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UNITED STATES
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): January 26, 2000
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 10017
(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 January 26, 2000, Triarc Consumer Products Group, LLC and Triarc
Beverage Holdings Corp., subsidiaries of Triarc Companies, Inc. announced that
they have extended to 5:00 p.m., New York City time, on January 28, 2000 their
offer to exchange up to $300 million aggregate principal amount of their 10 1/4%
Senior Subordinated Notes due 2009 (CUSIP Number 89589TAC2) for up to $300
million aggregate principal amount of their outstanding 10 1/4% Senior
Subordinated Notes due 2009. The exchange offer was originally scheduled to
expire as of 5:00 p.m., New York City time, on January 26, 2000. The initial
notes were issued and sold in a transaction exempt from registration under Rule
144A of the Securities Act of 1933, as amended. As of the close of business on
January 25, 2000, approximately $233 million aggregate principal amount of the
initial notes had been tendered.
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 the press release with respect to the extension of the
exchange offer is being filed as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release dated January 26, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: January 26, 2000 By: JOHN L. BARNES, JR.
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John. L. Barnes, Jr.
Executive Vice President
and Chief Financial Officer
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Exhibit Index
Exhibit
No. Description Page No.
99.1 Press release dated January 26, 2000.
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EXHIBIT 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
Triarc Companies, Inc.
212/451-3030
www.triarc.com
TRIARC SUBSIDIARIES EXTEND DEBT EXCHANGE OFFER
TO JANUARY 28, 2000 AT 5:00PM
New York, NY, January 26, 2000 - Triarc Consumer Products Group, LLC and Triarc
Beverage Holdings Corp., subsidiaries of Triarc Companies, Inc. (NYSE: TRY),
announced today that they have extended to 5:00 p.m., New York City time, on
January 28, 2000 their offer to exchange (the "Exchange Offer") up to $300
million aggregate principal amount of their 10 1/4% Senior Subordinated Notes
due 2009 (CUSIP Number 89589TAC2) (the "Exchange Notes") for up to $300 million
aggregate principal amount of their outstanding 10 1/4% Senior Subordinated
Notes due 2009 (the "Initial Notes"). The Exchange Offer was originally
scheduled to expire as of 5:00 p.m., New York City time, on January 26, 2000.
The Initial Notes were issued and sold in a transaction exempt from registration
under Rule 144A of the Securities Act of 1933, as amended. As of the close of
business on January 25, 2000, approximately $233 million aggregate principal
amount of the Initial Notes had been tendered.
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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 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., New York City time, January 28, 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
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registration or qualification under the securities laws of any such state.
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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