Wendy's Co – ‘10-K’ for 1/3/99

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Triarc Companies, Inc. Form 10-K                     151±   745K 
 2: EX-27       FDS 27.1                                               2±     8K 
 3: EX-27       FDS 27.2                                               2±    11K 
 4: EX-27       FDS 27.3                                               2±     9K 

10-K   —   Triarc Companies, Inc. Form 10-K
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10-K
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    TRIARC COMPANIES, INC.
     FORM 10-K
     FOR THE FISCAL YEAR ENDED
     JANUARY 3, 1999

--------------------------------------------------------------------------------

      SECURITIES AND EXCHANGE COMMISSION
       WASHINGTON, D.C.  20549

     FORM 10-K
(MARK ONE)                                                                      
(X)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                     

FOR THE FISCAL YEAR ENDED JANUARY 3, 1999.                      

    OR

(  )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES     
EXCHANGE ACT OF 1934                                                            

FOR THE TRANSITION PERIOD FROM _____________ TO ______________. 

     COMMISSION FILE NUMBER 1-2207
    ------------------------

    TRIARC COMPANIES, INC.

    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    ------------------------

   DELAWARE                                   38-0471180
  (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

280 PARK AVENUE                                                 
NEW YORK, NEW YORK                                10017         
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)    

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 451-3000
              ------------------------
     SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                           NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                        ON WHICH REGISTERED  
--------------------------------------------------------------------------------
  CLASS A COMMON STOCK, $.10 PAR VALUE       NEW YORK STOCK EXCHANGE

     SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

    NONE

        Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.                                       
Yes [x] No [ ]                                                                  

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]                                                

        The aggregate market value of the outstanding shares of the registrant's
Class A Common Stock (the only class of the registrant's voting securities) held
by non-affiliates  of the registrant was approximately  $288,807,069 as of March
15, 1999. There were 23,320,629 shares of the registrant's  Class A Common Stock
and 5,997,622 shares of the registrant's  Class B Common Stock outstanding as of
March 15, 1999.                                                                 

     DOCUMENTS INCORPORATED BY REFERENCE

        Part III of this 10-K  incorporates  information  by  reference  from an
amendment  hereto or to the registrant's  definitive proxy statement,  in either
case which will be filed no later than 120 days after January 3, 1999.          

--------------------------------------------------------------------------------

    PART I

     SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

    Certain  statements  in this Annual  Report on Form 10-K (this "Form 10-K"),
including  statements  under  "Item  1.  Business"  and  "Item  7.  Management's
Discussion and Analysis of Financial  Condition and Results of Operations," that
are not historical facts, including most importantly,  those 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").  Such   forward-looking
statements  involve risks,  uncertainties  and other factors which may cause the
actual results,  performance or achievements of Triarc Companies, Inc. ("Triarc"
or the  "Company")  and its  subsidiaries  to be materially  different  from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such factors include,  but are not limited to, the
following:  competition,  including  product and pricing  pressures;  success of
operating initiatives; the ability to attract and retain customers;  development
and operating costs;  advertising and promotional efforts; brand awareness;  the
existence  or absence of adverse  publicity;  market  acceptance  of new product
offerings;  new product and concept development by competitors;  changing trends
in customer tastes;  the success of multi-branding;  availability,  location and
terms of  sites  of  restaurant  development  by  franchisees;  the  ability  of
franchisees  to open  new  restaurants  in  accordance  with  their  development
commitments;  the performance by material  customers of their  obligations under
their purchase  agreements;  changes in business strategy or development  plans;
quality of management;  availability,  terms and deployment of capital; business
abilities and judgment of personnel;  availability of qualified personnel; labor
and employee benefit costs; availability and cost of raw materials and supplies;
the success of the Company in identifying systems and programs that are not Year
2000  compliant;  unexpected  costs  associated with Year 2000 compliance or the
business  risk  associated  with Year 2000  non-compliance  by customers  and/or
suppliers;  general economic, business and political conditions in the countries
and  territories  in which the Company  operates,  including the ability to form
successful strategic business alliances with local participants;  changes in, or
failure to comply with, government  regulations (including accounting standards,
environmental  laws and taxation  requirements);  regional  weather  conditions;
changes in wholesale  propane  prices;  the costs and other effects of legal and
administrative  proceedings;  the  impact  of  general  economic  conditions  on
consumer  spending;  and other risks and uncertainties  referred to in this Form
10-K and other  current  and  periodic  filings by Triarc and  National  Propane
Partners,  L.P. with the  Securities  and Exchange  Commission.  Triarc will not
undertake  and  specifically  declines any  obligation  to publicly  release the
result 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
Triarc's  policy  generally  not to make any specific  projections  as to future
earnings,   and  Triarc  does  not  endorse  any  projections  regarding  future
performance that may be made by third parties.                                  

Item 1.    Business.                                                            

INTRODUCTION                                                                    

     Triarc is predominantly a holding company which,  through its subsidiaries,
is a leading premium beverage company, a restaurant  franchisor and a soft drink
concentrates producer. Our premium beverage operations are conducted through the
Triarc  Beverage  Group  ("TBG",   which  consists  of  Snapple  Beverage  Corp.
("Snapple"),  Mistic Brands, Inc. ("Mistic") and Cable Car Beverage  Corporation
("Cable Car").  The restaurant  operations are conducted  through  Arby's,  Inc.
(d/b/a Triarc  Restaurant  Group)  ("Arby's"),  the  franchisor of the Arby's(R)
restaurant  system.  The soft drink  concentrates  business is conducted through
Royal Crown Company,  Inc.  ("Royal  Crown").  Snapple is a leading marketer and
distributor  of premium  beverages in the United  States.  Arby's is the world's
largest restaurant system specializing in slow-roasted roast beef sandwiches and
according  to  Nation's   Restaurant  News,  the  tenth  largest  quick  service
restaurant chain in the United States, based on 1997 domestic systemwide sales. 

    In  addition,  we have an equity  interest in the  liquefied  petroleum  gas
business through National Propane Corporation ("National Propane"), the managing
general partner of National Propane Partners,  L.P. (the  "Partnership") and its
operating  subsidiary  partnership,   National  Propane,  L.P.  (the  "Operating
Partnership").  For  information  regarding the revenues,  operating  profit and
identifiable  assets for our  businesses  for the fiscal  year ended  January 3,
1999, see "Item 7. Management's  Discussion and Analysis of Financial  Condition
and Results of Operations" and Note 24 to the Consolidated  Financial Statements
of  Triarc  Companies,   Inc.  and  Subsidiaries  (the  "Consolidated  Financial
Statements").                                                                   

      Our  corporate   predecessor   was   incorporated  in  Ohio  in  1929.  We
reincorporated  in Delaware,  by means of a merger,  in June 1994. Our principal
executive  offices are located at 280 Park Avenue,  New York, New York 10017 and
our telephone number is (212) 451-3000. Our website address is: www.triarc.com. 

BUSINESS STRATEGY                                                               

    The key elements of our business strategy include (i) focusing our resources
on our consumer products businesses -- beverages and restaurants,  (ii) building
strong operating management teams for each of the businesses and (iii) providing
strategic  leadership and financial  resources to enable the management teams to
develop and implement specific, growth-oriented business plans.                 

    The senior operating officers of our businesses have implemented  individual
plans focused on  increasing  revenues and improving  operating  efficiency.  In
addition,  we  continuously  evaluate and hold  discussions  with third  parties
regarding  various  acquisitions  and  business   combinations  to  augment  our
businesses. The implementation of this business strategy may result in increases
in expenditures for, among other things,  acquisitions and, over time, marketing
and advertising.  See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."  It is our policy to publicly  announce an
acquisition or business combination only after an agreement with respect to such
acquisition has been reached.                                                   

WITHDRAWAL OF GOING PRIVATE PROPOSAL; DUTCH AUCTION TENDER OFFER                

    On October 12, 1998,  we announced  that our Board of Directors had formed a
Special  Committee to evaluate a proposal we had received  from Nelson Peltz and
Peter W. May, the Chairman and Chief  Executive  Officer and the  President  and
Chief Operating Officer,  respectively, of the Company for the acquisition by an
entity to be formed by them of all of the outstanding  shares of common stock of
the  Company  (other  than the  approximately  6.0  million  shares  owned by an
affiliate  of Messrs.  Peltz and May) for  $18.00 per share  payable in cash and
securities  (the "Proposed  Going Private  Transaction").  On March 10, 1999, we
announced  that we had been  advised  by  Messrs.  Peltz  and May that  they had
withdrawn the Proposed Going Private Transaction  effective  immediately because
they did not believe that it was in the best  interests of our  stockholders  at
that  time.  On  that  date  we also  announced  that  our  Board  of  Directors
unanimously  approved  a  tender  offer  for up to  5.5  million  shares  of the
Company's Common Stock at a price of not less than $16 1/4 and not more than $18
1/4 per share, pursuant to a "Dutch Auction."                                   

    The tender offer  commenced on March 12, 1999.  The tender offer,  proration
period and withdrawal  rights will expire at 12:00 midnight,  New York City time
on April 13, 1999, unless the tender offer is extended.                         

    The tender  offer is subject to various  terms and  conditions  described in
offering  materials  that  were  mailed  on or  about  March  12,  1999  to  our
shareholders  of record as of March 10, 1999. The tender offer is conditioned on
3,500,000 shares of Common Stock being tendered, unless we waive this condition.

    Wasserstein Perella & Co., Inc. is  acting  as Dealer Manager for the  offer
and Georgeson & Company Inc. is serving as Information Agent.                   

RECENT ACQUISITIONS                                                             

   On  February  26,  1999,  Snapple  acquired  Millrose   Distributors,  Inc.
("Millrose") for  $17.25  million  in cash, subject to adjustment.  Prior to the
acquisition,   Millrose   was  the  largest  non-company  owned  distributor  of
Snapple(R) products and  the  second largest distributor of Stewarts(R) products
in the United States. Millrose's distribution territory, which includes parts of
New Jersey,  is  contiguous  to  that  of Mr. Natural, Inc. ("Mr. Natural"), our
company-owned  New  York  City  and  Westchester  County  distributor.  In 1998,
Millrose had net sales of approximately $39 million.                            

REFINANCING OF SUBSIDIARY INDEBTEDNESS                                          

     On February 25, 1999 our  subsidiaries  completed  the sale of $300 million
principal amount 10 1/4% senior  subordinated  notes due 2009,  pursuant to Rule
144A of the  Securities  Act and  concurrently  entered  into a new $535 million
senior secured credit facility.                                                 

    In addition,  on such date our subsidiary RC/Arby's  Corporation delivered a
notice of  redemption  to holders of its $275  million  principal  amount 9 3/4%
senior secured notes due 2000 (the "RC/Arby's  Notes").  The redemption occurred
on March 30, 1999 at a  redemption  price of 102.786% of the  principal  amount,
plus accrued and unpaid interest.                                               

    Both financings were issued through our new wholly-owned subsidiary,  Triarc
Consumer  Products  Group,  LLC  ("Triarc  Consumer  Products  Group")  and  its
subsidiaries. Triarc Consumer Products Group owns our premium beverage (Snapple,
Mistic(R) and Stewart's),  restaurant franchising (Arby's, T.J. Cinnamons(R) and
Pasta Connection(TM)) and soft drink concentrates (Royal Crown(R),  Diet Rite(R)
and Nehi(R)) businesses.                                                        

    Triarc Consumer Products Group has used the net proceeds from the financings
to: (a) redeem the RC/Arby's Notes (approximately $287.1 million); (b) refinance
the Triarc Beverage  Group's credit facility  ($284.3 million  principal  amount
outstanding);  (c) pay for the  acquisition  of  Millrose  (approximately  $17.3
million);  (d) pay customary fees and expenses  (approximately $28 million); and
(e) fund a distribution to Triarc with the remaining  proceeds.  We will use the
distribution for general corporate purposes,  which may include working capital,
future acquisitions and investments, repayment or refinancing of indebtedness or
restructurings  or  repurchases of our  securities,  including the Dutch Auction
tender offer described above.                                                   

    The notes issued pursuant to the private  placement have not been registered
under the  Securities  Act, and may not be offered or sold in the United  States
absent registration or an applicable  exemption from registration  requirements.
Triarc  Consumer  Products Group is obligated to cause a registration  statement
with  respect to a registered  exchange  offer or with respect to resales of the
notes to be declared effective no later than August 24, 1999. This Annual Report
on Form 10-K shall not  constitute  an offer to sell or the  solicitation  of an
offer  to buy,  nor  shall  there  be any  sale of the  notes  in any  state  or
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to  registration  or  qualification  under the  securities  laws of any state or
jurisdiction.                                                                   

ISSUANCE OF ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES                     

     On February 9, 1998 we sold $360  million  principal  amount at maturity of
Zero Coupon Convertible  Subordinated  Debentures due 2018 (the "Debentures") to
Morgan Stanley & Co. Incorporated  ("Morgan Stanley"),  as the initial purchaser
for an offering to "qualified  institutional buyers" (as defined under Rule 144A
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"))  in
compliance  with Rule 144A. The Debentures  were issued at a discount of 72.177%
from  the  principal  amount  thereof  payable  at  maturity.  The  issue  price
represented  a yield to maturity of 6.5% per annum  (computed  on a  semi-annual
bond equivalent basis). The net proceeds from the sale of the Debentures,  after
deducting  placement  fees and  expenses of  approximately  $4.0  million,  were
approximately  $96.2 million.  The Debentures are convertible into shares of our
Class A Common Stock at a conversion  rate of 9.465 shares per $1,000  principal
amount  at  maturity,   which   represents  an  initial   conversion   price  of
approximately  $29.40  per share of Common  Stock.  The  conversion  price  will
increase  over  the  life of the  Debentures  at 6.5% per  annum  computed  on a
semi-annual bond equivalent  basis. The conversion of all of the Debentures into
our Class A Common  Stock  would  result in the  issuance of  approximately  3.4
million shares of Class A Common Stock.  We may not redeem the Debentures  prior
to February 9, 2003, but we may redeem the Debentures at any time thereafter. In
connection  with the sale of the  Debentures,  we purchased  from Morgan Stanley
1,000,000 shares of our Class A Common Stock for approximately $25.6 million.   

SALE OF NATIONAL PROPANE PARTNERS, L.P.                                         

    On  April  5,  1999,  the  Partnership  and  Columbia  Propane   Corporation
("Columbia"), a subsidiary of Columbia Energy Group, signed an agreement whereby
Columbia would acquire the outstanding general and limited partnership interests
in the  Partnership.  Consummation  of the acquisition is subject to a number of
conditions.  See  "Item 1. --  Business  --  Liquefied  Petroleum  Gas -- Recent
Developments."                                                                  

FISCAL YEAR                                                                     

    Effective January 1, 1997, we adopted a 52/53 week fiscal convention for the
Company and each  subsidiary  (other than National  Propane)  whereby our fiscal
year will end each year on the Sunday  that is closest  to  December  31 of such
year.  Each  fiscal  year  generally  will be  comprised  of four 13 week fiscal
quarters,  although in some years the fourth  quarter  will  represent a 14 week
period.                                                                         

BUSINESS SEGMENTS                                                               

    Snapple,  Mistic,  and Cable Car conduct our  premium  beverage  operations,
Royal Crown conducts our soft drink concentrate operations,  and Arby's conducts
our franchise restaurant operations.                                            

   PREMIUM BEVERAGES (SNAPPLE, MISTIC AND STEWART'S)

    Through Snapple,  Mistic and Cable Car, we are a leader in the approximately
$3.0 billion wholesale premium beverage market.  According to A.C. Nielsen data,
in 1998 our  premium  beverage  brands had the  leading  share  (34%) of premium
beverage sales volume in grocery  stores,  mass  merchandisers  and  convenience
stores.                                                                         

Snapple                                                                         

    Snapple  markets and  distributes  all-natural  ready-to-drink  teas,  juice
drinks and juices.  During 1998, Snapple sales represented  approximately 79% of
our total premium  beverage case sales.  According to A.C. Nielsen data, in 1998
Snapple had the leading share (26%) of premium  beverage sales volume in grocery
stores, mass merchandisers and convenience stores.  Snapple has a stable base of
core products that are consistently Snapple's top sellers. Snapple's current top
twenty products have contributed approximately 70% of Snapple's sales in each of
the last three years.                                                           

    Since acquiring  Snapple in May 1997, we have  strengthened  our distributor
relationships,  improved promotional initiatives and significantly increased new
product introductions and packaging innovations. These activities contributed to
an  increase  in  Snapple  case  sales  of  8.4%  in  1998  over  1997. The most
important product  introduction in 1998 was  WhipperSnapple(R),  a smoothie-like
beverage  which,  in 1998, was named  Convenience  Store News Magazine  beverage
product of the year and won the American  Marketing  Association's  Edison Award
for best new beverage. WhipperSnapple is a shelf stable product containing dairy
ingredients  and a blend  of  fruit  juices  and  purees.  Since  1997,  we have
introduced  various new  products  and  flavors in  addition to  WhipperSnapple,
including  several  herbal and green teas and Snapple  Farms(R),  a line of 100%
fruit juices which is available in five flavors.  In April 1999, Snapple expects
to introduce Snapple  Elements(TM),  a line of all natural juice drinks and teas
enhanced  with herbal  ingredients.  In addition,  Snapple  expects to introduce
another major new product line during the Spring of 1999.                       

Mistic                                                                          

    Mistic  markets  and  distributes  a  wide  variety  of  premium  beverages,
including fruit drinks,  ready-to-drink teas, juices and flavored seltzers under
the Mistic,  Mistic Rain Forest  Nectars(R)  and Mistic  Fruit  Blast(TM)  brand
names.  Since  acquiring  Mistic in August 1995, we have introduced more than 35
new flavors,  a line of 100% fruit  juices,  various new bottle sizes and shapes
and  numerous new package  designs.  During  1999,  Mistic  expects to introduce
several new products and packages,  including a smoothie-like beverage using the
WhipperSnapple technology.                                                      

Stewart's                                                                       

    Cable Car, the exclusive  soft drink  licensee of the  Stewart's  trademark,
markets and  distributes  Stewart's  brand premium soft drinks,  including  Root
Beer, Orange N' Cream,  Cream Ale, Ginger Beer, Creamy Style Draft Cola, Classic
Key Lime,  Lemon  Meringue,  Cherries  N' Cream and  Grape.  Cable Car holds the
exclusive  perpetual  worldwide  license  to  manufacture,  distribute  and sell
Stewart's brand beverages and owns the Fountain Classics(R)  trademark.  Through
the fourth quarter of 1998, Stewart's has experienced 25 consecutive quarters of
double-digit  percentage  case  sales  increases  compared  to the prior  year's
comparable  quarter.  We  acquired  Cable Car in  November  1997 and have  grown
Stewart's  case  sales  by  17%  in  1998  over  1997  primarily  by  increasing
penetration in existing  markets,  entering new markets and  continuing  product
innovation.                                                                     

Products                                                                        

    Our premium beverage  products  compete  in  a number of product categories,
 including fruit flavored beverages, iced  teas,  lemonades,  carbonated  sodas,
100% fruit juices, smoothies,  nectars and flavored seltzers. These products are
generally  available  in the United States in some combination of 16 oz., 12 oz.
or  10  oz. glass bottles, 32 oz. or 20  oz. PET (plastic) bottles and  11.5 oz.
cans.                                                                           

Co-Packing Arrangements                                                         

    More than 20 co-packers  strategically  located throughout the United States
produce our premium beverage products for us under formulation  requirements and
quality control procedures that we specify.  We select and monitor the producers
to ensure adherence to our production  procedures.  We regularly analyze samples
from  production  runs and conduct  spot  checks of  production  facilities.  We
purchase most  packaging and raw materials and arrange for their shipment to our
co-packers   and   bottlers.   Our  three  largest   co-packers   accounted  for
approximately 50% of our aggregate case production of premium beverages in 1998.

    Our contractual  arrangements  with our co-packers are typically for a fixed
term that is automatically renewable for successive one year periods. During the
term of the agreement,  the co-packer  generally commits a certain amount of its
monthly  production  capacity to us.  Snapple  has  committed  to order  certain
guaranteed  volumes  under  substantially  all of its  contracts.  If the volume
actually  ordered  is less than the  guaranteed  volume,  Snapple  is  typically
required to pay the co-packer the product of (1) an amount per case specified in
the agreement and (2) the difference between the volume actually ordered and the
guaranteed  volume.  At January 3, 1999,  Snapple had reserves of  approximately
$4.6 million for payments through 2000 under its long-term production  contracts
with  co-packers.  We paid approximately $5.9  million  under  such  take-or-pay
agreements  during the seven months in 1997 that  we  owned  Snapple  and  $11.3
million  in  1998,  primarily  related  to obligations entered into by the prior
owners  of  Snapple. Mistic has committed to order a certain  guaranteed  volume
(in two  instances)  or  percentage  of  its  products  sold  in  a  region  (in
another  instance)  or to make  payments in  lieu  thereof.  Cable  Car  has  no
agreements  requiring  it  to  make minimum purchases.  As a result of these co-
packing arrangements, we have generally avoided significant capital expenditures
or  investments  for  bottling  facilities  or  equipment,  and  accordingly our
production related fixed costs have been minimal.                               

    We believe we have arranged for sufficient  production  capacity to meet our
1999  requirements  and that,  in general,  the industry  has excess  production
capacity  that we  could  use.  We  also  expect  that  in  1999  we  will  meet
substantially all of our minimum  production  requirements  under our co-packing
agreements.                                                                     

Raw Materials                                                                   

    We purchase most raw materials used in the  preparation and packaging of our
premium beverage products and supply them to our co-packers. We have chosen, for
quality control and other purposes,  to purchase certain raw materials,  such as
aspartame,  on an exclusive basis from single suppliers although we believe that
adequate sources of such raw materials are available from multiple suppliers. We
purchase  substantially  all of our  flavor  requirements  from  six  suppliers,
although we have  designated one supplier as our preferred  supplier of flavors.
We  purchase  all of our glass from  three  suppliers  and all of plastic  (PET)
bottles from four suppliers, although one glass supplier has the right to supply
up to 75%  of our  requirements  for  certain  specified  packaging,  one  glass
supplier has the right to supply up to 95% of certain packaging to Cable Car and
one supplier  has the right,  subject to certain  conditions,  to supply any new
plastic containers used by Snapple or Mistic.  Since the acquisition of Snapple,
we have been  negotiating  and  continue  to  negotiate,  new supply and pricing
arrangements with our suppliers. We believe that, if required, alternate sources
of raw materials, flavors and glass bottles are available.                      

Distribution                                                                    

    We currently sell our premium  beverages  through a network of  distributors
that   include   specialty   beverage,   carbonated   soft  drink  and  licensed
beer/wine/spirits   distributors.   In   addition,   Snapple  uses  brokers  for
distribution of some Snapple products in Florida and Georgia.  We distribute our
products  internationally  primarily  through one  distributor  in each country,
other than in Canada,  where  Perrier  Group of Canada Ltd. is Snapple's  master
distributor  and  where we also use  brokers  and  direct  account  selling.  We
typically grant  distributors  exclusive  rights to sell Snapple,  Mistic and/or
Stewart's products within a defined  territory.  We have written agreements with
distributors who represent  approximately 70% of our volume.  The agreements are
typically  either  for a  fixed  term  renewable  upon  mutual  consent  or  are
perpetual,  and are terminable by us for cause, upon certain defaults or failure
to perform under the agreement. The distributor, though, may generally terminate
its agreement  upon  specified  prior notice.  Snapple owns three of its largest
distributors,   Mr.  Natural  (New  York  Metropolitan  area),  Pacific  Snapple
Distributors,  Inc.  (parts of Southern  California)  and Millrose (parts of New
Jersey).                                                                        

    No non-company  owned  distributor  accounted for more than 5% of total case
sales  in  1996,  1997 or  1998.  We  believe  that we  could  find  alternative
distributors if our relationships with our largest distributors were terminated.

    International  sales  accounted  for less than 10% of our  premium  beverage
sales in each of 1996, 1997 and 1998. Since we acquired  Snapple,  Royal Crown's
international  group has been  responsible  for the sales and  marketing  of our
premium beverages outside North America.                                        

Sales And Marketing                                                             

    Snapple and Mistic have a combined sales and marketing staff.  Cable Car has
its own  sales and  marketing  staff.  The  sales  forces  are  responsible  for
overseeing  sales to  distributors,  monitoring  retail account  performance and
providing sales direction and trade spending  support.  Trade spending  includes
price promotions,  slotting fees and local consumer promotions.  The sales force
handles most accounts on a regional  basis with the exception of large  national
accounts,  which are  handled by a national  accounts  group.  We  combined  the
Snapple/Mistic  sales forces by geographic zones. We organized Cable Car's sales
force into two  divisions.  We employed a sales and marketing  staff,  excluding
that of Snapple-owned distributors, of approximately 233 as of January 3, 1999. 

    We intend to maintain consistent  advertising campaigns for our brands as an
integral part of our strategy to stimulate  consumer  demand and increase  brand
loyalty.  In  1999,  we plan to  employ a  combination  of  network  advertising
complemented  with local spot advertising in our larger markets.  We expect that
in most markets  Snapple will use television as the primary  advertising  medium
and  radio  as the  secondary  medium.  Mistic  will use  radio  as its  primary
advertising  medium.  We also employ  outdoor,  newspaper  and other print media
advertising, as well as in-store point of sale promotions.                      

   SOFT DRINK CONCENTRATES (ROYAL CROWN)

    Through  Royal  Crown we  participate  in the retail  carbonated  soft drink
market.  Royal Crown produces and sells  concentrates  used in the production of
carbonated  soft drinks.  Royal Crown sells these  concentrates  to independent,
licensed  bottlers who manufacture  and distribute  finished  beverage  products
domestically and  internationally.  Royal Crown's products include:  RC Cola(R),
Diet RC Cola(R),  Cherry RC Cola(R), RC Edge(TM),  Diet Rite Cola(R),  Diet Rite
flavors,  Nehi, Upper 10(R), and Kick(R).  RC Cola is the largest national brand
cola available to the independent  bottling  system  (bottlers who do not bottle
either Coca-Cola or Pepsi-Cola).                                                

    Royal  Crown is the  exclusive  supplier of cola  concentrate  and a primary
supplier of flavor  concentrates  to Cott  Corporation,  which,  based on public
disclosures  by Cott,  is the  largest  supplier  of  premium  retailer  branded
beverages in the United States,  Canada and the United Kingdom. We also sell our
products internationally.  Our international export business has grown at an 18%
compound  annual  growth rate over the five years ended  1997,  although  growth
slowed to 4% in 1998 due to adverse economic  conditions in some of our markets,
especially Russia.  Royal Crown's share of the overall domestic  carbonated soft
drink market was approximately 1.7% in 1997 according to Beverage Digest/Maxwell
estimates. During 1998, Royal Crown's soft drink brands had approximately a 1.6%
share of national supermarket volume.                                           

Royal Crown's Bottler Network                                                   

    Royal  Crown  sells its  flavoring  concentrates  for  branded  products  to
independent  licensed  bottlers in the United  States and 65 foreign  countries,
including Canada.  Consistent with industry  practice,  Royal Crown assigns each
bottler an exclusive  territory for bottled and canned  products within which no
other bottler may distribute  Royal Crown branded soft drinks.  As of January 3,
1999, Royal Crown products were packaged and/or distributed  domestically by 150
licensees,  covering  50 states and Puerto  Rico.  As of January 3, 1999,  Royal
Crown's independent  bottlers operated a total of 35 production centers pursuant
to  108   production   and   distribution   agreements  and  operated  under  42
distribution-only agreements.                                                   

    Royal Crown enters into a license  agreement with each of its bottlers which
it believes is comparable to those  prevailing in the industry.  The duration of
the license  agreements varies, but Royal Crown may terminate any such agreement
in the event of a material breach of the terms thereof.                         

    Royal Crown's ten largest bottler groups accounted for  approximately 79% of
Royal Crown's  domestic  revenues from  concentrate for branded  products during
1997 and 79% during 1998. RC Chicago Bottling Group accounted for  approximately
23% of Royal Crown's domestic revenues from  concentrate  for  branded  products
during   1998.  American  Bottling   Company  accounted  for  approximately  18%
of such  revenues  during 1998.  Although we believe that Royal Crown could find
new  bottlers to license  the RC Cola brand to, in the short term Royal  Crown's
sales  would  decline  if these  major  bottlers  stopped  selling RC Cola brand
products.                                                                       

Private Label                                                                   

    Royal Crown  believes  that private  label sales  through Cott  represent an
opportunity  to benefit from sales by retailers of store  brands.  Royal Crown's
private  label sales began in late 1990.  Unit sales of  concentrate  to Cott in
1998  decreased by 15% over sales in 1997 due  primarily to inventory  reduction
programs of Cott. Royal Crown's  revenues from sales to Cott were  approximately
12.6% of its total revenues in 1996, 15.8% in 1997 and 17.2% in 1998.           

    Royal Crown sells  concentrate to Cott under a concentrate  supply agreement
signed in 1994.  Under the Cott agreement,  (1) Royal Crown is Cott's  exclusive
worldwide  supplier  of cola  concentrates  for  retailer-branded  beverages  in
various containers;  (2) Cott must purchase from Royal Crown at least 75% of its
total  worldwide   requirements  for  carbonated  soft  drink  concentrates  for
beverages  sold in such  containers;  (3) the initial term is 21 years and there
are multiple six-year extensions;  and (4) as long as Cott purchases a specified
minimum  number  of units  of  private  label  concentrate  in each  year of the
agreement,  Royal Crown will not manufacture  and sell private label  carbonated
soft drink concentrates to parties other than Cott anywhere in the world.       

    In addition,  Royal Crown supplies Cott with non-cola  carbonated soft drink
concentrates.  Through its private  label  program,  Royal  Crown  develops  new
concentrates  specifically  for Cott's private label  accounts.  The proprietary
formulae  Royal Crown uses for this private label program are  customer-specific
and differ from those of Royal Crown's branded products.  Royal Crown works with
Cott to develop flavors according to each trade customer's specifications. Royal
Crown retains  ownership of the formulae for such  concentrates  developed after
the date of the Cott agreement,  except,  in most cases, upon termination of the
Cott agreement as a result of breach or non-renewal by Royal Crown.             

Distribution                                                                    

    Bottlers  distribute  finished  soft drink  products  through  the take home
channel -- comprised of  supermarkets,  the convenience  channel -- comprised of
convenience stores and other small retailers;  fountain/food  service channel --
comprised of fountain syrup sales and restaurant single drink sales; and vending
channel -- consisting of bottle and can sales through  vending  machines.  Royal
Crown's  bottlers  distribute  their  products  primarily  through the take-home
channel.                                                                        

International                                                                   

    Royal Crown's sales outside the United States were approximately 8.7% of its
total  revenues  in 1996,  10.9% in 1997 and 11.3% in 1998.  Sales  outside  the
United States of branded  concentrates were approximately 12.3% of Royal Crown's
total branded  concentrate  sales in 1996,  13.9% in 1997 and 13.6% in 1998. The
decreases in percentages for 1998 are mainly attributable to economic conditions
in Russia.  As of January 3, 1999, 105 bottlers and 14  distributors  sold Royal
Crown  branded  products  outside  the  United  States  in  65  countries,  with
international  export  sales in 1998  distributed  among  Canada  (7.4%),  Latin
America and Mexico (33.4%),  Europe (16.0%),  the Middle East/Africa (23.6%) and
the Far East/Pacific Rim (19.6%).  While the financial and managerial  resources
of Royal Crown have been focused on the United  States,  we believe  significant
opportunities exist for Royal Crown in international  markets. New bottlers were
added  in 1998 to the  following  markets:  Russia,  Ukraine,  Croatia,  Latvia,
Brazil, Spain, Syria and the Dominican Republic.                                

Product Development And Raw Materials                                           

    Royal Crown believes that it has a history as an industry  leader in product
innovation.  Royal Crown  introduced the first national brand diet cola in 1961.
The Diet Rite flavors line was  introduced in 1988 to  complement  the cola line
and to target the non-cola segment of the market,  which has been growing faster
than the cola segment due to a consumer trend toward lighter beverages. In 1997,
Royal Crown  introduced  a new version of Diet Rite Cola and in 1998 Royal Crown
introduced  two new Diet Rite flavors,  Iced Mocha and Lemon Sorbet and began to
use sucralose in Diet RC Cola.                                                  

    Flavoring  ingredients  and sweeteners  are generally  available on the open
market from several sources, although as noted above, we have agreed to purchase
certain raw materials on an exclusive or preferred basis from single suppliers. 

    FRANCHISE RESTAURANT SYSTEM (ARBY'S)

    Through the Arby's franchise  business,  we participate in the approximately
$100  billion  quick  service  restaurant  segment  of the  domestic  restaurant
industry.  Arby's,  which will celebrate its 35th anniversary in 1999,  enjoys a
high  level  of  brand  recognition.  In  1998,  Arby's  had a  market  share of
approximately  73% of the roast  beef  sandwich  segment  of the  quick  service
restaurant category.  In addition to various slow-roasted roast beef sandwiches,
Arby's  also  offers a  selected  menu of  chicken,  turkey,  ham and  submarine
sandwiches, side-dishes and salads. Arby's also currently offers franchisees the
opportunity  to multi-brand at Arby's  locations with T.J.  Cinnamons  products,
which are primarily  gourmet  cinnamon rolls,  gourmet coffees and other related
products.  Arby's expects to offer  franchisees  the  opportunity to multi-brand
with  Pasta  Connection  products,  which are  pasta  dishes  with a variety  of
different sauces,  after we complete the final stages of test marketing in 1999.
As of  January  3,  1999,  the  Arby's  restaurant  system  consisted  of  3,135
franchised restaurants, of which 2,965 operated within the United States and 170
operated outside the United States. Of the domestic  restaurants,  approximately
300 were multi-branded locations that also sell T.J.                            
Cinnamons products.                                                             

    Currently  all  of  the  Arby's   restaurants  are  owned  and  operated  by
franchisees.  Because we own no restaurants,  we avoid the  significant  capital
costs and real estate and operating risks associated with restaurant operations.
As a franchisor we receive franchise  royalties from all Arby's  restaurants and
upfront  franchise fees from our restaurant  operators for each new unit opened.
Our average franchise royalty rate in 1998 was 3.2% of franchise revenues, which
included  royalties of 4% from most  existing  units and all new domestic  units
opened.                                                                         

    From 1996 to 1998, Arby's system-wide sales grew at a compound annual growth
rate of 6.1% to $2.2  billion.  Through  January 3, 1999 the  Arby's  system has
experienced  eight  consecutive  quarters  of domestic  same store sales  growth
compared to the prior year's  comparable  quarter.  During 1998, our franchisees
opened 130 new Arby's and closed 87  underperforming  Arby's.  In addition,  our
franchisees  opened 199 multi-branded T.J. Cinnamons in Arby's units in 1998. As
of  January 3,  1999,  franchisees  have  committed  to open up to 1,011  Arby's
restaurants over the next 12 years.                                             

    In May 1997, Arby's sold all of the stock of the two corporations owning all
of the 355 company-owned  Arby's  restaurants to RTM, Inc. ("RTM"),  the largest
franchisee  in the Arby's  system.  Arby's now  derives  its  revenues  from two
principal sources:  (1) royalties from franchisees and (2) franchise fees. Prior
to this sale,  Arby's primarily derived its revenues from sales at company-owned
restaurants.                                                                    

Arby's Restaurants                                                              

    Arby's  opened  its first  restaurant  in  Youngstown,  Ohio in 1964.  As of
January 3, 1999,  franchisees  operated  Arby's  restaurants in 48 states and 10
foreign  countries.  As of January 3, 1999,  the six leading states by number of
operating units were: Ohio, with 242 restaurants;  Texas,  with 174 restaurants;
Michigan, with 161 restaurants; Indiana, with 157 restaurants;  California, with
156 restaurants; and Florida with 151 restaurants. Canada is the country outside
the United States with the most operating units, with 118 restaurants.          

    Arby's  restaurants in the United States and Canada  typically range in size
from 2,500  square feet to 3,000  square feet.  Restaurants  in other  countries
typically are larger than U.S. and Canadian  restaurants.  Restaurants typically
have a  manager,  assistant  manager  and  as  many  as 30  full  and  part-time
employees.  Staffing  levels,  which vary  during the day,  tend to be  heaviest
during the lunch hours.                                                         

    The  following  table  sets forth the  number of Arby's  restaurants  at the
beginning and end of each year from 1995 to 1998.                               

