-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DClvpkPrc/CqG+eZ8GD82GTMhjD4sMiVOwiR3KuFAFepe+jAQaYe3ftTzPKls6ac 8cHhDSQaxI38hbbc/KoeEw== 0000904892-99-000003.txt : 19990205 0000904892-99-000003.hdr.sgml : 19990205 ACCESSION NUMBER: 0000904892-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990201 ITEM INFORMATION: FILED AS OF DATE: 19990204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 99520947 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 8-K 1 TRIARC FORM 8-K 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 1, 1999 TRIARC COMPANIES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-2207 38-0471180 ----------------- -------------- ------------------ (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 280 Park Avenue New York, NY 10017 ---------------------------------------- ----------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 451-3000 ---------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release dated February 1, 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. TRIARC COMPANIES, INC. By: BRIAN L. SCHORR Brian L. Schorr Executive Vice President and General Counsel Dated: February 4, 1999 EXHIBIT INDEX Exhibit No. Description Page No. - ------- ----------- -------- 99.1 -- Press Release dated February 1, 1999 EX-99.1 2 PRESS RELEASE DATED 2/1/99 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 TO LAUNCH $835 MILLION OF DEBT FINANCINGS $300 MILLION SENIOR SUBORDINATED NOTE PRIVATE PLACEMENT AND $535 MILLION SENIOR SECURED CREDIT FACILITY ARE PLANNED NEW YORK, NY, FEBRUARY 1, 1999 -- Triarc Companies, Inc. (NYSE: TRY) ("Triarc") announced today that it intends to offer $300 million of senior subordinated notes due 2009, pursuant to Rule 144A of the Securities Act of 1933, as amended. Concurrently, Triarc intends to enter into a new $535 million senior secured credit facility. Both financings are expected to close by the end of February 1999. Both financings will be through a new wholly-owned subsidiary, Triarc Consumer Products Group, LLC, which will own Triarc's premium beverage (Snapple(R), Mistic(R) and Stewart's(R)), restaurant franchising (Arby's(R)) and soft drink concentrates (Royal Crown(R)) businesses. Triarc Consumer Products Group will use the net proceeds from the financings to: (a) redeem the $275 million principal amount of RC/Arby's 9 3/4% senior secured notes due 2000; (b) refinance Triarc Beverage Group's existing credit facility ($284.3 million principal amount outstanding as of January 3, 1999); (c) pay for the recently announced acquisition of Millrose Distributors, Inc. and its affiliate Mid-State Beverage, Inc., distributors of Snapple and Stewart's products (approximately $17.3 million); and (d) pay Triarc the remaining proceeds. Triarc will use the funds it receives 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 will be offered only to certain qualified institutional buyers in the United States and to certain non-United States persons in reliance on Regulation S under the Securities Act. The notes issued pursuant to the offering are expected to have registration rights but will not be initially registered under the Securities Act, and may not be offered or sold in the United States absent registration requirements. 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(R) and Pasta Connection(TM)) and a producer of soft drink concentrates (Royal Crown). # # # Note Follows NOTE TO PRESS RELEASE --------------------- There can be no assurance that these financing transactions will be completed or that the proposed going-private transaction will be consummated. -----END PRIVACY-ENHANCED MESSAGE-----