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) September 23, 2003
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.
On September 23, 2003, Triarc Companies, Inc. issued a press release
pursuant to which it suggested a formula for stockholders to use in allocating
their tax basis in Triarc's Class A Common Stock to their Class A Common Stock
and Class B Common Stock, Series 1 as a result of the September 4, 2003
distribution of the special stock dividend declared by Triarc's Board of
Directors on August 11, 2003 and payable to stockholders of record on August 21,
2003. A copy of the press release is attached to this Current Report on Form 8-K
as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the exhibit,
is furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities under that Section. Furthermore, the information in this Current
Report on Form 8-K, including the exhibit, shall not be deemed to be
incorporated by reference into the filings of Triarc Companies, Inc. under the
Securities Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its 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: September 24, 2003
EXHIBIT INDEX
Exhibit
Number Description of Document
99.1 Press release dated September 23, 2003.
Exhibit 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
(212) 451-3030
www.triarc.com
TRIARC SUGGESTS FORMULA FOR ALLOCATING TAX BASIS BETWEEN
CLASS A AND CLASS B COMMON STOCK
New York, NY, September 23, 2003 -- Triarc Companies, Inc. (NYSE: TRY)
announced today a suggested formula for stockholders to use in allocating their
tax basis in Triarc Class A Common Stock (NYSE: TRY) to their Triarc Class A
Common Stock and Triarc Class B Common Stock, Series 1 (NYSE: TRY.B) as a result
of the September 4, 2003 distribution of the special stock dividend of two
shares of Class B Common Stock for each share of Class A Common Stock to
stockholders of record on August 21, 2003.
Triarc has been advised by its U.S. tax counsel, Paul, Weiss, Rifkind,
Wharton & Garrison LLP, that one permissible method of allocating tax basis is
to compare the value of one share of Class A Common Stock, and the value of two
shares of Class B Common Stock, to the combined value of such shares of Class A
Common Stock and Class B Common Stock, valuing shares of each class on the basis
of the mean of the high and low reported sale price of shares of that class on
September 5, 2003, the first day on which shares of the two classes traded
separately in regular way trading on the New York Stock Exchange ($9.74 per
share of Class A Common Stock and $11.00 per share of Class B Common Stock).
This method results in the following tax basis allocation:
Triarc Class A Common Stock: 30.69%
Triarc Class B Common Stock: 69.31%
Fifty percent (50%) of the aggregate amount allocated to the two shares of
Class B Common Stock distributed with respect to each share of Class A Common
Stock should be further allocated to each such share of Class B Common Stock.
Triarc said it had also been advised that although this is one permissible
method of allocating tax basis, it may not be the only possible way to allocate
tax basis. Accordingly, every stockholder should consult with their own tax
advisors as to the appropriate allocation of tax basis between the Class A
Common Stock and Class B Common Stock received in the distribution.
Triarc is a holding company and through its subsidiaries, the franchisor of
the Arby's(R) restaurant system and, as of June 29, 2003, an operator of 238
Arby's restaurants located in the United States.
# # #
Note to Follow
NOTE TO PRESS RELEASE
The statements in this press release that are not historical facts,
including, most importantly, information concerning possible or assumed future
results of operations of Triarc Companies, Inc. and its subsidiaries
(collectively, "Triarc" or 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"). All statements which 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 of
the date of this press release and are susceptible to a number of risks,
uncertainties and other factors. Our actual results, performance and
achievements 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 our
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: competition, including pricing
pressures, the potential impact of competitors' new units on sales by Arby's(R)
restaurants and consumers' perceptions of the relative quality, variety and
value of the food products offered; success of operating initiatives;
development and operating costs; advertising and promotional efforts; brand
awareness; the existence or absence of positive or adverse publicity; market
acceptance of new product offerings; new product and concept development by
competitors; changing trends in consumer tastes and preferences (including
changes resulting from health or safety concerns with respect to the consumption
of beef, french fries or other foods or the effects of food-borne illnesses) and
in spending and demographic patterns; the business and financial viability of
key franchisees; availability, location and terms of sites for restaurant
development by the Company and its franchisees; the ability of franchisees to
open new restaurants in accordance with their development commitments, including
the ability of franchisees to finance restaurant development; delays in opening
new restaurants or completing remodels; anticipated or unanticipated restaurant
closures by the Company and its franchisees; the ability to identify, attract
and retain potential franchisees with sufficient experience and financial
resources to develop and operate Arby's restaurants; changes in business
strategy or development plans; quality of the Company's and franchisees'
management; availability, terms (including changes in interest rates) and
deployment of capital; business abilities and judgment of the Company's and
franchisees' personnel; availability of qualified personnel to the Company and
to franchisees; labor and employee benefit costs; availability and cost of
energy, raw materials, ingredients and supplies; the potential impact that
interruptions in the distribution of supplies of food and other products to
Arby's restaurants could have on sales at Company-owned restaurants and the
royalties that Arby's receives from franchisees; availability and cost of
workers' compensation and general liability premiums and claims experience;
changes in national, regional and local economic, market, business or political
conditions in the countries and other territories in which the Company and its
franchisees operate; changes in government regulations, including franchising
laws, accounting standards, environmental laws, minimum wage rates and taxation
requirements; the costs, uncertainties and other effects of legal, environmental
and administrative proceedings; the impact of general economic conditions on
consumer spending, including a slower consumer economy and the effects of war or
terrorist activities; adverse weather conditions; and other risks and
uncertainties affecting the Company and its subsidiaries detailed in the
Company's Form 10-K for the fiscal year ended December 29, 2002 (see especially
"Item 1. Business-Risk Factors" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations"), and in our 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 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.