                                               1995     1996     1997     1998
                                              -----    -----    -----    -----
Restaurants open at beginning of period........2,790    2,955    3,030    3,092 
Restaurants opened during period............. ...222      132      125      130 
Restaurants closed during period..................57       57       63       87 
                                                 --       --       --       --
Restaurants open at end of period..............2,955    3,030    3,092    3,135 
                                              =====    =====    =====    =====

Since January 1, 1995, 609 new Arby's were opened and 264 underperforming Arby's
restaurants  have closed.  We believe that this has  contributed  to the average
annual unit volume  increase of the Arby's system,  as well as to an improvement
of the overall brand image of Arby's.                                           

Franchise Network                                                               

        At January  3, 1999,  530 Arby's  franchisees  operated  3,135  separate
restaurants.  The initial term of the typical "traditional"  franchise agreement
is  20  years.  Arby's  does  not  offer  any  financing   arrangements  to  its
franchisees.                                                                    

        Arby's  franchisees  opened 15 new  restaurants  outside  of the  United
States during 1998.  Arby's also had territorial  agreements with  international
franchisees  in five  countries  at January  3,  1999.  Under the terms of these
territorial agreements, many of the international franchisees have the exclusive
right to open  Arby's  restaurants  in  specific  regions or  countries.  Arby's
management  expects that future  international  franchise  agreements  will more
narrowly  limit the  geographic  exclusivity  of the  franchisees  and  prohibit
sub-franchise arrangements.                                                     

        Arby's offers franchises for the development of both single and multiple
"traditional"  restaurant  locations.  All  franchisees  are required to execute
standard  franchise   agreements.   Arby's  standard  U.S.  franchise  agreement
currently  requires an initial  $37,500  franchise fee for the first  franchised
unit and $25,000 for each subsequent unit and a monthly royalty payment equal to
4.0% of restaurant sales for the term of the franchise agreement. As a result of
lower  royalty  rates  still in effect  under  earlier  agreements,  the average
royalty rate paid by franchisees was 3.2% in 1998.  Franchisees  typically pay a
$10,000  commitment fee,  credited  against the franchise fee referred to above,
during the development process for a new restaurant.  At January 3, 1999, we had
commitments from franchisees to open 1,011 new Arby's  restaurants over the next
twelve years.                                                                   

        Franchised  restaurants  are required to be operated in accordance  with
uniform  operating  standards  and  specifications  relating  to the  selection,
quality and  preparation of menu items,  signage,  decor,  equipment,  uniforms,
suppliers,  maintenance and cleanliness of premises and customer service. Arby's
continuously   monitors   franchisee   operations   and   inspects   restaurants
periodically to ensure that company practices and procedures are being followed.

Advertising And Marketing                                                       

        The Arby's system through its franchisees advertises  primarily  through
regional television, radio and  newspapers.  Payment  for advertising  time  and
space  is  made  by local advertising cooperatives  in  which  owners  of  local
franchised restaurants  participate.  Franchisees  contribute  approximately .7%
of net sales to the Arby's Franchise Association, which produces advertising and
promotion materials for the system.  Each franchisee is also required to spend a
reasonable  amount,  but not less than 3% of its  monthly  net sales,  for local
advertising.  This  amount is divided between the  franchisee's individual local
market  advertising  expense and the expenses of a cooperative  area advertising
program with other  franchisees who are  operating  Arby's  restaurants  in that
area.  Contributions to the cooperative area advertising  program are determined
by the participants in the program and are generally in the range of 3% to 5% of
monthly net sales.  As a result of  the  sale  of  company-owned  restaurants to
RTM,  Arby's  has  no  expenditures  for advertising and marketing in support of
company-owned  restaurants,  as  compared to approximately $9.0 million in  1997
and $25.8 million in 1996.                                                      

Quality Assurance                                                               

        Arby's has developed a quality  assurance  program  designed to maintain
standards  and  uniformity  of the  menu  selections  at each of its  franchised
restaurants.  Arby's assigns a full-time quality  assurance  employee to each of
the five independent  processing facilities that processes roast beef for Arby's
domestic restaurants. The quality assurance employee inspects the roast beef for
quality,  uniformity and performance. In addition, on a quarterly basis, Arby's,
through an  independent  outside  laboratory,  tests  samples of roast beef from
franchisees.  Each year, Arby's representatives  conduct unannounced inspections
of  operations  of a number of  franchisees  to  ensure  that  Arby's  policies,
practices and procedures are being followed.  Arby's field  representatives also
provide a variety of on-site  consultative  services to franchisees.  Arby's has
the right to terminate  franchise  agreements if franchisees fail to comply with
quality standards.                                                              

Provisions And Supplies                                                         

        Five independent meat processing  facilities provide all of Arby's roast
beef in the United States. Franchise operators are required to obtain roast beef
from one of the five approved  suppliers.  ARCOP, Inc., a non-profit  purchasing
cooperative,  negotiates  contracts with approved  suppliers on behalf of Arby's
franchisees.  Arby's believes that  satisfactory  arrangements  could be made to
replace any of the  current  roast beef  suppliers,  if  necessary,  on a timely
basis.                                                                          

        Franchisees  may  obtain  other  products,   including  food,  beverage,
ingredients, paper goods, equipment and signs, from any source that meets Arby's
specifications and approval.  Through ARCOP,  Arby's franchisees  purchase food,
proprietary paper and operating  supplies through national  contracts  employing
volume purchasing.                                                              

    LIQUEFIED PETROLEUM GAS (NATIONAL PROPANE)

        National Propane, as managing general partner of the Partnership and the
Operating  Partnership,  is engaged  primarily  in (i) the retail  marketing  of
liquefied  petroleum gas ("propane") to residential,  commercial and industrial,
and agricultural customers and to dealers that resell propane to residential and
commercial  customers and (ii) the retail  marketing of propane related supplies
and equipment,  including home and  commercial  appliances.  We believe that the
Partnership is the seventh largest retail marketer of propane in terms of volume
in the  United  States.  As of January 3,  1999,  the  Partnership  had 155 full
service centers supplying markets in 24 states. The Partnership's operations are
located primarily in the Midwest, Northeast,  Southeast, and West regions of the
United States.                                                                  

        Effective  as of the close of business on December  28,  1997,  Triarc's
interest in the  Partnership is accounted for utilizing the equity  method.  See
the Consolidated Financial Statements.                                          

Recent Developments                                                             

        As has  previously  been  announced,  we have been  considering  various
strategic alternatives to maximize the value of the Partnership and we have been
in active  discussions with several third parties concerning a sale or merger of
the  Partnership.  On April 5,  1999,  the  Partnership  and  Columbia  signed a
definitive  purchase  agreement  pursuant to which  Columbia  Propane, L.P. will
commence  a  tender  offer to acquire (the "Partnership  Sale") all of the out- 
standing  common  units  of the Partnership for $12.00, in cash per common unit,
which  tender  offer is the firststep of a two-step  transaction.  In the second
step, subject to the terms and conditions of the purchase  agreement,  Columbia 
Propane, L.P.  would  acquire general partner interests and subordinated  units 
of the Partnership from National Propane and a subsidiary  of  National  Propane
in consideration  for $2.1 million in cash and the  forgiveness of approximately
$15.8 million of a $30.7  million  note owed by us to the Operating Partnership,
and the  Partnership  would  merge into  Columbia Propane, L.P.  As part of the 
second step, any remaining common unitholders of the Partnership would receive, 
in cash,  $12.00 per common unit and we would repay the  remainder  of such note
(approximately $14.9 million).                                                  

        The Board of Directors of National Propane, acting on the recommendation
of its Special Committee (formed to evaluate and make a recommendation on behalf
of the  Partnership's  common  unitholders  with respect to the transaction) has
unanimously  approved the transaction with Columbia and unanimously  recommended
that the Partnership's unitholders tender their units pursuant to the offer.    

        The tender offer is expected to commence on April 9, 1999. The offer for
the common units will be subject to certain  conditions,  including  there being
validly tendered by the expiration date, and not withdrawn,  at least a majority
of the  outstanding  common units on a fully diluted basis. We cannot assure you
that the transaction with Columbia will be consummated.                         

        At December 31, 1998 the  Operating  Partnership  was not in  compliance
with a covenant under its bank credit facility and is forecasting non-compliance
with the same covenant as of March 31, 1999 (the  "Forecasted  Non-Compliance").
The  Operating   Partnership  has  received  an  unconditional  waiver  of  such
non-compliance from the lenders under its credit facility (the "Lenders"),  with
respect to the  non-compliance as of December 31, 1998, and a conditional waiver
with respect to future covenant non-compliance with such covenant through August
31, 1999. A number of the conditions to such waiver are directly  related to the
Partnership Sale. Should the conditions not be met or the waiver expire, and the
Operating  Partnership  be in  default  of  its  bank  facility,  the  Operating
Partnership  would also be in default of its First  Mortgage  Notes by virtue of
cross-default  provisions.  As a result of the  Forecasted  Non-Compliance,  the
conditions of the waiver and the cross-default  provisions of the First Mortgage
Notes,  we  understand  that the  Partnership  intends  to  classify  all of its
indebtedness  as a current  liability as of December 31, 1998.  In addition,  we
understand  that as a result of the Forecasted  Non-Compliance,  the conditional
nature of the waiver and its  effectiveness  only  through  August 31, 1999 with
respect to the Forecasted  Non-Compliance and the fact that the Partnership Sale
may not be consummated,  the Partnership's independent auditors intend to render
an opinion on the Partnership's financial statements for the year ended December
31, 1998 with an explanatory  paragraph concerning doubt as to the Partnership's
ability to continue as a going  concern for a reasonable  period of time. If the
Partnership  Sale is not consummated and the lenders are unwilling to extend the
waiver, (i) the Partnership could seek to otherwise  refinance its indebtedness,
(ii) we might  consider  buying the banks'  loans to the  Operating  Partnership
(approximately $16.0 million principal amount outstanding as of January 3, 1999)
or (iii) the Partnership  could be forced to seek  protection  under the Federal
bankruptcy laws. In such latter event, National Propane may be required to honor
its  guarantee  of the  Operating  Partnership's  indebtedness  under  its  bank
facility and the First Mortgage Notes. As a result,  we may be required to pay a
$30.0  million  demand note payable to National  Propane,  and National  Propane
would  be  required  to  surrender  the note (if we have not yet paid it) or the
proceeds  from the note,  as well as its  interests in the  Partnership  and the
Operating Partnership, to the Lenders.                                          

Products, Services And Marketing                                                

        The   Partnership   distributes   its  propane   through  a   nationwide
distribution  network integrating 155 full service centers located in 23 states.
Typically,  service  centers  are  found  in  suburban  and  rural  areas  where
natural  gas  is  not  readily  available.  Generally, such locations consist of
an office and a  warehouse  and  service  facility,  with one or more  18,000 to
30,000 gallon storage tanks on the premises. Each service center is managed by a
district manager and also typically employs a customer service representative, a
service technician and one or two bulk truck drivers.                           

        Retail  deliveries  of propane are usually made to customers by means of
bulk  and  cylinder  trucks.  Propane  is  pumped  from the  bulk  truck  into a
stationary  storage  tank  on the  customer's  premises.  The  Partnership  also
delivers propane to certain other retail customers,  primarily dealers and large
commercial  accounts,  in larger trucks.  Propane is generally  transported from
refineries,   pipeline   terminals  and  storage   facilities   (including   the
Partnership's  underground  storage  facilities in  Hutchinson,  Kansas and Loco
Hills, New Mexico) to the  Partnership's  bulk plants by a combination of common
carriers, owner-operators, railroad tank cars and, in certain circumstances, the
Partnership's own highway transport fleet.                                      

        In 1998 the Partnership served over 210,000 active customers.  No single
customer  accounted  for 10% or more of the  Partnership's  revenues  in 1997 or
1998.  Year-to-year  demand for propane is affected by the relative  severity of
the winter and other climatic conditions.                                       

        A wholly-owned  corporate  subsidiary of the Operating  Partnership also
sells,  leases  and  services  equipment  related  to the  propane  distribution
business,  including household appliances and specialized  equipment for the use
of propane as fuel. The sale of specialized equipment, service income and rental
income represented less than 10% of the Partnership's gross income during 1998. 

Propane Supply And Storage                                                      

        Contracts for the supply of propane are typically made on a year-to-year
basis,  but the  price  of the  propane  to be  delivered  depends  upon  market
conditions at the time of delivery.  Worldwide  availability of both gas liquids
and oil affects the supply of propane in domestic markets, and from time to time
the ability to obtain propane at attractive prices may be limited as a result of
market  conditions,  thus affecting price levels to all distributors of propane.
There may be times when the Partnership will be unable to fully pass on the cost
increases to its customers.  Consequently,  the  Partnership's  profitability is
sensitive to changes in wholesale propane prices, and a substantial  increase in
the wholesale cost of propane could adversely affect the  Partnership's  margins
and profitability.  The Partnership utilizes a hedging program which is designed
to protect  margins on fixed price retail  sales and to mitigate  the  potential
impact of sudden wholesale price increases for propane.                         

        The  Partnership  purchased  propane  from over 50 domestic and Canadian
suppliers during 1998,  primarily major oil companies and independent  producers
of both gas liquids and oil, and it also  purchased  propane on the spot market.
Approximately  95% of all propane purchases by the Partnership in 1998 were on a
contractual  basis  (generally,  under  one year  agreements  subject  to annual
renewal),  but the percentage of contract  purchases may vary from year to year.
Supply contracts  generally do not lock in prices but rather provide for pricing
in accordance  with posted prices at the time of delivery or the current  prices
established  at major storage  points,  such as Mont Belvieu,  Texas and Conway,
Kansas.  The  Partnership  is not  currently  a party  to any  supply  contracts
containing "take or pay" provisions.                                            

        Dynegy Liquids Marketing and Trade ("Dynegy") and Conoco Inc. ("Conoco")
each supplied  approximately 11% of the Partnership's  propane in 1998 and Amoco
Oil Company ("Amoco") supplied  approximately 10%. The Partnership believes that
if supplies from Dynegy,  Conoco or Amoco were interrupted,  it would be able to
secure  adequate   propane  supplies  from  other  sources  without  a  material
disruption of its operations; however, the Partnership believes that the cost of
procuring  replacement  supplies  might  be  materially  higher,  at  least on a
short-term basis.                                                               

GENERAL                                                                         

Trademarks                                                                      

        We and our  affiliates  (including  the  Partnership  and the  Operating
Partnership)  own  numerous  trademarks  that  are  considered  material  to our
businesses,   including   Snapple,   Made  From  The  Best  Stuff  On  Earth(R),
WhipperSnapple, Snapple Farms, Snapple Refreshers(R), Mistic, Mistic Rain Forest
Nectars,  Fountain  Classics,  RC Cola, Diet RC, Cherry RC Cola, RC Edge,  Royal
Crown,  Diet Rite, Nehi,  Upper 10, Kick,  Arby's,  T.J.  Cinnamons and National
Propane(TM).  Mistic licenses the Fruit Blast trademark.  Cable Car licenses the
Stewart's  trademark  on an  exclusive  perpetual  basis  for  soft  drinks  and
considers  it to be material  to its  business.  In  addition,  we consider  our
finished  product  and  concentrate  formulae,  which are not the subject of any
patents, to be trade secrets.                                                   

        Many of the material  trademarks of Snapple,  Mistic,  Cable Car,  Royal
Crown,  and Arby's are  registered  trademarks in the U.S.  Patent and Trademark
Office and various foreign  jurisdictions.  Registrations for such trademarks in
the  United  States  will  last  indefinitely  as long as the  trademark  owners
continue to use and police the  trademarks and renew filings with the applicable
governmental  offices. No challenges have arisen to Snapple's,  Mistic's,  Cable
Car's, Royal Crown's or Arby's right to use any of their material  trademarks in
the United States.                                                              

Competition                                                                     

        Our businesses  operate in highly  competitive  industries.  Many of the
major  competitors in these  industries have  substantially  greater  financial,
marketing, personnel and other resources than we do.                            

        Our  premium  beverage  products  and soft  drink  concentrate  products
compete  generally with all liquid  refreshments and in particular with numerous
nationally-known  soft drinks such as Coca-Cola and Pepsi-Cola.  We also compete
with ready to drink brewed iced tea  competitors  such as Nestea Iced Tea, which
is  produced  pursuant  to a  long-term  license  granted by Nestle  S.A. to The
Coca-Cola Company, and Lipton Original Iced Tea, which is distributed by a joint
venture  between  PepsiCo,  Inc. and Thomas J. Lipton  Company,  a subsidiary of
Unilever  Plc. We compete with other  beverage  companies  not only for consumer
acceptance but also for shelf space in retail outlets and for marketing focus by
distributors, most of which also distribute other beverage brands. The principal
methods of  competition in the beverage  industry  include  product  quality and
taste, brand advertising,  trade and consumer  promotions,  marketing agreements
(including so-called calendar marketing agreements),  pricing, packaging and the
development of new products.                                                    

        In  recent  years,  the  soft  drink  and  restaurant   businesses  have
experienced   increased  price   competition   resulting  in  significant  price
discounting  throughout these industries.  Price competition has been especially
intense  with  respect to sales of soft drink  products  in  supermarkets,  with
bottlers,  in  particular,   competitive  cola  bottlers,  granting  significant
discounts and allowances  off wholesale  prices in order to, among other things,
maintain or increase  market  share in the  supermarket  segment.  While the net
impact of price  discounting in the soft drink and restaurant  industries cannot
be quantified, such practices, if continued, could have an adverse impact on us.

        The Coca-Cola Company and PepsiCo, Inc. are also making increased use of
exclusionary  marketing agreements which prevent or limit the marketing and sale
of competitive beverage products at various locations such as colleges, schools,
and convenience and grocery store chains.                                       

        Arby's   faces   direct   and   indirect   competition   from   numerous
well-established competitors,  including national and regional fast food chains,
such as McDonald's,  Burger King and Wendy's. In addition,  Arby's competes with
locally owned restaurants,  drive-ins,  diners and other similar establishments.
Key  competitive  factors in the quick  service  restaurant  industry are price,
quality  of  products,   quality  and  speed  of  service,   advertising,   name
identification, restaurant location and attractiveness of facilities.           

        Many  of  the  leading  restaurant  chains  have  focused  on  new  unit
development as one strategy to increase market share through increased  consumer
awareness and  convenience.  This has led operators to employ other  strategies,
including frequent use of price promotions and heavy advertising expenditures.  

        Additional  competitive  pressures for prepared food purchases have come
more recently from  operators  outside the  restaurant  industry.  Several major
grocery  chains have begun  offering fully prepared food and meals to go as part
of their deli sections. Some of these chains also have added in-store cafes with
service counters and tables where consumers can order and consume a full menu of
items prepared especially for this portion of the operation.                    

        Most of the Operating Partnership's service centers compete with several
marketers or  distributors of propane and certain service centers compete with a
large number of marketers or  distributors.  The principal  competitive  factors
affecting this industry are reliability of service,  responsiveness to customers
and the ability to maintain competitive prices.  Propane competes primarily with
natural gas,  electricity  and fuel oil as an energy source,  principally on the
basis of price,  availability and portability.  Propane serves as an alternative
to natural gas in rural and suburban  areas where natural gas is  unavailable or
portability  of the product is required.  Although the  extension of natural gas
pipelines tends to displace propane distribution in the areas affected, National
Propane  believes  that  new  opportunities  for  propane  sales  arise  as more
geographically remote areas are developed.  In addition,  the use of alternative
fuels,  including propane,  is mandated in certain specified areas of the United
States that do not meet federal air quality standards.                          

Governmental Regulations                                                        

        Each of our  businesses  is subject to a variety of  federal,  state and
local laws, rules and regulations.                                              

        The  production  and marketing of our beverages are subject to the rules
and  regulations of various  federal,  state and local  agencies,  including the
United States Food and Drug  Administration  (the "FDA"). The FDA also regulates
the labeling of our products. In addition, our dealings with our bottlers and/or
distributors  may,  in some  jurisdictions,  be subject to state laws  governing
licensor-licensee or distributor relationships.                                 

        Various state laws and the Federal Trade Commission (the "FTC") regulate
Arby's franchising activities.  The FTC requires that franchisors make extensive
disclosure  to  prospective  franchisees  prior to the  execution of a franchise
agreement. Several states require registration and disclosure in connection with
franchise offers and sales and have "franchise relationship laws" that limit the
ability of franchisors to terminate franchise  agreements or to withhold consent
to the renewal or transfer of these agreements. In addition, national, state and
local laws  affect  Arby's  ability  to provide  financing  to  franchisees.  In
addition,  Arby's  franchisees must comply with the Fair Labor Standards Act and
the  Americans   with   Disabilities   Act,   which  requires  that  all  public
accommodations  and  commercial  facilities  meet certain  federal  requirements
related to access and use by disabled persons,  and various state laws governing
such matters as minimum wages, overtime and other working conditions.           

        National  Propane and the Operating  Partnership  are subject to various
federal,  state and local laws and  regulations  governing  the  transportation,
storage and distribution of propane,  and the health and safety of workers,  the
latter of which are primarily governed by the Occupational Safety and Health Act
and the  regulations  promulgated  thereunder.  On  August  18,  1997,  the U.S.
Department of Transportation  (the "DOT") published its Final Rule for Continued
Operation of the Present  Propane Trucks (the "Final  Rule").  The Final Rule is
intended to address perceived risks during the transfer of propane. As initially
proposed, the Final Rule required certain immediate changes in the Partnership's
operating  procedures including  retrofitting the Operating  Partnership's cargo
tanks. The Partnership believes that, as a result of the substantially completed
negotiated  rulemaking  involving  the  DOT,  the  propane  industry  and  other
interested  parties,  that it will not incur  material  increases to its cost of
operations in complying with the Final Rule.                                    

        Except as described  above, we are not aware of any pending  legislation
that in our view is likely to have a material  adverse  effect on the operations
of our subsidiaries.  We believe that the operations of our subsidiaries  comply
substantially with all applicable governmental rules and regulations.           

Environmental Matters                                                           

        We are  subject  to  federal,  state  and local  environmental  laws and
regulations  concerning  the  discharge,   storage,  handling  and  disposal  of
hazardous or toxic substances. Such laws and regulations provide for significant
fines, penalties and liabilities, in certain cases without regard to whether the
owner or operator of the property knew of, or was  responsible  for, the release
or presence of such hazardous or toxic  substances.  In addition,  third parties
may make claims against owners or operators of properties for personal  injuries
and property damage  associated with releases of hazardous or toxic  substances.
We cannot predict what environmental  legislation or regulations will be enacted
in the future or how existing or future laws or regulations will be administered
or interpreted.  We similarly  cannot predict the amount of future  expenditures
which  may be  required  in  order to  comply  with  any  environmental  laws or
regulations or to satisfy any such claims. We believe that our operations comply
substantially with all applicable  environmental laws and regulations.  Based on
currently  available  information  and the  current  reserve  levels,  we do not
believe that the  ultimate  outcome of any of the matters  discussed  below will
have a material adverse effect on our consolidated financial position or results
of operations.  See "Item 7.  Management's  Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."        

        In 1991 our subsidiary  Southeastern  Public Service Company  ("SEPSCO")
became aware of possible  contamination  by  hydrocarbons  and metals at certain
sites  used  in  the  ice  and  cold  storage   operations  of  SEPSCO's  former
refrigeration  business.  Remediation  has been completed on twelve of the sites
which  were sold to or  leased by the  purchaser  of the ice  operations  and is
ongoing at one other.  The  purchaser of the ice  operations  has  satisfied its
obligation to pay up to $1,000,000 of such  remediation  costs.  Remediation has
been  completed at three cold storage  sites which were sold to the purchaser of
the  cold  storage  operations  sites,  and  is  ongoing  at  two  other  sites.
Remediation  is expected to commence on the  remaining  two sites in 1999.  Such
remediation is being made in conjunction  with such purchaser who is responsible
for the  first  $1,250,000  of such  costs.  In  addition,  there  were  fifteen
additional  inactive  properties  of the  former  refrigeration  business  where
remediation  has been completed or is ongoing and which have either been sold or
are  held  for  sale  separate  from  the  sales  of the  ice and  cold  storage
operations.  Of these,  twelve  have been  remediated  at an  aggregate  cost of
approximately  $1,235,000  through  January 3,  1999.  In  addition,  during the
environmental remediation efforts on idle properties, SEPSCO became aware of one
site which may require demolition in the future.                                

        In 1997  SEPSCO  undertook  an  environmental  assessment  of a property
located in Fort Myers,  Florida that had previously been used in connection with
SEPSCO's  ice  operations.   As  a  result,   SEPSCO  became  aware  of  certain
petroleum-type  substances  and  metals  in the  soil and  ground  water of such
property.  SEPSCO notified the State of Florida of its findings and the State of
Florida has requested that SEPSCO  undertake  further  investigatory  efforts to
define  the  nature  and  extent  of its  findings.  SEPSCO  believes  that such
substances and metals may also be found on an adjacent property. SEPSCO believes
that the contamination may have occurred prior to its ownership of the property.
A former owner of the property (who also currently  owns the adjacent  property)
has  undertaken  certain  further  investigation  at its own  expense.  Based on
preliminary  findings,  SEPSCO's  environmental  consultants believe that it may
cost between  $250,000 and $300,000 to remediate  the  property.  However,  such
findings are  preliminary  and the amount required to remediate the property may
vary depending upon the nature and extent of the contamination and the method of
remediation that is actually required. Application has been made for the site to
enter Florida's Petroleum Cleanup Participation Program. If accepted, funds from
this program may defer a portion of the cost of remediation.                    

        In  May  1994  National  Propane  was informed of coal tar contamination
which was discovered at one of its properties  in  Wisconsin.  National  Propane
purchased   the   property   from   a   company   (the   "Successor")  which had
purchased   the   assets   of   a   utility   which   had   previously   owned  
the   property.    National   Propane   believes    that   the    contamination 
occurred  during the use of the  property as a coal  gasification  plant by such
utility.  To  assess  the  extent  of  the  problem,  National  Propane  engaged
environmental  consultants in 1994. Based upon the information compiled to date,
which is not yet  complete,  it appears  that the  likely  remedy  will  involve
treatment of groundwater  and treatment of the soil,  installation of a soil cap
and, if necessary, excavation, treatment and disposal of contaminated soil. As a
result,  the  environmental  consultants'  current range of estimated  costs for
remediation is from $0.7 million to $1.7 million.  National Propane will have to
agree upon the final remediation plan with the State of Wisconsin.  Accordingly,
the precise  remediation method to be used is unknown.  Based on the preliminary
results of the ongoing investigation, there is a potential that the contaminants
may  extend  to  locations  down  gradient  from  the  original  site.  If it is
ultimately  confirmed that the  contaminant  plume extends under such properties
and if such plume is attributable  to contaminants  emanating from the Wisconsin
property, there is the potential for future third-party claims. National Propane
has  engaged in  discussions  of a general  nature with the  Successor,  who has
denied any liability for the costs of remediation  of the Wisconsin  property or
of satisfying any related claims. However, National Propane, if found liable for
any of such costs, would still attempt to recover such costs from the Successor.
National Propane has notified its insurance  carriers of the  contamination  and
the possibility of related claims.  Pursuant to a lease related to the Wisconsin
facility,  the ownership of which was not transferred by National Propane to the
Operating  Partnership  at the  time of the  closing  of the  Propane  IPO,  the
Operating  Partnership  has agreed to be liable for any costs of  remediation in
excess of amounts  received from the Successor and from  insurance.  Because the
remediation  method to be used is  unknown,  no amount  within  the cost  ranges
provided  by the  environmental  consultants  can be  determined  to be a better
estimate.                                                                       

        In  1993  Royal  Crown  became  aware  of  possible  contamination  from
hydrocarbons in groundwater at two closed facilities. In 1994, hydrocarbons were
discovered  in the  groundwater  at a former  Royal Crown  distribution  site in
Miami,  Florida.  Remediation  has been  continuing at this site, and management
estimates that total  remediation  costs in excess of amounts  incurred  through
January 3, 1999 will be approximately  $28,600 depending on the actual extent of
the   contamination.   Additionally,   in  1994  the  Texas  Natural   Resources
Conservation   Commission  approved  the  remediation  of  hydrocarbons  in  the
groundwater  by Royal  Crown at its  former  distribution  site in San  Antonio,
Texas.  Remediation has been continuing at this site.  After 1998,  ground water
sampling will proceed on a  semi-annual  basis and a formal report will be filed
with the state annually.  When contaminants in the one remaining monitoring well
fall below detection limits, Royal Crown will proceed toward closure. Until that
occurs,   Royal  Crown  expects  that  quarterly   remediation   costs  will  be
approximately $27,500. Royal Crown has incurred actual costs of $853,000, in the
aggregate, through January 3, 1999 for the foregoing matters.                   

        In 1987,  Graniteville Company ("Graniteville" (the assets of which were
sold to Avondale  Mills,  Inc.  ("Avondale")  in April 1996) was notified by the
South Carolina Department of Health and Environmental Control (the "DSHEC") that
it  discovered  certain  contamination  of Langley  Pond  ("Langley  Pond") near
Graniteville, South Carolina and that Graniteville may be one of the responsible
parties for such contamination.  In 1990 and 1991, Graniteville provided reports
to  DHEC  summarizing  its  required  study  and  investigation  of the  alleged
pollution and its sources which  concluded  that pond  sediments  should be left
undisturbed  and  that  other  remediation   alternatives   either  provided  no
significant additional benefits or themselves involved adverse effects. In 1995,
Graniteville  submitted a proposal regarding periodic monitoring of the site, to
which DHEC  responded with a request for  additional  information.  Graniteville
provided such information to DHEC in February 1996.  Triarc is unable to predict
at this time what further  actions,  if any, may be required in connection  with
Langley Pond or what the cost thereof may be. In addition,  Graniteville owned a
nine acre property in Aiken County,  South Carolina (the  "Vaucluse  Landfill"),
which was operated  jointly by Graniteville  and Aiken County as a landfill from
approximately  1950 to 1973. The United States  Environmental  Protection Agency
conducted a site  investigation  in 1991 and an  Expanded  Site  Inspection  (an
"ESI")  in  January  1994.   Graniteville   conducted  a   groundwater   quality
investigation in 1992 and a supplemental site assessment in 1994. Based on these
investigations,   DHEC   requested   that   Graniteville   enter   into   a     
consent   agreement   providing   for  comprehensive  assessment of the nature  
and extent of soil and groundwater contamination at the  site, if  any, and an  
evaluation of appropriate  remedial  alternatives.  DHEC and  Avondale  entered 
into a consent  agreement  in  December  1997.  In its public  filings, Avondale
estimated the cost of the  comprehensive  assessment  required  by  the  consent
agreement   to   be   between  $200,000  and  $400,000.   Because   Avondale's  
public  filings  indicate  that this  investigation  has not  concluded,  we are
currently unable to predict what further  actions,  if any, will be necessary to
address the landfill.  In connection  with the sale of Graniteville to Avondale,
we agreed to indemnify  Avondale for certain costs  incurred by it in connection
with the foregoing matters that are in excess of applicable reserves.           

Seasonality                                                                     

        Our beverage,  restaurant and propane  businesses  are seasonal.  In our
beverage businesses,  the highest revenues occur during spring and summer (April
through September). The royalty revenues of our restaurant business are somewhat
higher in our fourth quarter and somewhat  lower in the first  quarter.  Propane
operations  are  subject to the  seasonal  influences  of weather  which vary by
region.  Generally,  the demand for propane  during the  six-month  peak heating
season (October through March) is  substantially  greater than during the summer
months at both the retail and wholesale levels, and is significantly affected by
climatic variations.                                                            

Insurance Operations                                                            

        Historically,   our  subsidiary  Chesapeake  Insurance  Company  Limited
("Chesapeake  Insurance"),  (i) provided certain property insurance coverage for
us and  certain of our former  affiliates;  (ii)  reinsured a portion of certain
insurance  coverage  which  we  and  such  former  affiliates   maintained  with
unaffiliated  insurance companies  (principally workers'  compensation,  general
liability,  automobile  liability and group life); and (iii) reinsured insurance
risks of unaffiliated third parties through various group participations. During
the fiscal  year ended  April 30,  1993,  Chesapeake  Insurance  ceased  writing
reinsurance of risks of  unaffiliated  third parties,  and during the transition
period  from May 1, 1993 to  December  31,  1993,  Chesapeake  Insurance  ceased
writing  insurance or reinsurance of any kind for periods  beginning on or after
October 1, 1993.  On December 30, 1998 we sold all of our interest in Chesapeake
Insurance to International Advisory Services Ltd.                               

Employees                                                                       

        As of January 3, 1999, we had approximately  1,880 employees,  including
1,055  salaried  employees  and 845 hourly  employees.  We believe that employee
relations  are  satisfactory.  As of January 3, 1999,  approximately  192 of our
employees were covered by various collective bargaining agreements expiring from
time to time from the present  through 2001. A collective  bargaining  agreement
that expired March 15, 1999 is currently the subject of negotiations.           

Risk Factors                                                                    

        We wish to caution  readers  that in addition to the  important  factors
described  elsewhere in this Form 10-K, the following  important factors,  among
others,  sometimes  have  affected,  and in the future could affect,  our actual
results and could cause our actual consolidated results during 1999, and beyond,
to differ materially from those expressed in any forward-looking statements made
by, or on behalf of, us.                                                        

Our Substantial Leverage May Adversely Affect Us                

        We have a  significant  amount  of  indebtedness.  On an  unconsolidated
basis,  our  indebtedness  at  January  3, 1999 was  $138.0  million  (excluding
intercompany  debt  other  than a  $30.7  million  note  owed  to the  Operating
Partnership).   In  addition,   at  January  3,  1999  our  total   consolidated
indebtedness was $709.0 million.                                                

        In addition to the above  indebtedness,  our  subsidiaries may borrow an
additional  $60.0  million  of  revolving  credit  loans  under  the new  credit
facility,  subject to certain limitations contained in the credit facility,  the
indenture and instruments  governing our other debt. (See "Item 1 -- Business --
Refinancing  of Subsidiary  Indebtedness.")  If new debt is added to our current
debt levels, the related risks that we face could increase.  In addition,  under
our various debt agreements,  substantially all of our assets,  other than cash,
cash equivalents and short term investments, are pledged as collateral security.

        Our subsidiaries' new credit facility contains financial covenants that,
among other  things,  require our  subsidiaries  to maintain  certain  financial
ratios and restrict our subsidiaries'  ability to incur debt, enter into certain
fundamental  transactions  (including  certain mergers and  consolidations)  and
create or permit liens. If our  subsidiaries  are unable to generate  sufficient
cash flow or otherwise  obtain the funds necessary to make required  payments of
principal and interest under, or are unable to comply with covenants of, the new
credit  facility or the new indenture,  we would be in a default under the terms
thereof  which would permit the lenders  under the new credit  facility  and, by
reason of a cross default provision,  the indenture,  to accelerate the maturity
of the balance  thereof.  You should read the  information  we have  included in
Notes 8 and 26 to the Consolidated Financial Statements.                        

Holding Company Structure                                       

        Because we are  predominantly a holding company,  our ability to service
debt and pay dividends,  including  dividends on our common stock,  is primarily
dependent  upon (in  addition  to our cash,  cash  equivalents  and  short  term
investments on hand) cash flows from our  subsidiaries,  including  loans,  cash
dividends and  reimbursement  by subsidiaries to us in connection with providing
certain  management  services and  payments by  subsidiaries  under  certain tax
sharing  agreements.  At January 3, 1999, on an unconsolidated  basis, our total
cash, cash  equivalents and short-term  investments  were  approximately  $169.3
million.                                                                        

        Under the terms of  various  indentures  and credit  arrangements  which
govern our  principal  subsidiaries,  our  subsidiaries  are  subject to certain
restrictions on their ability to pay dividends  and/or make loans or advances to
us. The ability of any of our  subsidiaries  to pay cash  dividends  and/or make
loans or advances to us is also dependent upon the respective  abilities of such
entities to achieve sufficient cash flows after satisfying their respective cash
requirements, including debt service, to enable the payment of such dividends or
the making of such loans or advances.                                           

        In addition, our equity interests in our subsidiaries rank junior to all
of the respective indebtedness, whenever incurred, of such entities in the event
of their  respective  liquidation  or  dissolution.  As of January 3, 1999,  our
subsidiaries  had  aggregate  long-term  indebtedness  of  approximately  $571.0
million (excluding intercompany indebtedness).                                  

