UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 8, 2005
TRIARC COMPANIES, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-2207 38-0471180
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
280 Park Avenue
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
The information in this Report, including the exhibit hereto, 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 "Securities Act"). 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" or the
"Company), Arby's Restaurant Group, Inc. ("ARG") or its subsidiary Arby's, LLC.
As previously announced, ARG and Arby's Restaurant Holdings, LLC, an
indirect wholly owned subsidiary of Triarc ("ARH" and, together with ARG, the
"Borrowers"), entered into a Commitment Letter, dated as of May 27, 2005 (the
"Commitment Letter") with Citicorp North America, Inc., Citigroup Global Markets
Inc., Bank of America, N.A., Banc of America Securities LLC and Credit Suisse
(collectively, the "Lenders") relating to a $700 million senior secured credit
facility consisting of a $600 million Senior Term Loan B Facility and a $100
million Senior Revolving Credit Facility (with a $30 million subfacility for
letters of credit) (the "Bank Financing") to be made available by the Lenders to
the Borrowers to be used in connection with the acquisition of the RTM
Restaurant Group ("RTM") (the "RTM Acquisition"), the payment of certain related
fees and expenses and other corporate purposes.
In connection with the Bank Financing, the Borrowers intend to provide
potential lenders with ARG's unaudited pro forma condensed consolidated balance
sheet as of April 3, 2005 (the "Pro Forma Balance Sheet"), a copy of which is
being furnished herewith as Exhibit 99.1.
The Pro Forma Balance Sheet is derived from the unaudited consolidated
financial statements of ARG and the preliminary unaudited combined financial
statements (which are subject to further change and/or adjustment) of RTM and is
being furnished for purposes of Regulation FD disclosure. Triarc will file,
among other things, pro forma financial information following completion of the
RTM Acquisition as required by the relevant Form 8-K rules. The Pro Forma
Balance Sheet that is being provided to potential lenders and furnished
herewith, is subject to adjustments and may differ from the information that
will be filed following completion of the RTM Acquisition. The adjustments used
to prepare the Pro Forma Balance Sheet are based on preliminary estimates and
will likely differ from the adjustments that will be included in the pro forma
financial information that is included in the subsequent Form 8-K. No assurances
can be given that the RTM Acquisition will be consummated. If the RTM
Acquisition is consummated, actual results may vary materially from the
expectations contained herein.
The statements in this Form 8-K, including Exhibit 99.1, concerning
possible or assumed future results of operations of Triarc, ARG, Arby's, LLC or
RTM and statements preceded by, followed by, or that include the words "may,"
"believes," "plans," "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"). All
statements that address operating performance, events or developments that are
expected or anticipated to occur in the future, including statements relating to
revenue growth, earnings per share growth or statements expressing general
optimism about future operating results, are forward-looking statements within
the meaning of the Reform Act. These forward-looking statements are based on our
current expectations, speak only as of the date of this Form 8-K and are
susceptible to a number of risks, uncertainties and other factors. Our actual
results, performance and achievements, and those of ARG, Arby's, LLC or RTM may
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements. For those statements, we claim
the protection of the safe harbor for forward-looking statements contained in
the Reform Act. Many important factors could affect such future results and
could cause those results to differ materially from those expressed in the
forward-looking statements contained herein. Such factors include, but are not
limited to, the following:
o competition, including pricing pressures and the potential impact of
competitors' new units on sales by Arby's(R) restaurants;
o consumers' perceptions of the relative quality, variety and value of
the food products the Company offers;
o success of operating initiatives;
o development costs;
o advertising and promotional efforts;
o brand awareness;
o the existence or absence of positive or adverse publicity;
o new product and concept development by the Company and its
competitors, and market acceptance of such new product offerings and
concepts;
o changes in consumer tastes and preferences, including changes
resulting from concerns over nutritional or safety aspects of beef,
poultry, french fries or other foods or the effects of food-borne
illnesses such as "mad cow disease" and avian influenza or "bird flu";
o changes in spending patterns and demographic trends;
o the business and financial viability of key franchisees;
o the timely payment of franchisee obligations due to the Company;
o availability, location and terms of sites for restaurant development
by the Company and its franchisees;
o the ability of the Company's franchisees to open new restaurants in
accordance with their development commitments, including the ability
of franchisees to finance restaurant development;
o delays in opening new restaurants or completing remodels;
o anticipated or unanticipated restaurant closures by the Company and
its franchisees;
o the Company's ability to identify, attract and retain potential
franchisees with sufficient experience and financial resources to
develop and operate Arby's restaurants;
o changes in business strategy or development plans, and the willingness
of the Company's franchisees to participate in its strategy;
o business abilities and judgment of the Company's and its franchisees'
management and other personnel;
o availability of qualified restaurant personnel to the Company and to
its franchisees;
o the Company's ability, if necessary, to secure alternative
distribution of supplies of food, equipment and other products to
Arby's restaurants at competitive rates and in adequate amounts, and
the potential financial impact of any interruptions in such
distribution;
o changes in commodity (including beef), labor, supplies and other
operating costs and availability and cost of insurance;
o adverse weather conditions;
o availability, terms (including changes in interest rates) and
deployment of capital;
o changes in legal or self-regulatory requirements, including
franchising laws, accounting standards, environmental laws, overtime
rules, minimum wage rates and taxation rates;
o the costs, uncertainties and other effects of legal, environmental and
administrative proceedings;
o the impact of general economic conditions on consumer spending or
securities investing, including a slower consumer economy and the
effects of war or terrorist activities;
o the Company's ability to identify appropriate acquisition targets in
the future and to successfully integrate any future acquisitions into
its existing operations; and
o other risks and uncertainties affecting the Company referred to in its
Annual Report on Form 10-K for the fiscal year ended January 2, 2005
(see especially "Item 1. Business--Risk Factors" and "Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations") and in its other current and periodic filings
with the Securities and Exchange Commission, all of which are
difficult or impossible to predict accurately and many of which are
beyond the Company's control.
All future written and oral forward-looking statements attributable to us
or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to above. New risks and
uncertainties arise from time to time, and it is impossible for us to predict
these events or how they may affect us. We assume no obligation to update any
forward-looking statements after the date of this Form 8-K as a result of new
information, future events or developments, except as required by federal
securities laws. 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.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The exhibit referred to below relates to information furnished under Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Exhibit No. Description
99.1 Pro Forma Balance Sheet (as defined above)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Triarc
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: July 8, 2005
TRIARC COMPANIES, INC.
By:/s/STUART ROSEN
-------------------------
Stuart I. Rosen
Senior Vice President
and Associate General Counsel
EXHIBIT INDEX
Exhibit Description
99.1 Pro Forma Balance Sheet (as defined above)