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 19, 2005
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-2207 38-0471180
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(Commission File Number) (IRS Employer Identification No.)
280 PARK AVENUE
NEW YORK, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
NOT APPLICABLE
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(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 exhibits 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 senior secured credit facility (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 (i) the unaudited RTM financial statements listed
below (the "Unaudited RTM Financial Statements") and (ii) the audited RTM
financial statements listed below (the "Audited RTM Financial Statements").
The Unaudited RTM Financial Statements include the following:
o Audited Combined Balance Sheet as of May 30, 2004 and
Unaudited Combined Balance Sheet as of March 6, 2005;
o Unaudited Combined Statements of Operations for the
forty weeks ended February 29, 2004 and March 6,
2005;
o Audited Combined Statement of Net Capital Deficiency
for the fiscal year ended May 30, 2004 and Unaudited
Statement of Net Capital Deficiency for the forty
weeks ended March 6, 2005;
o Unaudited Combined Statements of Cash Flows for the
forty weeks ended February 29, 2004 and March 6,
2005; and
o Notes to Unaudited Combined Financial Statements for
the forty weeks ended March 6, 2005.
The Unaudited RTM Financial Statements are included in Exhibit
99.1 hereto.
The Audited RTM Financial Statements include the following:
o Independent Auditors' Report;
o Audited Restated Combined Balance Sheets as of May
25, 2003 and May 30, 2004;
o Audited Restated Combined Statements of Operations
for the fiscal years ended May 26, 2002, May 25, 2003
and May 30, 2004;
o Audited Restated Combined Statements of Net Capital
Deficiency for the fiscal years ended May 26, 2002,
May 25, 2003 and May 30, 2004;
o Audited Restated Combined Statements of Cash Flows
for the fiscal years ended May 26, 2002, May 25, 2003
and May 30, 2004; and
o Notes to Audited Restated Combined Financial
Statements for the fiscal years ended May 26, 2002,
May 25, 2003 and May 30, 2004.
The Audited RTM Financial Statements are included in Exhibit 99.2
hereto.
The foregoing Unaudited RTM Financial Statements are unaudited
combined financial statements of RTM and are being furnished for purposes of
Regulation FD disclosure. The foregoing Audited RTM Financial Statements are
audited combined financial statements of RTM and are being furnished for
purposes of Regulation FD disclosure. Triarc will file financial statements and
pro forma financial information following completion of the RTM Acquisition as
required by the relevant Form 8-K rules. The Unaudited RTM Financial Statements
that are being provided to potential lenders and furnished herewith are subject
to adjustments and may differ from the information that will be filed following
completion of the RTM Acquisition. 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 in Exhibit 99.1 and
Exhibit 99.2 and other information 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 exhibits referred to below relate 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 they 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
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99.1 Unaudited RTM Financial Statements (as defined
above)
99.2 Audited RTM Financial Statements (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 19, 2005
TRIARC COMPANIES, INC.
By: /s/ Stuart I. Rosen
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Name: Stuart I. Rosen
Title: Senior Vice President
and Secretary