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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) October 12, 2000
----------------
TRIARC COMPANIES, INC.
----------------------
(Exact Name of Registrant as Specified in its 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
--------------
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 5. Other Events.
As previously reported in a Current Report on Form 8-K filed by Triarc
Companies, Inc. ("Triarc" and, collectively with its subsidiaries, the
"Company") on September 20, 2000, Triarc announced that on September 15, 2000 it
had signed a definitive agreement to sell its subsidiaries Snapple Beverage
Group, Inc. ("Snapple Beverage Group"), the parent company of Snapple Beverage
Corp., Mistic Brands, Inc. and Stewart's Beverages, Inc., and Royal Crown
Company, Inc. ("Royal Crown") to a subsidiary of Cadbury Schweppes plc (the
"Purchaser") for approximately $910 million in cash plus the assumption of
approximately $420 million of debt (the "Snapple Beverage Sale"), subject
to post-closing adjustment. The transaction is expected to close in the fourth
quarter of 2000, subject to antitrust filings and customary closing conditions.
There can be no assurance, however, that the transaction will be consummated.
Upon completion of the transaction, the Company will continue to own its
restaurant franchising business.
Copies of the Agreement and Plan of Merger, the Tax Agreement and press release
relating to the sale of Snapple Beverage Group and Royal Crown were previously
filed by the Company as exhibits to its Current Report on Form 8-K filed on
September 20, 2000.
This Form 8-K is being filed to report certain pro forma information as set
forth below in connection with the incorporation by reference of such
information in a registration statement on Form S-3 to be filed by the Company
with respect to the Company's Class A common stock to be issued to the holders
(the "Holders") of the Company's zero coupon convertible subordinated debentures
due 2018 (the "Debentures") upon any conversion by the Holders of their
Debentures following the sale of Snapple Beverage Group and Royal Crown to the
Purchaser. The Purchaser has agreed to assume Triarc's obligations under the
Debentures; nevertheless, following this assumption, the Debentures will remain
convertible into Triarc Class A common stock.
The following unaudited pro forma (i) condensed consolidated balance sheet of
the Company as of July 2, 2000 and (ii) condensed consolidated statements of
operations of the Company for the years ended December 28, 1997, January 3, 1999
and January 2, 2000 and the six months ended July 2, 2000 have been prepared by
adjusting such financial statements, as derived from (i) the audited
consolidated financial statements in Triarc's Annual Report on Form 10-K for the
fiscal year ended January 2, 2000 (the "Triarc Form 10-K") and (ii) the
unaudited condensed consolidated financial statements in Triarc's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 2, 2000 (the "Triarc Form
10-Q"). Such adjustments to the condensed consolidated balance sheet as of July
2, 2000 are to reflect Snapple Beverage Group (the Company's premium beverage
business) and Royal Crown (the Company's soft drink concentrate business) as
discontinued operations as of July 2, 2000. Such adjustments to the condensed
consolidated statements of operations are to reflect the operations of the
premium beverage business and the soft drink concentrate business as
discontinued operations as of January 1, 1997. For the year ended December 28,
1997 the adjustments to the condensed consolidated statements of operations to
reflect the premium beverage business as a discontinued operation include the
results of Snapple Beverage Corp., acquired by the Company on May 22, 1997, and
Stewart's Beverages, Inc., acquired by the Company on November 25, 1997, from
their respective dates of acquisition. Such pro forma adjustments are described
in the accompanying notes to the pro forma condensed consolidated balance sheet
and statements of operations which should be read in conjunction with such
statements. The unaudited pro forma condensed consolidated financial statements
also should be read in conjunction with (i) the Company's audited consolidated
financial statements and management's discussion and analysis of financial
condition and results of operations appearing in the Triarc Form 10-K and (ii)
the Company's unaudited condensed consolidated financial statements and
management's discussion and analysis of financial condition and results of
operations appearing in the Triarc Form 10-Q. The unaudited pro forma condensed
consolidated financial statements do not purport to be indicative of the actual
financial position or results of operations of the Company had the sale of
Snapple Beverage Group and Royal Crown actually been consummated on July 2, 2000
and January 1, 1997, respectively, or of the future financial position or
results of operations of the Company.
