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 23, 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 23, 1999, Triarc Companies, Inc. announced that the
registration statement on Form S-4, relating to Triarc Consumer Products Group,
LLC's and Triarc Beverage Holdings Corp.'s $300 million of 10 1/4% senior
subordinated notes due 2009 (the "Exchange Notes"), has been declared effective
by the Securities and Exchange Commission.
In February 1999, Triarc Consumer Products Group, LLC and Triarc
Beverage Holdings Corp., subsidiaries of Triarc, sold $300 million of their 10
1/4% senior subordinated notes due 2009 in a private placement pursuant to Rule
144A of the Securities Act of 1933, as amended (the "Initial Notes"). The
registration statement was filed to permit holders of Initial Notes to exchange
Initial Notes for Exchange Notes.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such state.
A copy of a press release relating to the foregoing is filed as an
exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release dated December 23, 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
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Executive Vice President
and General Counsel
Dated: December 23, 1999
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EXHIBIT INDEX
Exhibit
No. Description Page No.
99.1 -- Press Release dated December 23, 1999
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EXHIBIT 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
Triarc Companies, Inc.
212/451-3030
www.triarc.com
REGISTRATION STATEMENT OF TRIARC SUBSIDIARIES DECLARED
EFFECTIVE
Exchange offer to expire January 26, 2000
New York, NY, December 23, 1999 - Triarc Companies, Inc. (NYSE: TRY) announced
today that the registration statement on Form S-4, relating to Triarc Consumer
Products Group, LLC's and Triarc Beverage Holdings Corp.'s $300 million of 10
1/4% senior subordinated notes due 2009 (the "Exchange Notes"), has been
declared effective by the Securities and Exchange Commission.
In February 1999, Triarc Consumer Products Group, LLC and Triarc Beverage
Holdings Corp., subsidiaries of Triarc, sold $300 million of their 10 1/4%
senior subordinated notes due 2009 in a private placement pursuant to Rule 144A
of the Securities Act of 1933, as amended (the "Initial Notes"). The
registration statement was filed to permit holders of Initial Notes to exchange
Initial Notes for Exchange Notes. The terms of the Exchange Notes are
substantially identical (including principal amount, interest rate, maturity,
security and ranking) to the terms of the Initial Notes, except that the
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Exchange Notes are registered under the Securities Act, do not bear legends
restricting their transfer and are not entitled to certain registration
rights and certain additional interest provisions which are applicable to
the Initial Notes. The annual interest rate on the Exchange Notes is 10 1/4%.
The annual interest rate on the Initial Notes will be reset from 10 3/4% to
10 1/4% upon the completion of the Exchange Offer.
To properly exchange Initial Notes, holders must complete and deliver a letter
of transmittal to The Bank of New York (the "Exchange Agent") on or before 5:00
p.m. January 26, 2000 (the "Expiration Date"). Holders must also deliver
certificates representing their Initial Notes or, in the case of holders
utilizing the book-entry transfer procedures described in the prospectus
included as part of the registration statement, have a confirmation of such
book-entry transfer into the Exchange Agent's account at The Depositary Trust
Company sent to the Exchange Agent, on or before the Expiration Date.
Requests for a prospectus and a letter of transmittal should be directed to the
Exchange Agent, The Bank of New York, at (212) 815-4699.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
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Triarc, through Triarc Consumer Products Group, LLC, is a leading premium
beverage company (Snapple(R), Mistic(R), 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), Nehi(R)).
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