UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 31, 2000
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-2207 38-0471180
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
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 of former address, if changed since last report)
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Item 9. Regulation FD Disclosure
Our restaurant franchising subsidiary, Arby's, Inc., is considering a
financing transaction involving Arby's franchise royalty payments.
This Current Report on Form 8-K does not constitute an offer to sell or
the solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale of any securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
The information in this Report is being furnished, not filed, pursuant
to Regulation FD. The information in this Report shall not be incorporated by
reference into any registration statement pursuant to the Securities Act of
1933, as amended. The furnishing of the information in this Report is not
intended to, and does not, constitute a determination or admission that the
information in this Report is material, or that investors should consider this
information before making an investment decision with respect to any security of
Triarc or Arby's.
Arby's has prepared certain assumptions in connection with developing a
base case model of the weighted average life and final maturity date of the
proposed financing. Accordingly, pursuant to Regulation FD, the Company is
furnishing in this Report the following information reflected in those
assumptions that has not been previously publicly disclosed:
o As of September 30, 2000 there were 3,249 Arby's branded
restaurants in the U.S. and Canada, owned and operated by 484
unaffiliated franchisees with a weighted average royalty rate
of 3.32%. For the fiscal twelve months ended September 2000
(based on actual results through fiscal August 2000 and
estimated results for fiscal September 2000) system-wide gross
sales are projected to be approximately $2.4 billion, with
franchise royalty payments of approximately $80.6 million.
o Approximately 156 new domestic stores and 11 Canadian stores
are assumed to open in the fiscal twelve months ended
September 2001. Approximately 150 new domestic stores and
eight Canadian stores are assumed to open in the fiscal twelve
months ended September 2002.
o During the fiscal twelve months ended September 2001 and 2002,
Arby's assumed that approximately 1.25% and 1.25%,
respectively, of domestic stores opened prior to 1999 and
approximately 0.85% and 1.69%, respectively, of Canadian
stores opened prior to 1999 will close.
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o For the fiscal twelve months ended September 2001 and 2002,
Arby's assumed U.S. same store sales growth of approximately
3% and 3%, respectively, and Canadian same store sales growth
of approximately 2% and 2%, respectively.
o For the fiscal twelve months ended September 2001 and 2002,
Arby's assumed selling, general and administrative expenses
will be approximately $36 million and $38 million,
respectively.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements made in this Report regarding Triarc and Arby's and the
Arby's financing constitute "Forward-Looking Statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 ("Reform Act"). For these
statements, we claim the safe-harbor for forward looking statements contained in
the Reform Act. These forward-looking statements are based on current
expectations and are susceptible to a number of risks, uncertainties and other
factors, and Triarc's and Arby's actual results, performance and achievements
may differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors, include
the following:
o Competition, including product and pricing pressures;
o Success of operating initiatives;
o The ability to attract and retain franchisees;
o Development and operating costs;
o Advertising and promotional efforts;
o Brand awareness;
o The existence or absence of positive or adverse publicity;
o Market acceptance of new product offerings;
o New product and concept development by competitors;
o Changing trends in customer tastes and demographic patterns;
o Availability, location and terms of sites for restaurant
development by franchisees;
o The ability of franchisees to open new restaurants in
accordance with their development commitments, including the
ability of franchisees to finance restaurant development;
o The performance by material suppliers of their obligations
under their supply agreements with franchisees;
o Changes in business strategy or development plans;
o Quality of the franchisees' management;
o Availability, terms and deployment of capital;
o Business abilities and judgment of the franchisee's personnel;
o Availability of qualified personnel to the franchisees and to
Arby's;
o Labor and employee benefit costs;
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o Availability and cost of raw materials, ingredients and
supplies, and the potential impact on franchise royalties and
franchisees' restaurant level sales that could arise from
interruptions in the distribution of supplies of food and
other products to franchisees;
o General economic, business and political conditions in the
areas where the franchisees operate;
o Changes in, or failure to comply with, government regulations,
including franchising laws, accounting standards,
environmental laws and taxation requirements;
o The costs and other effects of legal and administrative
proceedings;
o The impact of general economic conditions on consumer
spending; and
o Other risks and uncertainties which are difficult or
impossible to predict accurately and many of which are beyond
our control.
We will not undertake, and specifically decline 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 our policy generally not to make any specific
projections as to future earnings, and we do not endorse any projections
regarding future performance that may be made by third parties.
There can be no assurance that Arby's will complete the financing
transaction referred to above.
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SIGNATURE
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 31, 2000 By: /s/ JOHN L. BARNES, JR.
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John L. Barnes, Jr.
Executive Vice President and
Chief Financial Officer
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