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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): July 18, 1997
RC/ARBY'S CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
0-20286 59-2277791
(Commission (IRS Employer
File Number) Identification No.)
1000 Corporate Drive
Fort Lauderdale, Florida 33334
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 351-5100
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(Former Name or Former Address, if
Changed Since Last Report)
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<PAGE>
Certain statements in this Report on Form 8-K and the exhibits attached
hereto that are not historical facts constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve risks, uncertainties and other factors which
may cause the actual results, performance or achievements of RC/Arby's
Corporation ("RCAC") and its subsidiaries (collectively with RCAC, "the
Company") or Triarc Companies, Inc., the parent of RCAC, and its subsidiaries to
be materially different from any future results, performance or achievements
express or implied by such forward-looking statements. Such factors include, but
are not limited to, the following: general economic and business conditions;
competition; success of operating initiatives; development and operating costs;
advertising and promotional efforts; brand awareness; the existence or absence
of adverse publicity; acceptance of new product offerings; changing trends in
customer tastes; changes in business strategy or development plans; quality of
management; availability, terms and deployment of capital; business abilities
and judgment of personnel; labor and employee benefit costs; availability and
cost of raw materials and supplies; changes in, or failure to comply with,
government regulations; the costs and other effects of legal and administrative
proceedings and other risks and uncertainties detailed in RCAC's and Triarc's
Annual Reports on Form 10-K for the year ended December 31, 1996. RCAC and
Triarc 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 any anticipated or unanticipated events.
ITEM 5. OTHER EVENTS
On July 18, 1997, Royal Crown Company, Inc. ("Royal Crown") and TriBev
Corporation ("TriBev"), subsidiaries of the Registrant, completed the sale of
their rights to the C&C beverage line, including the C&C trademark, to Kelco
Sales & Marketing Inc. ("Kelco"), a beverage distribution business based in
Cranford, New Jersey, which will do business under the name of C&C Beverages,
Inc. C&C is a line of mixers, colas and flavors. In connection with the sale,
Royal Crown also agreed to sell to Kelco concentrate for C&C products and to
provide Kelco certain technical services for seven years. In consideration for
the foregoing, Royal Crown and TriBev will receive an aggregate minimum of $9.4
million, payable over seven years.
A copy of the press release with respect to the closing of the
transaction is being filed herewith as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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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.
RC/ARBY'S CORPORATION
(Registrant)
Date: August 4, 1997 By: /s/ JOHN L. BARNES, JR.
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John L. Barnes, Jr.
Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
99.1 Press release dated July 22, 1997
<PAGE>
PRESS RELEASE
CONTACT: MARTIN M. SHEA FOR IMMEDIATE RELEASE
TRIARC BEVERAGE GROUP
212/451-3030
TRIARC BEVERAGE GROUP ANNOUNCES SALE OF C&C
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NEW YORK, New York - July 22, 1997 -- Triarc Beverage Group, part of Triarc
Companies, Inc. (NYSE:TRY), announced today that its subsidiary, Royal Crown
Company, Inc., has completed the sale of its rights to the C&C beverage line,
including the C&C trademark, to Kelco Sales & Marketing Inc., a beverage
distribution business based in Cranford, New Jersey, which will do business
under the name of C&C Beverages, Inc. C&C is a line of mixers, colas and
flavors. In connection with the sale, Royal Crown agreed to sell to Kelco
concentrate for C&C products and to provide Kelco certain technical services.
Terms of the transaction were not disclosed.
Mike Weinstein, chief executive officer of the Triarc Beverage Group stated "The
sale of C&C is yet another example of Triarc Beverage Group continuing to focus
on our core brands and to work to the strength of our stronger bottlers who
handle Royal Crown, Snapple Beverages and Mistic Brands, Inc."
Triarc is expected to have 1997 annual sales of nearly $1 billion through its
consumer brands in beverages (Snapple, Mistic and Royal Crown) and restaurants
(Arby's). In addition, Triarc has annual sales of approximately $70 million in
specialty dyes and chemicals (C.H. Patrick) and an equity interest in liquefied
petroleum gas (National Propane) which has annual sales of approximately $175
million.
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