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): September 18, 2000
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 (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 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 5. Other Events.
On September 18, 2000, Triarc Companies, Inc. announced that it had signed a
definitive agreement to sell Snapple Beverage Group, Inc. and Royal Crown
Company, Inc. to Cadbury Schweppes plc. The purchase price will consist of
approximately $910 million in cash plus the assumption of approximately $420
million of debt. The purchase price is subject to post-closing adjustment.
Following the closing, a cash payment of approximately $120 million will be made
by Snapple Beverage Group for employee options.
The transaction is expected to close in the fourth quarter of 2000, subject to
antitrust filings and customary closing conditions. As a result of the sale, the
Company intends to withdraw its previously announced filing for an initial
public offering of the Snapple Beverage Group.
Cadbury Schweppes will assume the Company's $360 million ($118.5 million current
accreted value) zero coupon convertible subordinated debentures due 2018 and
Snapple Beverage Group's $300 million 10 1/4% senior subordinated notes due
2009. In addition, prior to the closing, the Company will repay approximately
$450 million outstanding under the Snapple Beverage Group's existing credit
facilities, subject to adjustment at closing. The Company has agreed to place
into a custodial account such number of shares of the Company's Class A Common
Stock as are necessary to provide for the conversion, if any, of all outstanding
zero coupon convertible subordinated debentures. Cadbury has agreed to call the
debentures for redemption on February 9, 2003, the first date on which the
debentures may be redeemed.
In consideration for providing Cadbury with the benefit of a Section 338(h)(10)
election under the Internal Revenue Code, the Company will receive from Cadbury
an additional cash payment of approximately $200 million to offset the
additional tax liability that will result from the election.
Upon completion of the transaction, the Company will continue to own the
Arby's(R) restaurant franchise business. The Company also franchises the T.J.
Cinnamons(R) and Pasta Connection(R) brands. Following the closing, the Company
will have cash, cash equivalents and investments in excess of $400 million and
total debt of approximately $20 million.
A copy of certain agreements and the press release with respect to the
proposed transaction are being filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated September 15, 2000 among Cadbury
Schweppes plc, CSN Acquisition Inc., CRC Acquisition Inc., Triarc
Companies, Inc., Snapple Beverage Group, Inc. and Royal Crown Company,
Inc.
10.1 Tax Agreement dated as of September 15, 2000 by and among Cadbury
Schweppes plc, SBG Holdings, Inc., Triarc Companies, Inc. and Triarc
Consumer Products Group, LLC.
99.1 Press release dated September 18, 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: September 20, 2000 By: BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President
and General Counsel
Exhibit Index
Exhibit
No. Description Page No.
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2.1 Agreement and Plan of Merger dated
September 15, 2000 among Cadbury
Schweppes plc, CSN Acquisition Inc.,
CRC Acquisition Inc., Triarc Companies,
Inc., Snapple Beverage Group, Inc. and
Royal Crown Company, Inc.
10.1 Tax Agreement dated as of September 15,
2000 by and among Cadbury Schweppes plc,
SBG Holdings, Inc., Triarc Companies, Inc.
and Triarc Consumer Products Group, LLC.
99.1 Press release dated September 18, 2000.
