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): June 28, 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 $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 the ARG
financial statements listed below (the "ARG Financial Statements").
The ARG Financial Statements include the following:
o Audited Consolidated Balance Sheets as of December 28, 2003
and January 2, 2005;
o Audited Consolidated Income Statements for the fiscal years
ended December 29, 2002, December 28, 2003 and January 2,
2005;
o Audited Consolidated Statements of Stockholders' Deficit for
the fiscal years ended December 29, 2002, December 28, 2003
and January 2, 2005;
o Audited Consolidated Statements of Cash Flows for the fiscal
years ended December 29, 2002, December 28, 2003 and January
2, 2005;
o Notes to Consolidated Financial Statements for ARG's 2002,
2003 and 2004 fiscal years; and
o Independent Auditors' Report.
The foregoing ARG Financial Statements are being furnished for
purposes of Regulation FD disclosure. Triarc will file audited historical
consolidated financial statements of ARG following completion of the RTM
Acquisition as required by the relevant Form 8-K rules. 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
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 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
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99.1 ARG 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: June 28, 2005
TRIARC COMPANIES, INC.
By: /s/ Francis T. McCarron
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Name: Francis T. McCarron
Title: Executive Vice President
and Chief Financial Officer