UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER
0-20286
NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 28, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
PART I. REGISTRANT INFORMATION
RC/Arby's Corporation
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Full Name of Registrant
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Former Name if Applicable
1000 Corporate Drive
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Address of Principal Executive Office (Street and Number)
Fort Lauderdale, Florida 33334
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City, State and Zip Code
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PART II. RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period. (Attach Extra Sheets if Needed).
The preparation of the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 28, 1998 (the "Form 10-Q") could not be
completed by the prescribed filing date of August 12, 1998 without
unreasonable effort or expense as a result of the following:
The Registrant is an indirect wholly-owned subsidiary of Triarc Companies,
Inc. ("Triarc"). Certain of Triarc's key personnel that are integral to
the completion of the Form 10-Q are also integral to the completion of
the Quarterly Report on Form 10-Q for the period ended June 28, 1998 for
Triarc and for another affiliate of Triarc. The completion of the Form
10-Q's of Triarc and such other affiliate was complicated by certain
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accounting and reporting issues of a time-consuming nature relating
principally to debt compliance and the related renegotiation of certain
credit agreements of such other affiliate. As a result, the Registrant
has been unable to finalize the condensed consolidated financial
statements for its Form 10-Q without unreasonable effort or expense due
to the time constraints on such personnel who are also integral to the
completion of Triarc's and such other affiliate's Form 10-Q's.
For the above-stated reasons, the preparation of the Form 10-Q,
including the financial statements to be included therein, could not be
completed by the prescribed filing date of June 28, 1998 without unreasonable
effort or expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Curtis S. Gimson, Esq. 954 351-5679
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
the answer is no, identify report(s). [ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? [ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Annex A hereto
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RC/Arby's Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 12, 1998 By: /s/ CURTIS S. GIMSON
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Curtis S. Gimson, Esq.
Senior Vice President and
General Counsel
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Annex A
For the reasons stated in Part III to this Form 12b-25, the condensed
consolidated financial statements of the Registrant for the quarterly period
ended June 28, 1998 have not been completed. The Registrant, however, expects
to report in its Quarterly Report on Form 10-Q, with respect to the six months
ended June 28, 1998, revenues of $105.5 million, operating profit of $24.7
million and net income of $5.6 million compared with revenues of $184.6
million, operating profit of $17.6 million, a loss before extraordinary charge
of $0.4 million and a net loss of $2.2 million in the six months ended June
29, 1997. With respect to the three months ended June 28, 1998, the Registrant
expects to report revenues of $55.2 million, operating profit of $12.8 million
and net income of $3.0 million compared with revenues of $81.8 million,
operating profit of $8.2 million, a loss before extraordinary charge of $0.4
million and a net loss of $2.2 million in the three months ended June 29,
1997. The decrease in revenues in the 1998 periods compared with the 1997
periods is principally due to the sale of all company-owned Arby's restaurants
on May 5, 1997, as more fully disclosed in note 3 to the Registrant's
consolidated financial statements in its Annual Report on Form 10-K for the
fiscal year ended December 28, 1997. The improved operating results and the
improvement from losses before extraordinary charge to net income for both the
six month and three month periods principally reflect an improvement in the
restaurant segment's operating results since during the 1998 periods
restaurant operations consisted entirely of the more profitable franchise
operations. The net loss in the 1997 periods reflected a non-recurring
extraordinary charge of $1.8 million related to the early extinguishment of
debt in connection with the sale of the then company-owned Arby's restaurants.
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