Successful Completion and Integration of Acquisitions           

        One  element  of  our  business  strategy  is to  continuously  evaluate
acquisitions  and business  combinations  to augment our  businesses.  We cannot
assure you that we will  identify  and  complete  suitable  acquisitions  or, if
completed,  that such  acquisitions  will be  successfully  integrated  into our
operations.   Acquisitions  involve  numerous  risks,   including   difficulties
assimilating new operations and products. We cannot assure you that we will have
access to the capital required to finance potential acquisitions on satisfactory
terms,  that any  acquisition  would result in long-term  benefits to us or that
management would be able to manage  effectively the resulting  business.  Future
acquisitions  may result in the  incurrence  of additional  indebtedness  or the
issuance of additional equity securities.                                       

We May Not Be Able to Continue to Improve Snapple's Operations  

        On May 22, 1997, we acquired  all  of  the  outstanding capital stock of
Snapple for approximately $300 million. Snapple's performance deteriorated sig- 
nificantly after the prior owners acquired it in December 1994 for approximately
$1.7 billion. Case sales declined from  72.0  million  cases  in  1994  to 49.6 
million  cases for the 12 months ended March 31, 1997,  and  revenues  declined 
from  $675.8  million  in  1994  to $550.8 million in 1996.  However,  Snapple's
case sales increased by approximately 8.4% in 1998 compared to 1997. We believe 
that  Snapple's  improved  results since we acquired it are largely attributable
to the following  factors: (1) relationships  with  distributors  have improved 
significantly;  (2) new  product  introductions  have  increased  dramatically; 
(3) Snapple's marketing campaigns; and (4) Snapple has been able to improve the 
profitability of its  international  business.  We cannot  assure  you  that our
efforts to improve  Snapple's  business will continue to be successful.         

We May Not Be Able to Develop Successful New Beverage Products  

        Part of our strategy is to increase our sales through the development of
new beverage  products.  Although we have successfully  launched a number of new
beverage products in 1997 and 1998, we cannot assure you that we will be able to
develop,  market and distribute  future beverage products that will enjoy market
acceptance.  The  failure to develop  new  beverage  products  that gain  market
acceptance  would have an adverse impact on our growth and materially  adversely
affect us.                                                                      

Arby's is Dependent on Restaurant Revenues and Openings         

        Arby's  principal  source of revenues are royalty fees received from its
franchisees. Accordingly, Arby's future revenues will be highly dependent on the
gross revenues of Arby's  franchisees and the number of Arby's  restaurants that
its franchisees operate.                                                        

Gross Revenues of Arby's Restaurants                            

        Competition  among national brand  franchisors and smaller chains in the
restaurant  industry  to  grow  their  franchise  systems  is  intense.   Arby's
franchisees are generally in competition for customers with franchisees of other
national and regional fast food chains and locally owned restaurants.  We cannot
assure you that the level of gross  revenues of Arby's  franchisees,  upon which
our royalty fees are dependent, will continue.                                  

Number of Arby's Restaurants                                    

        Numerous factors beyond our control affect  restaurant  openings.  These
factors include the ability of a potential restaurant owner to obtain financing,
locate an appropriate  site for a restaurant and obtain all necessary  state and
local  construction,  occupancy or other permits and  approvals.  Although as of
January 3, 1999 franchisees have signed commitments to open approximately  1,011
Arby's restaurants and have made or are required to make non-refundable deposits
of $10,000 per  restaurant,  we cannot  assure you that these  commitments  will
result in open restaurants.                                                     

        Arby's Reliance on Certain  Customers May Adversely Affect Us; We Remain
Contingently Liable on Certain Obligations.                     

        During 1998, Arby's received approximately 27% of its royalties from RTM
and its affiliates,  which are franchisees of over 700 Arby's  restaurants,  and
received  approximately 5% of its royalties from each of two other  franchisees.
Arby's  franchise  royalties  could decline from their present  levels if any of
these franchisees suffered significant declines in their businesses.            

        In addition,  RTM has assumed certain lease obligations and indebtedness
in  connection  with the  restaurants  that it acquired  from Arby's.  We remain
contingently  liable  if  RTM  fails  to  make  payments  on  those  leases and 
indebtedness.  You  should  read  the  information  we have included in Notes 3 
and 21 to the Consolidated Financial Statements.                                

      Royal Crown's Reliance on Certain Customers and Bottlers May Adversely
Affect Us                                                       

Private Label Sales                                             

        Royal  Crown  relies to a  significant  extent  upon  sales of  beverage
concentrates to Cott Corporation under a concentrate  supply agreement signed in
1994. Royal Crown's revenues from sales to Cott were approximately  12.6% of its
total  revenues  in 1996,  15.8% in 1997 and 17.2% in 1998.  If Cott's  business
declines,  or if Royal Crown's supply  agreement with Cott is terminated,  Royal
Crown's sales could be adversely affected.                                      

Bottlers                                                        

        Royal Crown relies upon its relationships with certain key bottlers. For
example:                                                                        

        $      RC Chicago  Bottling  Group  accounted for  approximately  23% of
               Royal  Crown's  domestic  revenues from  concentrate  for branded
               products during 1998;  American  Bottling  Company  accounted for
approximately 18% of such sales during 1998.      

        $      Royal   Crown's  ten  largest   bottler   groups   accounted  for
               approximately   79%  of  Royal  Crown's  domestic  revenues  from
concentrate for branded products during 1998.     

Royal  Crown's  sales would  decline from their  present  levels if any of these
major bottlers  stopped  selling RC Cola brand  products  unless and until Royal
Crown established a comparable  relationship  with one or more new bottlers.  We
cannot assure you that new bottlers  would provide Royal Crown with the level of
sales that these bottlers have.                                                 

Competition from Other Beverage and Restaurant Companies        
Could Adversely Affect Us                                       

        The premium  beverage,  carbonated soft drink and restaurant  industries
are highly  competitive.  Many of our  competitors  have  substantially  greater
financial,  marketing, personnel and other resources that we do. You should read
the information we have included in "Item 1. Business -- Competition."          

Weather Conditions Affect the Demand for Propane                

        Weather conditions, which can vary substantially from year to year, have
a significant impact on the demand for propane for both heating and agricultural
purposes. Many customers of the Operating Partnership rely heavily on propane as
a heating fuel. Accordingly, the volume of propane sold is at its highest during
the  six-month  peak  heating  season of October  through  March and is directly
affected  by the  severity of the winter  weather.  Actual  weather  conditions,
therefore,  may  significantly  affect  the  Operating  Partnership's  financial
performance.  Furthermore,  despite the fact that overall weather conditions may
be normal,  variations  in weather in one or more regions in which the Operating
Partnership  operates can significantly  affect the total volume of propane sold
by the Operating  Partnership,  and  consequently,  the Operating  Partnership's
results of operations.                                                          

Environmental Liabilities                                                       

        Certain  of our  operations  are  subject  to  federal,  state and local
environmental laws and regulations concerning the discharge,  storage,  handling
and disposal of hazardous or toxic substances. Such laws and regulations provide
for  significant fines, penalties and liabilities, in certain cases without re- 
gard  to whether the owner  or  operator  of  the  property  knew  of,  or  was 
responsible  for, the release or presence of such hazardous or toxic substances.
In addition,  third parties may make  claims  against  owners  or  operators  of
properties  for  personal injuries  and property  damage  associated  with  re- 
leases of hazardous or toxic substances.  Although  we believe  that our opera- 
tions  comply  in  all  material  respects  with  all  applicable  environmental
laws and  regulations,  we  cannot  predict  what  environmental  legislation or
regulations  will be enacted in  the  future  or how  existing or future laws or
regulations  will  be  administered  or  interpreted.  We  cannot  predict  the 
amount of future  expenditures which may be required in order to comply with any
environmental  laws or  regulations  or to satisfy any such claims.             

Possible Disruption of Business Due to Year 2000 Problem        

        Many computer systems and software  products will not function  properly
in the year 2000 and  beyond  due to a  once-common  programming  standard  that
represents years using two digits. Alleviating this problem is often referred to
as becoming  year 2000  compliant.  We are  undertaking  a study of our computer
systems to determine  whether they are year 2000  compliant and, if they are not
year 2000  compliant,  what  modifications  are  required.  We believe  that the
majority  of our  systems  are  currently  year 2000  compliant,  including  all
significant  systems in our restaurant  business.  However,  certain significant
systems in our beverage  business,  primarily  Royal Crown's  order  processing,
inventory control and production  scheduling system,  required remediation which
was completed in the first  quarter of 1999.  As a result,  we have no reason to
believe that any of our mission  critical  systems are not year 2000  compliant.
However,  if final  testing  and  implementation  steps  reveal  any  year  2000
compliance  problems  which  cannot be  corrected  prior to January  1, 2000,  a
material impact on our operations could result.  We have inquired as to the year
2000 compliance of significant  third parties that we have  relationships  with,
such as our suppliers, banking institutions,  customers, and payroll processors.
We are also  subject to certain  risks if these third  parties are not year 2000
compliant.  We have engaged consultants to review the compliance efforts of each
of our  operating  businesses.  The  consultants  are  assisting  us to complete
inventory of critical  applications  and complete formal  documentation  of year
2000 compliance of hardware and software as well as mission critical  customers,
vendors and service providers.  We cannot determine the impact on our results of
operations in the event that these third parties are not year 2000 compliant. As
of January 3, 1999, we had incurred $0.7 million to be year 2000 compliant.  The
current estimated  additional cost to complete such remediation is $1.3 million.
You should read the  information  we have  included  under the caption  "Item 7.
--Management's  Discussion  and Analysis of Financial  Condition  and Results of
Operations--Year 2000."                                                         

ITEM 2. PROPERTIES.                                                             

        We believe that our  properties,  taken as a whole,  are generally  well
maintained and are adequate for our current and  foreseeable  business needs. We
lease a majority of the properties.                                             

        We have set forth in the following table certain  information  about the
major plants and  facilities  of each of our business  segments,  as well as our
corporate headquarters, as of January 3, 1999:                                  

                                                                   APPROXIMATE
                                                                  SQ. FT. OF
ACTIVE FACILITIES    FACILITIES-LOCATION             LAND TITLE     FLOOR SPACE 
-----------------    -------------------             ----------     ----------- 
Triarc Corporate                                                                
Headquarters........ New York, NY                      1 leased        26,600   
Beverages............Concentrate Mfg:                                           
                  Columbus, GA                      1 owned        216,000
(including office)                    
TBG Headquarters                      
                  White Plains, NY                  1 leased        53,600
Cable Car Headquarters                
                  Denver, CO                        1 leased         4,200
                   Office/Warehouse Facilities       7 leased       656,000*
(various locations)                   
Restaurants..........Headquarters                      1 leased        47,300** 
Ft. Lauderdale, FL                    

Propane..............Headquarters                      1 leased        17,000   
                  155 Full Service Centers and      193 owned      550,000
                  100 Remote Storage Facilities     62 leased          ***
(various locations                    
throughout the                        
United States)                        
2 Underground storage                 
terminals                             
2 Above ground                        
storage terminals                     

------------                                                                    
*       Includes 180,000 square feet of warehouse space that is subleased to a  
third party.                                                    

**      Royal Crown subleases approximately 3,500 square feet of this space from
Arby's.                                                         

***     The  propane  facilities  have  approximately  33.1  million  gallons of
        storage capacity (including approximately one million gallons of storage
capacity currently leased to third parties).                    

        Arby's also owns four and leases eleven  properties  which are leased or
sublet  principally to franchisees and has leases for nine inactive  properties.
Our  other  subsidiaries  also  own  or  lease  a few  inactive  facilities  and
undeveloped properties, none of which are material to our financial condition or
results of operations.                                                          

        Substantially  all of the properties  used in our businesses are pledged
as collateral for certain debt.                                                 

ITEM 3. LEGAL PROCEEDINGS.                                                      

        The Company is a party to two consolidated  actions in the United States
District  Court for the  Southern  District of New York  involving  three former
court  appointed  directors of the Company's  Board.  In March 1995, the Company
paid  fees to the  former  directors  for  their  services  as  court  appointed
directors  and,  in  connection  with the  payment  of those  fees,  the  former
directors executed release/agreements in favor of the Company.                  

        In November  1995, the Company  commenced the first of the  consolidated
actions,  in New York State  court,  alleging  that the former  court  appointed
directors  violated the  release/agreements  by  initiating  legal  proceedings,
subsequently  dismissed,  for the purpose of obtaining  additional  fees of $3.0
million.  The former  directors  filed a  third-party  complaint  in that action
against  Nelson Peltz for  indemnification.  On June 27, 1996,  the former court
appointed  directors  commenced  the second of the  consolidated  actions in the
United States District Court for the Northern District of Ohio, asserting claims
against  Nelson  Peltz and others.  In an amended  complaint,  the former  court
appointed directors alleged,  among other things, that the defendants  conspired
to mislead a federal court in connection with the change of control of Triarc in
April 1993 and in  connection  with the  payment of the former  court  appointed
directors'  fees.  The former court  appointed  directors  also alleged that Mr.
Peltz and Steven  Posner  conspired to frustrate  collection  of amounts owed by
Steven Posner to the United States.  The amended complaint  sought,  among other
relief,  damages in an amount not less than $4.5 million, an order returning the
former court  appointed  directors to the Company's  Board and rescission of the
1993  change of control transaction. By order dated February 10, 1999, the court
granted Mr. Peltz's motion for summary  judgment with respect to all the claims 
against  him  in  the  consolidated  actions.  The  court has granted the former
court appointed directors'  permission to move for reconsideration as to certain
of their claims. No trial date has been set for the remaining claims.           

        On February  19,  1996,  Arby's  Restaurants  S.A.  de C.V.,  the master
franchisee of Arby's in Mexico, commenced an action in the civil court of Mexico
against Arby's.  The plaintiff alleged that a non-binding letter of intent dated
November 9, 1994 between the plaintiff and Arby's constituted a binding contract
pursuant to which Arby's had obligated itself to repurchase the master franchise
rights from the  plaintiff  for $2.85  million  and that  Arby's had  breached a
master development  agreement between the plaintiff and Arby's. Arby's commenced
an arbitration proceeding pursuant to the terms of the franchise and development
agreements.  In September  1997, the arbitrator  ruled that the November 9, 1994
letter of intent was not a binding contract and the master development agreement
was properly terminated.  The plaintiff challenged the arbitrator's decision and
in March 1998,  the civil court of Mexico ruled that the November 9, 1994 letter
of intent was a binding  contract and ordered Arby's to pay the plaintiff  $2.85
million, plus interest and value added tax. In May 1997, the plaintiff commenced
an action  against  Arby's in the United States  District Court for the Southern
District of Florida alleging that Arby's had engaged in fraudulent  negotiations
with the  plaintiff in  1994-1995,  in order to force the  plaintiff to sell the
master  franchise  rights for Mexico to Arby's cheaply and Arby's had tortiously
interfered with an alleged  business  opportunity  that the plaintiff had with a
third party. Arby's has moved to dismiss that action. The parties have agreed to
settle all the  litigation  including  the Mexican court case and on December 4,
1998 entered into an escrow  agreement  pursuant to which Arby's deposited $1.65
million in escrow.  Under the terms of the escrow  agreement,  as  amended,  the
funds  will  be  released  to the  plaintiff  if by July  1,  1999 a  definitive
settlement  agreement  has been  executed  by the  parties  and,  if  necessary,
approved  by a  Mexican  court  presiding  over the  plaintiff's  suspension  of
payments  proceeding.  If the  definitive  settlement  agreement  has  not  been
executed by July 1, 1999, the escrowed funds will be returned to Arby's.  During
the pendency of the escrow arrangement, the parties will stay all proceedings in
the United States and, to the extent  possible,  not pursue the  proceedings  in
Mexico.                                                                         

        On  June  3,  1997,  ZuZu,  Inc.  ("ZuZu")  and  its  subsidiary,   ZuZu
Franchising  Corporation ("ZFC") commenced an action (the "ZuZu Action") against
Arby's,  Inc.  ("Arby's")  and Triarc in the  District  Court of Dallas  County,
Texas.  ZuZu  sought  actual  damages in excess of $70.0  million  and  punitive
damages  of not  less  than  $200.0  million  against  Triarc  for  its  alleged
appropriation of trade secrets, conversion and unfair competition. Additionally,
plaintiffs  sought  injunctive  relief against Arby's and Triarc  enjoining them
from  disclosing  or using  ZuZu's  trade  secrets.  ZFC also made a demand  for
arbitration  in which it alleged  that  Arby's had  breached a Master  Franchise
Agreement between ZFC and Arby's. In the arbitration proceeding, Arby's asserted
counterclaims against ZuZu for unjust enrichment,  breach of contract and breach
of the duty of good faith and fair dealing. In the arbitration  proceeding,  ZFC
was awarded  damages of $765,000 on its claims and Arby's was awarded $75,000 on
a  counterclaim,  resulting  in a net damages  award of  $690,000  for ZFC. In a
related  case,  on March 13,  1998  Gregg  Katz,  Susan  Katz  Zweig and ZuZu of
Orlando,  LLC, a ZuZu  franchisee  and the  owners/investors  of the  franchisee
corporation,  commenced an action (the "Katz Action") against Arby's,  ZuZu, ZFC
and Triarc in the Superior Court of Fulton County  Georgia.  Plaintiffs  alleged
that, among other things,  the various  defendants  breached the development and
franchise  agreements  between the  plaintiffs  and ZuZu,  as well as other oral
agreements,  made  false  representations,   intentionally  failed  to  disclose
material   information,   and  violated   several  Florida  and  Texas  business
opportunity and similar  statutes.  The plaintiffs  sought actual damages of not
less than $600,000,  consequential damages, punitive damages, treble damages and
other fees,  costs and expenses.  On November 30, 1998, both the ZuZu Action and
the Katz Action were settled for an aggregate payment of $820,000.              

        On  June  25,  1997,  Kamran  Malekan  and  Daniel  Mannion,   allegedly
stockholders  of the  Company,  commenced  an  action in the  Delaware  Court of
Chancery,  New Castle County against the directors and certain former  directors
of the  Company,  and naming  the  Company  as a nominal  defendant.  The action
purports  to assert  claims on behalf of the  Company and a class of all persons
who held stock of the Company on April 25, 1994.  In an amended  complaint,  the
plaintiffs allege that the defendants violated their fiduciary duties and duties
of good faith to the Company and its stockholders  and violated  representations
in the Company's 1994 Proxy Statement by granting certain compensation to Nelson
Peltz and  Peter  May in 1994- 1997,  including special bonuses to Messrs. Peltz
and May in 1996. The  plaintiffs  further  allege  that the 1994 Proxy Statement
contained false and misleading statements concerning the  Company's compensation
plans. The amended  complaint seeks,  among  other  remedies,  rescission of all
option grants to Messrs.  Peltz and  May that allegedly  contravene the repre-  
sentations in the 1994 Proxy Statement,  an order directing Messrs.  Peltz  and 
May to repay to the Company  their 1996  special  bonuses,  an order  enjoining 
the  defendants  from awarding   compensation  to  Messrs.   Peltz  and  May  in
violation  of  the representations in the 1994 Proxy Statement and damages. Dis-
covery has commencedin the action.                                              

        On August 13, 1997,  Ruth LeWinter and Calvin  Shapiro,  both  allegedly
Company stockholders,  commenced a purported class and derivative action against
certain current and former directors of the Company, and naming the Company as a
nominal defendant, in the United States District Court for the Southern District
of New York.  The complaint  asserts  substantially  the same claims,  and seeks
substantially  the same relief,  as the amended  complaint in the Malekan action
discussed above. The Company,  its current directors,  and certain of its former
directors  have  moved  to  dismiss  or stay the  LeWinter  action  pending  the
resolution of the Malekan  action.  That motion is pending.  On October 2, 1997,
five former directors of the Company, including the three former court-appointed
directors,  filed  cross-claims  in the LeWinter  action against the Company and
Nelson Peltz.  The  cross-claims  alleged that Mr. Peltz violated an undertaking
given to a federal  court in February 1993 by failing to vote his shares to keep
the former  directors on the Company's  Board, and that he conspired with Steven
Posner to  violate a court  order  prohibiting  Mr.  Posner  from  serving as an
officer or director of the Company. The former directors seek indemnification in
connection with the LeWinter action;  damages in an unspecified amount in excess
of $75,000;  and costs and attorney's fees. The Company and Mr. Peltz have moved
to dismiss the  cross-claims,  and the former  directors have moved for specific
enforcement of their claim for indemnification.  By order dated October 8, 1998,
the court  denied the motion for  specific  enforcement  as to the three  former
court  appointed  directors,  and  granted the motion as to the other two former
directors.  The  Company's  motion to  dismiss  the  remaining  cross-claims  is
pending. There has been no discovery in the action to date.                     

        In October 1997, Mistic commenced an action against Universal  Beverages
Inc. ("Universal"),  a former Mistic co-packer,  Leesburg Bottling & Production,
Inc. ("Leesburg"),  an affiliate of Universal,  and Jonathan O. Moore ("Moore"),
an individual  affiliated with Universal and Leesburg,  in the Circuit Court for
Duval  County,  Florida.  The  action,  which was  subsequently  amended  to add
additional defendants,  seeks, among other things, damages and injunctive relief
arising out of the fraudulent  disposition  of certain raw  materials,  finished
product and equipment owned by Mistic.  In their answer,  counterclaim and third
party  complaint,  certain  defendants  have  alleged  various  causes of action
against Mistic,  Snapple and Triarc,  and seek damages of $6 million relating to
an alleged  oral  agreement  by  Snapple  and  Mistic to have  Universal  and/or
Leesburg contract manufacture Snapple and Mistic products, and also allege fraud
in the inducement and negligent misrepresentation. These defendants also seek to
recover  various  amounts  totaling  approximately  $440,000  allegedly  owed to
Universal for co-packing and other services rendered. Mistic, Snapple and Triarc
vigorously  deny and  intend to defend  against  the  allegations  contained  in
defendants counterclaim.                                                        

        In connection with the Proposed Going Private Transaction, various class
actions  had been  brought on behalf of  Triarc's  stockholders  in the Court of
Chancery of the State of  Delaware  challenging  the offer by Messrs.  Peltz and
May.  These class  actions name Triarc,  Messrs.  Peltz and May and directors of
Triarc as defendants. The class actions allege that consummation of the offer by
Messrs.  Peltz and May would  constitute  a breach  of the  fiduciary  duties of
Triarc's  directors,  that the proposed  consideration to be paid for the Triarc
common stock in the Proposed Going Private  Transaction was unfair,  and demand,
in  addition  to damages and costs,  that  consummation  of the offer by Messrs.
Peltz and May be enjoined.  On March 26,  1999,  four of the  plaintiffs  in the
foregoing  actions  filed an  amended  complaint  alleging  that the  defendants
violated  fiduciary  duties  owed to the  Company's  stockholders  by failing to
disclose, in connection with the Company's Dutch Auction self-tender offer, that
the Special  Committee had allegedly  determined that the Proposed Going Private
Transaction was unfair. The amended  complaint  seeks  an  injunction  enjoining
consummation of the self-tender offer unless the alleged  disclosure  violations
are cured, and requiring the Company to provide additional disclosure,  together
with damages in an unspecified amount.                                          

        On March 23,  1999,  Norman  Salsitz,  allegedly  a  stockholder  of the
Company,  filed a complaint in the United States District Court for the Southern
District of New York  against the  Company,  Nelson  Peltz,  and Peter May.  The
complaint  purports to assert a claim for alleged  violation of Section 14(e) of
the  Securities  Exchange Act of 1934, as amended,  on behalf of all persons who
held stock in the Company as of March 10, 1999.  The complaint  alleges that the
Company's  tender  offer  statement  filed  with  the  Securities  and  Exchange
Commission in connection with the proposed Dutch Auction  self-tender  offer was
materially  false and  misleading  in that,  among  other  things,  it failed to
disclose alleged recent  valuations of the Company,  which the complaint alleges
showed that the self-tender price was unfair to the Company's stockholders.  The
complaint seeks damages in an amount to be determined, together with prejudgment
interest,  the costs of suit,  including  attorneys' fees, and unspecified other
relief.                                                                         

        Other matters have arisen in the ordinary course of our business, and it
is the opinion of management that the outcome of any such matter will not have a
material  adverse effect on our consolidated  financial  condition or results of
operations.                                                                     

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                    

        We held our 1998  Annual  Meeting of  Stockholders  on May 6, 1998.  The
matters  acted upon by the  stockholders  at that meeting  were  reported in our
Quarterly Report on Form 10-Q for the quarter ended March 29, 1998.             

     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY                                 
AND RELATED STOCKHOLDER MATTERS.                        

        The  principal  market  for Class A Common  Stock is the New York  Stock
Exchange  ("NYSE")  (symbol:  TRY).  The high and low market prices for Triarc's
Class A Common  Stock,  as reported in the  consolidated  transaction  reporting
system, are set forth below:                                                    

                                            MARKET PRICE
                                             -----------------------------
FISCAL QUARTERS                                HIGH            LOW  
-----------------------------------------------------------------------------   

1997                                                                            
First Quarter ended March 30................  $18             $11   
 Second Quarter ended June 29................   23 5/8          15 7/8
Third Quarter ended September 28............   23 1/8          18   
 Fourth Quarter ended December 28............   25 1/4          17 5/8

1998                                                                            
First Quarter ended March 29.................  28 1/4          23   
 Second Quarter ended June 28.................  27 3/4          21 1/2
 Third Quarter ended September 27.............  23 1/4          14 1/2
 Fourth Quarter ended January 3, 1999.........  16 1/2          12 3/8

        We did not pay any dividends on our common stock in 1997, 1998 or in the
current year to date and do not presently  anticipate  the  declaration  of cash
dividends on our common stock in the near future.                               

        As of March 15, 1999,  there were 5,997,622 shares of our Class B Common
Stock outstanding, all of which were owned by Victor  Posner and an entity  con-
trolled by Victor Posner (together,  the "Posner Entities").  All such shares of
Class B Common Stock can be converted without restriction into shares of Class A
Common Stock if they are sold  to a third  party  unaffiliated  with  the Posner
Entities.  We,  or our designee,  have  certain rights of first  refusal if such
shares are sold to an unaffiliated  third party. There is no established  public
trading market for  the Class B  Common  Stock.  We  have  no  class  of  equity
securities  currently issued and outstanding except for the Class A Common Stock
and the Class B Common Stock.                                                   

        Because we are predominantly a holding company,  our ability to meet our
cash requirements  (including  required  interest and principal  payments on our
indebtedness)  is  primarily  dependent  upon (in  addition  to our  cash,  cash
equivalents   and  short  term   investments   on  hand)  cash  flows  from  our
subsidiaries,  including loans, cash dividends and reimbursement by subsidiaries
to us in connection with our providing certain management  services and payments
by subsidiaries under certain tax sharing agreements. Under the terms of various
indentures and credit  arrangements,  our principal  subsidiaries  are currently
unable to pay any dividends or make any loans or advances to us. In addition, in
connection with a waiver of the covenant default, in February 1999 the Operating
Partnership  agreed that it will not make any distributions  directly or through
the Partnership to the holders of common units of the  Partnership  until all of
its obligations  under its bank facility  agreement have been repaid in full and
the obligations of the lenders  thereunder are terminated.  National Propane has
also  agreed  to  forego  future  distributions  from  the  Partnership  on  its
subordinated  units  ("Subordinated  Distributions")  in order to facilitate the
Partnership's  compliance  with a  covenant  restriction  in its  bank  facility
agreement.  Under the partnership agreement of the Partnership,  the Partnership
may not make Subordinated Distributions until all arrearages on its common units
have been paid in full.  At January  3, 1999,  the  aggregate  arrearage  on the
common units was approximately $5.3 million.  The foregoing will limit the funds
that National  Propane will have  available to dividend or loan to us. See "Item
1.  Business  --  Liquefied   Petroleum  Gas  (National   Propane),"   "Item  7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations -- Liquidity and Capital  Resources"  and Note 7 to the  Consolidated
Financial Statements.                                                           

        On October 13, 1997, we announced that our  management  was  authorized,
when and if market  conditions  warranted,  to purchase from time to time during
the twelve  month  period  ending  November  26,  1998 up to $20  million of our
outstanding Class A Common Stock. In March 1998 such amount was increased to $30
million.  On July 28, 1998, we announced that the stock  repurchase  program had
been increased,  bringing the then total availability under the stock repurchase
program to $50 million.  In addition,  the term of the stock repurchase  program
was  extended  until July 27,  1999.  As of July 28,  1998,  we had  repurchased
348,700  shares of Class A Common  Stock at an aggregate  cost of  approximately
$8.9 million under the then existing stock repurchase  program.  In light of the
Proposed Going Private Transaction  (described above), we suspended repurchasing
shares under the stock  repurchase  program  and, in light of the Dutch  Auction
tender offer described above, on March 10, 1999 the $50 million stock repurchase
program was terminated.  Through such date, we repurchased  1,391,350  shares of
Class A Common Stock, at an aggregate cost of approximately $21.8 million, under
the $50 million stock repurchase  program. In addition to the shares repurchased
pursuant to the stock repurchase  program,  in connection with the completion of
the sale by us in February 1998 of $360 million  principal amount at maturity of
Debentures   (described  above),  we  repurchased  from  the  purchaser  of  the
Debentures  one  million  shares  of our Class A Common  Stock for an  aggregate
purchase price of approximately $25.6 million. See Item 1. "Business--Withdrawal
of Going Private  Proposal;  Dutch Auction Tender Offer" and "--Issuance of Zero
Coupon Convertible Subordinated Debentures."                                    

        As of March 15, 1999, there were  approximately  4,275 holders of record
of our  Class A Common  Stock  and two  holders  of record of our Class B Common
Stock.                                                                          

ITEM 6.  SELECTED FINANCIAL DATA (1)                                            

                                                        [Enlarge/Download Table]


                                                              YEAR ENDED DECEMBER 31,            YEAR ENDED       YEAR ENDED     
                                            -----------------------------------------------     DECEMBER 28,      JANUARY 3,     
                                                 1994            1995              1996          1997 (2)             1999       
                                                 ----            ----              ----          --------             ----       
                                                                           (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)               

                                                                                                                                 
Revenues...................................$ 1,022,671       $  1,142,011       $ 928,185       $  861,321        $ 815,036      
Operating profit (loss)....................     54,446  (5)        23,145  (6)    (17,853)  (8)     26,962  (9)      81,842      
Income (loss) from continuing operations...    (10,612) (5)       (39,433) (6)    (13,698)  (8)    (20,553) (9)      12,036  (11)
Income from discontinued operations........      4,619              2,439           5,213           20,718            2,600      
Extraordinary items .......................     (2,116)               --           (5,416)          (3,781)             --       
Net income (loss)..........................     (8,109) (5)       (36,994) (6)    (13,901)  (8)     (3,616) (9)      14,636  (11)
Preferred stock dividend requirements (3)..     (5,833)               --              --               --               --       
Net income (loss) applicable to common                                                                                           
  stockholders.............................    (13,942)           (36,994)        (13,901)          (3,616)          14,636      
Basic income (loss) per share (4):                                                                                               
  Continuing operations....................       (.71)             (1.32)           (.46)            (.68)             .40      
  Discontinued operations..................        .20                .08             .18              .69              .08      
  Extraordinary items......................       (.09)               --             (.18)            (.13)             --       
  Net income (loss) per share..............       (.60)             (1.24)           (.46)            (.12)             .48      
Diluted income (loss) per share (4):                                                                                             
  Continuing operations....................       (.71)             (1.32)           (.46)            (.68)             .38      
  Discontinued operations..................        .20                .08             .18              .69              .08      
  Extraordinary items......................       (.09)               --             (.18)            (.13)             --       
  Net income (loss) per share..............       (.60)             (1.24)           (.46)            (.12)             .46      
Total assets...............................    911,236          1,077,173         831,785        1,004,873         1,019,892     
Long-term debt.............................    606,374            758,292         469,154          604,680          698,981      
Redeemable preferred stock.................     71,794                --   (7)        --               --               --       
Stockholders' equity (deficit).............    (31,783)            20,650  (7)      6,765           43,988 (10)      10,914      
Weighted-average common shares                                                                                                   
  outstanding..............................     23,282             29,764          29,898           30,132           30,306      


(1)  Selected  Financial  Data for the  years  prior to the  fiscal  year  ended
     December  28,  1997  have  been  retroactively   restated  to  reflect  the
     discontinuance of the Company's dyes and specialty  chemicals business sold
in December 1997.                                                     

(2)  The  Company  changed  its  fiscal  year  from a  calendar  year  to a year
     consisting  of 52 or 53 weeks  ending on the Sunday  closest to December 31
effective for the 1997 fiscal year.                                   

(3)  The Company has not paid any  dividends on its common  shares during any of
the years presented.                                                  

(4)  Basic and diluted  loss per share are the same for each of the years in the
     four-year  period ended  December 28, 1997 since all  potentially  dilutive
     securities  would have had an antidilutive  effect for all such years.  The
     shares  used in the  calculation  of diluted  income per share for the year
     ended January 3, 1999 (31,439,000)  reflect 1,133,000 shares for the effect
of dilutive stock options.                                            

(5)  Reflects  certain  significant  charges and credits recorded during 1994 as
     follows:  $9,972,000 charged to operating profit representing $8,800,000 of
     facilities  relocation  and  corporate   restructuring  and  $1,172,000  of
     advertising   production   costs  that  in  prior  periods  were  deferred;
     $4,782,000  charged to loss from  continuing  operations  representing  the
     aforementioned  $9,972,000 charged to operating profit, $7,000,000 of costs
     of a proposed  acquisition not consummated  less $6,043,000 of gain on sale
     of natural  gas and oil  business,  less  $6,147,000  of income tax benefit
     relating to the aggregate of the above net charges; and $10,798,000 charged
     to net loss representing the aforementioned $4,782,000 charged to loss from
     continuing   operations,   $3,900,000  loss  on  disposal  of  discontinued
     operations   and  a   $2,116,000   extraordinary   charge  from  the  early
extinguishment of debt.                                               

(6)  Reflects  certain  significant  charges and credits recorded during 1995 as
     follows: $16,642,000 charged to operating profit representing a $14,647,000
     reduction  in the carrying  value of  long-lived  assets  impaired or to be
     disposed,  $2,700,000 of facilities relocation and corporate  restructuring
     and $3,331,000 of accelerated  vesting of restricted stock, less $4,036,000
     of other net credits; $9,344,000 charged to loss from continuing operations
     representing the  aforementioned  $16,642,000  charged to operating profit,
     $1,000,000  of equity in losses of an  investee,  less  $15,088,000  of net
     gains  consisting of $11,945,000  of gain on sale of excess  timberland and
     $3,143,000  of other net  gains,  plus  $690,000  of income  tax  provision
     relating  to the  aggregate  of the  above  net  charges  and a  $6,100,000
     provision for income tax contingencies; and $15,199,000 charged to net loss
     representing the aforementioned  $9,344,000 charged to loss from continuing
     operations  and  $4,195,000  of  equity  in  losses  and  write-down  of an
     investment in an investee and  $1,660,000 of  litigation  settlement  costs
both included in discontinued operations.                             

(7)  In 1995 all of the  redeemable  preferred  stock was converted into class B
     common stock and an additional  1,011,900 class B common shares were issued
    resulting in an $83,811,000 improvement in stockholders' equity (deficit).

(8)  Reflects  certain  significant  charges and credits recorded during 1996 as
     follows:  $73,100,000  charged to operating loss representing a $64,300,000
     charge for a reduction in the carrying value of long-lived  assets impaired
     or to be disposed and  $8,800,000  of facilities  relocation  and corporate
     restructuring;  $1,279,000  charged  to  loss  from  continuing  operations
     representing the aforementioned $73,100,000 charged to operating loss, less
     $77,000,000 of gains on sale of businesses,  net, plus $5,179,000 of income
     tax  provision  relating to the  aggregate  of the above net  credits;  and
     $6,695,000 charged to net loss representing the  aforementioned  $1,279,000
     charged to loss from continuing  operations and a $5,416,000  extraordinary
charge from the early extinguishment of debt.                         

(9)  Reflects  certain  significant  charges and credits recorded during 1997 as
     follows: $38,890,000 charged to operating profit representing a $31,815,000
     charge  for   acquisition   related  costs  and  $7,075,000  of  facilities
     relocation and corporate  restructuring;  $20,444,000  charged to loss from
     continuing operations  representing the aforementioned  $38,890,000 charged
     to operating  profit,  $4,955,000 of gain on sale of businesses,  net, less
     $13,491,000  of income tax benefit  relating to the  aggregate of the above
     net  charges;   and  $4,716,000   charged  to  net  loss  representing  the
     aforementioned $20,444,000 charged to loss from continuing operations, less
     $19,509,000  of gain on  disposal  of  discontinued  operations  and plus a
$3,781,000 extraordinary charge from the early extinguishment of debt.

(10) In 1997, in connection with the Stewart's  acquisition,  the Company issued
     1,566,858 shares of its common stock with a value of $37,409,000 for all of
     the  outstanding  stock of Cable Car and 154,931 stock options with a value
     of $2,788,000 in exchange for all of the outstanding stock options of Cable
Car resulting in an increase in stockholders' equity of $40,197,000.  

(11) Reflects  certain  charges  and  credits  recorded  during 1998 as follows:
     $1,476,000  charged to income from  continuing  operations  representing  a
     $9,298,000   charge  for  other  than   temporary   unrealized   losses  on
     investments,  less  $7,215,000  of gain on sale of  businesses,  net,  less
     $607,000 of income tax benefit  relating to the  aggregate of the above net
     charges;   and  $1,124,000   credited  to  net  income   representing   the
     aforementioned $1,476,000 charged to income from continuing operations more
  than offset by a $2,600,000 gain on disposal of discontinued operations.

