-----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, MpnP20akiIy90GEOJiVCwflaFoyzaZZYHHsjGD2vyw9KjksXytb0B8bFPpIT/oSh pzCUMbSy7vDRtNs9b1OimQ== 0000950117-99-000841.txt : 19990427 0000950117-99-000841.hdr.sgml : 19990427 ACCESSION NUMBER: 0000950117-99-000841 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990426 SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-11818 FILM NUMBER: 99600938 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 FILED BY: 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: SC 13E4/A 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 SC 13E4/A 1 TRIARC COMPANIES, INC. SC 13E4, AM #2 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TRIARC COMPANIES, INC. (NAME OF ISSUER) TRIARC COMPANIES, INC. (NAME OF PERSON(S) FILING STATEMENT) CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE CLASS B COMMON STOCK, PAR VALUE $.10 PER SHARE (TITLE OF CLASS OF SECURITIES) CLASS A COMMON STOCK - 895927 CLASS B COMMON STOCK - NONE (CUSIP NUMBER OF CLASS OF SECURITIES) BRIAN L. SCHORR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK, NEW YORK 10017 (212) 451-3000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ------------------------ COPY TO: NEALE M. ALBERT PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 373-3000 ------------------------ MARCH 12, 1999 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ------------------------ ________________________________________________________________________________ This Amendment No. 2 amends and supplements the Issuer Tender Statement on Schedule 13E-4 dated March 12, 1999, as amended (the 'Schedule 13E-4'), filed by Triarc Companies, Inc., a Delaware corporation (the 'Company'), in connection with the Company's offer to purchase up to an aggregate of 5,500,000 shares of Class A Common Stock, par value $.10 per share, of the Company and Class B Common Stock, par value $.10 per share, of the Company (collectively, the 'Shares') at prices not greater than $18.25 per share nor less than $16.25 per Share, net to the seller in cash as specified by stockholders tendering their shares, upon the terms and conditions set forth in the Offer to Purchase dated March 12, 1999 (the 'Offer to Purchase'), the Supplement to the Offer to Purchase dated April 8, 1999 (the 'Supplement') and the related Letter of Transmittal (which together constitute the 'Offer'). Copies of the Offer to Purchase, the Supplement and the Letter of Transmittal are filed with the Securities and Exchange Commission as Exhibits (a)(1), (a)(2) and (a)(9), respectively, to the Schedule 13E-4. Unless otherwise indicated, all defined terms used herein shall have the same meaning as those set forth in the Offer to Purchase. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) is amended by adding the following paragraph: The Offer expired at 5:00 p.m., New York City time, on Thursday, April 22, 1999. On April 23, 1999, the Company announced that, based upon a preliminary count by Harris Trust and Savings Bank, the depositary for the Offer, the Company expects to purchase 3,807,708 Shares at $18.25 per share, which represents all Shares tendered at $18.25 and below. The determination of the actual number of Shares to be purchased is subject to final confirmation and the proper delivery of all of the Shares tendered and not properly withdrawn, including shares tendered pursuant to the guaranteed delivery procedure set forth in the Offer. It is expected that payment for Shares accepted in the Offer will occur as soon as practicable after determination of the final number of Shares properly tendered and not withdrawn. Prior to the offer, the Company had 29,317,091 Shares of common stock outstanding. Assuming the Company's purchases are as expected, the 3,807,708 Shares to be purchased represent approximately 13% of the Company's Shares outstanding immediately prior to the Offer. After purchasing the Shares, the Company will have 25,509,383 Shares of common stock outstanding. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(13) Press Release issued by the Company dated April 23, 1999. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRIARC COMPANIES, INC. By: /s/ BRIAN L. SCHORR ................................... BRIAN L. SCHORR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL Date: April 26, 1999 3 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGES - ----------- -------------------------------------------------------------------------------- -------------- (a)(13) Press Release issued by the Company dated April 23, 1999........................
STATEMENT OF DIFFERENCES ------------------------ The registered trademark symbol shall be expressed as....................... 'r' EX-99 2 EXHIBIT (A)(13) [TRIARC LETTERHEAD] PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: ANNE A. TARBELL TRIARC COMPANIES, INC. 212/451-3030 WWW.TRIARC.COM TRIARC ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER 3.8 MILLION SHARES TO BE PURCHASED AT $18.25 FUTURE STOCK REPURCHASES UNDER REVIEW NEW YORK, NY, APRIL 23, 1999 -- Triarc Companies, Inc. (NYSE: TRY) announced today the preliminary results of its "Dutch Auction" self-tender offer for up to 5.5 million shares of the Company's common stock at a price of not less than $16.25 and not more than $18.25 per share. The offer expired at 5:00 p.m., New York City time on Thursday, April 22, 1999. Based upon a preliminary count by Harris Trust and Savings Bank, the Depositary for the offer, Triarc expects to purchase 3,807,708 shares at $18.25 per share, which represents all shares tendered at $18.25 and below. The determination of the actual number of shares to be purchased is subject to final confirmation and the proper delivery of all of the shares tendered and not properly withdrawn, including shares tendered pursuant to the guaranteed delivery procedure set forth in the offer. It is expected that payment for shares accepted in the offer will occur as soon as practicable after determination of the final number of shares properly tendered and not withdrawn. Prior to the offer, Triarc had 29,317,091 shares of common stock outstanding. Assuming the company's purchases are as expected, the 3,807,708 shares to be purchased represent approximately 13% of the company's shares outstanding immediately prior to the offer. After purchasing the shares, the company will have 25,509,383 shares of common stock outstanding. Triarc also announced that it intends to review the merits of future stock repurchases on the open market, in privately negotiated transactions, through tender offers or otherwise. Any decision to repurchase shares is subject to approval of Triarc's Board of Directors and will only be made if market conditions warrant and if legally permissible. In addition, Triarc continues to evaluate acquisitions, investments and business combinations, with the goal of increasing value for its stockholders. Triarc is a leading premium beverage company (Snapple'r', Mistic'r' and Stewart's'r'), a restaurant franchisor (Arby's'r', T.J. Cinnamons'r' and Pasta Connection'r') and a producer of soft drink concentrates (Royal Crown'r', Diet Rite'r' and Nehi'r'). # # # Notes to Follow Notes 1. There can be no assurance that any repurchases of Triarc stock will be made in the future. 2. There can be no assurance that Triarc will identify and effect any acquisitions or business combinations or, if completed, that such acquisitions and business combinations will be successfully integrated with the Company's operations. EDITOR'S NOTE: Under this tender offer, the price to be paid per share was set by "Dutch Auction," meaning the Company pays only that amount per share which is necessary, within the stated range, in order to secure the number of shares tendered within the parameters established in the Offer. Once the price per share was determined, all stockholders are paid the same amount for each share of stock sold. -----END PRIVACY-ENHANCED MESSAGE-----