<PAGE>
Triarc Companies, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
July 2, 2000
<TABLE>
<CAPTION>
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
(In thousands)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 153,294 $ (19,970) (a) $ 133,324
Short-term investments 94,552 -- 94,552
Receivables 123,205 (113,588) (a) 9,617
Inventories 85,011 (85,011) (a) --
Deferred income tax benefit 21,786 (12,703) (a) 9,083
Prepaid expenses and other current assets 5,864 (4,867) (a) 997
Net current assets of discontinued operations -- 65,045 (a) 44,026
(3,119) (b)
(17,900) (c)
------------- ------------ -------------
Total current assets 483,712 (192,113) 291,599
------------- ------------ -------------
Investments 14,256 -- 14,256
Properties 69,341 (29,488) (a) 39,853
Unamortized costs in excess of net assets
of acquired companies 256,067 (236,882) (a) 19,185
Trademarks 245,817 (239,722) (a) 6,095
Other intangible assets 33,327 (33,040) (a) 287
Deferred costs and other assets 47,942 (20,500) (a) 12,014
(3,745) (d)
(11,683) (e)
------------- ------------ -------------
$ 1,150,462 $ (767,173) $ 383,289
============= ============ =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 42,551 $ (39,578) (a) $ 2,973
Accounts payable 75,942 (54,722) (a) 3,320
(17,900) (c)
Accrued expenses 128,406 (79,195) (a) 46,092
(3,119) (b)
------------- ------------ -----------
Total current liabilities 246,899 (194,514) 52,385
Long-term debt 855,912 (720,516) (a) 18,636
(116,760) (d)
Net non-current liabilities of discontinued operations -- 231,371 (a) 332,703
113,015 (d)
(11,683) (e)
Deferred income taxes 98,740 (61,669) (a) 37,071
Deferred income and other liabilities 23,592 (6,417) (a) 17,175
Forward purchase obligation for common stock 86,186 -- 86,186
Stockholders' deficit:
Common stock 3,555 -- 3,555
Additional paid-in-capital 204,336 -- 204,336
Accumulated deficit (83,370) -- (83,370)
Treasury stock (198,735) -- (198,735)
Common stock to be acquired (86,186) -- (86,186)
Accumulated other comprehensive deficit (467) -- (467)
------------- ------------ -------------
Total stockholders' deficit (160,867) -- (160,867)
------------- ------------ -------------
$ 1,150,462 $ (767,173) $ 383,289
============= ============ =============
</TABLE>
(a) To reclassify the current and non-current assets and liabilities of the
premium beverage business and the soft drink concentrate business as "Net
current assets of discontinued operations" and "Net non-current
liabilities of discontinued operations," respectively.
(b) To reclassify net current liabilities of discontinued operations related
to the Company's former utility and municipal services and refrigeration
business segments which were sold prior to 1997 and included in "Accrued
expenses" to "Net current assets of discontinued operations."
(c) To reclassify current liabilities related to raw materials purchased from
third party vendors by Triarc on behalf of Snapple Beverage Group and
Royal Crown as "Net current assets of discontinued operations" since such
liabilities are being assumed by the Purchaser.
(d) To reclassify $116,760,000 of Triarc's zero coupon convertible
subordinated debentures due 2018 (the "Debentures"), net of unamortized
discount $243,240,000 as of July 2, 2000, which are being assumed by the
Purchaser in connection with the Snapple Beverage Sale and the related
deferred debt costs of $3,745,000 to "Net non-current liabilities of
discontinued operations." Such debt is included in "Net non-current
liabilities of discontinued operations" since it is being assumed by the
Purchaser.
(e) To reclassify the deferred financing costs accounted for by Triarc
Consumer Products Group, LLC ("TCPG"), the parent company of Snapple
Beverage Group, related to $300,000,000 principal amount of 10 1/4%
senior subordinated notes due 2009 (the "Notes") which are being assumed
by the Purchaser as "Net non-current liabilities of discontinued
operations." The Notes and related accrued interest were reclassified in
(a) above since Snapple Beverage Group was a co-obligor of the Notes and,
accordingly, these obligations were included in the liabilities of the
premium beverage business.