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.                                                

INTRODUCTION                                                                    

      We are a leading premium beverage company, a restaurant franchisor, a soft
drink  concentrate   producer  and  have  an  equity  investment  in  a  propane
distributor.  Since 1995 we have  acquired  the Mistic,  Snapple  and  Stewart's
premium  beverage  brands,  in 1996 we sold 57.3% of the propane business and in
1997 we sold all our  company-owned  restaurants  to an existing  franchisee and
focused on building  the strength of our premium  beverage and Arby's  franchise
businesses.                                                                     

      In our premium  beverage  business we derive revenues from the sale of our
premium beverage products to distributors.  All of our premium beverage products
are produced by  third-party  co-packers  that we supply with raw  materials and
packaging.  We also derive revenues from the  distribution of products in two of
our key markets.  By acting as our own distributor in key markets we are able to
drive sales and improve focus on current and new products.                      

      In our soft drink  concentrate  business (Royal Crown) we currently derive
our revenues from the sale of our carbonated soft drink  concentrate to bottlers
and private  label  customers.  To a much lesser  extent,  prior to 1998 we also
derived revenues from the sale of finished product. Gross margins on concentrate
sales are generally higher than on finished product sales.                      

      In our  restaurant  franchising  business  we  currently  derive  all  our
revenues from  franchise  royalties and  franchise  fees.  While over 75% of our
existing royalty  agreements and all of our new domestic royalty  agreements are
for 4% of  franchise  revenues,  our  average  rate was  3.2% in 1998.  We incur
selling,  general  and  administrative  costs  but no cost of goods  sold in our
franchising business.                                                           

      In connection with our propane  investment,  we currently record our 42.7%
share of the income or loss of the partnership (the "Propane Partnership") which
operates the propane business.  Following  amendments to the Propane Partnership
agreements on December 28, 1997, we no longer have substantive  control over the
Propane Partnership and, accordingly,  as of that date no longer consolidate the
propane business.                                                               

      None of our businesses requires  significant capital  expenditures because
we own no  restaurants  or  manufacturing  facilities,  other than a Royal Crown
concentrate  manufacturing facility. The amortization of goodwill and trademarks
results in significant non-cash charges.                                        

      In  recent  years  our  premium  beverage  business  has  experienced  the
following trends:                                                               

o      Acquisition/consolidation of distributors                    
o      The development of proprietary packaging                     
   o      Increased pressure by competitors to achieve account exclusivity
o      The increased use of plastic packaging                       
 o      The proliferation of new products including premium beverages,
    bottled water and beverages enhanced with herbal additives
(e.g. ginseng and echinachea)                         
     o      Increased emphasis by distributors in placing refrigerated coolers
          necessitating increased equipment purchases by such distributors
  o      Increased use of multi-packs and variety packs in certain trade
channels                                              

      In recent years our soft drink  concentrate  business has  experienced the
following trends:                                                               

o      Increased competition in the form of lower prices            
   o      Increased pressure by competitors to achieve account exclusivity
o      Acquisition/consolidation of bottlers                        
 o      Increased emphasis by bottlers in placing refrigerated coolers
      necessitating increased equipment purchases by such bottlers
o      Increased use of multi-packs in certain trade channels       
o      Increased market share of private label beverages            

      In recent years our  restaurant  business has  experienced  the  following
trends:                                                                         

      o      Consistent  growth of the  restaurant  industry as a percentage  of
             total food-related spending, with the quick service restaurant,  or
             fast food segment, in which the Company operates, being the fastest
growing segment of the restaurant industry            
      o      Increased  price  competition  in  the  quick  service   restaurant
             industry, particularly as evidenced by the value menu concept which
             offers  comparatively  lower  prices on  certain  menu  items,  the
             combination  meals concept  which offers a  combination  meal at an
             aggregate  price lower than the individual food and beverage items,
couponing and other price discounting                 
      o      The addition of selected  higher-priced  premium  quality  items to
             menus,  which  appeal more to adult  tastes and recover some of the
margins lost in the discounting of other menu items   

      Following the sale of all of the 355 company-owned  Arby's  restaurants on
May 5, 1997 we  experience  the effects of these  trends only to the extent they
affect our franchise fees and royalties.                                        

      In recent years the propane business in which we have an equity investment
has experienced the following trends:                                           

      o      Demand for propane during the peak winter heating season is heavily
             dependent on weather conditions and has been negatively impacted by
a warming trend over the recent winter heating seasons
   o      Increased energy conservation has negatively impacted the demand
 for energy by both residential and commercial customers
    o      Excess supply of propane from reduced demand has reduced the cost
of propane but similarly has reduced sales prices     

      Following  the  deconsolidation  of  the  Propane  Partnership   effective
December 28, 1997, we  experience  the effects of these trends only on our 42.7%
equity in earnings or losses of the Propane Partnership included in other income
(expense),  net in our consolidated  statements of operations.  Further,  we are
currently in negotiations with several potential purchasers  concerning the sale
of the Propane  Partnership.  No agreement  has been reached and there can be no
assurance  that  we  will  be  able  to  consummate  the  sale  of  the  Propane
Partnership.                                                                    

PRESENTATION OF FINANCIAL INFORMATION                                           

      This  "Management's  Discussion  and Analysis of Financial  Condition  and
Results  of  Operations"  should be read in  conjunction  with our  consolidated
financial  statements  included  elsewhere  herein.  Certain  statements we make
constitute "forward-looking  statements" under the Reform Act. See "Special Note
Regarding  Forward-  Looking  Statements and  Projections" in "Part I" preceding
"Item 1".                                                                       

      Effective  January 1, 1997 we changed our fiscal year from a calendar year
to a year  consisting of 52 or 53 weeks ending on the Sunday closest to December
31. Our 1997 fiscal  year  commenced  January 1, 1997 and ended on December  28,
1997 and our 1998 fiscal year  commenced  December 29, 1997 and ended on January
3, 1999.  When we refer to "1998" we mean the period from  December  29, 1997 to
January  3,  1999;  when we refer to "1997" we mean the  period  January 1, 1997
through  December  28, 1997;  and when we refer to "1996",  we mean the calendar
year ended December 31, 1996.                                                   

      During 1998 premium  beverages  contributed  $611.5  million  (75%) of our
revenues  and  $77.8  million  (66%)  of our  EBITDA,  soft  drink  concentrates
contributed  $124.9 million (15%) of our revenues and $17.0 million (15%) of our
EBITDA,  restaurant franchising  contributed $78.6 million (10%) of our revenues
and $43.2 million (37%) of our EBITDA and general corporate expenses represented
a $20.9  million  (18%)  reduction of our EBITDA.  Included in our  consolidated
results  below EBITDA is the equity in the loss of the propane  business of $2.8
million. See Note 24 to the Company's consolidated financial statements included
elsewhere herein for a reconciliation  of consolidated  EBITDA to pre-tax income
for  1998.  We  define  EBITDA  as  operating   profit  plus   depreciation  and
amortization  (excluding  amortization of deferred  financing costs).  Since all
companies do not calculate EBITDA or similarly titled financial  measures in the
same manner, such disclosures may not be comparable with EBITDA as we define it.
EBITDA should not be considered as an  alternative  to net income or loss (as an
indicator of our operating  performance) or as an alternative to cash flow (as a
measure  of  liquidity  or  ability  to repay our debt) and is not a measure  of
performance  or  financial   condition  under  generally   accepted   accounting
principles,  but provides  additional  information for evaluating our ability to
meet  our  obligations.   Cash  flows  in  accordance  with  generally  accepted
accounting  principles consist of cash flows from (i) operating,  (ii) investing
and (iii) financing activities. Cash flows from operating activities reflect net
income or loss (including charges for interest and income taxes not reflected in
EBITDA),  adjusted for (i) all non-cash charges or credits  (including,  but not
limited to,  depreciation and amortization) and (ii) changes in operating assets
and liabilities  (not reflected in EBITDA).  Further,  cash flows from investing
and financing  activities are not included in EBITDA. For information  regarding
our  historical  cash  flows,  see the  consolidated  statements  of cash  flows
presented in our consolidated  financial  statements  included elsewhere herein.
See below for a discussion of our historical results of operations.             

      The discussion  below  reflects the  operations of our former  producer of
dyes and specialty chemicals for the textile industry,  formerly included in our
textile  segment,  as  discontinued  operations  as the  result  of its  sale on
December 23, 1997.                                                              

RESULTS OF OPERATIONS                                                           

1998 COMPARED WITH 1997                                                         

     We completed three significant  transactions during 1997. First, on May 22,
1997, we acquired Snapple.  Second, on November 25, 1997, we acquired Cable Car.
Third, on May 5, 1997, we sold all of our company-owned  Arby's restaurants.  In
addition,  we sold our dyes and  specialty  chemical  operations on December 23,
1997 and we amended the Propane  Partnership  agreements  effective December 28,
1997 such that the propane operations are no longer  consolidated  subsequent to
that date.  As a result,  our 1998  results  reflect  for the entire  period the
results  of  operations  of Snapple  and Cable Car but no results of  operations
attributable  to the  ownership  of the  sold  restaurants,  the  sold  dyes and
specialty  chemical  operations or, except for accounting for our 42.7% share of
the net  loss of the  Propane  Partnership  on the  equity  basis,  the  propane
business. In contrast, 1997 results reflect the results of operations of Snapple
and Cable Car only from  their  dates of  acquisition,  reflect  the  results of
operations  attributable  to the ownership of the sold  restaurants  through the
date of sale and reflect the  consolidated  results of the propane  business for
the entire year. As indicated  above, the 1997 results of the dyes and specialty
chemicals  business  are  reported  through  the  date of  sale as  discontinued
operations.                                                                     

      Because of these  transactions,  1998  results  and 1997  results  are not
comparable.  In order to create a more  meaningful  comparison of our results of
operations  between the two years,  where  applicable  we have  adjusted for the
effects of these transactions in the segment discussions below.                 

Revenues                                                                        

      Our revenues decreased $46.3 million to $815.0 million in 1998 compared to
1997.  This  decrease  primarily  results from the absence  during 1998 of sales
attributable  to both  the  propane  business  which is no  longer  consolidated
($165.2  million  in 1997)  and the  ownership  of the sold  restaurants  ($74.2
million from  January 1 to May 5, 1997) less the effect of royalties  from those
restaurants  during the same  portion of the 1998 period  ($3.2  million).  Such
decreases were partially  offset by the inclusion of Snapple and Cable Car sales
for all of 1998  (compared  with  inclusion  for only a portion  of 1997)  which
resulted in $191.9  million of additional  revenues.  Without the effects of the
deconsolidation  of the  Propane  Partnership,  the  sale  of the  company-owned
restaurants  and the  acquisitions  of  Snapple  and Cable  Car,  the  Company's
revenues declined in 1998 by $2.0 million from 1997. A discussion of the changes
in revenues by segment is as follows:                                           

      Premium  Beverages -- We have  adjusted our 1998 results by including  the
      results of Snapple  and Cable Car only for the same  calendar  period they
      were included during 1997. After giving effect to these  adjustments,  our
      premium beverage revenues  increased $10.8 million (2.6%) in 1998 compared
      with 1997.  The increase was due to an increase in sales of finished goods
      ($12.5  million)  partially  offset by a decrease in sales of  concentrate
      ($1.7  million),  which we sell to only one  international  customer.  The
      increase in sales of finished goods principally reflects net higher volume
      ($18.9  million)  primarily  due to new product  introductions  as well as
      increases in sales of teas, diet teas and other diet beverages,  partially
      offset by lower average selling prices ($6.4  million).  The lower average
      selling prices were principally due to a change in Snapple's  distribution
      in Canada from a company-owned  operation with higher selling prices to an
independent distributor with lower selling prices.                  

      Soft Drink  Concentrates -- Our soft drink concentrate  revenues decreased
      $22.0  million  (15.0%) in 1998  compared  with  1997.  This  decrease  is
      attributable to lower Royal Crown sales of concentrate ($15.5 million,  or
      11.2%) and finished goods ($6.5 million,  or 81.7%). The decrease in Royal
      Crown sales of concentrate reflects (i) a $13.7 million decline in branded
      sales,  primarily  due to lower  domestic  volume  reflecting  competitive
      pricing  pressures  experienced  by our  bottlers  and (ii) a $1.8 million
      volume  decrease  in private  label  sales due  principally  to  inventory
      reduction  programs of the Company's private label customer.  The domestic
      volume decline in branded  concentrate  sales was partially  offset by the
      fact that as a result of the sale in July 1997 of the C&C  beverage  line,
      we now sell  concentrate  to the purchaser of the C&C beverage line rather
      than finished goods. The decrease in sales of Royal Crown's finished goods
      was principally due to the sale of the C&C beverage line and therefore the
absence in 1998 of sales of C&C finished product.                   

      Restaurants  -- We  have  adjusted  1997  results  to  exclude  net  sales
      attributable to the company-owned  restaurants which were sold and results
      for the  same  portion  of 1998  to  exclude  royalties  from  those  sold
      restaurants. After giving effect to these adjustments,  revenues increased
      $9.2 million  (13.8%) due to (i) a 4.6% increase in average  royalty rates
      due to the declining significance of older franchise agreements with lower
      rates, (ii) a 3.0% increase in same-store sales of franchised  restaurants
      and  (iii) a net  increase  of 47  (1.6%)  franchised  restaurants,  which
generally experience higher than average restaurant volumes.        

Gross Profit                                                                    

      We  calculate  gross  profit as total  revenues  less  cost of sales  less
depreciation  and  amortization   related  to  sales  (which   depreciation  and
amortization  amounted  to $1.7  million  in 1998  and  $11.7  million  in 1997,
including $10.6 million  associated with the propane  business in 1997 which was
no longer  consolidated  in 1998).  Our gross profit  increased $25.1 million to
$422.5 million in 1998 compared with 1997.  Gross profit increased $78.9 million
due to the inclusion of gross profit relating to Snapple and Cable Car sales for
all of 1998 (compared with inclusion for only a portion of 1997).  This increase
was partially offset by the absence during 1998 of gross profit  attributable to
(i) the  deconsolidation of the Propane  Partnership ($34.5 million in 1997) and
(ii)  ownership  of the  sold  restaurants  ($15.0  million  in  1997)  less the
incremental  royalties  from those sold  restaurants  during that portion of the
1998 period ($3.2  million).  Giving effect to the  adjustments  described above
with respect to the  acquisitions of Snapple and Cable Car, the  deconsolidation
of the Propane  Partnership and the sale of the company-owned  restaurants,  our
gross profit decreased $7.5 million,  despite the effect of higher sales volumes
discussed  above, due to a slight decrease in our aggregate gross margins (which
we compute as gross  profit  divided by total  revenues)  to 55% from 56%.  This
decrease in gross margins is principally  due to an overall shift in revenue mix
and lower  gross  margins of the  premium  beverage  and soft drink  concentrate
segments, both as discussed in more detail below. A discussion of the changes in
gross  margins by segment,  adjusted  for the effects of the  adjustments  noted
above, is as follows:                                                           

      Premium Beverages -- Giving effect to the adjustments described above with
      respect to the Snapple and Stewart's (Cable Car)  acquisitions,  our gross
      margins decreased to 40% during 1998 from 41% during 1997. The decrease in
      gross margins was principally due to the effects of (i) changes in product
      mix, (ii) the aforementioned change in Snapple's Canadian distribution and
      (iii) provisions for obsolete inventory,  all substantially  offset by the
      effects of the reduced costs of certain raw materials,  principally  glass
bottles and flavors, and lower freight costs in 1998.               

      Soft Drink  Concentrates -- Our gross margins were unchanged at 77% during
      1998  and  1997.  The  positive   effect  of  the  shift  during  1998  to
      higher-margin concentrate sales from lower-margin finished goods was fully
      offset by inclusion in 1997 of a  nonrecurring  $1.1 million  reduction to
      cost of sales  resulting  from the  guarantee  to the  Company  of certain
      minimum  gross  profit  levels  on sales to the  Company's  private  label
      customer and lower private label gross margins. The Company had no similar
guarantee of minimum gross profit levels in 1998.                   

      Restaurants -- After giving effect to the adjustments described above with
      respect to the  restaurants  sold,  our gross margins during each year are
      100% due to the fact that royalties and franchise fees (with no associated
cost of sales) now constitute the total revenues of the segment.    

Advertising, Selling and Distribution Expenses                                  

     Advertising,  selling and distribution  expenses  increased $8.6 million to
$197.1 million in 1998 reflecting the inclusion of Snapple and Cable Car for the
full 1998 year.  Such  increase  was  partially  offset by (i) a decrease in the
expenses  of the  premium  beverage  segment  excluding  Snapple  and  Cable Car
principally due to less costly promotional programs, (ii) a decrease in expenses
of  the  soft  drink  concentrate  segment  principally  due  to  lower  bottler
promotional  reimbursements  resulting  from the decline in branded  concentrate
sales volume,  (iii) the  deconsolidation of the Propane  Partnership and (iv) a
decrease in the  expenses of the  restaurant  segment  principally  due to local
restaurant  advertising  and  marketing  expenses no longer  needed for the sold
restaurants.  This decrease in the expenses of the restaurant  segment commenced
in 1997  with the May 1997 sale of the  restaurants  and  increased  to its full
effect in 1998.                                                                 

General and Administrative Expenses                                             

      General  and  administrative  expenses  decreased  $5.3  million to $110.0
million for 1998. This decrease  principally reflects (i) the deconsolidation of
the Propane Partnership,  (ii) nonrecurring costs in 1997 in connection with the
integration of the Snapple business  following its acquisition and (iii) reduced
restaurant segment costs for administrative  support,  principally  payroll,  no
longer required for the sold restaurants and other cost reduction measures. This
decrease in the expenses of the  restaurant  segment  commenced in 1997 with the
May 1997 sale of the restaurants and increased to its full effect in 1998. These
decreases  were  partially  offset by (i) the inclusion of Snapple and Cable Car
operations for all of 1998 and (ii) nonrecurring  provisions in 1998 for (a) the
anticipated  settlement of lawsuits with Arby's  Mexican  master  franchisee and
with ZuZu, Inc. and (b) a severance  arrangement under the last of the Company's
1993 executive employment agreements.                                           

Depreciation and Amortization, Excluding Amortization of Deferred Financing     
Costs                                                                     

      Depreciation  and   amortization,   excluding   amortization  of  deferred
financing  costs,  decreased $4.1 million to $35.2 million for 1998  principally
reflecting the  deconsolidation of the Propane  Partnership  partially offset by
the inclusion of Snapple and Cable Car for all of 1998 and depreciation  expense
on $4.6 million of vending machines purchased by Royal Crown in January 1998.   

Acquisition Related Costs                                                       

      The nonrecurring  acquisition  related costs of $31.8 million in 1997 were
associated  with the  Snapple  acquisition  and, to a much  lesser  extent,  the
Stewart's acquisition.  Those costs consisted of (i) a write-down of glass front
vending  machines based on the Company's change in estimate of their value based
on the Company's  plans for their future use,  (ii) a provision  for  additional
reserves  for legal  matters  based on the  Company's  change in The Quaker Oats
Company's  estimate of the amounts  required  reflecting the Company's plans and
estimates of costs to resolve such  matters,  (iii) a provision  for  additional
reserves  for  doubtful  accounts  of  Snapple  and the  effect  of the  Snapple
acquisition on the collectibility of a receivable from the Company's  affiliate,
MetBev, Inc., based on the Company's change in estimate of the related write-off
to be  incurred,  (iv) a  provision  for  fees  paid  to  Quaker  pursuant  to a
transition  services  agreement  whereby Quaker provided  certain  operating and
accounting  services for Snapple  through the end of the  Company's  1997 second
quarter, (v) the portion of the post-acquisition period promotional expenses the
Company estimated was related to the  pre-acquisition  period as a result of the
Company's  then current  operating  expectations,  (vi) a provision  for certain
costs in connection  with the  successful  consummation  of the  acquisition  of
Snapple and the Mistic  refinancing  in  connection  with entering into a credit
facility concurrent with the Snapple  acquisition,  (vii) a provision for costs,
principally  for independent  consultants,  incurred in connection with the data
processing  implementation of the accounting  systems for Snapple (under Quaker,
Snapple did not have its own independent  data processing  accounting  systems),
including  costs  incurred  relating  to an  alternative  system  that  was  not
implemented and (viii) an acquisition related sign-on bonus.                    

Facilities Relocation and Corporate Restructuring Charge                        

     The nonrecurring  facilities relocation and corporate  restructuring charge
of $7.1 million in 1997 principally  consisted of employee severance and related
termination  costs and employee  relocation costs associated with  restructuring
the restaurant segment in connection with the sale of company-owned  restaurants
and to a lesser extent,  costs  associated  with the relocation of Royal Crown's
headquarters, which was centralized with the White Plains, New York headquarters
of Triarc Beverage Holdings, the parent of Snapple and Mistic.                  

Interest Expense                                                                

      Interest  expense was  relatively  unchanged,  decreasing  $0.8 million to
$70.8 million for 1998. This decrease principally reflects (i) a net decrease of
$12.6 million  resulting from no longer  consolidating  the propane business and
(ii) the  elimination  of $69.6 million of mortgage and equipment  notes payable
and  capitalized  lease  obligations  assumed  by  the  purchaser  of  the  sold
restaurants for all of 1998 (compared with the elimination for only a portion of
1997). This decrease was  substantially  offset by higher average levels of debt
due to increases  from (i) the  inclusion of borrowings by Snapple in connection
with its acquisition  ($213.3 million outstanding as of January 3, 1999) for all
of 1998  (compared  with  inclusion  for only a  portion  of 1997)  and (ii) the
February  9, 1998  issuance by Triarc of zero  coupon  convertible  subordinated
debentures  due 2018  (the  "Debentures")  ($106.1  million  net of  unamortized
original issue discount outstanding as of January 3, 1999).                     

Gain on Sale of Businesses, Net                                                 

      Gain on sale of  businesses  of $7.2  million  in 1998  consists  of (i) a
pre-tax  $4.7  million gain from the May 1998 sale of our 20% interest in Select
Beverages,  Inc.,  (ii) the  recognition of $2.2 million of previously  deferred
gain from the 1996 sale of 57.3% of the  Propane  Partnership  representing  our
receipt of  distributions  from the Propane  Partnership  in excess of our 42.7%
equity in the losses of the Propane Partnership ("Excess Distributions") for the
year and (iii) the recognition of $0.3 million of deferred gain from the sale of
C&C. Gain on sale of  businesses,  net, of $5.0 million in 1997 consisted of (i)
an $8.5 million gain from the receipt by Triarc of Excess Distributions from the
Propane  Partnership  and (ii) a $0.6 million gain recognized from the C&C sale,
both partially offset by a $4.1 million loss on the sale of restaurants.        

Investment Income, Net                                                          

      Investment  income,  net  decreased  $0.6 million to $12.2 million in 1998
principally reflecting a $9.3 million provision in 1998 for unrealized losses on
short-term and non-current  investments deemed to be other than temporary due to
recent global economic conditions,  volatility in capital and lending markets or
declines in the underlying  economics of specific  marketable  equity securities
experienced  principally  during the third  quarter of 1998.  Such  decrease was
substantially  offset by (i) a $3.9 million  increase in net recognized gains on
the sales of short-term investments and investment limited partnerships in 1998,
including  unrealized gains on marketable  securities  classified as trading and
securities  sold but not yet purchased,  which may not recur in future  periods,
(ii) a $3.9 million increase in interest income  principally  reflecting  higher
levels of commercial  paper from the investment  therein of a portion of the net
proceeds from the issuance of the Debentures,  (iii) a $0.6 million  increase in
equity in earnings of investment  limited  partnerships and (iv) $0.3 million of
increased dividend income.                                                      

Other Income (Expense), Net                                                     

     Other  income  (expense),  net  amounted to expense of $1.8 million in 1998
compared  with income of $3.8  million in 1997.  This change of $5.6 million was
principally  due to (i) $4.5  million  of  equity in the  losses  of  investees,
principally   the   Propane   Partnership   (recognized   as  a  result  of  its
deconsolidation)  and Select Beverages  (acquired in connection with the Snapple
acquisition), recorded in 1998 compared with $0.6 million of equity in income in
1997, (ii)  nonrecurring  income in 1997, most  significantly  (a) a reversal of
$1.9  million  of  legal  fees  incurred  prior  to 1997 as a  result  of a cash
settlement  received from Victor Posner, the former Chairman and Chief Executive
Officer of the Company, and an affiliate of Victor Posner and (b) a $0.9 million
gain on lease  termination  for a portion of the space no longer required in the
current  headquarters of the restaurant  group and former  headquarters of Royal
Crown  due to staff  reductions  as a  result  of the  restaurants  sale and the
relocation of the Royal Crown headquarters, (iii) $0.9 million of costs incurred
in 1998 in connection with a proposed going- private transaction not consummated
as described  below under  "Financial  Condition  and  Liquidity"  and (iv) $0.9
million of less gains from reduced other sales of assets in 1998.  These effects
were partially offset by a nonrecurring 1997 charge of $3.7 million related to a
settlement in connection  with the Company's  investment in a joint venture with
Prime Capital Corporation.                                                      

Income Taxes                                                                    

      The (provision  for) and benefit from income taxes  represented  effective
rates of 58% for 1998 and 21% for 1997. The effective rate is higher in the 1998
period  principally due to (i) the differing impact on the respective  effective
income tax rates of the  amortization of  non-deductible  costs in excess of net
assets of acquired companies  ("Goodwill") in a period with pretax income (1998)
compared with a period with a pretax loss (1997) and (ii) the  differing  impact
of the mix of pretax loss or income among the  consolidated  entities  since the
Company files state tax returns on an individual company basis.                 

Minority Interests                                                              

      The minority  interests in net income of a  consolidated  subsidiary  (the
Propane  Partnership) of $2.2 million in 1997 represented the 57.3% interests of
investors  other than the Company in the net income of the Propane  Partnership.
As a result of no longer  consolidating  the Propane  Partnership,  effective in
1998 the minority  interests of investors other than the Company are effectively
netted  against  the equity in the loss of the Propane  Partnership  included in
"Other income (expense), net".                                                  

Discontinued Operations                                                         

      Income  from  discontinued  operations  amounted  to $2.6  million in 1998
compared  with $20.7  million in 1997.  The 1998 amount  represents an after tax
adjustment  to amounts  provided in prior years as a result of  collection  of a
note receivable not previously  recognized for the estimated loss on disposal of
certain  discontinued  operations of  Southeastern  Public  Service  Company,  a
subsidiary of the Company. The amount in 1997 represents the $19.5 million gain,
net of income taxes, on the sale of C.H. Patrick and the 1997 net income of $1.2
million of C.H. Patrick through the December 23, 1997 date of sale.             

Extraordinary Items                                                             

      The  1997  nonrecurring   extraordinary  items  aggregating  $3.8  million
resulted  from the  early  extinguishment  or  assumption  of (i)  mortgage  and
equipment  notes  payable  assumed by the buyer in the  restaurants  sale,  (ii)
obligations under Mistic's former credit facility  refinanced in connection with
the financing of the Snapple  acquisition and (iii)  borrowings under the credit
agreement of C.H. Patrick repaid in connection with its sale.                   

1997 COMPARED WITH 1996                                                         

     As discussed  above, we completed  three  significant  transactions  during
1997. First, on May 22, 1997, we acquired Snapple. Second, on November 25, 1997,
we acquired Cable Car. Third,  on May 5, 1997, we sold all of our  company-owned
Arby's restaurants.  In addition, on April 29, 1996 we sold our textile business
segment other than the dyes and specialty chemicals  business.  Further, we sold
our dyes and  specialty  chemical  operations  on December  23,  1997.  The 1996
results  of the dyes  and  specialty  chemicals  business  and the 1997  results
through the date of sale are reported as discontinued  operations.  As a result,
our 1997  results  reflect the results of  operations  for Snapple and Cable Car
from  their  dates of  acquisition  and do not  reflect  results  of  operations
attributable  to the ownership of the sold  restaurants or the textile  business
subsequent to the date of their  disposition.  In contrast,  our 1996 results do
not reflect  results of  operations  of Snapple or Cable Car (because  they were
acquired  subsequent to 1996) and reflect results of operations  attributable to
the ownership of the sold  restaurants for the full year (because they were sold
subsequent  to 1996) and the textile  business  (except  for dyes and  specialty
chemicals included in discontinued  operations)  through the April 29, 1996 date
of sale.                                                                        

      Because of these  transactions,  our 1997 results and 1996 results are not
comparable.  In order to provide a more meaningful  comparison of our results of
operations  during  the two  years,  we have  adjusted  for the  effect of these
transactions in the segment discussions below.                                  

Revenues                                                                        

      Our revenues  decreased  $66.9  million to $861.3  million for 1997.  This
decrease  principally  reflects a $157.5  million  decrease due to the April 29,
1996 sale of our textile  business  segment  (other than the dyes and  specialty
chemicals  business) and a $154.4 million decrease due to the elimination during
a  portion  of 1997 of sales  attributable  to the sold  restaurants  less  $6.2
million of franchise  royalties from those  restaurants for the period after the
restaurant  sale. The decrease was partially  offset by the inclusion in 1997 of
$285.5  million of Snapple and Cable Car sales.  Aside from the effects of these
transactions,  revenues  decreased $46.7 million.  A discussion of the change in
revenues by segment is as follows:                                              

      Premium  Beverages - We have  adjusted our 1997  results by excluding  the
      results of  operations  of Snapple and Cable Car.  After giving  effect to
      these  adjustments,  revenues decreased $7.8 million (5.9%) in 1997 due to
      decreases in sales of finished goods ($9.7 million) partially offset by an
      increase in sales of concentrate ($1.9 million), which we sell to only one
      international   customer.   The  decrease  in  sales  of  finished   goods
principally reflects lower sales volume exclusive of Snapple.       

      Soft Drink Concentrates - Revenues decreased $31.1 million (17.5%) in 1997
      due  to  decreases  in  sales  of  finished  goods  ($21.6   million)  and
      concentrate  ($9.5  million).  The  decrease  in sales of  finished  goods
      principally reflects (i) the absence in the 1997 period of sales to MetBev
      and a volume decrease in sales of branded finished products of Royal Crown
      in areas other than those  serviced by MetBev (where in both  instances we
      now sell concentrate  rather than finished goods),  (ii) a volume decrease
      in sales of the C&C beverage  line (where we now sell  concentrate  to the
      purchaser of the C&C beverage line rather than finished goods) as a result
      of the C&C sale and  (iii) a volume  reduction  in the  sales of  finished
      Royal Crown Premium Draft Cola which we ceased selling in late 1996. Sales
      of Royal Crown  concentrate  decreased,  despite the shift in sales of C&C
      and Royal Crown products to  concentrate  from finished goods noted above,
      principally  reflecting  (i) a  decrease  in  branded  sales due to volume
      declines,  which were  adversely  affected by lower bottler case sales and
(ii) an overall lower average concentrate selling price.            

      Restaurants  - We  have  adjusted  for  the  sale  of the  restaurants  by
      including in 1996  results of  restaurant  operations  for the same period
      that was included in 1997 prior to the restaurant  sale and excluding from
      1997 results  franchise  royalties on the sold  restaurants for the period
      after the  restaurant  sale.  After  giving  effect to these  adjustments,
      revenues  increased $0.3 million (less than 1%) during 1997. This increase
      was due to a $2.8 million (4.9%)  increase in royalties and franchise fees
      partially  offset by a  $2.5 million (3.2%) decrease in  net  sales of the
      company-owned  restaurants.  The increase in royalties and  franchise fees
      is  due  to a net  increase  of 69  (2.6%) franchised  restaurants  and  a
1.7%  increase  in  same-store  sales  of franchised restaurants.   

      Propane - Revenues  decreased $8.1 million (4.7%) due to (i) lower propane
      volume reflecting warmer weather in 1997, customer energy conservation and
      customer turnover due to higher propane selling prices, which factors were
      partially  offset  by  additional  sales  from   acquisitions  of  propane
      distributorships  and the opening of new service centers,  (ii) a decrease
      in  average  selling  prices  due  to  a  shift  in  customer  mix  toward
      lower-priced  non-residential  accounts  and (iii) a decrease  in revenues
from other product lines.                                           

Gross Profit                                                                    

      We  calculate  gross  profit as total  revenues  less  cost of sales  less
depreciation  and  amortization   related  to  sales  (which   depreciation  and
amortization  was $11.7  million in 1997 and $28.5  million  in 1996,  including
depreciation and  amortization in 1996 but not in 1997 on all long-lived  assets
of the sold  restaurants  which had been  written down to their  estimated  fair
values as of  December  31,  1996 and were no longer  depreciated  or  amortized
through the date of their sale).  Our gross profit  increased  $70.9  million to
$397.4 million in 1997. The increase is  attributable in part to gross profit in
1997  associated  with Snapple  ($119.9  million)  and Cable Car ($0.4  million)
partially offset by the gross profit associated with the textile business ($16.7
million)  which  was  included  in 1996  results  but not in 1997,  and the sold
restaurants which were included in 1996 results for the entire period but only a
portion  of 1997  ($28.5  million)  less the  effect  of  royalties  from  those
restaurants  during  that same  portion of 1997 ($6.2  million).  Excluding  the
effects of these  transactions,  gross profit decreased $10.4 million due to the
lower overall sales volumes  discussed above partially  offset by higher overall
gross  margins of 47% in 1997  compared  with 46% in 1996. A  discussion  of the
changes in gross margins by segment is as follows:                              

      Premium Beverages - Giving effect to the adjustments  described above with
      respect  to the  Snapple  and  Stewart's  acquisitions  in  1997,  margins
remained unchanged in 1997 at 39%.                                  

      Soft  Drink  Concentrates  -  Margins  increased  in 1997 to 77%  from 68%
      principally   due  to  the  shift   discussed  above  in  product  mix  to
      higher-margin  concentrate  sales compared with finished product sales and
reduced cost of the raw material aspartame in 1997.                 

      Restaurants  - Giving  effect  to the  adjustments  described  above  with
      respect to the sale of the restaurants,  margins  increased in 1997 to 56%
      from 51%  primarily  due to (i) the  absence in 1997 of  depreciation  and
      amortization on all long-lived  assets of the sold  restaurants  discussed
      above and (ii) the higher percentage of royalties and franchise fees (with
no associated cost of sales) to total revenues in 1997.             

      Propane - Margins  decreased  to 21% in 1997 from 23% due to (i) the shift
      in customer  mix to  non-residential  customers  discussed  above for whom
      margins are lower and (ii) an increase in operating  costs (other than the
      cost of propane)  which are not variable  with  revenues  within a certain
range.                                                              

Advertising, Selling and Distribution Expenses                                  

     Advertising,  selling and distribution  expenses increased $45.2 million to
$188.5 million in 1997. The increase reflects (i) the expenses of Snapple,  (ii)
higher  promotional costs related to Mistic Rain Forest Nectars, a then recently
introduced  product line, and (iii) other increased  advertising and promotional
costs for the premium beverage segment other than Snapple.  These increases were
partially  offset by (i) a decrease in the  expenses of the  restaurant  segment
principally due to local restaurant advertising and marketing expenses no longer
required for the sold restaurants  after their sale in May 1997, (ii) a decrease
in the expenses of the soft drink  concentrate  segment  principally  due to (a)
lower bottler  promotional  reimbursements  resulting  from the decline in sales
volume,  (b) the  elimination  of  advertising  expenses  for Draft Cola and (c)
planned reductions in connection with the  aforementioned  decreases in sales of
other Royal  Crown and C&C  branded  finished  products  and (iii)  nonrecurring
expenses in 1996 related to the textile business sold in April 1996.            

General and Administrative Expenses                                             

     General  and  administrative  expenses  increased  $5.0  million  to $115.3
million  in  1997  due to (i)  the  expenses  of  Snapple,  (ii) a  nonrecurring
reduction of 1996  expenses for the release of casualty  insurance  reserves and
(iii) other inflationary increases. These increases were partially offset by (i)
expenses in 1996 related to the textile  business  excluding  dyes and specialty
chemicals  sold  in  April  1996,  (ii)  reduced   spending  levels  related  to
administrative  support,  principally  payroll,  no longer required for the sold
restaurants and (iii) reduced travel activity in the restaurant segment prior to
the restaurants sale.                                                           

Depreciation and Amortization, Excluding Amortization of Deferred Financing     
Costs                                                                       

     Depreciation and amortization, excluding amortization of deferred financing
costs,  decreased  $6.7  million to $39.3  million for 1997  principally  due to
decreases in depreciation and amortization  relating to the sold restaurants and
the sold textiles  business  excluding  dyes and specialty  chemicals  partially
offset by the depreciation and amortization in 1997 of Snapple.                 

