UNITED STATES
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) June 15, 2001
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
280 Park Avenue
New York, NY 10017
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former name or former address, (Zip Code)
if changed since last report)
Item 9. Regulation FD Disclosure.
The information in this Report is being furnished, not filed, pursuant to
Regulation FD. The information in this Report shall not be incorporated by
reference into any registration statement pursuant to the Securities Act of
1933, as amended. The furnishing of the information in this Report is not
intended to, and does not, constitute a determination or admission that the
information in this Report is material, or that investors should consider this
information before making an investment decision with respect to any security of
Triarc Companies, Inc. ("Triarc").
Triarc and a subsidiary of Cadbury Schweppes, plc ("Cadbury") have
completed an election under Section 338(h)(10) of the United States Internal
Revenue Code to treat certain portions of the sale of the Snapple Beverage Group
as an asset sale in lieu of a stock sale. Triarc received a payment from Cadbury
of $200,000,000 plus an additional $8,284,100 of interest for making such an
election. Triarc paid approximately $145,000,000 of additional federal and state
income taxes, including interest, upon making this election. As of April 1,
2001, reflecting pro forma adjustments for the above payments, Triarc and its
subsidiaries would have had approximately $700,000,000 of cash, cash equivalents
and investments, of which approximately $30,000,000 of investments are
classified as non-current.
In its Quarterly Report on Form 10-Q for the fiscal quarter ended April 1,
2001, Triarc estimated that it would incur between approximately $165,000,000
and $175,000,000 of income taxes as a result of this election, of which between
approximately $140,000,000 and $150,000,000 would be currently payable. Triarc
expects to finalize its tax liability with respect to this election in the 3rd
quarter of 2001 and believes that any additional taxes that may be currently
payable as a result of this election would not exceed expected offsets against
taxes otherwise payable in 2001 or refunds of taxes that would be received in
2002. Triarc now estimates that it will report income from discontinued
operations of approximately $30,000,000 to $40,000,000, including net interest
of approximately $5,000,000, upon realization.
Special Note Regarding Forward-Looking Statements
The statements in this Report that are not historical facts, including,
most importantly, information concerning possible or assumed future results of
operations of Triarc and its subsidiaries (collectively, "the Company") and
statements preceded by, followed by, or that include the words "may",
"believes", "expects", "anticipates" or the negation thereof, or similar
expressions, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). For those
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Reform Act. These forward-looking statements are
based on our expectations and are susceptible to a number of risks,
uncertainties and other factors and our actual results, performance and
achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, the following:
o Competition, including product and pricing pressures;
o Success of operating initiatives;
o The ability to attract and retain franchisees;
o Development and operating costs;
o Advertising and promotional efforts;
o Brand awareness;
o The existence or absence of positive or adverse publicity;
o Market acceptance of new product offerings;
o New product and concept development by competitors;
o Changing trends in customer tastes and demographic patterns;
o Availability, location and terms of sites for restaurant development by
franchisees;
o The ability of franchisees to open new restaurants in accordance
with their development commitments, including the ability of
franchisees to finance restaurant development;
o The performance by material suppliers of their obligations under their
supply agreements with franchisees;
o Changes in business strategy or development plans;
o Quality of the Company's and franchisees' management;
o Availability, terms and deployment of capital;
o Business abilities and judgment of the Company's and franchisees'
personnel;
o Availability of qualified personnel to the Company and to franchisees;
o Labor and employee benefit costs;
o Availability and cost of raw materials, ingredients and supplies and
the potential impact on franchise royalties and franchisees'
restaurant level sales that could arise from interruptions in the
distribution of supplies of food and other products to franchisees;
o General economic, business and political conditions in the countries
and territories where franchisees operate;
o Changes in, or failure to comply with, government regulations,
including franchising laws, accounting standards, environmental laws
and taxation requirements;
o The costs, uncertainties and other effects of legal and administrative
proceedings;
o The impact of general economic conditions on consumer spending; and
o Other risks and uncertainties which are difficult or impossible to
predict accurately and many of which are beyond our control.
We will not undertake and specifically decline any obligation to publicly
release the results 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 anticipated or unanticipated events. In
addition, it is our policy generally not to make any specific projections as to
future earnings, and we do not endorse any projections regarding future
performance that may be made by third parties.
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: STUART I. ROSEN
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Stuart I. Rosen
Senior Vice President
and Associate General Counsel
Dated: June 15, 2001
EXHIBIT INDEX
Exhibit
No.
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