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 14, 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 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 have provided
potential lenders with a copy of a presentation dated June 28, 2005 (the "June
28 Lenders' Presentation"). Certain information contained in the June 28
Lenders' Presentation was previously furnished by Triarc in a Current Report on
Form 8-K dated June 28, 2005 (the "June 28 Form 8-K"). Triarc has posted on its
website a copy of the June 28 Lenders' Presentation which includes, as an
appendix thereto, certain reconciliations (that were included in the Exhibits to
the June 28 Form 8-K) of non-GAAP financial information contained in the June 28
Lenders' Presentation (the "Reconciliations"), but which excludes certain pages
of the June 28 Lenders' Presentation that Triarc believes contains non-material,
proprietary information (the June 28 Lenders Presentation, in the form posted on
Triarc's website, the "Lenders Presentation"). The Lenders' Presentation
(including the Reconciliations) may be found under "Presentations" in the "News
and Events" section at www.triarc.com.
Certain information contained in the Lenders' Presentation and
Reconciliations, is subject to adjustment and may differ from the information
that will be filed by Triarc in a subsequent Form 8-K following completion of
the RTM Acquisition in accordance with the relevant Form 8-K rules. The
adjustments used to prepare certain information contained in the Lenders'
Presentation and Reconciliations is based on preliminary estimates and will
likely differ from the adjustments that will be used to prepare the pro forma
financial information that will be 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, and in the Lenders' Presentation
(including the Reconciliations), 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.
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 14, 2005
TRIARC COMPANIES, INC.
By: /s/STUART ROSEN
---------------------
Stuart I. Rosen
Senior Vice President
and Associate General Counsel