Acquisition Related Costs                                                       

     Acquisition  related costs of $31.8 million in 1997 are discussed  above in
connection with the comparison of 1998 with 1997.                               

Facilities Relocation and Corporate Restructuring Charge                        

     The  facilities  relocation  and  corporate  restructuring  charge  of $7.1
million in 1997 is discussed  above in  connection  with the  comparison of 1998
with 1997. The facilities relocation and corporate  restructuring charge of $8.8
million  in 1996  resulted  from  (i)  estimated  losses  on  planned  subleases
(principally  for  the  write-off  of   nonrecoverable   unamortized   leasehold
improvements  and furniture and fixtures) of surplus office space as a result of
the then planned sale of  company-owned  restaurants  and the  relocation of the
Royal Crown  headquarters,  (ii) employee  severance  costs  associated with the
relocation  of the  Royal  Crown  headquarters,  (iii)  terminating  a  beverage
distribution  agreement,  (iv)  the  shutdown  of  the  soft  drink  concentrate
segment's Ohio  production  facility and other asset  disposals,  (v) consultant
fees paid associated with combining certain operations of Royal Crown and Mistic
and  (vi)  costs   related  to  the  then  planned   spinoff  of  the  Company's
restaurant/beverage group.                                                      

Reduction in Carrying Value                                                     

     The reduction in carrying value of long-lived assets to be disposed in 1996
of $64.3  million  principally  reflects the estimated  loss on the  anticipated
disposal of long-lived  assets in connection with the sale of all  company-owned
restaurants  as then planned.  Such  provision  represents  the reduction in the
carrying value of certain long-lived assets and certain identifiable intangibles
to estimated  fair value and the accrual of certain  equipment  operating  lease
obligations which would not be assumed by the purchaser.  There was no provision
for reduction in carrying value of long-lived assets in 1997.                   

Interest Expense                                                                

     Interest expense was relatively unchanged in 1997,  increasing $0.6 million
to $71.6  million.  The effect of borrowings  by Snapple in connection  with the
Snapple  acquisition  ($222.4  million  outstanding as of December 28, 1997) was
substantially  offset by lower average  levels of debt  reflecting  (i) the full
year effect of 1996  repayments  prior to maturity of (a) $191.4 million of debt
of the textile business,  other than dyes and specialty chemicals, in connection
with its sale on April 29, 1996, (b) $34.7 million  principal amount of a 9 1/2%
promissory  note on July 1, 1996 and (c) $36.0  million  principal  amount of 11
7/8%  debentures  on  February  22,  1996 and (ii)  the 1997  assumption  by the
purchaser of the sold  restaurants  of $69.6  million of mortgage and  equipment
notes payable and capitalized  lease  obligations in connection with the sale of
such restaurants.                                                               

Gain on Sale of Businesses, Net                                                 

     Gain on sale of businesses, net, of $5.0 million in 1997 is discussed above
in connection with the comparison of 1998 with 1997. Gain on sale of businesses,
net, of $77.0 million in 1996  resulted  from an $85.2 million  pretax gain from
the 1996 sales of a 55.8% interest in the Propane  Partnership  partially offset
by (i) a $4.5  million  pretax loss on the sale of the textile  business,  other
than  dyes  and  specialty  chemicals,  and  (ii) a  $3.7  million  pretax  loss
associated with the write-down of a receivable due from MetBev.                 

Investment Income, Net                                                          

     Investment  income,  net  increased  $4.7 million to $12.8  million in 1997
principally  reflecting an increase in realized gains on the sales of short-term
investments in 1997.                                                            

Other Income (Expense), Net                                                     

     Other  income  (expense),  net  amounted to income of $3.8  million in 1997
compared  with expense of $0.1 million in 1996.  This change of $3.9 million was
principally  due to (i) $2.1 million of other  income,  net of Snapple since its
acquisition  in May 1997  consisting  principally  of equity in the  earnings of
investees,  rental income and interest income, (ii) the reversal of $1.9 million
of legal fees incurred prior to 1997 as a result of the cash settlement received
from Victor  Posner and an affiliate of Victor  Posner  during 1997,  (iii) $1.4
million of  increased  gains on other  sales of assets and (iv) $0.9  million of
gain on the Florida lease  termination,  all partially  offset by a $2.2 million
higher  provision for a settlement  during 1997 in connection with the Company's
investment in a joint venture with Prime Capital Corporation.                   

Income Tax Benefit                                                              

     The benefit from income taxes for 1997 represented an effective rate of 21%
which was lower than the statutory rate of 35%  principally due to the effect of
the amortization of non-deductible Goodwill. We had a provision for income taxes
in 1996  despite a pretax loss due to (i) a  non-deductible  loss on the sale of
the textile business other than dyes and specialty  chemicals resulting from the
write-off of unamortized  non-deductible  Goodwill, (ii) an additional provision
for  income  tax  contingencies,   (iii)  the  effect  of  the  amortization  of
non-deductible Goodwill and (iv) the effect of net operating losses for which no
tax benefit was available.                                                      

Minority Interests                                                              

     The minority  interests  in net income of a  consolidated  subsidiary  (the
Propane  Partnership)  increased $0.4 million to $2.2 million in 1997 due to the
full year effect in 1997  (compared with the effect in 1996 only from the dates,
principally  July 1996, of sale) of the 57.3% interest owned by investors  other
than the Company in the net income of the Propane Partnership. This increase was
partially  offset by lower net income of the Propane  Partnership  (excluding an
extraordinary charge in 1996 which was allocated entirely to the Company with no
minority interest).                                                             

Discontinued Operations                                                         

     Income  from  discontinued  operations  amounted  to $20.7  million in 1997
compared  with $5.2  million in 1996.  The amount in 1997  represents  the $19.5
million gain, net of income taxes, on the sale of C.H.  Patrick and the 1997 net
income of $1.2  million of C.H.  Patrick  through the  December 23, 1997 date of
sale,  whereas the amount in 1996 represents  solely the 1996 net income of C.H.
Patrick.  The  lower net  income  from  operations  in 1997  compared  with 1996
principally  reflected  the  effects  of  competitive  pricing  pressures  and a
cyclical  downturn in the denim  segment of the  textile  industry in which C.H.
Patrick's dyes are used.                                                        

Extraordinary Items                                                             

     The 1997  extraordinary  items are discussed  above in connection  with the
comparison of 1998 with 1997. The 1996  extraordinary  charges  aggregating $5.4
million resulted from the early extinguishment of (i) almost all of the existing
long-term  debt of the  propane  business  refinanced  in  connection  with  the
formation of the Propane  Partnership,  (ii) the 9 1/2% note  referred to above,
(iii) all debt of the textile business exclusive of dyes and specialty chemicals
and (iv) the 11 7/8% debentures referred to above.                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

Cash Flows From Operations                                                      

     The  Company's  operating  activities  provided  cash and cash  equivalents
(collectively  "cash") of $15.1 million during 1998  principally  reflecting net
income of $14.6 million and net non-cash  charges of $48.2 million,  principally
depreciation  and  amortization  of $45.8  million.  Such sources were partially
offset by (i) cash used for net purchases of marketable securities classified as
trading of $25.0  million,  (ii) the payment of previously  accrued  acquisition
related costs of $6.0 million  associated  with the Snapple  acquisition,  (iii)
reclassifications  of  components  of net  income,  principally  gain on sale of
businesses  and  income  from  discontinued  operations,   to  cash  flows  from
activities  other than  operating of $9.6 million,  (iv) cash used by changes in
operating  assets and liabilities of $5.4 million and (v) other of $1.7 million.
The cash used by changes in  operating  assets and  liabilities  of $5.4 million
principally  reflects a decrease  in accounts  payable  and accrued  expenses of
$24.7 million  partially offset by a $10.6 million decrease in inventories and a
$7.6  million  decrease in  receivables.  The  decrease in accounts  payable and
accrued  expenses  was  principally  due to (i)  payments  by Snapple of accrued
losses on  pre-acquisition  production  contracts  and legal  settlements,  (ii)
decreases at Royal Crown due to the reduced aspartame inventory levels described
below and the lower bottler promotional reimbursements discussed above and (iii)
payments  of  expenses  accrued  in 1997 in  connection  with  the  sale of C.H.
Patrick.  The decrease in inventories  was principally due to (i) a $7.2 million
decrease in Royal Crown inventories reflecting a reduction of higher than normal
1997 year-end inventory levels of aspartame reflecting purchases,  and resulting
inventory  build-ups,  during the latter part of 1997 by Royal Crown in order to
take advantage of a 1997 promotional  incentive and (ii) $3.4 million of reduced
inventory  levels of premium  beverages  principally  due to the  provision  for
obsolete inventories.  The decrease in receivables was principally due to a $7.6
million  decrease  at  Royal  Crown  reflecting  the  absence  in 1998 of a 1997
promotional  rebate receivable for aspartame  purchases and lower fourth quarter
private label sales in 1998 compared with 1997.  The Company  expects  continued
positive cash flows from operations during 1999.                                

Working Capital                                                                 

     Working  capital  (current  assets  less  current  liabilities)  was $208.4
million at January 3, 1999,  reflecting a current ratio (current  assets divided
by current  liabilities) of 2.0:1. Such amount represents an increase in working
capital of $78.3 million from December 28, 1997 principally  reflecting proceeds
of (i) $100.2  million from the sale of the  Debentures  and (ii) $28.3  million
from the Company's sale of its 20%  non-current  investment in Select  Beverages
less repurchases of common stock for treasury of $54.7 million, all as described
below.                                                                          

1999 Refinancing Transactions                                                   

     The  Company's  capitalization  as of  January  3, 1999  aggregated  $719.9
million  consisting  of $709.0  million of  long-term  debt  (including  current
portion) and $10.9 million of stockholders'  equity. On February 25, 1999 Triarc
Consumer  Products  Group,  LLC (a newly-formed  wholly-owned  subsidiary of the
Company which,  effective  February 25, 1999, has as its principal  subsidiaries
Triarc Beverage Holdings, Cable Car and RC/Arby's, the parent of Royal Crown and
Arby's) issued $300.0 million  (including  $20.0 million issued to affiliates of
the Company) principal amount of 10 1/4% senior  subordinated notes due 2009 and
concurrently entered into a new $535.0 million senior bank credit facility.  The
new credit facility consists of a new $475.0 million term facility, all of which
was  borrowed  as term  loans on  February  25,  1999,  and a new $60.0  million
revolving  credit facility which provides for revolving credit loans by Snapple,
Mistic  or Cable  Car  effective  February  25,  1999  and  RCAC or Royal  Crown
effective  upon the  redemption of the $275.0  million  principal  amount of the
RC/Arby's 9 3/4% senior  notes (see below).  The  borrowing  base for  revolving
loans is the sum of 80% of  eligible  accounts  receivable  and 50% of  eligible
inventories.  At  January  31,  1999  there  would  have been  $51.9  million of
borrowing   availability   under  the  revolving  credit   facility,   including
availability   relating  to  RC/Arby's  and  Royal  Crown,  in  accordance  with
limitations  due to such borrowing  base.  There were no borrowings of revolving
loans on February 25, 1999. The Company  utilized a portion of the aggregate net
proceeds of these  borrowings to (i) repay on February 25, 1999 the  outstanding
principal amount ($284.3 million as of January 3, 1999 and February 25, 1999) of
the existing term loans under the existing  beverage credit facility and related
accrued  interest  ($2.2  million  and $1.5  million  as of  January 3, 1999 and
February 25, 1999, respectively),  (ii) fund the redemption on March 30, 1999 of
the  $275.0  million of  borrowings  under the  RC/Arby's  9 3/4%  senior  notes
including related accrued interest ($11.5 million and $4.4 million as of January
3, 1999 and March 30, 1999,  respectively) and redemption  premium ($7.7 million
as of January 3, 1999 and March 30, 1999), (iii) acquire Millrose  Distributors,
Inc. and the assets of Mid-State Beverage,  Inc., two New Jersey distributors of
the Company's premium  beverages,  for $17.3 million and (iv) pay estimated fees
and expenses of $28.0 million  relating to the issuance of the 10 1/4% notes and
the consummation of the new credit facility.  The remaining net proceeds of this
refinancing  will be used for  general  corporate  purposes,  which may  include
working capital,  future acquisitions and investments,  repayment or refinancing
of  indebtedness,  restructurings  or repurchases  of the Company's  securities,
including  common stock in  connection  with an offer to purchase  Triarc common
stock  described  below.  As a result of the repayment  prior to maturity of the
existing  term  loans  under  the  existing  beverage  credit  facility  and the
redemption of RC/Arby's 9 3/4% senior notes, the Company expects to recognize an
extraordinary  charge  during the first  quarter of 1999 of an  estimated  $12.1
million for (i) the write-off of previously  unamortized (a) deferred  financing
costs ($12.2 million and $11.3 million as of January 3, 1999 and March 30, 1999,
respectively)  and (b) interest rate cap agreement  costs ($0.2 million and $0.1
million as of January 3, 1999 and February 25, 1999,  respectively) and (ii) the
payment of the aforementioned  redemption premium ($7.7 million as of January 3,
1999 and March 30,  1999),  net of income tax  benefit  ($7.4  million  and $7.0
million as of January 3, 1999 and March 30, 1999, respectively).                

     The 10 1/4% notes  mature in 2009 and do not  require any  amortization  of
principal prior thereto.  The Company has agreed to use its best efforts to have
a  registration  statement  covering  resales  by  holders  of the 10 1/4% notes
declared effective by the Securities and Exchange Commission on or before August
24, 1999. In the event the 10 1/4% notes are not  registered  by such date,  the
annual  interest rate on the 10 1/4% notes will increase by 1/2% until such time
as a registration statement is declared effective.                              

     Scheduled  maturities  of the new term loans under the new credit  facility
are $4.9 million in 1999 (representing three quarterly  installments  commencing
June 1999) and thereafter in increasing annual amounts through 2006 with a final
payment  in  2007.  Any  revolving  loans  will be due in full in  2005.  Triarc
Consumer  Products  is also  required,  subject to certain  exceptions,  to make
mandatory  prepayments in an amount,  if any,  initially  equal to 75% of excess
cash flow as defined in the new credit agreement.                               

     Under the bank credit facility  agreement  substantially all of the assets,
other than cash, cash equivalents and short-term investments, of Snapple, Mistic
and Cable Car (and RC/Arby's, Royal Crown and Arby's since the redemption of the
RC/Arby's 9 3/4% senior notes) and their  subsidiaries  are pledged as security.
The Company's  obligations  with respect to the 10 1/4% notes are  guaranteed by
Snapple,  Mistic and Cable Car and all of their domestic  subsidiaries and since
the  redemption  of the  RC/Arby's  9 3/4% senior  notes,  the 10 1/4% notes are
guaranteed by RC/Arby's and all of its domestic  subsidiaries.  Such  guarantees
are full and unconditional,  on a joint and several basis and are unsecured. The
Company's  obligations with respect to the new credit facility are guaranteed by
substantially all of the domestic subsidiaries of Snapple,  Mistic and Cable Car
(and those of RC/Arby's and Royal Crown since the  redemption of the RC/Arby's 9
3/4% senior  notes).  As  collateral  for such  guarantees  under the new credit
facility,  all of the stock of Snapple,  Mistic and Cable Car and  substantially
all of their domestic and 65% of their  directly-owned  foreign subsidiaries are
pledged and since the  redemption of the  RC/Arby's 9 3/4% senior notes,  all of
the stock of RC/Arby's and Royal Crown and  substantially  all of their domestic
and 65% of their directly-owned foreign subsidiaries are pledged.               

     The  indenture  pursuant to which the 10 1/4% notes were issued and the new
credit  agreement  contain  various  covenants which (i) require meeting certain
financial  amount and ratio  tests;  (ii)  limit,  among  other  matters (a) the
incurrence  of  indebtedness,  (b) the  retirement  of  certain  debt  prior  to
maturity, (c) investments, (d) asset dispositions and (e) affiliate transactions
other than in the normal course of business;  and (iii)  restrict the payment of
dividends to Triarc. Under the most restrictive of such covenants, the borrowers
would  not be able to pay any  dividends  to  Triarc  other  than (i)  permitted
one-time cash distributions,  including dividends,  paid to Triarc in connection
with  the  aforementioned  refinancing  transactions  and (ii)  certain  defined
amounts in the event of  consummation of a  securitization  of certain assets of
Arby's.  Such one-time permitted  distributions,  which were paid to Triarc from
the net proceeds of the  refinancing  transactions  as well from the  borrowers'
existing cash and cash equivalents,  consisted of $91.4 million paid on February
25, 1999 and $124.1  million paid on March 30, 1999  following the redemption of
the RC/Arby's 9 3/4% senior notes.                                              

Other Debt Agreements                                                           

     On February 9, 1998 the Company issued zero coupon convertible subordinated
debentures  due 2018 with an  aggregate  principal  amount at maturity of $360.0
million to Morgan  Stanley & Co.  Incorporated  as the initial  purchaser for an
offering to "qualified  institutional buyers". The zero coupon debentures mature
in 2018 and do not require any amortization of principal prior thereto. The zero
coupon debentures were issued at a discount of 72.177% from principal  resulting
in proceeds to the Company of $100.2 million before  placement fees and expenses
aggregating $4.0 million. The Company utilized $25.6 million of the net proceeds
from the sale of the zero  coupon  debentures  to purchase  1,000,000  shares of
Class A common  stock for  treasury and is using the balance of the net proceeds
for general corporate purposes.  The zero coupon debentures are convertible into
Class A common stock at a conversion  rate of 9.465 shares per $1,000  principal
amount  at  maturity,   which   represents  an  initial   conversion   price  of
approximately  $29.40 per share of Class A common stock.  The  conversion  price
will increase  over the life of the zero coupon  debentures at an annual rate of
6.5%  and  the  conversion  of all  of the  currently  outstanding  zero  coupon
debentures   into  Class  A  common  stock  would  result  in  the  issuance  of
approximately  3,407,000  shares of Class A common  stock.  In June 1998 a shelf
registration statement covering resales by holders of the zero coupon debentures
(and the Class A common stock  issuable  upon any  conversion of the zero coupon
debentures) was declared effective by the Securities and Exchange Commission.   

     The Company has a 13 1/2% note payable to the Propane  Partnership  with an
original  principal  amount  of  $40.7  million  which  was due in  eight  equal
installments   commencing  2003  through  2010.  Effective  June  30,  1998  the
partnership  note was amended  to,  among  other  things,  permit the Company to
prepay up to $10.0  million of the  principal  of the  partnership  note through
February 14, 1999. During 1998, the Company prepaid such $10.0 million including
$7.0  million on August 7, 1998 in order to (i)  retroactively  cure the Propane
Partnership's  noncompliance  as of June 30,  1998  with  restrictive  covenants
contained in its bank facility agreement and (ii) permit the Propane Partnership
to pay its normal quarterly  distribution  with respect to the second quarter of
1998  on  its  common  units  representing  limited  partner  interests  with  a
proportionate  amount for the Company's general partners'  interest (see below).
The remaining  principal  amount of the partnership note of $30.7 million is due
$0.2 million in 2004 and six equal annual  installments  of  approximately  $5.1
million commencing in 2005 through 2010.                                        

     The Company has a note payable to a beverage  co-packer  in an  outstanding
principal amount of $6.8 million as of January 3, 1999, of which $3.4 million is
due in 1999.                                                                    

     Under the Company's various debt agreements,  substantially all of Triarc's
and its  subsidiaries'  assets other than cash, cash  equivalents and short-term
investments are pledged as security.  In addition,  obligations under (i) $125.0
million of 8.54% first  mortgage  notes due June 30,  2010 of National  Propane,
L.P. (the "Operating Partnership"), a subpartnership of the Propane Partnership,
and $13.0 million  outstanding  under a bank credit  facility  maintained by the
Operating Partnership have been guaranteed by National Propane Corporation,  the
managing  general  partner of the Propane  Partnership  and a subsidiary  of the
Company and (ii) $117.0  million of operating  and  capitalized  lease  payments
(approximately  $98.0  million  outstanding  as of January 3, 1999  assuming the
purchaser of the Arby's  restaurants has made all scheduled  repayments  through
such date) and $54.7 million of mortgage  notes and  equipment  notes payable to
FFCA Mortgage Corporation (approximately $51.0 million outstanding as of January
3, 1999 assuming the purchaser of the Arby's  restaurants has made all scheduled
repayments  through such date) assumed by the  purchaser in connection  with the
restaurants  sale have been guaranteed by Triarc.  As collateral for the propane
guarantee,  all of the stock of National  Propane SGP,  Inc.,  a  subsidiary  of
National  Propane  Corporation  and the  holder of a 2%  unsubordinated  general
partner  interest  in the  Propane  Partnership,  is pledged as well as National
Propane Corporation's 2% unsubordinated  general partner interest in the Propane
Partnership.  Although the stock of National Propane  Corporation is not pledged
in connection  with any guarantee of debt  obligations,  the 75.7% of such stock
owned by Triarc  directly  is  pledged as  security  for  obligations  under the
Partnership Note.                                                               

     After giving effect for the 1999  refinancing  transactions,  the scheduled
maturities of the Company's long-term debt during fiscal 1999 are $10.0 million,
including $4.9 million under the new term loans.                                

Capital Expenditures                                                            

     Consolidated  capital  expenditures  amounted  to  $15.9  million  in 1998,
including  (i) $4.6  million  which  RC/Arby's  was required to reinvest in core
business  assets  under the  indenture  pursuant  to which the  RC/Arby's 9 3/4%
senior  notes were issued as a result of the sale of the C&C  beverage  line and
certain other asset disposals in 1997 and (ii) $3.7 million for the purchases of
two partial ownership interests in corporate aircraft.  The Company expects that
capital  expenditures will approximate $11.0 million during 1999 for which there
were  approximately  $0.7 million of  outstanding  commitments  as of January 3,
1999.                                                                           

Acquisitions and Dispositions                                                   

     In  furtherance of the Company's  growth  strategy,  the Company  considers
selective  business  acquisitions,  as appropriate,  to grow  strategically  and
explore other alternatives to the extent it has available resources to do so. In
that  connection,  on August 27, 1998 the Company  completed its T.J.  Cinnamons
acquisition by acquiring from Paramark Enterprises, Inc. (formerly known as T.J.
Cinnamons,  Inc.) all of Paramark's franchise agreements for T.J. Cinnamons full
concept bakeries and Paramark's wholesale distribution rights for T.J. Cinnamons
products.  In 1996 the  Company  had  acquired  the T.J.  Cinnamons  trademarks,
service marks,  recipes and  proprietary  formulae.  The 1998  acquisition  also
included settlement of remaining  contingent payments from the 1996 acquisition,
which were based upon achieving certain specific sales targets over a seven-year
period.  The aggregate  consideration  in 1998 consisted of cash of $3.0 million
and a $1.0  million  (discounted  value of $0.9  million)  non-interest  bearing
obligation payable in equal monthly installments through August 2000.           

     On May 1, 1998 the Company sold its 20%  non-current  investment  in Select
Beverages for cash of $28.3 million.                                            

     Effective December 30, 1998 the Company sold all of the stock of Chesapeake
Insurance  Company  Limited to  International  Advisory  Services  Ltd. for $0.3
million in cash and a $1.5 million note bearing interest at an annual rate of 6%
and due in 2003. Chesapeake Insurance (i) prior to October 1993 provided certain
property  insurance coverage for the Company and reinsured a portion of casualty
and  group  life  insurance  coverage  which  the  Company  and  certain  former
affiliates  maintained with an unaffiliated  insurance company and (ii) prior to
April  1993  reinsured  insurance  risks  of  unaffiliated  third  parties.  The
collectibility  of the note from  International  Advisory Services is subject to
the favorable settlement of existing claims and there would be no realization if
such claims are settled for $8.2  million or more.  Should the claims be settled
for less than $8.2 million, the note would be realized at $.75 per $1.00 of such
favorable  settlement reaching full collection of $1.5 million if the claims are
settled for no more than the current  estimate of $6.2  million.  As a result of
the Chesapeake  Insurance sale, notes payable of Triarc and Southeastern  Public
Service Company,  a subsidiary of Triarc,  to Chesapeake  Insurance  aggregating
$1.5 million are included in the Company's long-term debt at January 3, 1999, of
which $0.3 million is due in 1999.                                              

Income Taxes                                                                    

     The Federal  income tax returns of the  Company  have been  examined by the
Internal  Revenue  Service for the tax years 1989 through 1992.  The Company has
reached a tentative  settlement  with the IRS regarding all remaining  issues in
such audit.  In  connection  therewith,  the Company  paid $5.3 million and $8.5
million, each including interest, during 1997 and 1998, respectively, in partial
settlement  of  such  audit.  In  addition,   the  Company  has  agreed  to  pay
approximately $5.0 million, including interest, to resolve all remaining issues.
The  tentative  settlement  is  subject  to  review by the  Congressional  Joint
Committee on Taxation. If the settlement is so approved, the Company anticipates
it would make payment later in 1999. The IRS is examining the Company's  Federal
income tax returns for the year ended April 30, 1993 and eight-month  transition
period ended  December 31, 1993.  In connection  therewith,  the Company has not
received  any  notices of proposed  adjustments  and does not expect to make any
related payments during 1999.                                                   

Triarc Stock Purchases                                                          

     During 1998 the Company repurchased  1,672,850 shares of its Class A common
stock at an  aggregate  cost of $29.1  million  pursuant  to a stock  repurchase
program,  as amended,  originally  announced  in October  1997 and  subsequently
terminated in connection with the tender offer  described  below. In addition to
the stock  repurchases  pursuant to such  program,  in February 1998 the Company
used a portion of the proceeds  from the sale of the zero coupon  debentures  to
purchase 1,000,000 shares of its Class A common stock from Morgan Stanley for an
aggregate cost of $25.6 million.                                                

     On October 12, 1998 the Company  announced  that its Board of Directors had
formed a Special  Committee  to  evaluate a proposal  it had  received  from the
Chairman  and Chief  Executive  Officer and the  President  and Chief  Operating
Officer of the Company (the "Executives") for the acquisition by an entity to be
formed by them of all of the  outstanding  shares of the Company's  common stock
(other  than  approximately  6,000,000  shares  owned  by an  affiliate  of  the
Executives)  for $18.00 per share payable in cash and  securities.  On March 10,
1999 the Company  announced that it had been advised by the Executives that they
had withdrawn such proposal.                                                    

     Subsequent  to the receipt of the  proposal,  a series of  purported  class
action  lawsuits  on behalf of  stockholders  have been  filed  challenging  the
proposed  transaction.  Each of the pending  lawsuits  names the Company and the
members of its Board of Directors as defendants.  The complaints  allege,  among
other things,  that the proposed  transaction  would  constitute a breach of the
directors'  fiduciary duties and that the proposed  consideration to be paid for
the shares of Class A common stock is unfair and demand,  in addition to damages
and costs,  that the  proposed  transaction  be enjoined.  To date,  none of the
defendants has responded to the complaints. However, given that the proposal was
withdrawn,  the Company does not believe that the outcome of these  actions will
have a material adverse effect on its consolidated financial position or results
of  operations.  On March 26, 1999,  four of the plaintiffs in the above actions
filed an amended  complaint  alleging  that the  defendants  violated  fiduciary
duties owed to the Company's  stockholders by failing to disclose, in connection
with the Dutch Auction tender offer described below,  that the Special Committee
had  allegedly  determined  that the above  proposal  was  unfair.  The  amended
complaint seeks an injunction enjoining consummation of the Dutch Auction tender
offer unless the alleged  disclosure  violations  are cured,  and  requiring the
Company  to  provide  additional   disclosure,   together  with  damages  in  an
unspecified amount.                                                             

     On March 10, 1999 the Company  also  announced  that its Board of Directors
approved a tender offer for up to 5,500,000 shares of the Company's common stock
at a price of not less than $16.25 per share and not more than $18.25 per share,
pursuant  to a "Dutch  Auction".  Accordingly,  the  Company  will pay only that
amount per share which is necessary, within the stated range, in order to secure
the required number of shares (see below) to complete the tender offer. Once the
price per share is determined,  all tendering shareholders will be paid the same
amount for each share of stock sold.  The tender  offer  commenced  on March 12,
1999 and will  expire at 12:00  midnight  New York City time on April 13,  1999,
unless it is  extended.  The tender  offer is subject to,  among other terms and
conditions, at least 3,500,000 shares of common stock being tendered unless such
condition is waived by the Company. The effect of the consummation of the tender
offer on the Company's consolidated financial statements would be to reduce cash
and  cash  equivalents  and  stockholders'  equity  for the  aggregate  costs to
repurchase the required number of shares,  including  related estimated fees and
expenses of approximately $1.0 million. There can be no assurance, however, that
the transactions contemplated by the tender offer will be consummated.          

     Subsequent to the announcement of the tender offer, an alleged  stockholder
filed a complaint on behalf of  stockholders  which  alleges that the  Company's
tender offer  statement  filed with the  Securities  and Exchange  Commission in
connection  with the tender offer was false and misleading and seeks damages and
unspecified other relief.  The complaint names the Company and the Executives as
defendants.  The Company  does not believe  that the outcome of this action will
have a material adverse effect on its consolidated financial position or results
of operations.                                                                  

The Propane Partnership                                                         

     The  Company  owns,  through  National  Propane  Corporation,  4.5  million
subordinated units  representing an approximate 38.7%  subordinated  partnership
interest in the Propane  Partnership.  The Company also owns,  through  National
Propane Corporation and a subsidiary,  an aggregate 4.0% unsubordinated  general
partners' interest in the Propane Partnership and the Operating Partnership. The
Propane Partnership  distributes to its partners on a quarterly basis all of its
available cash as defined in its partnership agreement, the main source of which
would be cash flows from its operations, as supplemented by any partnership note
prepayments.   In  connection   therewith,   the  Company   received   quarterly
distributions  on the  subordinated  units  from  the  Propane  Partnership  and
quarterly distributions on the unsubordinated general partners' interest of $2.4
million  (with  respect  to the  fourth  quarter  of  1997)  and  $0.6  million,
respectively,  in 1998. No subordinated  distributions were paid with respect to
1998 since initially the Company agreed to forego subordinated  distributions in
order to  facilitate  the Propane  Partnership's  compliance  with debt covenant
restrictions  in its  bank  facility  agreement  and  subsequently  the  Propane
Partnership agreed not to pay any 1998 subordinated  distributions in accordance
with  amendments to its debt  agreements  effective  June 30, 1998.  The Propane
Partnership  also agreed not to make any  distributions  on its publicly  traded
common units until all amounts  outstanding  under its bank  facility  agreement
have  been  repaid  in  full.  Thereafter,  the  Company  will not  receive  any
distributions  unless and until the Propane  Partnership (i) is able to generate
sufficient  available cash through operations and (ii) maintains compliance with
the  restrictions  embodied in the covenants in its amended debt agreements and,
with respect to  subordinated  distributions,  (i) achieves  compliance with the
original  restrictions  embodied in the covenants in its bank facility agreement
and (ii) pays any distribution  arrearages on the Propane Partnership's publicly
traded common units in full, currently  aggregating $5.3 million with respect to
the third and fourth quarters of 1998.  Accordingly,  it is unlikely the Company
will receive any distributions  from the Propane  Partnership in the foreseeable
future.                                                                         

     On April 5, 1999, the Propane Partnership and Columbia Propane Corporation,
a subsidiary of Columbia Energy Group,  signed a definitive  purchase  agreement
pursuant to which Columbia  Propane  Corporation will commence a tender offer to
acquire  all of the  outstanding  common  units of the Propane  Partnership  for
$12.00 in cash per  common  unit,  which  tender  offer is the  first  step of a
two-step transaction. In the second step, subject to the terms and conditions of
the purchase  agreement,  Columbia  Propane,  L.P.  would  acquire the Company's
interests in the propane business,  except for a 1% limited partnership interest
in the Operating  Partnership,  in consideration of cash of $2.1 million and the
forgiveness  of  approximately  $15.8 million of the note payable to the Propane
Partnership  discussed  above,  and the  Propane  Partnership  would  merge into
Columbia  Propane,  L.P. As part of the second step,  any remaining  common unit
holders of the Propane  Partnership  would receive,  in cash,  $12.00 per common
unit and the Company would repay the remaining  approximate $14.9 million of the
note payable to the Propane Partnership.                                        

     The Board of  Directors  of  National  Propane  Corporation,  acting on the
recommendation  of  its  Special  Committee  (formed  to  evaluate  and  make  a
recommendation on behalf of the Propane  Partnership's  common unit holders with
respect to the  transaction)  has  unanimously  approved  this  transaction  and
unanimously recommended that the Propane Partnership's  unitholders tender their
units pursuant to the offer.                                                    

     The tender  offer is expected  to commence on April 9, 1999.  The offer for
the common units will be subject to certain  conditions,  including  there being
tendered by the expiration  date and not  withdrawn,  at least a majority of the
outstanding  common units on a fully  diluted  basis.  There can be no assurance
that this sale will be consummated.                                             

     The Company  presently  anticipates this sale would result in a gain to the
Company.  Under the sale, the Company would maintain financial  interests in the
propane business,  through retention of a 1% limited partnership interest in the
Operating  Partnership and the Propane  Guarantee.  Accordingly,  the results of
operations  of  the  propane  segment  and  any  resulting  gain  or  loss  from
Partnership Sale will not be accounted for as a discontinued operation.         

     At December 31, 1998 the Operating Partnership was not in compliance with a
covenant under its bank facility and is forecasting non-compliance with the same
covenant  as of March 31,  1999.  The  Operating  Partnership  has  received  an
unconditional  waiver of such non-compliance from its bank facility lenders with
respect to the  non-compliance as of December 31, 1998 and a conditional  waiver
with respect to future covenant non-compliance with such covenant through August
31, 1999. A number of the  conditions  to such  conditional  waiver are directly
related  to the sale of the  Propane  Partnership  discussed  above.  Should the
conditions not be met, or the waiver expire and the Operating  Partnership be in
default of its bank facility, the Operating Partnership would also be in default
of the first mortgage notes by virtue of cross-default  provisions.  As a result
of the  forecasted  non-compliance  as of March 31, 1999,  the conditions of the
waiver and the cross-default provisions of the first mortgage notes, the Company
understands the Propane  Partnership  intends to classify all of the outstanding
obligations  under  the bank  facility  and  first  mortgage  notes as a current
liability as of December 31, 1998. In addition,  the Company understands that as
a result of the forecasted non-compliance,  the conditional nature of the waiver
and its  effectiveness  only  through  September  1,  1999 with  respect  to the
forecasted  non-compliance and the fact that a definitive agreement for the sale
of the Propane  Partnership may not have been executed and delivered by the time
the Propane  Partnership's  financial statements for the year ended December 31,
1998 are issued,  the independent  auditors may render an opinion on the Propane
Partnership's  financial  statements  for the year ended December 31, 1998 which
emphasizes doubt as to the Propane  Partnership's ability to continue as a going
concern for a reasonable period of time. If the sale of the Propane  Partnership
is not consummated  and the lenders are unwilling to extend the waiver,  (i) the
Propane  Partnership could seek to otherwise  refinance its  indebtedness,  (ii)
Triarc  might  consider  buying the banks'  loans to the  Operating  Partnership
($16.0 million principal amount  outstanding as of January 3, 1999) or (iii) the
Propane  Partnership  could be  forced  to seek  protection  under  the  Federal
bankruptcy  laws.  In such latter event,  National  Propane  Corporation  may be
required to honor its guarantee of the Operating Partnership's obligations under
the bank  facility  and the first  mortgage  notes.  As a result,  Triarc may be
required  to pay a  $30.0  million  demand  note  payable  to  National  Propane
Corporation, and National Propane Corporation would be required to surrender the
note (if the Company  has not yet paid it) or the  proceeds  from such note,  as
well as the Company's partnership interests, to the lenders.                    

Cash Requirements                                                               

     As of  January 3, 1999,  the  Company's  cash  requirements,  exclusive  of
operating  cash flow  requirements  but giving  effect for the 1999  refinancing
transactions  and the  tender  offer,  consist  principally  of (i) up to $101.4
million for treasury stock  repurchases  pursuant to the tender offer (including
an  estimated   $1.0  million  of  related  fees  and  expenses)   (ii)  capital
expenditures  of  approximately  $11.0 million,  (iii)  scheduled debt principal
repayments  aggregating $10.0 million, (iv) a Federal income tax payment of $5.0
million  assuming the tentative  settlement  of the  remaining  income tax audit
issues for the tax years 1989  through  1992 is approved by the Joint  Committee
and (v) the cost of  business  acquisitions,  if any,  in  addition to the $17.3
million  acquisition  of Millrose  and  Mid-State  in  connection  with the 1999
refinancing   transactions.   The  Company   anticipates  meeting  all  of  such
requirements   through   existing  cash  and  cash  equivalents  and  short-term
investments (aggregating $237.4 million, net of $23.6 million of obligations for
short-term investments sold but not yet purchased included in "Accrued expenses"
in the  accompanying  consolidated  balance  sheet as of January 3,  1999),  net
proceeds from the 1999  refinancing  transactions,  net of the  concurrent  uses
previously  identified,   of  approximately  $156.8  million,  cash  flows  from
operations  and/or  availability  under Triarc Consumer  Products' $60.0 million
revolving credit facility.                                                      

TRIARC                                                                          

     Triarc is a holding company whose ability to meet its cash  requirements is
primarily  dependent  upon  its (i) cash and  cash  equivalents  and  short-term
investments (aggregating $145.7 million, net of $23.6 million of obligations for
short-term  investments sold but not yet purchased as of January 3, 1999),  (ii)
investment  income on its cash equivalents and short-term  investments and (iii)
cash flows from its subsidiaries  including loans,  distributions  and dividends
(see limitations  below) and reimbursement by certain  subsidiaries to Triarc in
connection  with  the (a)  providing  of  certain  management  services  and (b)
payments under tax-sharing agreements with certain subsidiaries.                

