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) February 1, 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)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release dated February 1, 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: February 4, 1999
EXHIBIT INDEX
Exhibit
No. Description Page No.
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99.1 -- Press Release dated February 1, 1999
Exhibit 99.1
TRIARC COMPANIES, INC. RC/ARBY'S CORPORATION
280 PARK AVENUE 1000 CORPORATE DRIVE
NEW YORK, NY 10017 FT. LAUDERDALE, FL 33334
FOR IMMEDIATE RELEASE
CONTACT: ANNE A. TARBELL
TRIARC COMPANIES, INC
212/451-3030
WWW.TRIARC.COM
TRIARC TO LAUNCH $835 MILLION OF DEBT FINANCINGS
$300 MILLION SENIOR SUBORDINATED NOTE PRIVATE PLACEMENT AND $535 MILLION
SENIOR SECURED CREDIT FACILITY ARE PLANNED
NEW YORK, NY, FEBRUARY 1, 1999 -- Triarc Companies, Inc. (NYSE: TRY) ("Triarc")
announced today that it intends to offer $300 million of senior subordinated
notes due 2009, pursuant to Rule 144A of the Securities Act of 1933, as amended.
Concurrently, Triarc intends to enter into a new $535 million senior secured
credit facility. Both financings are expected to close by the end of February
1999.
Both financings will be through a new wholly-owned subsidiary, Triarc
Consumer Products Group, LLC, which will own Triarc's premium beverage
(Snapple(R), Mistic(R) and Stewart's(R)), restaurant franchising (Arby's(R)) and
soft drink concentrates (Royal Crown(R)) businesses.
Triarc Consumer Products Group will use the net proceeds from the
financings to: (a) redeem the $275 million principal amount of RC/Arby's 9 3/4%
senior secured notes due 2000; (b) refinance Triarc Beverage Group's existing
credit facility ($284.3 million principal amount outstanding as of January 3,
1999); (c) pay for the recently announced acquisition of Millrose Distributors,
Inc. and its affiliate Mid-State Beverage, Inc., distributors of Snapple and
Stewart's products (approximately $17.3 million); and (d) pay Triarc the
remaining proceeds.
Triarc will use the funds it receives to partially fund the previously
announced going-private transaction proposed by Nelson Peltz and Peter W. May,
Triarc's Chairman and Chief Executive Officer and President and Chief Operating
Officer, respectively, if such transaction is consummated, and/or for general
corporate purposes, which may include working capital, future acquisitions and
investments, repayment or refinancing of indebtedness or restructurings or
repurchases of Triarc securities.
The notes will be offered only to certain qualified institutional buyers
in the United States and to certain non-United States persons in reliance on
Regulation S under the Securities Act. The notes issued pursuant to the offering
are expected to have registration rights but will not be initially registered
under the Securities Act, and may not be offered or sold in the United States
absent registration requirements. 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 the notes in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any state or jurisdiction.
Triarc is a leading premium beverage company (Snapple, Mistic and
Stewart's), a restaurant franchisor (Arby's, T.J. Cinnamons(R) and Pasta
Connection(TM)) and a producer of soft drink concentrates (Royal Crown).
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Note Follows
NOTE TO PRESS RELEASE
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There can be no assurance that these financing transactions will be completed or
that the proposed going-private transaction will be consummated.
