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) February 25, 1999
RC/ARBY'S CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-20286 59-2277791
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1000 Corporate Drive
Ft. Lauderdale, Florida 33334
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 351-5000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On February 25, 1999, RC/Arby's Corporation ("RC/Arby's") announced that
it is redeeming its $275 million principal amount of 9 3/4% Senior Secured Notes
due 2000 on March 30, 1999 at a redemption price of 102.786% of the principal
amount, plus accrued and unpaid interest.
On February 25, 1999, Triarc Consumer Products Group, LLC ("Triarc
LLC"), a new wholly-owned subsidiary of Triarc Companies, Inc. and the parent of
RC/Arby's, completed the sale of $300 million principal amount of 10.25% Senior
Subordinated Notes due 2009 (the "Notes"), pursuant to Rule 144A of the
Securities Act of 1933, as amended (the "Securities Act"). Concurrently,
subsidiaries of Triarc LLC entered into a new $535 million Senior Secured Credit
Facility.
The Notes have not been registered under the Securities Act, and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act. This Current
Report on Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy the Notes.
A copy of a press release with respect to the foregoing transactions is
being filed as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 - Press Release dated February 25, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
RC/ARBY'S CORPORATION
By: CURTIS S. GIMSON
Name: Curtis S. Gimson
Title: Senior Vice President and
General Counsel and Secretary
Dated: February 26, 1999
EXHIBIT INDEX
Exhibit
No. Description Page No.
- ------- ----------- --------
99.1 -- Press Release dated February 25, 1999
Exhibit 99.1
TRIARC COMPANIES, INC. RC/ARBY'S CORPORATION
280 PARK AVENUE 1000 CORPORATE DRIVE
NEW YORK, NY 10017 FT. LAUDERDALE, FL 33334
FOR IMMEDIATE RELEASE
CONTACT: ANNE A. TARBELL
Triarc Companies, Inc
212/451-3030
www.triarc.com
TRIARC COMPLETES $835 MILLION OF DEBT
FINANCINGS
$300 MILLION 10.25% SENIOR SUBORDINATED NOTE PRIVATE PLACEMENT
AND $535 MILLION SENIOR SECURED CREDIT FACILITY ARE COMPLETED
RC/ARBY'S $275 MILLION SENIOR SECURED NOTES TO BE REDEEMED AT
102.786% PLUS ACCRUED AND UNPAID INTEREST ON MARCH 30, 1999
NEW YORK, NY, FEBRUARY 25, 1999 -- Triarc Companies, Inc. (NYSE: TRY) ("Triarc")
announced today that it completed the sale of $300 million principal amount
10.25% senior subordinated notes due 2009, pursuant to Rule 144A of the
Securities Act of 1933, as amended. Concurrently, Triarc entered into a new $535
million senior secured credit facility.
RC/Arby's Corporation, a subsidiary of Triarc, also announced today that
it is redeeming its $275 million principal amount 9 3/4% senior secured notes
due 2000 on March 30, 1999 at a redemption price of 102.786% of the principal
amount, plus accrued and unpaid interest.
Both financings were issued through a new wholly-owned subsidiary, Triarc
Consumer Products Group, LLC, which owns Triarc's premium beverage (Snapple(R),
Mistic(R) and Stewart's(R)), restaurant franchising (Arby's(R), T.J.
Cinnamons(R) and Pasta Connection(TM)) and soft drink concentrates (Royal
Crown(R), Diet Rite(R) and Nehi(R)) businesses.
Triarc Consumer Products Group will use the net proceeds from the
financings to: (a) redeem the RC/Arby's notes at a price of 102.786% plus
accrued and unpaid interest; (b) refinance Triarc Beverage Group's existing
credit facility ($284.3 million principal amount outstanding); (c) pay for the
recently announced acquisition of Millrose Distributors, Inc., a distributor of
Snapple and Stewart's products (approximately $17.3 million); (d) pay
customary fees and expenses (approximately $30 million) and (e) fund a distri-
bution to Triarc with the remaining proceeds.
Triarc will use the distribution to partially fund the previously
announced going-private transaction proposed by Nelson Peltz and Peter W. May,
Triarc's Chairman and Chief Executive Officer and President and Chief Operating
Officer, respectively, if such transaction is consummated, and/or for general
corporate purposes, which may include working capital, future acquisitions and
investments, repayment or refinancing of indebtedness or restructurings or
repurchases of Triarc securities.
The notes issued pursuant to the private placement have not been
registered under the Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. Triarc Consumer Products Group is obligated to cause a
registration statement with respect to a registered exchange offer or with
respect to resales of the notes to be declared effective no later than August
24, 1999. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the notes in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
state or jurisdiction.
Triarc is a leading premium beverage company (Snapple, Mistic and
Stewart's), a restaurant franchisor (Arby's, T.J. Cinnamons and Pasta
Connection) and a producer of soft drink concentrates (Royal Crown, Diet Rite
and Nehi).
# # #
Note Follows
NOTE TO PRESS RELEASE
There can be no assurance that the proposed going-private transaction will be
consummated or that the Securities and Exchange Commission will declare
effective the registration statement with respect to the registered exchange
offer for, or with respect to resales of, the notes.