     Triarc's principal  subsidiaries,  other than CFC Holdings Corp. (until its
merger into Triarc on February  23,  1999),  the then parent of  RC/Arby's,  and
National Propane Corporation, were unable to pay any dividends or make any loans
or advances  to Triarc  during 1998 and as of January 3, 1999 under the terms of
the  various  indentures  and  credit  arrangements  then in  effect,  except as
follows.  As permitted under the existing beverage credit agreement,  a one-time
dividend of $21.3 million was paid to Triarc by Triarc Beverage  Holdings during
1998.  Additionally,  a dividend of $2.3 million was paid to Triarc by Cable Car
prior to Cable Car becoming a borrower under such credit agreement.  While there
are no restrictions applicable to National Propane Corporation, National Propane
Corporation  is  dependent  upon  cash  flows  from  the  Propane   Partnership,
principally quarterly  distributions from the Propane Partnership.  As set forth
above,  National Propane  Corporation  received $3.0 million of distributions in
1998,  but  it  is  unlikely  National  Propane  Corporation  will  receive  any
distributions  in the  foreseeable  future.  While  there  were no  restrictions
applicable  to CFC  Holdings,  CFC Holdings was  dependent  upon cash flows from
RC/Arby's to pay dividends  and, as of January 3, 1999,  RC/Arby's was unable to
pay any dividends or make any loans or advances to CFC  Holdings.  In connection
with the 1999  refinancing  transactions  as described  above,  Triarc  Consumer
Products  distributed,  on a one-time basis, $215.5 million to Triarc during the
first quarter of 1999,  but will not be permitted to pay any other  dividends to
Triarc  except for certain  defined  amounts in the event of  consummation  of a
securitization of certain assets of Arby's.                                     

     Triarc's  indebtedness to consolidated  subsidiaries of $30.0 million as of
January 3, 1999  represents  the $30.0 million note payable to National  Propane
Corporation  bearing  interest  at 13 1/2%  payable  in cash.  While  such  note
requires the payment of interest in cash,  Triarc  currently  expects to receive
dividends from National  Propane  Corporation  equal to such cash interest.  The
note requires no principal  payments  during the remainder of 1998,  assuming no
demand is made  thereunder,  and none is  anticipated  unless  National  Propane
Corporation  is required to honor the  guarantee of  obligations  under the bank
facility and the first  mortgage notes and surrender the proceeds from such note
to the propane  bank  facility  lenders.  As  described  above,  Triarc also has
indebtedness  of $30.7 million  under a note payable to the Propane  Partnership
which requires no principal  payments  during 1999 and $1.2 million under a note
payable to Chesapeake  Insurance which requires principal  payments  aggregating
$0.2 million during 1999.                                                       

     During 1998, Triarc's operating activities used cash of $18.8 million which
was net of dividends from subsidiaries of $29.5 million,  including the one-time
dividends of $23.6 million from Triarc Beverage  Holdings and Cable Car and $3.0
million  of  dividends  from  subsidiaries   provided  by  the  pass-through  of
distributions  from the Propane  Partnership.  Triarc expects positive operating
cash flows for the year ended January 2, 2000  reflecting  higher  dividends and
any resulting investment income due to the one-time cash distributions of $215.5
million from Triarc Consumer Products in the first quarter of 1999 in connection
with the 1999  refinancing  transactions  and the investment of such cash to the
extent it is not used for other purposes.                                       

     Triarc's  principal cash requirements for 1999 are (i) up to $101.4 million
for  treasury  stock  repurchases  pursuant to the tender  offer  (including  an
estimated $1.0 million of related fees and  expenses),  (ii) payments of general
corporate expenses,  (iii) interest due on the $30.7 million note payable to the
Propane Partnership,  (iv) a Federal income tax payment of $5.0 million assuming
the  tentative  settlement  of the  remaining IRS audit issues for the tax years
1989 through 1992 is approved by the  Congressional  Joint Committee on Taxation
and (v) the cost of business acquisitions,  if any. Triarc expects to be able to
meet  all  of  such  cash  requirements  through  (i)  existing  cash  and  cash
equivalents  and  short-term  investments  and (ii) cash  flows  from  operating
activities,  including  the one-time  cash  distributions  received  from Triarc
Consumer Products.                                                              

LEGAL AND ENVIRONMENTAL MATTERS                                                 

     In addition to the shareholder  lawsuits in connection with the proposal by
the Executives and the Dutch Auction tender offer discussed  above,  the Company
is involved in litigation,  claims and environmental  matters  incidental to its
businesses.  The Company has reserves for such legal and  environmental  matters
aggregating  approximately  $1.9  million as of January  3, 1999.  Although  the
outcome of such matters  cannot be predicted  with  certainty  and some of these
matters  may be disposed  of  unfavorably  to the  Company,  based on  currently
available  information  and given the  Company's  aforementioned  reserves,  the
Company does not believe that such legal and  environmental  matters will have a
material adverse effect on its  consolidated  results of operations or financial
position.                                                                       

YEAR 2000                                                                       

     The Company has undertaken a study of its functional application systems to
determine  their  compliance  with  year  2000  issues  and,  to the  extent  of
noncompliance,  the required  remediation.  The Company's  study consisted of an
eight-step methodology to: (1) obtain an awareness of the issues; (2) perform an
inventory of its software  and  hardware  systems;  (3) identify its systems and
computer  programs  with  year  2000  exposure;  (4)  assess  the  impact on its
operations  by  each  mission  critical   application;   (5)  consider  solution
alternatives;  (6) initiate remediation; (7) perform validation and confirmation
testing  and (8)  implement.  Through  the first  quarter  of 1999 to date,  the
Company has  completed  steps one through six and expects to complete step seven
and the final implementation prior to January 1, 2000. Such study addressed both
information technology ("IT") and non-IT systems,  including imbedded technology
such as  micro  controllers  in  telephone  systems,  production  processes  and
delivery  systems.  Certain  significant  systems  in the  Company's  soft drink
concentrate  segment,  principally  Royal  Crown's order  processing,  inventory
control  and  production  scheduling  system,  required  remediation  which  was
completed in the first quarter of 1999. As a result of such study and subsequent
remediation,  the  Company  has no reason  to  believe  that any of its  mission
critical systems are not year 2000 compliant.  Accordingly, the Company does not
currently  anticipate that internal systems failures will result in any material
adverse  effect  to its  operations.  However,  should  the  final  testing  and
implementation  steps reveal any year 2000  compliance  problems which cannot be
corrected  prior to January  1,  2000,  the most  reasonably  likely  worst-case
scenario is that the  Company  might  experience  a delay in  production  and/or
fulfilling and processing  orders resulting in either lost sales or delayed cash
receipts,  although  the  Company  does not  believe  that such  delay  would be
material.  In such case, the Company's  contingency plan would be to revert to a
manual  system in order to perform the  required  functions.  Due to the limited
number of orders received by Royal Crown on a daily basis, such contingency plan
would not cause any significant  disruption of business.  As of January 3, 1999,
the  Company  had  incurred  $0.7  million of costs in order to become year 2000
compliant,  including  computer  software  and hardware  costs,  and the current
estimated cost to complete such remediation in 1999 is $1.3 million.  Such costs
incurred  through  January 3, 1999 were  expensed  as  incurred,  except for the
direct  purchase  costs of software and hardware,  which were  capitalized.  The
software-related  costs incurred on or after January 4, 1999 will be capitalized
in  accordance  with the  provisions  of  Statement  of  Position  ("SOP")  98-1
described below.                                                                

     An  assessment  of the  readiness  of year 2000  compliance  of third party
entities  with  which the  Company  has  relationships,  such as its  suppliers,
banking  institutions,  customers,  payroll  processors and others ("third party
entities")  is  ongoing.  The  Company  has  inquired,  or is in the  process of
inquiring,  of the significant  aforementioned  third party entities as to their
readiness  with  respect  to  year  2000  compliance  and to date  has  received
indications  that many of them are in the process of remediation  and/or will be
year 2000  compliant.  The Company is,  however,  subject to certain  risks with
respect to these third party entities' potential year 2000  non-compliance.  The
Company  believes that these risks are primarily  associated  with its banks and
major  suppliers,  including its beverage  co-packers  and bottlers and the food
suppliers  and  distributors  to its  restaurant  franchisees.  At present,  the
Company cannot determine the impact on its results of operations in the event of
year 2000  non-compliance by these third party entities.  In the most reasonably
likely  worst-case  scenario,  such year 2000  non-compliance  might result in a
disruption  of business and loss of revenues,  including the effects of any lost
customers,  in any or all of the Company's business  segments.  The Company will
continue to monitor  these third party  entities to determine  the impact on the
business of the Company  and the actions the Company  must take,  if any, in the
event of non-compliance by any of these third party entities.  The Company is in
the process of collecting additional information from third party entities which
disclosed that  remediation  is required and has begun  detailed  evaluations of
these  third  party  entities,  as well as those that  could not  satisfactorily
respond,  in order to develop its  contingency  plans in conjunction  therewith.
Such  contingency  plans might  include the build-up of the  Company's  beverage
inventories  just  prior to the year 2000 in order to  mitigate  the  effects of
temporary supply disruptions. The Company believes there are multiple vendors of
the goods and  services  it  receives  from its  suppliers  and thus the risk of
non-compliance  with  year 2000 by any of its  suppliers  is  mitigated  by this
factor.  Also,  no single  customer  accounts for more than 10% of the Company's
consolidated  revenues,  thus  mitigating  the  adverse  risk  to the  Company's
business if some customers are not year 2000 compliant.                         

     We have engaged  consultants to advise us regarding the compliance  efforts
of each  of our  operating  businesses.  The  consultants  are  assisting  us in
completing  inventories  of  critical  applications  and  in  completing  formal
documentation  of year 2000  compliance  of  hardware  and  software  as well as
mission  critical  customers,  vendors and service  providers.  The costs of the
project and the date on which the Company  believes  it will  complete  the year
2000  modifications are based on managements best estimates,  which were derived
using numerous assumptions of future events.  However, there can be no assurance
that these estimates will be achieved and actual results could differ materially
from those anticipated.                                                         

INFLATION AND CHANGING PRICES                                                   

     Management  believes that  inflation  did not have a significant  effect on
gross  margins  during 1996,  1997 and 1998,  since  inflation  rates  generally
remained at relatively low levels. Historically, the Company has been successful
in  dealing  with  the  impact  of  inflation  to  varying  degrees  within  the
limitations of the competitive  environment of each segment of its business.  In
the restaurant segment in particular,  the impact of any future inflation should
be limited since the Company's restaurant operations are exclusively franchising
following the 1997 sale of all company-owned restaurants.                       

SEASONALITY                                                                     

     Our  beverage,  restaurant  and propane  businesses  are  seasonal.  In the
beverage  businesses,  the highest  revenues  occur during the spring and summer
(April  through  September)  and,  accordingly,  our second  and third  quarters
reflect the highest revenues.  Our first and fourth quarters have lower revenues
from the beverage  businesses.  The royalty revenues of our restaurant  business
are  somewhat  higher in our  fourth  quarter  and  somewhat  lower in our first
quarter.  In the propane  business  the highest  demand  occurs  during the peak
heating  season  from  late  fall  to  early  spring  (October  through  April).
Subsequent to the  deconsolidation of the Propane  Partnership,  the seasonality
effect of the propane  business is limited to our 42.7%  equity in the income or
loss of the propane business and such seasonality has no effect on the Company's
consolidated  revenues.  Accordingly,  consolidated  revenues will  generally be
highest during the second and third fiscal quarters of each year.               

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                                       

     In March 1998 the Accounting  Standards Executive Committee of the American
Institute of Certified Public Accountants  issued SOP 98-1,  "Accounting for the
Costs of Computer  Software  Developed or Obtained for Internal  Use". SOP 98-1,
which is  effective  no later  than for the  Company's  fiscal  year  commencing
January 4, 1999,  provides  accounting  guidance on a prospective  basis for the
costs of computer  software  developed  or obtained  for  internal  use. The SOP
requires that once the computer software  capitalization criteria have been met,
costs of developing, upgrading and enhancing computer software for internal use,
including  (i)  external  direct costs of  materials  and  services  consumed in
developing or obtaining such software and (ii) payroll and payroll-related costs
for employees  who are directly  associated  with such  software  project to the
extent of their time spent directly on the project,  should be capitalized.  The
Company presently  capitalizes the direct purchase cost of internal-use computer
software but does not  capitalize  either the services  consumed or the internal
payroll costs incurred in the  implementation of such software.  The Company has
adopted the  provisions of SOP 98-1 in the first  quarter of fiscal 1999.  Since
(i) the Company does not develop its own internal-use software, (ii) the Company
does not anticipate obtaining significant internal use computer software,  (iii)
the Company currently capitalizes the direct software purchase cost and (iv) SOP
98-1 is effective  prospectively  only,  the adoption of SOP 98-1 did not have a
material impact on the Company's  consolidated  financial position or results of
operations.                                                                     

     In April 1998 the Accounting Standards Executive Committee issued SOP 98-5,
"Reporting  on the  Costs of  Start-Up  Activities".  SOP 98-5  broadly  defines
start-up   activities  and  requires  the  costs  of  start-up   activities  and
organization  costs to be  expensed as  incurred.  Start-up  activities  include
one-time activities related to opening a new facility, introducing a new product
or service, conducting business in a new territory,  initiating a new process in
an existing  facility,  or commencing  some new  operation.  SOP 98-5,  which is
effective  no later than for the  Company's  fiscal year  commencing  January 4,
1999,  requires any existing deferred  start-up or organization  costs as of the
effective date to be expensed as the cumulative effect of a change in accounting
principle.  Since the Company does not have any significant deferred start-up or
organization  costs as of January 3, 1999, the adoption of SOP 98-5 did not have
a material impact on the Company's consolidated financial position or results of
operations.                                                                     

     In June 1998 the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and Hedging  Activities".  SFAS 133  provides a  comprehensive  standard for the
recognition and measurement of derivatives and hedging activities.  The standard
requires  all  derivatives  be recorded  on the balance  sheet at fair value and
establishes  special  accounting  for  three  types of  hedges.  The  accounting
treatment  for each of these  three  types of hedges is unique  but  results  in
including the offsetting  changes in fair values or cash flows of both the hedge
and hedged item in results of  operations  in the same  period.  Changes in fair
value of derivatives that do not meet the criteria of one of the  aforementioned
categories  of  hedges  are  included  in  results  of  operations.  SFAS 133 is
effective for the Company's fiscal year beginning January 3, 2000. The Company's
more  significant  derivatives  are the  conversion  component of its short-term
investments in convertible bonds, securities sold and not yet purchased, put and
call options on stocks and bonds, and interest rate cap agreements on certain of
its long-term debt. The Company  historically  has not had transactions to which
hedge accounting  applied and,  accordingly,  the more restrictive  criteria for
hedge accounting in SFAS 133 should have no effect on the Company's consolidated
financial position or results of operations. However, the provisions of SFAS 133
are  complex  and  the  Company  is  just   beginning  its   evaluation  of  the
implementation requirements of SFAS 133 and, accordingly, is unable to determine
at this time the  impact it will have on the  Company's  consolidated  financial
position and results of operations.                                             

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            

       The Company is exposed to the impact of interest rate changes, changes in
the market value of its investments and foreign currency fluctuations.          

       Policies and procedures -- In the normal course of business,  the Company
employs established policies and procedures to manage its exposure to changes in
interest rates,  changes in the market value of its investments and fluctuations
in the value of foreign  currencies using a variety of financial  instruments it
deems appropriate.                                                              

Interest rate risk                                                              

       The Company's objective in managing its exposure to interest rate changes
is to limit the impact of interest  rate changes on earnings and cash flows.  To
achieve its  objectives,  the Company  assesses the relative  proportions of its
debt under fixed versus  variable  rates.  The Company  generally uses purchased
interest rate caps on a portion of its variable-rate  debt to limit its exposure
to increases in short-term  interest rates.  These cap agreements are usually at
significantly  higher than market interest rates  prevailing at the time the cap
agreements are entered into and are intended to protect against very significant
increases in  short-term  interest  rates.  As such,  the only interest rate cap
agreement  outstanding as of January 3, 1999 is approximately 3% higher than the
current  interest  rate on the related  debt.  In addition to its  variable  and
fixed-rate  debt, the Company's  investment  portfolio  includes debt securities
that are subject to medium term interest rate risk  reflecting  the  portfolio's
maturities  between  one  and  seven  years.  The  fair  market  value  of  such
investments will decline in value if interest rates increase.                   

Equity market risk                                                              

       The Company's objective in managing its exposure to changes in the market
value of its  investments  is also to  balance  the risk of the  impact  of such
changes on earnings and cash flows with the Company's expectations for long-term
investment returns.  The Company's primary exposure to equity price risk relates
to its investments in equity securities, equity derivatives, securities sold but
not  yet  purchased  and  investment  limited  partnerships.   The  Company  has
established policies and procedures governing the type and relative magnitude of
investments which it can make. The Company has a Management Investment Committee
whose  duty  is  to  oversee  the  Company's  continuing   compliance  with  the
restrictions embodied in its policies.                                          

Foreign currency risk                                                         

       The  Company's  objective in managing  its  exposure to foreign  currency
fluctuations  is also to limit the impact of such  fluctuations  on earnings and
cash flows.  The Company's  primary exposure to foreign currency risk relates to
its investments in certain  investment  limited  partnerships  that hold foreign
securities,  including those of entities based in emerging market  countries and
other  countries  which  experience  volatility  in their  capital  and  lending
markets.  To a more limited extent,  the Company has foreign  currency  exposure
when  its  investment  managers  buy or sell  foreign  currencies  or  financial
instruments  denominated in foreign  currencies for the Company's  account.  The
Company monitors these exposures and periodically determines its need for use of
strategies intended to lessen or limit its exposure to these  fluctuations.  The
Company also has a relatively  small amount of exposure to export sales revenues
and  related  receivables  denominated  in  foreign  currencies  and  also has a
relatively small investment in foreign subsidiaries which are subject to foreign
currency fluctuations.                                                          

Overall Market Risk                                                             

       With regard to overall market risk, the Company  attempts to mitigate its
exposure to such risks by assessing the relative  proportion of its  investments
in cash  and cash  equivalents  and the  relatively  stable  and risk  minimized
returns available on such investments. The Company periodically interviews asset
managers to ascertain  the  investment  objectives  of such managers and invests
amounts with selected  managers in order to avail itself of higher but more risk
inherent returns from the selected investment strategies of these managers.  The
Company seeks to identify alternative  investment strategies also seeking higher
returns  with  attendant  increased  risk  profiles  for a small  portion of its
investment portfolio.  The Company periodically reviews the returns from each of
its investments  and may maintain,  liquidate or increase  selected  investments
based on this review of past returns and prospects for future returns.          

       The Company maintains  investment  portfolio holdings of various issuers,
types and maturities.  As of January 3, 1999, the Company had investments in the
following general types or categories:                                          

                                                        [Enlarge/Download Table]


                                                                        INVESTMENT AT                          
                                                           INVESTMENT   FAIR VALUE OR     CARRYING             
                TYPE                                         AT COST       EQUITY           VALUE    PERCENTAGE
                                                                              (IN THOUSANDS)                   
                                                                                                               
Cash (including cash equivalents of $152,841) .............$   161,248   $   161,248    $   161,248       59.4%
Company-owned securities accounted for as:                                                                     
        Trading securities.................................     24,585        27,260         27,260       10.0%
        Available-for-sale securities......................     52,347        51,211         51,211       18.9%
Investments in investment limited partnerships accounted                                                       
      for at:                                                                                                  
        Cost...............................................     19,345        16,136         19,345        7.1%
        Equity.............................................      4,189         4,835          4,835        1.8%
Other non-current investments accounted for at:                                                                
       Cost................................................      2,650         2,650          2,650        1.0%
       Equity..............................................      4,951         4,803          4,803        1.8%
                                                           -----------   -----------    -----------  ----------
Total cash and cash equivalents and long investment                                                            
     positions  ...........................................$   269,315   $   268,143    $   271,352      100.0%
                                                           ===========   ===========    ===========  ==========

Securities sold with an obligation for the Company                                                             
     to purchase accounted for as trading securities.......$   (20,530)  $   (23,599)   $   (23,599)        N/A
                                                           ===========   ===========    ===========  ==========


       The Company's  marketable  securities  are  classified  and accounted for
either as  "available-for-sale"  or  "trading"  and are  reported at fair market
value with the related net unrealized gains or losses reported as a component of
stockholders'  equity (net of income  taxes) or  included as a component  of net
income,  respectively.  Investment  limited  partnerships and other  non-current
investments  in which the Company does not have  significant  influence over the
investee are  accounted  for at cost.  Realized  gains and losses on  investment
limited  partnerships  and other  non-current  investments  recorded at cost are
reported as investment  income or loss in the period in which the securities are
sold.  The Company  reviews  such  investments  carried at cost and in which the
Company has unrealized  losses for any unrealized losses deemed to be other than
temporary.  The Company  recognizes  an investment  loss  currently for any such
other  than  temporary  losses.   Investment   limited   partnership  and  other
non-current  investments in which the Company has significant influence over the
investee are accounted  for in  accordance  with the equity method of accounting
under which the results of operations  include the Company's share of the income
or loss of such investees.                                                      

SENSITIVITY ANALYSIS                                                            

       For purposes of this  disclosure,  market risk sensitive  instruments are
divided into two categories:  instruments  entered into for trading purposes and
instruments entered into for purposes other than trading.  The Company's measure
of market risk exposure  represents an estimate of the potential  change in fair
market value of its financial instruments. Market risk exposure is presented for
each class of financial  instruments  held by the Company at January 3, 1999 for
which an immediate  adverse  market  movement  represents  a potential  material
impact on the  financial  position  or  earnings  of the  Company.  The  Company
believes  that the various rates of adverse  market  movements  described  below
represent  the  hypothetical  loss to future  earnings and do not  represent the
maximum  possible  loss  nor  any  expected  actual  loss,  even  under  adverse
conditions,   because  actual  adverse  fluctuations  would  likely  differ.  In
addition, since the Company's investment portfolio is subject to change based on
its  portfolio  management  strategy as well as in response to changes in market
conditions, these estimates are not necessarily indicative of the actual results
which may occur.                                                                

       The following tables reflect the estimated effects on the market value of
the Company's financial instruments based upon assumed immediate adverse effects
as noted below.                                                                 

TRADING PORTFOLIO:                                                              

                                                        [Enlarge/Download Table]


                                                    CARRYING       INTEREST         EQUITY        FOREIGN   
JANUARY 3, 1999                                       VALUE        RATE RISK      PRICE RISK   CURRENCY RISK
---------------                                       -----        ---------      ----------   -------------
                                                                        (IN THOUSANDS)                      

                                                                                                            
Equity securities ..................................$    25,436   $      --        $  (2,544)   $     --    
Debt securities.....................................      1,824          --   (a)       (182)         --    
Securities sold but not yet purchased...............    (23,599)         --            2,360          --    


     (a)  These debt  securities  are  predominately  investments in convertible
          bonds  which  primarily  trade  on  the  conversion   feature  of  the
          securities  rather than the stated  interest rate and as such a change
          in interest  rates of one  percentage  point would not have a material
impact on the Company's financial position or earnings.     

       The  sensitivity  analysis  of  financial  instruments  held for  trading
purposes  assumes an  instantaneous  10% decrease in the equity markets in which
the Company is  invested  from their  levels at January 3, 1999,  with all other
variables  held  constant.  For purposes of this  analysis,  the Company's  debt
securities were assumed to primarily trade based upon the conversion  feature of
the securities and be perfectly  correlated  with the assumed equity index.  The
Company has no foreign investments within its trading portfolio.                

OTHER THAN TRADING PORTFOLIO:                                                   

                                                        [Enlarge/Download Table]


                                                    CARRYING      INTEREST         EQUITY        FOREIGN   
JANUARY 3, 1999                                       VALUE       RATE RISK      PRICE RISK   CURRENCY RISK
---------------                                       -----       ---------      ----------   -------------
                                                                       (IN THOUSANDS)                      

                                                                                                           
Cash (including cash equivalents of $152,841) ......$   161,248  $      --   (a)  $     --   $       --    
Available-for-sale equity securities ...............     28,419         --           (2,842)         --    
Available-for-sale debt securities..................     22,792      (2,279)            --           --    
Other investments...................................     31,633        (854)         (1,320)        (970)  
Long-term debt......................................    708,959      (2,843)            --           --    


     (a)  Due to the  short-term  nature  of the cash  equivalents,  a change in
          interest  rates of one  percentage  point  would  not have a  material
impact on the Company's financial position or earnings.     

       The sensitivity analysis of financial instruments held for purposes other
than trading assumes an  instantaneous  increase in market interest rates of one
percentage point from their levels at January 3, 1999 and an  instantaneous  10%
decrease  in the equity  markets in which the  Company  is  invested  from their
levels at January 3, 1999,  both with all other  variables  held  constant.  The
increase   of   one   percentage   point   with   respect   to   the   Company's
available-for-sale  debt securities represents an assumed average 10% decline as
the weighted  average  interest rate of such debt  securities at January 3, 1999
approximated  10%.  The  change of one  percentage  point  with  respect  to the
Company's  long-term  debt  represents  an assumed  average  11%  decline as the
weighted average interest rate of the Company's variable-rate debt at January 3,
1999 approximated 9% and relates to only the Company's  variable-rate debt since
a change in interest  rates on  fixed-rate  debt would not affect the  Company's
earnings.  The interest  rate risk  presented  with  respect to  long-term  debt
represents  the potential  impact the indicated  change in interest  rates would
have on the Company's earnings and not its financial position. The analysis also
assumes an  instantaneous  10% change in the  foreign  currency  exchange  rates
versus  the U.S.  dollar  from their  levels at January 3, 1999,  with all other
variables  held  constant.  For  purposes  of this  analysis,  with  respect  to
investments  in  investment  limited  partnerships  accounted  for at cost,  the
decrease in the equity  markets and the change in foreign  currency were assumed
to be other than temporary.  Further,  this analysis  assumed no market risk for
investments,  other  than  investment  limited  partnerships,  accounted  for in
accordance with the equity method and included in "other investments" above.    

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                           

 INDEX TO FINANCIAL STATEMENTS

                                                                    PAGE

Independent Auditors' Report........................................            
Consolidated Balance Sheets as of December 28, 1997                             
and January 3, 1999...............................................          
Consolidated Statements of Operations for the year                              
ended December 31, 1996 and the fiscal years ended                          
December 28, 1997 and January 3, 1999.............................          
Consolidated Statements of Stockholders' Equity                                 
for the year ended December 31, 1996 and the                              
fiscal years ended December 28, 1997 and January 3, 1999.........         
Consolidated Statements of Cash Flows for the year ended                        
December 31, 1996 and the fiscal years ended December 28,                 
1997 and January 3, 1999.........................................         
Notes to Consolidated Financial Statements..........................            

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of                                   
TRIARC COMPANIES, INC.:                                                         
New York, New York                                                              

         We have audited the accompanying  consolidated balance sheets of Triarc
Companies,  Inc.  and  subsidiaries  (the  "Company")  as of January 3, 1999 and
December  28,  1997,  and the related  consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for each of the three fiscal years in the
period ended January 3, 1999. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.                                 

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

         In our opinion, such consolidated  financial statements present fairly,
in all material respects, the financial position of the Company as of January 3,
1999 and December 28, 1997,  and the results of their  operations and their cash
flows for each of the three fiscal years in the period ended  January 3, 1999 in
conformity with generally accepted accounting principles.                       

DELOITTE & TOUCHE LLP                                                           

New York, New York                                                              
March 26, 1999                                                                  
(April 5, 1999 as to Note 27)                                                   

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                                         TRIARC COMPANIES, INC. AND SUBSIDIARIES                                        
                                               CONSOLIDATED BALANCE SHEETS                                              
                                          (IN THOUSANDS EXCEPT PER SHARE DATA)                                          

                                                                                            DECEMBER 28,    JANUARY 3,  
                                                                                                1997            1999    
                                                                                                ----            ----    

                                         ASSETS                                                                         

                                                                                                                        
Current assets:                                                                                                         
    Cash (including cash equivalents of $122,131 and $152,841)..............................$    129,480   $    161,248 
    Short-term investments (Note 5).........................................................      46,165         99,729 
    Receivables (Note 6)....................................................................      77,882         67,724 
    Inventories (Note 6)....................................................................      57,394         46,761 
    Deferred income tax benefit (Note 10)...................................................      38,120         28,368 
    Prepaid expenses and other current assets...............................................       6,718          5,667 
                                                                                            ------------   ------------ 
         Total current assets...............................................................     355,759        409,497 
Investments (Notes 7 and 27)................................................................      31,499         10,375 
Properties (Note 6).........................................................................      33,833         31,272 
Unamortized costs in excess of net assets of acquired companies (Note 6)....................     279,225        268,436 
Trademarks (Note 6).........................................................................     269,201        261,906 
Deferred costs and other assets (Note 6)....................................................      35,356         38,406 
                                                                                            ------------   ------------ 
                                                                                            $  1,004,873   $  1,019,892 
                                                                                            ============   ============ 

                               LIABILITIES AND STOCKHOLDERS' EQUITY                                                     

Current liabilities:                                                                                                    
    Current portion of long-term debt (Notes 8, 9 and 26)...................................$     13,932   $      9,978 
    Accounts payable .......................................................................      63,237         58,257 
    Accrued expenses (Note 6)...............................................................     148,504        132,904 
                                                                                            ------------   ------------ 
         Total current liabilities..........................................................     225,673        201,139 
Long-term debt (Notes 8, 9 and 26)..........................................................     604,680        698,981 
Deferred income taxes (Note 10).............................................................      92,577         87,195 
Deferred income and other liabilities.......................................................      37,955         21,663 
Commitments  and  contingencies  (Notes 3, 7, 10,  20, 21 and 23)                                                       
Stockholders' equity (Notes 11 and 26):                                                                                 
    Class A common stock, $.10 par value; authorized 100,000,000 shares,                                                
          issued 29,550,663 shares .........................................................       2,955          2,955 
    Class B common stock, $.10 par value; authorized 25,000,000 shares,                                                 
          issued 5,997,622 shares...........................................................         600            600 
    Additional paid-in capital..............................................................     204,291        204,539 
    Accumulated deficit.....................................................................    (115,440)      (100,804)
    Less Class A common stock held in treasury at cost; 3,951,265 and                                                   
          6,250,908 shares..................................................................     (45,456)       (94,963)
    Accumulated other comprehensive deficit.................................................        (979)          (600)
    Unearned compensation...................................................................      (1,983)          (813)
                                                                                            ------------   ------------ 
          Total stockholders' equity .......................................................      43,988         10,914 
                                                                                            ------------   ------------ 
                                                                                            $  1,004,873   $  1,019,892 
                                                                                            ============   ============ 

                                              See accompanying  notes to consolidated  financial statements.            


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                                         TRIARC COMPANIES, INC. AND SUBSIDIARIES                                      
                                          CONSOLIDATED STATEMENTS OF OPERATIONS                                       
                                         (In thousands except per share amounts)                                      

                                                                                         YEAR ENDED                   
                                                                     ------------------------------------------------ 
                                                                      DECEMBER  31,     DECEMBER 28,      JANUARY 3,  
                                                                         1996               1997             1999     

                                                                                                                      
Revenues:                                                                                                             
   Net sales..........................................................$    870,856    $     794,790     $     735,436 
   Royalties, franchise fees and other revenues.......................      57,329           66,531            79,600 
                                                                      ------------    -------------     ------------- 
                                                                           928,185          861,321           815,036 
                                                                      ------------    -------------     ------------- 
Costs and expenses:                                                                                                   
   Cost of sales, excluding depreciation and amortization.............     573,241          452,312           390,883 
   Advertising, selling and distribution (Note 1).....................     143,343          188,503           197,065 
   General and administrative.........................................     110,339          115,335           110,025 
   Depreciation and amortization, excluding amortization                                                              
     of deferred financing costs......................................      46,015           39,319            35,221 
   Acquisition related (Note 12)......................................          --           31,815               --  
   Facilities relocation and corporate restructuring (Note 13)........       8,800            7,075               --  
   Reduction in carrying value of long-lived assets                                                                   
      to be disposed (Note 3).........................................      64,300              --                --  
                                                                      ------------    -------------     ------------  
                                                                           946,038          834,359           733,194 
                                                                      ------------    -------------     ------------- 
         Operating profit (loss)......................................     (17,853)          26,962            81,842 
Interest expense .....................................................     (71,025)         (71,648)          (70,806)
Investment income, net (Note 14)......................................       8,069           12,793            12,178 
Gain on sale of businesses, net (Note 15).............................      77,000            4,955             7,215 
Other income (expense), net (Note 16).................................        (126)           3,848            (1,786)
                                                                      ------------    -------------     ------------- 
         Income (loss) from continuing operations before                                                              
            income taxes and minority interests.......................      (3,935)         (23,090)           28,643 
(Provision for) benefit from income taxes (Note 10)...................      (7,934)           4,742           (16,607)
Minority interests in net income of a consolidated subsidiary                                                         
     (Note 3)........................................................       (1,829)          (2,205)               -- 
                                                                         ----------      -----------       ---------- 
         Income (loss) from continuing operations.....................     (13,698)         (20,553)           12,036 
Income from discontinued operations (Note 17).........................       5,213           20,718             2,600 
                                                                      ------------    -------------     ------------- 
         Income (loss) before extraordinary items.....................      (8,485)             165            14,636 
Extraordinary items (Note 18).........................................      (5,416)          (3,781)              --  
                                                                      -------------   -------------     ------------- 
         Net income (loss)............................................$    (13,901)   $      (3,616)    $      14,636 
                                                                      =============   =============     ============= 

Basic income (loss) per share (Note 4):                                                                               
         Continuing operations........................................$       (.46)   $        (.68)    $         .40 
         Discontinued operations......................................         .18              .69               .08 
         Extraordinary items..........................................        (.18)            (.13)              --  
                                                                      -------------   -------------     ------------  
         Net income (loss)............................................$       (.46)   $        (.12)    $         .48 
                                                                      =============   =============     ============= 

Diluted income (loss) per share (Note 4):                                                                             
         Continuing operations........................................$       (.46)   $        (.68)    $         .38 
         Discontinued operations......................................         .18              .69               .08 
         Extraordinary items..........................................        (.18)            (.13)              --  
                                                                      -------------   -------------     ------------  
         Net income (loss)............................................$       (.46)   $        (.12)    $         .46 
                                                                      =============   =============     ============= 

                                               See accompanying  notes to consolidated  financial statements.         