<PAGE>
Triarc Companies, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 28, 1997
<TABLE>
<CAPTION>
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
(In thousands, except per share data)
<S> <C> <C> <C>
Revenues:
Net sales $ 629,621 $ (555,425) (a) $ 74,196
Royalties, franchise fees and other revenues 66,531 (298) (a) 66,233
------------ ------------- ------------
696,152 (555,723) 140,429
------------ ------------- ------------
Costs and expenses:
Cost of sales, excluding depreciation and
amortization related to sales 331,391 (272,171) (a) 59,220
Advertising, selling and distribution 183,221 (174,172) (a) 9,049
General and administrative 98,536 (48,034) (a) 50,502
Depreciation and amortization, excluding
amortization of deferred financing costs 27,039 (22,576) (a) 4,463
Charges related to post-acquisition transition,
integration and changes to business strategies 31,815 (33,815) (a) --
2,000 (b)
Facilities relocation and corporate restructuring
charges 7,075 (1,466) (a) 5,609
------------ ------------ ------------
679,077 (550,234) 128,843
------------ ------------ ------------
Operating profit 17,075 (5,489) 11,586
Interest expense (59,069) 42,364 (a) (16,705)
Investment income, net 12,737 (738) (a) 11,999
Loss on sale of businesses, net (3,513) (576) (a) (4,089)
Other income, net 2,688 (2,515) (a) 173
------------ ------------ ------------
Income (loss) from continuing operations
before income taxes (30,082) 33,046 2,964
Benefit from (provision for) income taxes 6,604 (10,383) (a) (3,059)
720 (e)
------------ ------------ ------------
Loss from continuing operations $ (23,478) $ 23,383 $ (95)
============ ============ ============
Loss from continuing operations per share:
Basic $ (.78) (f) $ -- (f)
============ ============
Diluted $ (.78) (f) $ -- (f)
============ ============
</TABLE>
<PAGE>
Triarc Companies, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended January 3, 1999
<TABLE>
<CAPTION>
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
(In thousands, except per share data)
<S> <C> <C> <C>
Revenues:
Net sales $ 735,436 $ (735,436) (a) $ --
Royalties, franchise fees and other revenues 79,600 (977) (a) 78,623
------------ ------------ ----------
815,036 (736,413) 78,623
------------ ------------ ----------
Costs and expenses:
Cost of sales, excluding depreciation and
amortization related to sales 387,994 (387,994) (a) --
Advertising, selling and distribution 197,877 (196,649) (a) 1,228
General and administrative 112,102 (56,985) (a) 55,117
Depreciation and amortization, excluding
amortization of deferred financing costs 35,221 (30,305) (a) 4,916
------------ ------------ ----------
733,194 (671,933) 61,261
------------ ------------ ----------
Operating profit 81,842 (64,480) 17,362
Interest expense (67,914) 48,852 (a) (13,031)
6,031 (c)
Investment income, net 11,823 (1,960) (a) 9,863
Gain on sale of businesses 5,016 (5,016) (a) --
Other income, net 1,354 (876) (a) 478
------------ ------------ ----------
Income from continuing operations before
income taxes 32,121 (17,449) 14,672
Provision for income taxes (17,883) 12,828 (a) (7,227)
(2,172) (e)
------------ ------------ ----------
Income from continuing operations $ 14,238 $ (6,793) $ 7,445
============ ============ ==========
Income from continuing operations per share:
Basic $ .47 (f) $ .25 (f)
============ ==========
Diluted $ .45 (f) $ .24 (f)
============ ==========
</TABLE>
<PAGE>
Triarc Companies, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended January 2, 2000
<TABLE>
<CAPTION>
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
(In thousands, except per share)
<S> <C> <C> <C>
Revenues:
Net sales $ 770,943 $ (770,943) (a) $ --
Royalties, franchise fees and other revenues 83,029 (1,243) (a) 81,786
---------- ----------- -----------
853,972 (772,186) 81,786
---------- ----------- -----------
Costs and expenses:
Costs of sales, excluding depreciation and
amortization related to sales 407,708 (407,708) (a) --
Advertising, selling and distribution 201,451 (200,990) (a) 461
General and administrative 121,779 (60,194) (a) 61,585
Depreciation and amortization, excluding
amortization of deferred financing costs 35,315 (29,892) (a) 5,423
Capital structure reorganization related charge 5,474 (3,348) (a) 2,126
Credit related to post-acquisition transition,
integration and changes to business strategies (549) 549 (a) --
Facilities relocation and corporate restructuring
credits (461) 158 (a) (303)
---------- ----------- -----------
770,717 (701,425) 69,292
---------- ----------- -----------
Operating profit 83,255 (70,761) 12,494
Interest expense (84,257) 55,168 (a) (6,260)
7,102 (c)
15,727 (d)
Investment income, net 18,468 (1,564) (a) 16,904
Gain on sale of businesses, net 655 533 (a) 1,188
Other income, net 3,559 (1,276) (a) 2,283
---------- ----------- -----------
Income from continuing operations before
income taxes 21,680 4,929 26,609
Provision for income taxes (12,945) 13,173 (a) (7,834)
(8,062) (e)
