offer, Georgeson & Company, Inc. at (212) 440-9800.
Please note that the Offer has been extended. The Offer, proration period
and withdrawal rights will now expire at 5:00 p.m., New York City time, on
Thursday, April 22, 1999, unless the Offer is further extended. The extension is
intended to provide you with more time to review the enclosed Supplement which
includes, among other things, the Company's full year 1998 results. Any
questions or requests for assistance may be directed to the Information Agent or
the Dealer Manager at their respective addresses or telephone numbers set forth
in the Supplement.
Very truly yours,
/S/ NELSON PELTZ /S/ PETER W. MAY
NELSON PELTZ PETER W. MAY
Chairman and Chief Executive Officer President and Chief Operating Officer
<PAGE>
<PAGE>
[TRIARC LETTERHEAD] FOR IMMEDIATE RELEASE
CONTACT: ANNE A. TARBELL
TRIARC COMPANIES, INC.
212/451-3030
WWW.TRIARC.COM
TRIARC EXTENDS EXPIRATION DATE OF SELF-TENDER
TO APRIL 22, 1999
NEW YORK, NY, APRIL 8, 1999 - Triarc Companies, Inc. (NYSE: TRY) announced today
that it is extending the expiration, proration period and withdrawal rights of
its "Dutch Auction" tender offer for up to 5.5 million shares of the company's
common stock at a price of not less than $16 1/4 and not more than $18 1/4 per
share to 5:00 P.M., New York City time on Thursday, April 22, 1999. The
self-tender was originally scheduled to expire on Tuesday, April 13, 1999.
The extension is intended to provide Triarc shareholders more time to review
supplemental materials to be filed with the Securities and Exchange Commission
today and mailed to shareholders beginning on or about April 9, which include,
among other things, the company's full year 1998 results.
The company reiterated that neither the company nor its Board of Directors makes
any recommendation to stockholders to tender shares of common stock. The company
has been advised that no directors or executive officers of the company intend
to tender shares pursuant to the offer.
<PAGE>
<PAGE>
The tender offer is subject to various terms and conditions described in
offering materials which were mailed on or about March 12, 1999 to Triarc
shareholders of record as of March 10, 1999. The tender offer is conditioned on
3,500,000 shares of common stock being validly tendered and not withdrawn (which
condition can be waived by the company in its sole discretion).
Wasserstein Perella & Co., Inc. is acting as Dealer Manager for the offer and
Georgeson & Company Inc. is serving as Information Agent. Questions or requests
for assistance or for copies of the Offer to Purchase may be directed to either
the Dealer Manager or Information Agent at their respective addresses and
telephone numbers listed below.
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').
<TABLE>
<S> <C>
DEALER MANAGER: INFORMATION AGENT:
Wasserstein Perella & Co., Inc. Georgeson & Company Inc.
31 West 52nd Street Wall Street Plaza
New York, NY 10019 New York, NY 10005
(212) 969-2700 (800) 223-2064
EDITOR'S NOTE: Under this tender offer, the price to be paid per share will be
set by "Dutch Auction," meaning the company will pay only that amount per share
which is necessary, within the stated range, in order to secure the needed
number of shares to complete the offer. Once the price per share is determined,
all shareholders will be paid the same amount for each share of stock sold.
<PAGE>
</TABLE>