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                                                     TRIARC COMPANIES, INC. AND SUBSIDIARIES                                       
                                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                    
                                                                 (IN THOUSANDS)                                                    
                                                                                                       CUMULATIVE OTHER            
                                                                                                   COMPREHENSIVE INCOME (LOSS)     
                                                                                                   ---------------------------     
                                                                                                     UNREALIZED                    
                                                                                                    GAIN (LOSS) ON                 
                                                                                                     "AVAILABLE-                   
                                                    ADDITIONAL                                        FOR-SALE"   CURRENCY         
                                          COMMON     PAID-IN      ACCUMULATED   TREASURY   UNEARNED   MARKETABLE TRANSLATION       
                                           STOCK     CAPITAL       DEFICIT       STOCK   COMPENSATION SECURITIES  ADJUSTMENT  TOTAL
                                           -----     -------       -------       -----   ------------ ----------  ----------  -----

                                                                                                                                   
Balance at December 31, 1995..............$ 3,398   $  162,020   $  (97,923)  $ (45,931)  $  (1,013)  $     99  $  --    $  20,650 
    Comprehensive loss:                                                                                                            
       Net loss...........................    --           --       (13,901)        --          --         --      --      (13,901)
       Unrealized gains on  "available-for-                                                                                        
          sale" investments (Note 5)......    --           --           --          --          --         500     --          500 
                                                                                                                         --------- 
       Comprehensive loss.................    --           --           --          --          --         --      --      (13,401)
                                                                                                                         --------- 
    Amortization of below market stock                                                                                             
        options (Note 11).................    --           --           --          --          489        --      --          489 
    Forfeiture of below market stock                                                                                               
        options (Note 11).................    --          (852)         --          --          219        --      --         (633)
    Purchases of common shares for                                                                                                 
        treasury  (Note 11)...............    --           --           --         (496)        --         --      --         (496)
    Issuances of common shares from                                                                                                
        treasury at average cost upon                                                                                              
        exercise of stock options.........    --            (5)         --          113         --         --      --          108 
    Other.................................    --             7          --           41         --         --      --           48 
                                          -------     --------    ---------   ---------  ----------   --------  ------   --------- 
Balance at December 31,  1996.............  3,398      161,170     (111,824)    (46,273)       (305)       599     --        6,765 
    Comprehensive loss:                                                                                                            
        Net loss..........................    --           --        (3,616)        --          --         --      --       (3,616)
        Unrealized losses on  "available-for-                                                                                      
           sale" investments (Note 5).....    --           --           --          --          --      (1,336)    --       (1,336)
        Net change in currency translation                                                                                         
         adjustment.......................    --           --           --          --          --         --     (242)       (242)
                                                                                                                         --------- 
        Comprehensive loss................    --           --           --          --          --         --      --       (5,194)
                                                                                                                         --------- 
     Grant of below  market  stock                                                                                                 
       options  including  equity in                                                                                               
       grant of unit options of                                                                                                    
       propane subsidiary                                                                                                          
       (Note 11)..........................    --         3,501          --          --       (3,383)       --      --          118 
      Amortization of below market stock                                                                                           
         options including equity in                                                                                               
         amortization associated with unit                                                                                         
         options of propane subsidiary                                                                                             
         (Note 11)........................    --           --           --          --        1,592        --      --        1,592 
      Forfeiture of below market stock                                                                                             
        options (Note 11).................    --          (506)         --          --          113        --      --         (393)
      Issuance of Class A Common Stock                                                                                             
          in connection with the Stewart's                                                                                         
        acquisition (Notes 3 and 11)......    157       36,602          --          --          --         --      --       36,759 
    Fair value of stock options issued in                                                                                          
      Stewart's acquisition (Note 3)......    --         2,788          --          --          --         --      --        2,788 
      Tax benefit from exercises of stock                                                                                          
        options (Note 11).................    --           613          --          --          --         --      --          613 
    Purchases of common shares for                                                                                                 
        treasury (Note 11)................    --           --           --       (1,594)        --         --      --       (1,594)
    Issuances of common shares from                                                                                                
        treasury at average cost upon                                                                                              
        exercise of stock options                                                                                                  
        (Note 11).........................    --            82          --        2,351         --         --      --        2,433 
    Other.................................    --            41          --           60         --         --      --          101 
                                          -------   ----------   ----------   ---------   ---------   --------  ------   --------- 
Balance at December 28, 1997..............  3,555      204,291     (115,440)    (45,456)     (1,983)      (737)   (242)     43,988 
                                          -------   ----------   ----------   ---------   ---------   --------  ------   --------- 
     Comprehensive income:                                                                                                         
       Net income.........................    --           --        14,636         --          --         --      --       14,636 
       Unrealized gains on "available-for-                                                                                         
          sale" investments (Note 5)......    --           --           --          --          --         401     --          401 
       Net change in currency translation                                                                                          
          adjustment......................    --           --           --          --          --         --      (22)        (22)
                                                                                                                         --------- 
       Comprehensive income...............    --           --           --          --          --         --      --       15,015 
                                                                                                                         --------- 
      Forfeiture of below market stock                                                                                             
        options (Note 11).................    --           (27)         --          --           13        --      --          (14)
      Amortization of below market stock                                                                                           
        options including equity in                                                                                                
        amortization associated with unit                                                                                          
        options of propane subsidiary                                                                                              
        (Note 11).........................    --           --           --           --       1,157        --      --        1,157 
    Tax benefit from exercises of stock                                                                                            
        options (Note 11).................    --         1,410          --          --          --         --      --        1,410 
    Purchases of common shares for                                                                                                 
        treasury including 1,000 common                                                                                            
        shares in connection with the                                                                                              
        issuance of the Debentures                                                                                                 
        (Notes 8 and 11)..................    --           --           --      (54,680)        --         --      --      (54,680)
    Issuances of common shares from                                                                                                
        treasury at average cost upon                                                                                              
        exercise of stock  options                                                                                                 
         (Note 11)........................    --        (1,169)         --        5,108         --         --      --        3,939 
    Other.................................    --            34          --           65         --         --      --           99 
                                          -------   ----------  -----------   ---------  ----------   --------  ------   --------- 
Balance at January 3, 1999................$ 3,555   $  204,539  $  (100,804)  $ (94,963) $     (813)  $   (336) $ (264)  $  10,914 
                                          =======   ==========  ===========   =========  ==========   ========  ======   ========= 

                                           See  accompanying  notes to  consolidated financial statements.                         

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                                             TRIARC COMPANIES, INC. AND SUBSIDIARIES                              
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS                               
                                                         (IN THOUSANDS)                                           

                                                                                        YEAR ENDED                
                                                                      DECEMBER 31,     DECEMBER 28,   JANUARY 3,  
                                                                         1996              1997          1999     
                                                                         ----              ----          ----     

                                                                                                                  
Cash flows from operating activities:                                                                             
   Net income (loss)...............................................   $  (13,901)     $    (3,616)   $     14,636 
   Adjustments to reconcile net income (loss) to net cash                                                         
     provided by operating activities:                                                                            
      Amortization of costs in excess of net assets of acquired                                                   
        companies, trademarks and certain other items..............       16,428           21,661          24,585 
      Depreciation and amortization of properties..................       29,587           17,658          10,636 
      Amortization of original issue discount and deferred                                                        
        financing costs ...........................................        5,733            5,014          10,562 
      Reduction in carrying value of long-lived assets.............       64,300              --              --  
      Provision for doubtful accounts..............................        5,680            5,003           2,387 
      Cost of trading securities purchased ........................          --               --          (55,394)
      Proceeds from sales of trading securities....................          --               --           30,412 
      Net recognized (gains) losses from transactions in                                                          
        investments and short positions............................         (700)          (4,871)            193 
      Gain on sale of businesses, net..............................      (77,000)          (4,955)         (7,215)
      Net provision (payments) for acquisition related costs.......           --           24,483          (6,025)
      Write-off of unamortized deferred financing costs and,                                                      
        in 1996, original issue discount...........................       12,245            6,178             --  
      Discount from principal on early extinguishment of debt......       (9,237)             --              --  
      Income from discontinued operations..........................       (5,213)         (20,718)         (2,600)
      Other, net...................................................        2,727            3,773          (1,690)
      Changes in operating assets and liabilities:                                                                
            Decrease (increase) in receivables.....................       (6,290)          17,423           7,581 
            Decrease (increase) in inventories.....................      (17,562)           5,814          10,607 
            Decrease in prepaid expenses and other current assets..          786            6,618           1,051 
            Increase (decrease) in accounts payable and accrued                                                   
              expenses ............................................       22,696          (25,702)        (24,657)
                                                                      ----------      -----------    ------------ 
                  Net cash provided by operating activities........       30,279           53,763          15,069 
                                                                      ----------      -----------    ------------ 
Cash flows from investing activities:                                                                             
   Cost of available-for-sale securities and limited partnerships .      (64,409)         (60,373)       (107,093)
   Proceeds from available-for-sale securities and limited                                                        
      partnerships.................................................       21,598           62,919          78,248 
   Proceeds from securities sold short, net of payments to cover                                                  
      short positions..............................................          --               --           21,340 
   Proceeds from sale of investment in Select Beverages, Inc.......          --               --           28,342 
   Cash of Chesapeake Insurance Company Limited sold...............          --               --           (8,864)
   Net proceeds from sale of the textile business in 1996 and the                                                 
      dyes and specialty chemicals business in 1997................      236,824           64,410             --  
   Acquisition of Snapple Beverage Corp. ..........................          --          (311,915)            --  
   Capital expenditures including ownership interests in aircraft..      (29,340)         (13,906)        (15,931)
   Other...........................................................       (2,275)          (1,753)         (3,540)
                                                                      ----------      -----------    ------------ 
                  Net cash provided by (used in) investing                                                        
                     activities....................................      162,398         (260,618)         (7,498)
                                                                      ----------      -----------    ------------ 
Cash flows from financing activities:                                                                             
   Proceeds from long-term debt ...................................      129,026          316,012         100,163 
   Repayments of long-term debt ...................................     (382,051)         (80,243)        (24,158)
   Proceeds from stock option issuances............................          108            2,433           3,939 
   Repurchases of common stock for treasury........................         (496)          (1,594)        (54,680)
   Deferred financing costs........................................       (7,299)         (11,479)         (4,000)
   Distributions paid on propane partnership common units..........       (3,309)         (14,073)            --  
   Net proceeds from sale of partnership units in the propane                                                     
     subsidiary ...................................................      124,749              --              --  
   Other...........................................................          (50)            (651)             35 
                                                                      ----------      -----------    ------------ 
                   Net cash provided by (used in) financing                                                       
                     activities....................................     (139,322)         210,405          21,299 
                                                                      ----------      -----------    ------------ 
Net cash provided by continuing operations.........................       53,355            3,550          28,870 
Net cash provided by (used in) discontinued operations.............       36,788          (23,644)          2,898 
Decrease in cash due to deconsolidation of propane business........          --            (4,616)            --  
                                                                      ----------      -----------    -----------  
Net increase (decrease) in cash and cash equivalents...............       90,143          (24,710)         31,768 
Cash and cash equivalents at beginning of year.....................       64,047          154,190         129,480 
                                                                      ----------      -----------    ------------ 
Cash and cash equivalents at end of year ..........................   $  154,190      $   129,480    $    161,248 
                                                                      ==========      ===========    ============ 

Supplemental  disclosures  of cash flow  information:                                                             
  Cash paid during the year for:                                                                                  
       Interest....................................................   $   66,537      $    63,823    $     60,112 
                                                                      ==========      ===========    ============ 
       Income taxes, net...........................................   $    1,529      $     5,688    $     13,695 
                                                                      ==========      ===========    ============ 


      Due to their noncash nature, the following  transactions are not reflected
in the 1997 consolidated statement of cash flows:                               

      On  November  25, 1997 Triarc  issued  1,566,858  shares of Class A Common
Stock  in  exchange  for all of the  outstanding  stock of  Cable  Car  Beverage
Corporation  ("Cable Car") and issued  154,931 stock options in exchange for all
of the  outstanding  stock options of Cable Car. See Note 3 to the  consolidated
financial statements for further discussion of this acquisition.                

      Effective  December 28, 1997 the Company adopted certain amendments to the
partnership  agreements  of  National  Propane  Partners,   L.P.  (the  "Propane
Partnership")  and its  subpartnership  such  that the  Company  no  longer  has
substantive control over the Propane Partnership (see Note 7 to the consolidated
financial statements) and,  accordingly,  deconsolidated the Propane Partnership
as of such date (the  "Deconsolidation").  The effect of the  Deconsolidation is
not  reflected in the  statement  of cash flows for the year ended  December 28,
1997.                                                                           

See  accompanying  notes  to  consolidated  financial statements.       

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 TRIARC COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY 3, 1999

(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                

PRINCIPLES OF CONSOLIDATION                                                     

      The  consolidated  financial  statements  include  the  accounts of Triarc
Companies,  Inc.  (referred  to herein as "Triarc"  and,  collectively  with its
subsidiaries,  as the "Company") and its principal  subsidiaries.  The principal
subsidiaries of the Company,  all wholly-owned as of January 3, 1999, are Triarc
Beverage  Holdings  Corp.  ("Triarc  Beverage  Holdings"  formed in  1997),  CFC
Holdings  Corp.  ("CFC  Holdings"),   National  Propane  Corporation  ("National
Propane") and Cable Car Beverage  Corporation  ("Cable Car" - acquired  November
25,  1997).  The  Company's  wholly-owned  subsidiaries  at January 3, 1999 also
included TXL Corp. ("TXL") and Southeastern  Public Service Company  ("SEPSCO").
Triarc Beverage Holdings has as its wholly-owned  subsidiaries  Snapple Beverage
Corp.  ("Snapple" - acquired May 22, 1997) and Mistic Brands,  Inc.  ("Mistic").
CFC  Holdings  has  as  its  wholly-owned   subsidiaries  RC/Arby's  Corporation
("RC/Arby's") and Chesapeake Insurance Company Limited ("Chesapeake  Insurance")
prior to its sale on  December  30,  1998  (see  Note 3).  RC/Arby's  has as its
principal  wholly-owned  subsidiaries Royal Crown Company,  Inc. ("Royal Crown")
and Arby's,  Inc.  ("Arby's").  Additionally,  RC/Arby's has three  wholly-owned
subsidiaries which, prior to the May 1997 sale of all company-owned restaurants,
owned  and/or  operated  Arby's  restaurants,  consisting  of Arby's  Restaurant
Development Corporation, Arby's Restaurant Holding Company and Arby's Restaurant
Operations  Company.  National  Propane and its subsidiary  National Propane SGP
Inc.  ("SGP") own a combined 42.7% interest in National Propane  Partners,  L.P.
(the "Propane Partnership"), a limited partnership organized in 1996 to acquire,
own and operate the propane business of National Propane,  and a subpartnership.
National  Propane and SGP are the general  partners of the Propane  Partnership.
The entity  representative  of both the operations of (i) National Propane prior
to a July 2, 1996 conveyance of certain of its assets and liabilities  (see Note
3) to a subsidiary  partnership of the Propane  Partnership and (ii) the Propane
Partnership  subsequent thereto,  is referred to herein as "National".  National
was consolidated  through  December 28, 1997 and subsequent  thereto the Propane
Partnership  is accounted for in accordance  with the equity method (see Notes 3
and 7). TXL owned C.H. Patrick & Co., Inc. ("C.H. Patrick") prior to its sale on
December 23, 1997 and operated  the Textile  Business  (see Note 3) prior to the
sale of such business in April 1996. All significant  intercompany  balances and
transactions have been eliminated in consolidation.  See Note 3 for a discussion
of the acquisitions and dispositions referred to above.                         

CHANGE IN FISCAL YEAR                                                           

      Effective  January 1, 1997 the  Company  changed  its  fiscal  year from a
calendar  year to a year  consisting  of 52 or 53  weeks  ending  on the  Sunday
closest to December 31. In accordance therewith,  the Company's 1997 fiscal year
commenced  January 1, 1997 and ended on  December  28,  1997 and its 1998 fiscal
year commenced  December 29, 1997 and ended on January 3, 1999. Such periods are
referred to herein as (i) "the year ended  December 28, 1997" or "1997" and (ii)
"the year ended January 3, 1999" or "1998", respectively.  December 28, 1997 and
January 3, 1999 are referred to herein as "Year-End  1997" and "Year-End  1998",
respectively.                                                                   

CASH EQUIVALENTS                                                                

      All highly liquid investments with a maturity of three months or less when
acquired are considered  cash  equivalents.  The Company  typically  invests its
excess cash in commercial paper of high  credit-quality  entities and repurchase
agreements with high credit-quality  financial institutions.  Securities pledged
as collateral for repurchase agreements are segregated and held by the financial
institution until maturity of each repurchase agreement.  While the market value
of the  collateral  is sufficient  in the event of default,  realization  and/or
retention of the collateral may be subject to legal  proceedings in the event of
default or bankruptcy by the other party to the agreement.                      

INVESTMENTS                                                                     

Short-Term Investments                                                          

      Short-term   investments   include  marketable   securities  with  readily
determinable  fair values and  investments  in equity  securities  which are not
readily  marketable.  The Company's  marketable  securities  are  classified and
accounted  for either as  "available-for-sale"  or "trading" and are reported at
fair market value with the resulting net unrealized  gains or losses reported as
a separate  component of stockholders'  equity (net of income taxes) or included
as a component of net income,  respectively.  Investments  in short-term  equity
securities  which are not readily  marketable  are  accounted  for at cost.  The
Company reviews such  investments  carried at cost, and in which the Company has
unrealized  losses,  for any such  unrealized  losses  deemed  to be other  than
temporary.  The Company  recognizes  an investment  loss  currently for any such
other than  temporary  losses.  The cost of securities  sold for all  marketable
securities is determined using the specific identification method.              

Non-Current Investments                                                         

      The Company's non-current  investments include investments in which it has
significant  influence over the investee  ("Equity  Investments")  and which are
accounted for in accordance with the equity method of accounting under which the
consolidated  results  include  the  Company's  share of  income or loss of such
investees.  Investments  in  investees  in which the Company  does not have such
influence are accounted for at cost.  The excess,  if any, of the carrying value
of the Company's investments in Equity Investments over the underlying equity in
net assets of each investee is being amortized to equity in earnings (losses) of
investees  included  in  "Other  income  (expense),  net"  (see  Note  16)  on a
straight-line basis over 15 (for an investment  purchased in 1998) or 35 (for an
investment purchased in 1997 and sold in 1998) years. The Company's  non-current
investments  in which it does not have  significant  influence over the investee
are carried at cost. The Company reviews such  investments  carried at cost, and
in which the Company  has  unrealized  losses,  for any such  unrealized  losses
deemed to be other than  temporary.  The Company  recognizes an investment  loss
currently  for any such  other  than  temporary  losses.  See Notes 7 and 27 for
further discussion of the Company's non-current investments.                    

Securities Sold But Not Yet Purchased                                           

      Securities  sold but not yet  purchased  are reported at fair market value
with the resulting net unrealized gains or losses included as a component of net
income.                                                                         

INVENTORIES                                                                     

      The Company's inventories are stated at the lower of cost or market. After
the April 1996 sale of the Textile  Business and the December  1997 sale of C.H.
Patrick (see Note 3), for which the cost of certain  inventories  was determined
on the last-in, first-out basis, and the Deconsolidation (effective December 28,
1997 - see Note 3) of the Propane Partnership (see Note 7) for which the cost of
inventories  is  determined  on the average  cost basis which  approximated  the
first-in, first-out ("FIFO") basis, the cost of the inventories of the remaining
businesses of the Company is determined on the FIFO basis.                      

PROPERTIES AND DEPRECIATION AND AMORTIZATION                                    

      Properties  are  stated  at  cost  less   accumulated   depreciation   and
amortization.   Depreciation   and   amortization   of  properties  is  computed
principally on the  straight-line  basis using the estimated useful lives of the
related major classes of  properties:  3 to 15 years for machinery and equipment
and 15 to 40 years  for  buildings.  Leased  assets  capitalized  and  leasehold
improvements  are amortized over the shorter of their estimated  useful lives or
the terms of the respective leases.                                             

AMORTIZATION OF INTANGIBLES                                                     

      Costs in excess of net assets of acquired companies ("Goodwill") are being
amortized on the straight-line  basis over 15 to 40 years.  Trademarks are being
amortized on the  straight-line  basis over 15 to 35 years.  Deferred  financing
costs and original issue debt discount are being  amortized as interest  expense
over the lives of the respective debt using the interest rate method.           

IMPAIRMENTS                                                                     

Intangible Assets                                                               

      The amount of  impairment,  if any,  in  unamortized  Goodwill is measured
based on projected future operating performance.  To the extent future operating
performance  of those  subsidiaries  to which the Goodwill  relates  through the
period such  Goodwill is being  amortized  are  sufficient to absorb the related
amortization, the Company has deemed there to be no impairment of Goodwill.     

Long-Lived Assets                                                               

      The  Company  reviews  its  long-lived  assets  and  certain  identifiable
intangibles for impairment whenever events or changes in circumstances  indicate
that the  carrying  amount of an asset may not be  recoverable.  If such  review
indicates an asset may not be recoverable, the impairment loss is recognized for
the excess of the carrying  value over the fair value of an asset to be held and
used or over the net realizable value of an asset to be disposed.               

DERIVATIVE FINANCIAL INSTRUMENTS                                                

      The Company  enters into interest rate cap  agreements in order to protect
against  significant  interest  rate  increases on certain of its  floating-rate
debt.  The  costs  of such  agreements  are  amortized  over  the  lives  of the
respective agreements.  The only cap agreement outstanding as of January 3, 1999
is approximately 3% higher than the interest rate on the related debt as of such
date.                                                                           

      The Company had an interest rate swap  agreement (see Note 8) entered into
in order to  synthetically  alter the interest  rate of certain of the Company's
fixed-rate  debt until the  agreement's  maturity in 1996.  Losses or gains were
recognized as incurred or earned as a component of interest expense, effectively
correlated  with the fair value of the underlying  debt. In addition,  a payment
received  at the  inception  of the  agreement,  which was deemed to be a fee to
induce the Company to enter into the agreement, was amortized over the full life
of the agreement  since the Company was not at risk for any gain or loss on such
payment.                                                                        

STOCK-BASED COMPENSATION                                                        

      The  Company  measures  compensation  costs for its  employee  stock-based
compensation  under the intrinsic value method.  Accordingly,  compensation cost
for the Company's stock options and restricted  stock is measured as the excess,
if any, of the market price of the Company's stock at the date of grant over the
amount, if any, an employee must pay to acquire the stock. Compensation cost for
stock  appreciation  rights is recognized  currently  based on the change in the
market price of the Company's common stock during each period.                  

FOREIGN CURRENCY TRANSLATION                                                    

     Financial   statements  of  foreign  subsidiaries  are  prepared  in  their
respective  local  currencies and  translated  into United States dollars at the
current  exchange rates for assets and  liabilities  and an average rate for the
year for revenues,  costs and expenses.  Net gains or losses  resulting from the
translation of foreign financial  statements are charged or credited directly to
the "Currency translation adjustment" component of "Stockholders' equity."      

ADVERTISING COSTS                                                               

      The Company  accounts for advertising  production  costs by expensing such
production costs the first time the related advertising takes place. Advertising
costs amounted to  $39,386,000,  $41,740,000  and $48,389,000 for 1996, 1997 and
1998,  respectively.  In addition the Company supports its beverage bottlers and
distributors  with  promotional  allowances,  a portion of which is utilized for
indirect advertising by such bottlers and distributors.  Promotional  allowances
amounted to $74,597,000,  $106,687,000 and $100,861,000 for 1996, 1997 and 1998,
respectively.                                                                   

INCOME TAXES                                                                    

      The Company files a consolidated Federal income tax return with all of its
subsidiaries  except  Chesapeake  Insurance  (through  its sale on December  30,
1998), a foreign corporation. The income of the Propane Partnership,  other than
that of a corporate  subsidiary,  is taxable to its partners and not the Propane
Partnership and, accordingly, income taxes for 1996 and 1997 are provided on the
income of the Propane  Partnership  only to the extent of its  ownership  by the
Company.  Subsequently,  income taxes are provided  (credited)  on the Company's
equity in the  earnings or losses of the Propane  Partnership.  Deferred  income
taxes are provided to recognize the tax effect of temporary  differences between
the bases of assets and liabilities for tax and financial statement purposes.   

REVENUE RECOGNITION                                                             

      The  Company  records  sales  principally  when  inventory  is  shipped or
delivered.  Franchise fees are recognized as income when a franchised restaurant
is opened. Franchise fees for multiple area development agreements represent the
aggregate  of the  franchise  fees for the  number  of  restaurants  in the area
development  and are recognized as income when each  restaurant is opened in the
same manner as franchise fees for individual restaurants. Royalties are based on
a percentage of  restaurant  sales of the  franchised  outlet and are accrued as
earned.                                                                         

RECLASSIFICATIONS                                                               

      Certain  amounts  included  in the  prior  years'  consolidated  financial
statements   have  been   reclassified   to  conform  with  the  current  year's
presentation.                                                                   

(2)   SIGNIFICANT RISKS AND UNCERTAINTIES                                       

NATURE OF OPERATIONS                                                            

      The Company is  predominantly  a holding  company which is engaged in four
lines of business:  premium beverages, soft drink concentrates,  restaurants and
propane (see Note 27). The premium beverage segment represents approximately 75%
of the Company's  consolidated  revenues for the year ended January 3, 1999, the
soft drink concentrate  segment  represents  approximately 15% of such revenues,
and the restaurant segment represents  approximately 10% of such revenues. There
are no reported revenues in the propane segment since the Propane Partnership is
accounted for in accordance with the equity method  effective  December 28, 1997
(see Note 7). Prior to the sales of C.H.  Patrick and the Textile  Business (see
next paragraph), the Company had operations in the textile business.            

     The premium  beverage  segment  markets  and  distributes,  principally  to
distributors and, to a lesser extent,  directly to retailers,  premium beverages
and/or  ready-to-drink  iced teas under the  principal  brand names  Snapple(R),
Whipper Snapple(R),  Snapple Farms(R), Mistic(R), Mistic Rain Forest Nectars(R),
Mistic Fruit  Blast(TM) and  Stewart's(R).  The soft drink  concentrate  segment
produces and sells, to bottlers,  a broad  selection of  concentrates  and, to a
much  lesser  extent in 1996 and 1997 (none in 1998),  carbonated  beverages  to
distributors.  These  products  are sold  principally  under the brand  names RC
Cola(R),  Diet RC Cola(R),  Cherry RC Cola(R),  Diet Rite Cola(R),  Diet Rite(R)
flavors,  Nehi(R),  Upper 10(R) and Kick(R).  The restaurant  segment franchises
Arby's quick service restaurants  representing the largest franchise  restaurant
system specializing in slow-roasted roast beef sandwiches. Prior to the May 1997
sale  of  all  company-owned  restaurants,  the  Company  also  operated  Arby's
restaurants (see Note 3). The propane segment is engaged primarily in the retail
marketing  of  propane  to  residential  customers,  commercial  and  industrial
customers,  agricultural  customers  and  resellers.  The propane  segment  also
markets  propane-related  supplies and equipment  including  home and commercial
appliances. Prior to the December 1997 sale of C.H. Patrick, the textile segment
produced and marketed  dyes and  specialty  chemicals  primarily for the textile
industry and,  prior to the 1996 sale of the Textile  Business (see Note 3), the
textile  segment also  manufactured,  dyed and finished  cotton,  synthetic  and
blended (cotton and polyester) apparel fabrics  principally for (i) utility wear
and (ii) sportswear,  casual wear and outerwear. The aforementioned sale of C.H.
Patrick was  accounted  for as a  discontinued  operation  (see Note 17) and, as
such, the revenues,  costs and expenses of C.H.  Patrick are reported as "Income
from  discontinued  operations" in the accompanying  consolidated  statements of
operations.  The Company  operates its  businesses  principally  throughout  the
United States.                                                                  

USE OF ESTIMATES                                                                

      The  preparation of consolidated  financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.             

SIGNIFICANT ESTIMATES                                                           

      The  Company's   significant  estimates  are  for  (i)  costs  related  to
provisions for  examinations  of its income tax returns by the Internal  Revenue
Service  ("IRS")  (see Note 10) and (ii)  provisions  for  unrealized  losses on
investments in limited  partnerships  deemed to be "other than  temporary"  (see
Note 14).                                                                       

CERTAIN RISK CONCENTRATIONS                                                     

      The Company believes that its vulnerability to risk concentrations related
to significant customers and vendors, products sold and sources of raw materials
is somewhat  mitigated due to the  diversification  of its businesses.  Although
premium  beverages  accounted  for 75% of  consolidated  revenues  in 1998,  the
Company believes that the risks from concentrations  within the premium beverage
segment are mitigated for several  reasons.  No customer of the premium beverage
segment  accounted for more than 3% of consolidated  revenues in 1998. While the
premium  beverage  segment has chosen to purchase certain raw materials (such as
aspartame) on an exclusive  basis from single  suppliers,  the Company  believes
that,  if  necessary,  adequate raw  materials  can be obtained  from  alternate
sources.  The beverage  segments' product offerings are varied,  including fruit
flavored beverages,  iced teas, lemonades,  carbonated sodas, 100% fruit juices,
nectars and flavored seltzers. Risk of geographical concentration for all of the
Company's  businesses is also minimized since each of such businesses  generally
operates throughout the United States with minimal foreign exposure.            

(3)   BUSINESS ACQUISITIONS AND DISPOSITIONS                                    

1998 TRANSACTION                                                                

Sale of Chesapeake Insurance                                                    

      Effective  December 30, 1998 the Company sold (the "Chesapeake  Sale") all
of the stock of Chesapeake Insurance to International Advisory Services Ltd. for
$250,000 in cash and a $1,500,000  note (the "IAS Note") bearing  interest at an
annual  rate of 6% and due in 2003.  Chesapeake  Insurance  (i) prior to October
1993 provided certain property  insurance coverage for the Company and reinsured
a portion of casualty and group life  insurance  coverage  which the Company and
certain former affiliates maintained with an unaffiliated  insurance company and
(ii)  prior to April  1993  reinsured  insurance  risks  of  unaffiliated  third
parties.  The  collectibility  of the  IAS  Note  is  subject  to the  favorable
settlement of existing  claims and there would be no  realization if such claims
are settled for  $8,245,000 or more.  Should the claims be settled for less than
$8,245,000,  the note  would be  realized  at $.75 per  $1.00 of such  favorable
settlement  reaching full collection of $1,500,000 if the claims are settled for
no more  than  the  current  estimate  of  $6,245,000.  Due to this  uncertainty
surrounding  the  collection  of the IAS Note, it has been fully  reserved.  The
$1,086,000  excess of the book value of Chesapeake  Insurance of $1,332,000  and
related  expenses of $4,000 over the cash proceeds of $250,000 was recognized in
1998 as the  pretax  loss on the  Chesapeake  Sale.  Such loss was  included  in
"General and administrative"  expenses since the loss effectively  represents an
adjustment of prior period  insurance  reserves.  As a result of the  Chesapeake
Sale,  Triarc  and SEPSCO  notes  payable to  Chesapeake  Insurance  aggregating
$1,500,000 are included in the Company's long-term debt at January 3, 1999.     

1997 TRANSACTIONS                                                               

Acquisition of Snapple                                                          

     On May 22, 1997 the Company acquired (the "Snapple Acquisition") Snapple, a
marketer  and  distributor  of premium  beverages,  from The Quaker Oats Company
("Quaker")  for  $311,915,000  consisting  of  cash of  $300,126,000  (including
$126,000 of  post-closing  adjustments),  $9,260,000  of fees and  expenses  and
$2,529,000  of  deferred  purchase  price.  The  purchase  price for the Snapple
Acquisition was funded from (i) $75,000,000 of cash and cash equivalents on hand
which  was  contributed  by  Triarc  to  Triarc   Beverage   Holdings  and  (ii)
$250,000,000  of  borrowings  by  Snapple on May 22,  1997 under a  $380,000,000
credit  agreement,  as amended (the "Existing  Beverage Credit  Agreement" - see
Note 8),  entered into by Snapple,  Mistic,  Triarc  Beverage  Holdings  and, as
amended as of August 15, 1998, Cable Car (collectively, the "Borrowers").       

     The Snapple  Acquisition  was accounted for in accordance with the purchase
method of  accounting.  The  allocation of the purchase  price of Snapple to the
assets acquired and liabilities  assumed,  along with allocations related to the
other 1997 acquisitions, is presented below under "Purchase Price Allocations of
Acquisitions".                                                                  

     The results of operations of Snapple have been included in the accompanying
consolidated  statements of operations from the May 22, 1997 date of the Snapple
Acquisition.  See Note 19 for the  unaudited  supplemental  pro forma  condensed
consolidated  summary  operating  data of the Company (the "Pro Forma Data") (i)
for the year ended  December 28, 1997 giving effect to, among other things,  the
Snapple  Acquisition  and related  transactions,  the RTM Sale (see below),  the
Stewart's  Acquisition (see below) and the C&C Sale (see below) and (ii) for the
year ended December 31, 1996 giving effect to the Graniteville  Sale (see below)
and the Propane Sale (see below) as well as the above transactions  reflected in
the 1997 Pro Forma Data.                                                        

Stewart's Acquisition                                                           

     On November 25, 1997 the Company  acquired  (the  "Stewart's  Acquisition")
Cable Car, a marketer and distributor of premium  beverages in the United States
and Canada,  primarily under the Stewart's(R)  brand, for an aggregate estimated
purchase price of  $40,847,000.  Such purchase price  consisted of (i) 1,566,858
shares of Triarc's  class A common  stock (the "Class A Common  Stock"),  with a
value of  $37,409,000 as of November 25, 1997 (based on the closing price of the
Class A Common Stock on such date of $23.875 per share),  issued in exchange for
all of the outstanding  stock of Cable Car, (ii) 154,931 stock options (see Note
11), with a value of $2,788,000 as of November 25, 1997,  issued in exchange for
all of the  outstanding  stock  options  of  Cable  Car and  (iii)  $650,000  of
estimated  related  expenses  (subsequently  reduced to the actual  expenses  of
$399,000 in 1998).  Such exchanges  represented  0.1722 shares of Class A Common
Stock or Triarc  stock  options  for each  outstanding  Cable Car share or stock
option as of November 25, 1997. In addition,  the Company  incurred  $650,000 of
expenses  related to the  registration of the 1,566,858 shares of Class A Common
Stock under the Securities Act of 1933 which was charged to "Additional  paid-in
capital."                                                                       

     The Stewart's Acquisition was accounted for in accordance with the purchase
method of  accounting.  The allocation of the purchase price of Cable Car to the
assets acquired and liabilities  assumed,  along with allocations related to the
other 1997 acquisitions, is presented below under "Purchase Price Allocations of
Acquisitions".  See Note 19 for the Pro Forma Data giving effect to, among other
things, the Stewart's Acquisition.                                              

Sale of Restaurants                                                             

     On May 5, 1997 certain  subsidiaries of the Company sold to an affiliate of
RTM, Inc. ("RTM"),  the largest  franchisee in the Arby's system, all of the 355
company-owned  restaurants  (the "RTM Sale").  The sales price consisted of cash
and a promissory  note  (discounted  value)  aggregating  $3,471,000  (including
$2,092,000  of  post-closing  adjustments)  and  the  assumption  by  RTM  of an
aggregate $54,682,000 in mortgage and equipment notes payable and $14,955,000 in
capitalized  lease  obligations.  Effective  May 5,  1997 RTM  operates  the 355
restaurants as a franchisee and pays royalties to the Company at a rate of 4% of
those  restaurants' net sales. In 1997 the Company recorded a $4,089,000 loss on
the sale included in "Gain on sale of  businesses,  net" (see Note 15) which (i)
includes a  $1,457,000  provision  for the fair value of Triarc's  guarantee  of
future lease commitments and debt repayments assumed by RTM (see below) and (ii)
is  exclusive  of  an   extraordinary   charge  in  connection  with  the  early
extinguishment  of debt (see Note 18).  The  results of  operations  of the sold
restaurants  have been included in the accompanying  consolidated  statements of
operations  until  the May 5,  1997  date of  sale.  Following  the RTM Sale the
Company continues as the franchisor of more than 3,000 Arby's  restaurants.  See
Note 19 for the Pro Forma Data giving  effect to,  among other  things,  the RTM
Sale.                                                                           

     Obligations   under  (i)   approximately   $117,000,000  of  operating  and
capitalized  lease  payments  (approximately  $98,000,000  as of January 3, 1999
assuming  RTM  has  made  all  scheduled  payments  to  date  under  such  lease
obligations)  (see Note 21) and (ii) an aggregate  $54,682,000 of mortgage notes
(the "Mortgage  Notes") and equipment notes (the  "Equipment  Notes") payable to
FFCA Mortgage  Corporation  which were assumed by RTM in connection with the RTM
Sale (approximately  $51,000,000  outstanding as of January 3, 1999 assuming RTM
has made all scheduled  repayments  through such date),  have been guaranteed by
Triarc.                                                                         

     In 1996 the Company  recorded a charge  reported as  "Reduction in carrying
value of long-lived assets to be disposed"  including  $58,900,000 to (i) reduce
the  carrying  value  of the  long-lived  assets  to be sold by  $46,000,000  to
estimated fair value  consisting of adjustments to  "Properties" of $36,343,000,
"Unamortized costs in excess of net assets of acquired  companies" of $5,214,000
and  "Deferred  costs and other  assets"  of  $4,443,000  and (ii)  provide  for
associated net  liabilities of $12,900,000,  principally  reflecting the present
value of  certain  equipment  operating  lease  obligations  which  would not be
assumed by the purchaser and estimated  closing costs.  The estimated fair value
was  determined  based on the terms of the February  1997  agreement for the RTM
Sale  including  the then  anticipated  sales  price.  During  1996 and 1997 the
operations of the restaurants to be disposed had net sales of  $228,031,000  and
$74,195,000,  respectively,  and a pretax  income  (loss)  of  $(2,602,000)  and
$848,000,  respectively.  Such loss during 1996 and income during 1997 reflected
$9,913,000 and $3,319,000, respectively, of allocated general and administrative
expenses  and  $8,421,000  and  $2,756,000,  respectively,  of interest  expense
related to the mortgage and equipment  notes and capitalized  lease  obligations
directly related to the operations of the restaurants sold to RTM.              