---------- ----------- -----------
Income from continuing operations $ 8,735 $ 10,040 $ 18,775
========== =========== ===========
Income from continuing operations per share:
Basic $ .34 (f) $ .72 (f)
========== ===========
Diluted $ .32 (f) $ .70 (f)
========== ===========
</TABLE>
<PAGE>
Triarc Companies, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended July 2, 2000
<TABLE>
<CAPTION>
As Pro Forma
Reported Adjustments Pro Forma
-------- ----------- ---------
(In thousands, except per share data)
<S> <C> <C> <C>
Revenues:
Net sales $ 414,867 $ (414,867) (a) $ --
Royalties, franchise fees and other revenues 41,320 (642) (a) 40,678
---------- ----------- ----------
456,187 (415,509) 40,678
---------- ----------- ----------
Costs and expenses:
Cost of sales, excluding depreciation and
amortization related to sales 217,567 (217,567) (a) --
Advertising, selling and distribution 114,618 (114,443) (a) 175
General and administrative 64,447 (32,270) (a) 32,177
Depreciation and amortization, excluding
amortization of deferred financing costs 18,465 (15,751) (a) 2,714
Capital structure reorganization related charges 649 (408) (a) 241
---------- ----------- ----------
415,746 (380,439) 35,307
---------- ----------- ----------
Operating profit 40,441 (35,070) 5,371
Interest expense (46,618) 29,439 (a) (1,243)
3,729 (c)
12,207 (d)
Investment income, net 21,488 (416) (a) 21,072
Other income, net 934 (699) (a) 235
---------- ----------- ----------
Income from continuing operations before
income taxes 16,245 9,190 25,435
Provision for income taxes (8,935) 4,037 (a) (10,513)
(5,615) (e)
---------- ----------- ----------
Income from continuing operations $ 7,310 $ 7,612 $ 14,922
========== =========== ==========
Income from continuing operations per share:
Basic $ .31 (f) $ .62 (f)
========== ==========
Diluted $ .29 (f) $ .59 (f)
========== ==========
</TABLE>
<PAGE>
(a) To reclassify the results of operations of the premium beverage business
and the soft drink concentrate business aggregating $(24,663,000),
$10,652,000, $4,727,000 and $2,709,000 for the years ended December 28,
1997, January 3, 1999 and January 2, 2000 and the six months ended July
2, 2000, respectively, as income (loss) from discontinued operations.
(b) To reverse $2,000,000 of net intercompany transaction charges included in
"Charges related to post-acquisition transition, integration and changes
to business strategies" included in (a) above.
(c) To reclassify interest expense, including amortization of deferred
financing costs, accounted for by Triarc on the Debentures which are
being assumed by the Purchaser as income (loss) from discontinued
operations.
(d) To reclassify interest expense, including amortization of deferred
financing costs, accounted for by TCPG on the Notes which are being
assumed by the Purchaser as income (loss) from discontinued operations.
Such reclassification of interest expense on the Notes has been reduced
by intercompany interest expense on related intercompany debt to TCPG
aggregating $11,002,000 and $3,915,000 for the year ended January 2, 2000
and six months ended July 2, 2000, respectively. For the year ended
January 2, 2000 such reclassification of interest expense has also been
reduced by $1,350,000 of interest expense on the Notes which was
allocated to the restaurant franchising business in the historical
financial statements of the restaurant franchising business.
(e) To reclassify the net income tax benefit related to adjustments in (b),
(c) and (d) above, as applicable, at the incremental weighted average
Federal and State income tax rates of 36.0% for both the years ended
December 28, 1997 and January 3, 1999 and 35.3% and 35.2% for the year
ended January 2, 2000 and the six months ended July 2, 2000,
respectively, based on the entities to which the adjustments related as
income (loss) from discontinued operations.
(f) "As reported" and "pro forma" basic and diluted income (loss) from
continuing operations per share has been computed by dividing the "as
reported" and "pro forma" income (loss) from continuing operations by the
shares as follows (in thousands):
<TABLE>
<CAPTION>
Six Months
Year Ended Year Ended Year Ended Ended
December 28, January 3, January 2, July 2,
1997 1999 2000 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic:
Weighted average common shares
outstanding 30,132 30,306 26,015 23,880
====== ====== ====== ======
Diluted:
Common shares for basic income
(loss) per share 30,132 30,306 26,015 23,880
Additional common shares from
(1) the effect of dilutive stock options
computed using the treasury
stock method and -- 1,221 818 873
(2) the effect of a dilutive forward
purchase obligation for common
stock -- -- 110 363
------ ------ ------ ------
30,132 31,527 26,943 25,116
====== ====== ====== ======
</TABLE>
<PAGE>
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: October 12, 2000 By: /s/Fred H. Schaefer
----------------------------
Fred H. Schaefer
Vice President and
Chief Accounting Officer
