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) May 13, 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, New York 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 5. Other Events and Regulation FD Disclosure
On May 13, 2003, Triarc Companies, Inc. (the "Company") issued a press
release announcing its intention to raise $125 million through an offering of
convertible notes to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933 (the "Securities Act"). The press release relating to
the offering is attached as Exhibit 99.1 to this report.
On May 14, 2003, the Company issued a press release relating to the pricing
of the offering of $150 million principal amount (an increase from the $125
million principal amount previously announced) of its 5.0 % Convertible Notes
due 2023 ("Convertible Notes"). In addition, Triarc granted the initial
purchaser an option to purchase an additional $25 million principal amount of
the Convertible Notes. In connection with the sale of the Convertible Notes,
Triarc is repurchasing 1.5 million shares of its Class A Common Stock from the
purchasers of the Convertible Notes for approximately $41.7 million (or $27.80
per share) under the terms of Triarc's previously announced $50 million stock
repurchase program. The press release relating to the pricing of the transaction
is attached as Exhibit 99.2 to this report.
The Convertible Notes and the Class A common stock issuable upon conversion
of the Convertible Notes have not been registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the United
States, absent registration or an applicable exemption from registration
requirements. This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of Triarc Companies, Inc. dated May 13, 2003
99.2 Press release of Triarc Companies, Inc. dated May 14, 2003
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: Brian L. Schorr
---------------------------------
Brian L. Schorr
Executive Vice President and
General Counsel
Dated: May 14, 2003
EXHIBIT INDEX
Exhibit Description
99.1 Press release of Triarc Companies, Inc. dated May 13, 2003
99.2 Press release of Triarc Companies, Inc. dated May 14, 2003
Exhibit 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
(212) 451-3030
www.triarc.com
TRIARC ANNOUNCES PROPOSED OFFERING OF $125 MILLION OF CONVERTIBLE NOTES
New York, NY, May 13, 2003 - Triarc Companies, Inc. (NYSE: TRY) announced
today that, subject to market and other conditions, it intends to sell $125
million principal amount of convertible notes due 2023 ("convertible notes"), to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933 (the "Securities Act"). In addition, Triarc will grant the initial
purchaser an option to purchase an additional $25 million principal amount of
the convertible notes. The convertible notes will be convertible into Triarc
Class A common stock under certain circumstances.
Triarc expects to use a portion of the net proceeds from the offering to
purchase up to one and one-half million shares of Triarc Class A common stock
from purchasers of the convertible notes, at then current market prices,
concurrently with their purchase of such notes. The balance of the net proceeds
from the sale of the convertible notes will be used by Triarc for general
corporate purposes, which may include working capital, repayment of
indebtedness, acquisitions, share repurchases and investments.
The convertible notes and the Class A common stock issuable upon conversion
of the convertible notes, have not been registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the U.S.,
absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such state.
Triarc is a holding company and through its subsidiaries, the franchisor of
the Arby's(R) restaurant system and an operator of approximately 240 Arby's
restaurants located in the United States.
# # #
Note to follow
NOTE TO PRESS RELEASE
This press release contains forward-looking statements regarding the
Company and its financing arrangements, including our expectations that this
offering will be successfully completed consistent with the terms outlined
above. Actual results and developments may differ materially from those
contemplated by these statements depending on, among others, satisfaction of
customary closing conditions, as well as changes in the securities or financial
markets or in general economic conditions, the availability of equity and debt
financing and global political developments. Except as expressly required by
law, the Company disclaims any obligation to update these forward looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.
Exhibit 99.2
For Immediate Release
CONTACT: Anne A. Tarbell
(212) 451-3030
www.triarc.com
TRIARC PRICES $150 MILLION OF CONVERTIBLE NOTES
New York, NY, May 14, 2003 - Triarc Companies, Inc. (NYSE: TRY) announced
today that it has priced an offering of $150 million principal amount (an
increase from the $125 million principal amount previously announced) of 5%
convertible notes due 2023 ("convertible notes") to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities
Act"). Triarc has also granted the initial purchaser an option to purchase an
additional $25 million principal amount of the convertible notes.
These notes are convertible into Triarc Class A common stock under certain
circumstances at a conversion rate of 25 shares per $1,000 principal amount of
the notes (equal to a conversion price of $40.00 per share of Triarc Class A
common stock), subject to adjustment in certain circumstances. This represents a
conversion premium of approximately 44 percent over Triarc's closing stock price
of $27.80 on May 13, 2003. Triarc may not redeem the convertible notes prior to
May 20, 2010, after which time Triarc may redeem the notes at 100% of their
principal amount plus accrued and unpaid interest, if any.
In connection with the sale of the convertible notes, Triarc is
repurchasing 1.5 million shares of Triarc Class A common stock from purchasers
of the convertible notes for approximately $41.7 million (or $27.80 per share)
under the terms of Triarc's previously announced $50 million stock repurchase
program. The balance of the net proceeds from the sale of the convertible notes
will be used by Triarc for general corporate purposes, which may include working
capital, repayment of indebtedness, acquisitions, share repurchases and
investments.
The closing of the sale of the convertible notes and the purchase of the
Class A common stock is subject to certain conditions and is currently expected
to occur on May 19, 2003.
The convertible notes and the Class A common stock issuable upon conversion
of the convertible notes have not been registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the U.S.,
absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such state.
Triarc is a holding company and through its subsidiaries, the franchisor of
the Arby's(R) restaurant system and an operator of approximately 240 Arby's
restaurants located in the United States.
# # #
Note to Follow
NOTE TO PRESS RELEASE
This press release contains forward-looking statements regarding the
Company and its financing arrangements, including our expectations that this
offering will be successfully completed in a manner consistent with the terms
outlined above. Actual results and developments may differ materially from those
contemplated by these statements depending on, among others, satisfaction of
customary closing conditions, as well as changes in the securities or financial
markets or in general economic conditions, the availability of equity and debt
financing and global political developments. Except as expressly required by
law, the Company disclaims any obligation to update these forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.