C&C Sale                                                                        

     On July 18,  1997 the  Company  completed  the sale (the "C&C Sale") of its
rights to the C&C beverage line of mixers, colas and flavors,  including the C&C
trademark  and equipment  related to the operation of the C&C beverage  line, to
Kelco Sales & Marketing  Inc.  ("Kelco")  for $750,000 in cash and an $8,650,000
note (the "Kelco  Note") with a discounted  value of  $6,003,000  consisting  of
$3,623,000  relating to the C&C Sale and $2,380,000 relating to future revenues.
The  $2,380,000  of deferred  revenues  consists of (i)  $2,096,000  relating to
minimum  take-or-pay  commitments  for sales of concentrate  for C&C products to
Kelco  subsequent  to July 18,  1997 and (ii)  $284,000  relating  to  technical
services to be performed  for Kelco by the Company  subsequent to July 18, 1997,
both under the contract  with Kelco.  The excess of the  proceeds of  $4,373,000
over the  carrying  value of the C&C  trademark  of  $1,575,000  and the related
equipment of $2,000 resulted in a pretax gain of $2,796,000 which, commencing in
the third quarter of 1997, is being recognized pro rata between the gain on sale
and the  carrying  value of the  assets  sold  based on the  cash  proceeds  and
collections  under the Kelco Note since realization of the Kelco Note was not at
the date of sale, and is not yet, fully assured. Accordingly,  gains of $576,000
and $314,000 were recognized in "Gain on sale of businesses,  net" (see Note 15)
in the  accompanying  consolidated  statements of operations for the years ended
December  28,  1997 and January 3, 1999,  respectively.  See Note 19 for the Pro
Forma Data giving effect to, among other things, the C&C Sale.                  

Sale of C.H. Patrick                                                            

     On December 23, 1997 the Company sold (the "C.H.  Patrick  Sale") the stock
of C.H.  Patrick to The B.F.  Goodrich  Company for  $68,114,000 in cash, net of
$3,886,000  of  estimated  post-closing  adjustments.  As a  result  of the C.H.
Patrick  Sale,  the  results of C.H.  Patrick,  which  represent  the  remaining
operations of the Company's former textile segment,  have been classified in the
accompanying financial statements as discontinued operations through the date of
sale (see further  discussion in Note 17).  Accordingly,  pro forma  information
reflecting  the C.H.  Patrick Sale is not  applicable.  Included in "Income from
discontinued  operations"  for the year ended December 28, 1997 is a $19,509,000
gain on the C.H.  Patrick  Sale,  net of $3,703,000 of related fees and expenses
and  $13,768,000  of provision  for income  taxes.  Such gain is exclusive of an
extraordinary  charge in connection with the early  extinguishment  of debt (see
Note 18) and reflects the write-off of  $2,718,000 of Goodwill  which has no tax
benefit.  The Company used a portion of the proceeds of the C.H. Patrick Sale to
repay all of the outstanding long-term debt of C.H. Patrick and accrued interest
thereon, aggregating $32,025,000.                                               

1996 AND 1998 TRANSACTIONS                                                      

Acquisition of T.J. Cinnamons                                                   

     In August 1996 the Company acquired (the "1996 T.J. Cinnamons Acquisition")
from Paramark Enterprises,  Inc. ("Paramark",  formerly known as T.J. Cinnamons,
Inc.) the trademarks,  service marks,  recipes and proprietary  formulae of T.J.
Cinnamons, an operator and franchisor of retail bakeries specializing in gourmet
cinnamon  rolls and related  products for cash of  $1,972,000,  interest-bearing
notes payable of $1,750,000 paid through  September 1998,  non-interest  bearing
obligations  of $600,000  (discounted  value of $546,000) paid through July 1998
resulting  from  non-compete  agreements  and  stock  sale  restrictions  and  a
contingent payment dependent upon achieving certain specified sales targets over
a seven-year  period.  Further on August 27, 1998 the Company acquired (together
with the 1996 T.J. Cinnamons Acquisition, the "T.J. Cinnamons Acquisition") from
Paramark all of Paramark's  franchise agreements for T.J. Cinnamons full concept
bakeries  and  Paramark's  wholesale  distribution  rights  for  T.J.  Cinnamons
products,  as well as settling remaining  contingent  payments for the 1996 T.J.
Cinnamons  Acquisition.  The  aggregate  consideration  in  1998  of  $3,910,000
consisted of cash of $3,000,000 and a $1,000,000  (discounted value of $910,000)
non-interest bearing obligation due in equal monthly installments through August
2000.                                                                           

     The T.J.  Cinnamons  Acquisition  was accounted for in accordance  with the
purchase method of accounting.  The allocation of the purchase price of the T.J.
Cinnamons Acquisition to the assets acquired and liabilities assumed (along with
allocations  related to the other acquisitions in 1996) is presented below under
"Purchase Price Allocations of Acquisitions".                                   

1996 TRANSACTIONS                                                               

Sale of Textile Business                                                        

     On April 29, 1996 the Company completed the sale (the "Graniteville  Sale")
of its textile  business  segment  other than the  specialty  dyes and chemicals
business of C.H.  Patrick  (see Sale of C.H.  Patrick  above) and certain  other
excluded assets and liabilities (the "Textile Business") to Avondale Mills, Inc.
("Avondale")  for  $236,824,000  in cash,  net of  expenses  of  $8,437,000  and
post-closing  adjustments  of  $12,250,000.  Avondale  assumed  all  liabilities
relating to the Textile  Business other than income tax  liabilities,  long-term
debt of $191,438,000 which was repaid at the closing and certain other specified
liabilities. As a result of the Graniteville Sale, the Company recorded a pretax
loss in 1996 of $4,500,000  included in "Gain on sale of  businesses,  net" (see
Note 15) (including an $8,367,000 write-off of unamortized Goodwill which has no
tax benefit) and an income tax provision of $1,500,000 resulting in an after-tax
loss of $6,000,000  exclusive of an extraordinary  charge in connection with the
early  extinguishment  of debt (see Note 18). The results of  operations  of the
Textile Business have been included in the accompanying  consolidated statements
of operations through April 29, 1996. See Note 19 for the Pro Forma Data for the
year ended  December 31, 1996 giving effect to, among other things,  the sale of
the Textile Business.                                                           

Sale of Propane Business                                                        

     In July 1996 the Propane Partnership consummated an initial public offering
(the "IPO") and in November 1996 a subsequent  private  placement  (the "Private
Placement"  and together  with the IPO the "Propane  Offerings"  or the "Propane
Sale") of units in the Propane  Partnership.  The Propane Offerings comprised an
aggregate  6,701,550 common units  representing  limited partner  interests (the
"Common  Units"),  representing  an  approximate  57.3%  interest in the Propane
Partnership,  for an  offering  price of  $21.00  per  Common  Unit  aggregating
$124,749,000  net of $15,984,000 of  underwriting  discounts and commissions and
other expenses related to the Propane  Offerings.  The sales of the Common Units
resulted in a pretax gain to the  Company in 1996 of  $85,175,000  (see Note 15)
and a provision for income taxes of  $33,163,000.  See Note 19 for the Pro Forma
Data for the year ended  December 31, 1996 giving effect to, among other things,
the Propane Sale.                                                               

     Concurrently  with the IPO,  the  Propane  Partnership  issued to  National
Propane 4,533,638 subordinated units (the "Subordinated Units"), representing an
approximate  38.7%   subordinated   general  partner  interest  in  the  Propane
Partnership  (after  giving  effect  to the  Private  Placement).  In  addition,
National  Propane and a  subsidiary  (the  "General  Partners")  hold a combined
aggregate 4.0%  unsubordinated  general  partner  interest (the  "Unsubordinated
General  Partners'  Interest" and,  together with the  Subordinated  Units,  the
"Company's   Partnership   Interests")   in  the  Propane   Partnership   and  a
subpartnership,   National  Propane,  L.P.  (the  "Operating  Partnership"  and,
together  with the  Propane  Partnership,  the  "Partnerships").  In  connection
therewith,  National  Propane  transferred  substantially  all of  its  propane-
related assets and liabilities  (principally  all assets and  liabilities  other
than  a  receivable  from  Triarc,  deferred  financing  costs  and  income  tax
liabilities,   net,  amounting  to  $81,392,000,   $4,127,000  and  $21,615,000,
respectively),  aggregating  net  liabilities of  $88,222,000,  to the Operating
Partnership.  In accordance with amendments to the partnership agreements of the
Partnerships effective December 28, 1997 (see further discussion in Note 7), the
Company no longer has  substantive  control over the Propane  Partnership to the
point where it now exercises only  significant  influence and,  accordingly,  no
longer consolidates the Propane Partnership (the "Deconsolidation"). See Note 19
for the Pro Forma Data for the years ended  December  31, 1996 and  December 28,
1997 giving effect to, among other things, the Deconsolidation. In 1997 and 1998
the Company  recognized  $8,468,000 and  $2,199,000,  respectively,  of deferred
pretax gains on the sale of the Common Units, principally reflecting the Propane
Partnership distributions to the General Partners in such years in excess of the
General Partners' interest in the net income or loss of the Propane Partnership.
Such gains are included in "Gain on sale of businesses, net" (see Note 15).     

     To the extent the Propane  Partnership has net positive cash flows, it must
make  quarterly  distributions  of  its  cash  balances  in  excess  of  reserve
requirements, as defined, to holders of the Common Units, the Subordinated Units
and the  Unsubordinated  General Partners' Interest within 45 days after the end
of each fiscal quarter.  Commencing with the fourth quarter of 1996, the Propane
Partnership  paid quarterly  distributions of $0.525 per Common and Subordinated
Unit  with a  proportionate  amount  for the  Unsubordinated  General  Partners'
Interest,  or  an  aggregate  $5,924,000  and  $24,572,000  in  1996  and  1997,
respectively,  including  $2,616,000 and  $10,499,000  to the General  Partners,
respectively.  See Note 7 for  discussion of 1998  distributions  by the Propane
Partnership on the Company's  Partnership  Interests and related restrictions on
such distributions and also on distributions on the Common Units.               

MINORITY INTERESTS                                                              

     The  1996 and 1997  minority  interests  in net  income  of a  consolidated
subsidiary of $1,829,000 and  $2,205,000,  respectively,  represents the limited
partners' weighted average interest in the net income of the Propane Partnership
since it commenced  operations in July 1996. There are no minority  interests in
1998 or minority  interest  liability as of December 28, 1997 or January 3, 1999
due to the Deconsolidation.                                                     

PURCHASE PRICE ALLOCATIONS OF ACQUISITIONS                                      

     In addition to the Snapple Acquisition,  the Stewart's  Acquisition and the
T.J.  Cinnamons  Acquisition  discussed above, the Company  consummated  several
propane  business  acquisitions  during 1996 and 1997 for cash of $2,046,000 and
$8,480,000,  respectively.  All such  acquisitions  have been  accounted  for in
accordance with the purchase method of accounting.  In accordance therewith, the
following table sets forth the allocation of the aggregate purchase prices and a
reconciliation  to  business  acquisitions  in  the  accompanying   consolidated
statements of cash flows (in thousands):                                        

                                                                [Download Table]


                                                 1996         1997          1998  
                                                 ----         ----          ----  

                                                                                  
Current assets................................$      257   $   114,460   $      --
Properties....................................       838        25,366          --
Goodwill (amortized over 15 to 35 years)......       162       106,160         411
Trademarks....................................     3,951       221,300       3,389
Other assets..................................     1,106        28,612         110
Current liabilities ..........................      (358)      (69,608)         --
Long-term debt assumed including                                                  
    current portion...........................        --          (686)         --
Other liabilities.............................      (188)      (66,014)         --
                                              ----------   -----------   ---------
                                                   5,768       359,590       3,910
Less:                                                                             
    Long-term debt issued to sellers..........     1,750           757         910
    Triarc Class A Common Stock issued                                            
      to sellers and stock options issued                                         
      to employees, net of stock                                                  
      registration costs......................        --        40,197          --
                                              ----------   -----------   ---------
                                              $    4,018   $   318,636   $   3,000
                                              ==========   ===========   =========

(4)   INCOME (LOSS) PER SHARE                                                   

      Basic income (loss) per share for 1996, 1997 and 1998 has been computed by
dividing the net income or loss by the weighted  average number of common shares
outstanding of 29,898,000, 30,132,000 and 30,306,000, respectively. For 1996 and
1997,  the diluted  loss per share is the same as the basic loss per share since
all potentially  dilutive securities  (principally stock options) would have had
an  antidilutive  effect for both of such periods.  For 1998 diluted  income per
share has been  computed by dividing the net income by an  aggregate  31,527,000
shares consisting of the 30,306,000  weighted average common shares  outstanding
and  1,221,000  shares  from  the  dilutive  effect  of stock  options  computed
utilizing  the treasury  stock  method.  The shares for such diluted  income per
share exclude any effect of the assumed  conversion of the Debentures  (see Note
8) since the effect thereof would have been antidilutive.                       

(5)   SHORT-TERM INVESTMENTS AND SECURITIES SOLD BUT NOT YET PURCHASED          

Short-Term Investments                                                          

      The Company's short-term  investments are stated at fair value, except for
certain investments in limited  partnerships which are stated either at cost, as
reduced by unrealized  losses deemed to be other than  temporary,  or at equity.
Cost, as set forth in the table below,  represents  amortized cost for corporate
debt  securities and either cost or cost as reduced by unrealized  losses deemed
to  be  other  than  temporary   (see  Note  14)  for   investments  in  limited
partnerships.  The cost,  gross  unrealized  gains and  losses,  fair  value and
carrying  value,  as  appropriate,  of the Company's  short-term  investments at
December 28, 1997 and January 3, 1999 were as follows (in thousands):           

                                                        [Enlarge/Download Table]


                                             YEAR-END 1997                                    YEAR-END 1998                    
                           -----------------------------------------------   ------------------------------------------------- 
                                       GROSS     GROSS                                    GROSS    GROSS                       
                                    UNREALIZED UNREALIZED FAIR    CARRYING             UNREALIZED UNREALIZED   FAIR    CARRYING
                             COST      GAINS    LOSSES    VALUE     VALUE       COST      GAINS    LOSSES      VALUE     VALUE 
                             ----      -----    ------    -----     ----        ----      -----    ------      -----     ----- 

                                                                                                                               
Marketable securities                                                                                                          
  Available-for-sale:                                                                                                          
   Equity securities........$ 19,434  $  815   $(1,971) $ 18,278   $18,278   $29,036   $  4,389   $ (5,006)  $ 28,419  $ 28,419
   Corporate debt securities  17,861      98      (72)    17,887    17,887    23,311         68       (587)    22,792    22,792
                            --------  ------   ------   --------   -------   -------   --------   --------   --------  --------
          Total available-for-                                                                                                 
             sale marketable                                                                                                   
             securities.....  37,295  $  913   $(2,043)   36,165    36,165    52,347   $  4,457   $ (5,593)    51,211    51,211
                                       ======  =======                                 ========   ========                     
  Trading:                                                                                                                     
   Equity securities........     --                          --        --     22,636                           25,436    25,436
   Corporate debt securities     --                          --        --      1,949                            1,824     1,824
Investments in limited                                                                                                         
     partnerships...........  10,000                       15,329   10,000     20,904                          18,176    21,258
                            --------                    --------- --------  ---------                        --------  --------
                            $ 47,295                     $ 51,494   $46,165  $ 97,836                         $ 96,647 $ 99,729
                            ========                     ========   =======  ========                         ======== ========


      Corporate  debt  securities  at January 3, 1999  which are  classified  as
available-for-sale mature as follows (in thousands):                            

                                                        FAIR
FISCAL YEARS                               COST             VALUE   
                                        ----             -----
1999 - 2003.........................     $ 11,773        $  11,658  
2004 - 2006.........................       11,538           11,134  
                                       --------        ---------
                                       $ 23,311        $  22,792
                                       ========        =========

      Proceeds  from  sales of  available-for-sale  marketable  securities  were
approximately  $21,598,000,  $62,919,000 and $63,562,000 in 1996, 1997 and 1998,
respectively.  Gross realized gains and gross realized losses on those sales are
included  in  "Investment  income,  net"  (see  Note  14)  in  the  accompanying
consolidated statements of operations and are as follows (in thousands):        

                                      1996           1997             1998
                                      ----           ----             ----

    Gross realized gains.............$  1,034       $   5,187     $    5,139
     Gross realized losses............    (334)           (338)          (550)
                                     --------       ---------     ----------
                                     $    700       $   4,849     $    4,589
                                     ========       =========     ==========

      The  net  change  in the  unrealized  gain  (loss)  on  available-for-sale
securities included in other comprehensive income consisted of the following (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                            1996       1997           1998  
                                                                            ----       ----           ----  
                                                                                                            
Net change in unrealized gains (losses) on available-for-sale securities:                                   
          Unrealized appreciation (depreciation) of available-for-sale                                      
             securities...................................................$    912   $    (903)  $      462 
        Less reclassification adjustments for prior year appreciation                                       
             of securities sold during the year...........................    (130)     (1,140)        (468)
                                                                          --------   ---------   ---------- 
                                                                               782      (2,043)          (6)
          Equity in unrealized gain on retained interest..................     --          --           596 
        Income tax (provision) benefit....................................    (282)        707         (189)
                                                                          --------   ---------   ---------- 
                                                                          $    500   $  (1,336)  $      401 
                                                                          ========   =========   ========== 


      At January 3, 1999 the net unrealized gain (loss) on marketable securities
reported  in other  comprehensive  income  included  the after tax effect of the
change in the net unrealized loss on available-for-sale  securities from 1997 to
1998 noted above as well as the  Company's  equity of $596,000 in an  unrealized
gain related to a retained interest recorded by an investee  accounted for under
the equity  method.  During the year ended  January 3, 1999 such  investee  sold
securitization   notes  collateralized  by  credit  card  receivables  with  the
transaction  accounted  for  as  a  sale.  As a  result  of  the  securitization
transaction,  such  investee  recorded a retained  interest  in the  securitized
assets which are accounted for as available-for-sale securities.                

      The net change in the net unrealized gain on trading  securities  included
in earnings for the year ended January 3, 1999 was $2,675,000.                  

      The  Company  has  investments  in limited  partnerships  which  invest in
securities;  primarily debt securities,  common and preferred equity securities,
convertible  securities,  stock  warrants  and rights and stock  options.  These
investments are focused on both domestic and foreign securities, including those
of emerging market countries.                                                   

Securities Sold But Not Yet Purchased                                           

      The  Company  also  enters  into  short  sales  as part  of its  portfolio
management strategy.  Short sales are commitments to sell a financial instrument
not owned at the time of sale that require purchase of such financial instrument
at a future date.  Such short sales resulted in proceeds of $45,585,000  for the
year ended January 3, 1999. The fair value of the liability for securities  sold
but not yet  purchased  was  $23,599,000  at January 3, 1999 and is  included in
"Accrued expenses" (see Note 6).                                                

(6)   BALANCE SHEET DETAIL                                                      

RECEIVABLES                                                                     

      The  following  is  a  summary  of  the  components  of  receivables   (in
thousands):                                                                     

                                            YEAR-END
                                               ---------------------------
                                              1997            1998
                                              ----            ----
Receivables:                                                        
     Trade....................................$    71,133    $    63,283
    Affiliates...............................      4,327            --
     Other....................................     13,663          9,992
                                              -----------    -----------
                                                   89,123         73,275
  Less allowance for doubtful accounts (a)....     11,241          5,551
                                              -----------    -----------
                                              $    77,882    $    67,724
                                              ===========    ===========
---------                                                               

      (a)    The reduction of the allowance  for doubtful  accounts  during 1998
             includes  the  write-off  of  $3,474,000  of a  receivable  from an
affiliate, which had been provided for in prior years.

      Substantially  all  receivables are pledged as collateral for certain debt
(see Notes 8 and 26).                                                           

INVENTORIES                                                                     

      The  following  is  a  summary  of  the  components  of  inventories   (in
thousands):                                                                     

                                            YEAR-END
                                          --------------------------
                                            1997            1998
                                            ----            ----

Raw materials.............................$    22,573    $    20,268
Work in process...........................        214             98
Finished goods............................     34,607         26,395
                                          -----------    -----------
                                          $    57,394    $    46,761
                                          ===========    ===========

      Substantially  all  inventories are pledged as collateral for certain debt
(see Notes 8 and 26).                                                           

PROPERTIES                                                                      

      The following is a summary of the components of properties (in thousands):

                                              YEAR-END
                                                  ----------------------------
                                                   1997           1998
                                                   ----           ----

    Land    .....................................$      2,421    $     1,980
    Buildings and improvements...................       6,038          5,700
    Leasehold improvements.......................      10,553         12,687
    Machinery and equipment......................      32,669         38,378
    Leased assets capitalized....................         788            431
                                                 ------------    -----------
                                                       52,469         59,176
Less accumulated depreciation and                                   
        amortization.............................      18,636         27,904
                                                 ------------    -----------
                                                 $     33,833    $    31,272
                                                 ============    ===========

      Substantially  all  properties  are pledged as collateral for certain debt
(see Notes 8 and 26).                                                           

UNAMORTIZED COSTS IN EXCESS OF NET ASSETS OF ACQUIRED COMPANIES                 

      The  following  is a summary of the  components  of  unamortized  costs in
excess of net assets of acquired companies (in thousands):                      

                                                      YEAR-END
                                                   -------------------------
                                                      1997          1998
                                                      ----          ----

Costs in excess of net assets                                       
        of acquired companies.....................$    355,889   $   355,736
    Less accumulated amortization.................      76,664        87,300
                                                  ------------   -----------
                                                  $    279,225   $   268,436
                                                  ============   ===========

TRADEMARKS                                                                      

      The following is a summary of the components of trademarks (in thousands):

                                                  YEAR-END
                                               ---------------------------
                                                1997          1998
                                                ----          ----

  Trademarks..................................$    282,701   $   286,231
  Less accumulated amortization...............      13,500        24,325
                                              ------------   -----------
                                              $    269,201   $   261,906
                                              ============   ===========

DEFERRED COSTS AND OTHER ASSETS                                                 

      The following is a summary of the  components of deferred  costs and other
assets (in thousands):                                                          

                                                  YEAR-END
                                                 -----------------------------
                                                1997              1998
                                                ----              ----

     Deferred financing costs...................$     30,374       $    34,164
     Other   ...................................      18,237            22,082
                                                ------------       -----------
                                                      48,611            56,246
Less accumulated amortization of                                    
         deferred financing costs...............      13,255            17,840
                                                ------------       -----------
                                                $     35,356       $    38,406
                                                ============       ===========

ACCRUED EXPENSES                                                                

      The  following  is a summary of the  components  of accrued  expenses  (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                                          YEAR-END            
                                                                                ----------------------------- 
                                                                                    1997                1998  
                                                                                    ----                ----  

                                                                                                              
Securities sold but not yet purchased (Note 5)..................................$        --        $    23,599
Accrued interest................................................................      27,680            23,315
Accrued compensation and related benefits.......................................      22,771            22,407
Accrued promotions..............................................................      21,022            14,922
Accrued production contract losses..............................................      13,022             4,639
Net current liabilities of discontinued operations (Note 17)....................       4,339             3,237
Accrued advertising  ...........................................................       3,832             2,582
Accrued legal settlements and environmental matters (Note 23)...................      10,274             1,884
Other   ........................................................................      45,564            36,319
                                                                                ------------       -----------
                                                                                $    148,504       $   132,904
                                                                                ============       ===========

(7)   INVESTMENTS                                                               

      The following is a summary of the components of investments  (non-current)
(in thousands):                                                                 

                                                        [Enlarge/Download Table]


                                                               INVESTMENT                             INTEREST IN
                                                         -----------------------                      UNDERLYING 
                                                                YEAR-END              % OWNED           EQUITY   
                                                          ----------------------      -------         ---------  
                                                           1997           1998             YEAR-END 1998         
                                                           ----           ----        ------------------------   
                                                                                                                 
The Propane Partnership, at equity......................$       --     $  (1,290)      42.7%          $   (1,290)
Reclassification of negative investment in the                                                                   
   Propane Partnership to non-current liabilities                                                                
   (see below)..........................................        --         1,290                                 
Non-marketable common stock, at equity..................        --         3,382        12.2%              1,701 
Investment limited partnership, at equity...............      1,021        1,292         7.6%              1,292 
Investment limited partnerships, at cost less (in                                                                
   1998) other than temporary unrealized losses                                                                  
   (Notes 5 and 14) ....................................      2,250        1,630     Less than 1%                
Other limited partnerships, at equity...................      2,702        1,421   10.1% to 37.4%          1,421 
Non-marketable preferred and common stock, at                                                                    
   cost.................................................         50        2,650                                 
Select Beverages, at equity.............................     24,926           --                                 
Rhode Island Beverages, at equity.......................        550           --                                 
                                                        -----------     --------                                 
                                                        $    31,499     $ 10,375                                 
                                                        ===========     ========                                 


      The Company's  consolidated  equity in the earnings  (losses) of investees
accounted for under the equity method (other than the equity in the income of an
investment limited partnership  included in the table above which is included in
"Investment  income,  net") for 1997 and 1998  (none for 1996) and  included  in
"Other income  (expense),  net" (see Note 16) in the  accompanying  consolidated
statements of operations consisted of the following components (in thousands):  

                                                1997              1998
                                                ----              ----

   The Propane Partnership....................$    --           $  (2,785)
  Non-marketable common stock, at equity.....     --                 834
   Other limited partnerships, at equity......    (299)            (1,281)
   Select Beverages...........................     862             (1,222)
                                             --------          ---------
                                              $    563          $  (4,454)
                                             ========          =========

      The Company's  investments  in  non-marketable  common stock and in Select
Beverages  exceeded  the  underlying  equity  in their  respective  net  assets.
Amortization  of such excess in 1998 of $104,000  related to the  non-marketable
common stock and $341,000 related to Select Beverages  (through the date of sale
of Select  Beverages  - see below) was  included  in the equity in  earnings  or
losses of the respective investments.                                           

      Since the commencement of the Propane Partnership's  operations and IPO on
July 2, 1996 and through  December 27, 1997, the assets,  liabilities,  revenues
and  expenses  of the Propane  Partnership  were  included  in the  consolidated
financial  statements  of the Company.  Effective  December 28, 1997 the Company
adopted  certain  amendments  to  the  partnership  agreements  of  the  Propane
Partnership  and the Operating  Partnership  such that the Company no longer has
substantive  control  over the  Propane  Partnership  to the point  where it now
exercises only significant  influence and,  accordingly,  no longer consolidates
the Propane Partnership. The Company's 42.7% interest in the Propane Partnership
as of and  subsequent  to December  28, 1997 is  accounted  for using the equity
method of accounting.                                                           

      The  Company  has  recorded  its equity in the 1998  losses of the Propane
Partnership  to the extent of $1,290,000 in excess of its  investment  since its
wholly-owned  subsidiary  National Propane has guaranteed certain of the Propane
Partnership's debt (see below). The resulting  $1,290,000 credit balance,  which
is net of  $3,549,000  of  deferred  gain on the  Propane  Offerings  ("Deferred
Gains"),  is classified  within "Deferred  income and other  liabilities" in the
accompanying  consolidated balance sheet at January 3, 1999. The Company's gross
investment  in the Propane  Partnership  of  $5,748,000 at December 28, 1997 was
fully offset by an equal amount of Deferred Gains.  The Deferred Gains have been
recognized as the Company receives  quarterly  distributions on the Subordinated
Units  ("Subordinated  Distributions") and the Unsubordinated  General Partners'
Interest (collectively with the Subordinated Distributions, the "Distributions")
which were $9,521,000 and $978,000, respectively, for 1997, and $2,380,000 (with
respect to the fourth quarter of 1997) and $610,000,  respectively, for 1998, in
excess of its 42.7% equity in the earnings or losses of the Propane Partnership.
No Subordinated Distributions were paid with respect to 1998 since initially the
Company agreed to forego  Subordinated  Distributions in order to facilitate the
Propane  Partnership's  compliance  with debt covenant  restrictions in its bank
facility  agreement and subsequently the Propane  Partnership  agreed not to pay
any 1998  Subordinated  Distributions  in accordance with amendments to its debt
agreements  effective June 30, 1998. The Propane  Partnership also agreed not to
make any  distributions  on the publicly  traded  Common Units until all amounts
outstanding  under the  Propane  Bank  Facility  (see below) have been repaid in
full.  Thereafter,  the Company  will not receive any  Distributions  unless and
until the Propane Partnership (i) is able to generate sufficient  available cash
through operations and (ii) maintains compliance with the restrictions  embodied
in  the  covenants  in  its  amended  debt   agreements  and,  with  respect  to
Subordinated   Distributions,   (i)  achieves   compliance   with  the  original
restrictions  embodied in the covenants in its bank facility  agreement and (ii)
pays any distribution  arrearages on the Propane  Partnership's  publicly traded
Common Units in full, currently aggregating $5,277,000 with respect to the third
and fourth  quarters  of 1998.  Accordingly,  it is unlikely  the  Company  will
receive any Distributions in the foreseeable future.                            

      Obligations under the Operating Partnership's  $125,000,000 of 8.54% first
mortgage notes due June 30, 2010 (the "First  Mortgage  Notes") and  $15,997,000
outstanding under the Operating Partnership's bank credit facility (the "Propane
Bank Facility" and,  collectively  with the First Mortgage  Notes,  the "Propane
Debt") have been guaranteed (the "Propane  Guarantee") by National  Propane.  As
collateral  for such guarantee all of the stock of SGP, a subsidiary of National
Propane and the holder of a 2%  unsubordinated  general partner  interest in the
Propane Partnership,  is pledged as well as National Propane's 2% unsubordinated
general partner interest in the Propane Partnership.                            

     As of March 26, 1999 (see Note 27 for updated status), the Company has been
in active discussions with several potential  purchasers  concerning the sale of
the Propane  Partnership  (the  "Proposed  Partnership  Sale") and is  currently
negotiating with one such purchaser on an exclusive basis. The Company presently
anticipates  that any such sale would result in a gain to the Company.  Further,
since the Company  anticipates  maintaining  financial  interests in the propane
business,   through  maintenance  of  a  nominal  percentage  of  the  Company's
Partnership  Interests and the Propane  Guarantee,  the results of operations of
the propane  segment and any resulting gain or loss on the sale of the Company's
Partnership  Interests  will not be accounted for as a  discontinued  operation.
However,  no agreement  has been reached and there can be no assurance  that the
Partnership Sale will be consummated.                                           

      At December 31, 1998 the Operating  Partnership was not in compliance with
a covenant  under the Propane Bank  Facility and is  forecasting  non-compliance
with the same  covenant as of March 31, 1999 (the  "Forecasted  NonCompliance").
The  Operating   Partnership  has  received  an  unconditional  waiver  of  such
non-compliance  from the Propane  Bank  Facility  lenders (the  "Lenders")  with
respect to the  non-compliance as of December 31, 1998 and a conditional  waiver
with respect to future covenant non-compliance with such covenant through August
31, 1999. A number of the  conditions  to such  conditional  waiver are directly
related to the Partnership Sale. Should the conditions not be met, or the waiver
expire and the Operating Partnership be in default of the Propane Bank Facility,
the Operating  Partnership  would also be in default of the First Mortgage Notes
by  virtue  of  cross-default   provisions.   As  a  result  of  the  Forecasted
Non-Compliance, the conditions of the waiver and the cross-default provisions of
the First  Mortgage  Notes,  the Company  understands  the  Propane  Partnership
intends to classify all Propane  Debt as a current  liability as of December 31,
1998. In addition,  the Company  understands  that as a result of the Forecasted
Non-Compliance,  the conditional nature of the waiver and its effectiveness only
through September 1, 1999 with respect to the Forecasted  Non-Compliance and the
fact that a definitive  agreement for the Proposed Partnership Sale may not have
been  executed  and  delivered by the time the Propane  Partnership's  financial
statements  for the year  ended  December  31,  1998  are  issued,  the  Propane
Partnership's  independent  auditors  may  render  an  opinion  on  the  Propane
Partnership's  financial  statements  for the year ended December 31, 1998 which
emphasizes doubt as to the Propane  Partnership's ability to continue as a going
concern for a reasonable period of time. If the Proposed Partnership Sale is not
consummated and the Lenders are unwilling to extend the waiver,  (i) the Propane
Partnership  could seek to otherwise  refinance  its  indebtedness,  (ii) Triarc
might consider buying the banks' loans to the Operating Partnership ($15,997,000
principal  amount  outstanding  as of  January  3,  1999) or (iii)  the  Propane
Partnership  could be forced to seek  protection  under the  Federal  bankruptcy
laws.  In such  latter  event,  National  Propane  may be  required to honor the
Propane  Guarantee.  As a result,  Triarc may be required  to pay a  $30,000,000
demand note payable to National Propane,  and National Propane would be required
to surrender  the note (if the Company has not yet paid it) or the proceeds from
such note, as well as the Company's Partnership Interests, to the Lenders.      

      The Company owned 20% of Select  Beverages  until its sale on May 1, 1998.
On  May  1,  1998  the  Company  sold  its  interest  in  Select  Beverages  for
$28,342,000, subject to certain post-closing adjustments. The Company recognized
a  pre-tax  gain on the sale of  Select  Beverages  during  1998 of  $4,702,000,
included in "Gain on sale of businesses,  net" (see Note 15),  representing  the
excess  of the  net  sales  price  over  the  Company's  carrying  value  of the
investment  in  Select  Beverages  and  related  post-closing   adjustments  and
expenses.                                                                       

      The Company,  through its ownership of Snapple,  owned 50% of the stock of
Rhode Island Beverage Packing Company, L.P. ("Rhode Island Beverages" or "RIB").
Snapple and Quaker were  defendants  in a breach of contract case filed in April
1997 by RIB, prior to the Snapple Acquisition (the "RIB Matter"). The RIB Matter
was settled in February 1998 and in accordance therewith Snapple surrendered (i)
its 50% investment in RIB ($550,000)  and (ii) certain  properties  ($1,202,000)
and paid RIB  $8,230,000.  The  settlement  amounts were fully provided for in a
combination  of (i)  historical  Snapple  legal  reserves  as of the date of the
Snapple  Acquisition  and  additional  legal reserves  provided in  "Acquisition
related"  costs  (see  Note  12) and  (ii)  reserves  for  losses  in  long-term
production contracts  established in the Snapple Acquisition purchase accounting
(see Note 3). Since at the date of the Snapple Acquisition the investment in RIB
was expected to be  surrendered  in  connection  with the  settlement of the RIB
Matter, the Company did not recognize any equity in the earnings of RIB prior to
such surrender in February 1998.                                                

      Summary unaudited  consolidated  balance sheet information for the Propane
Partnership at December 31, 1997 and 1998, the Propane  Partnership's year ends,
is as follows (in thousands):                                                   

                                                    DECEMBER 31,
                                                 ---------------------
                                                 1997         1998
                                                 ----         ----

 Current assets..................................$  35,432   $  28,892
 Partnership Note (see Note 8)...................   40,700      30,700
 Properties......................................   80,346      77,653
 Other assets....................................   26,031      23,792
                                                 ---------   ---------
                                                 $ 182,509   $ 161,037
                                                 =========   =========

 Current portion of long-term debt (see above)...$   9,235   $ 141,687
 Other current liabilities.......................   19,015      19,847
 Long-term debt..................................  138,131         177
 Other liabilities...............................    2,674       2,344
  Partners' capital (deficit).....................   13,454      (3,018)
                                                 ---------   ---------
                                                 $ 182,509   $ 161,037
                                                 =========   =========

      Summary   consolidated  income  statement   information  for  the  Propane
Partnership  is not  presented  through  December  28, 1997 since the results of
operations  of the Propane  Partnership  were  consolidated.  Summary  unaudited
consolidated  income statement  information for the Propane  Partnership for the
year ended December 31, 1998 is as follows (in thousands):                      

Revenues............................................$   133,982     
Operating profit....................................      6,179     
Loss from continuing operations and net loss........     (1,578)    

(8)   LONG-TERM DEBT                                                            

Long-term debt consisted of the following (in thousands):           

                                                        [Enlarge/Download Table]

                                                                                             YEAR-END            
                                                                               -----------------------------     
                                                                                    1997               1998      
                                                                                    ----               ----      
                                                                                                                 
9 3/4% senior secured notes due 2000 (a)........................................$    275,000       $   275,000   
Triarc Beverage Holdings Corp. Existing Beverage Credit Agreement (b)                                            
    Term loans bearing interest at a weighted average rate of 8.99% at                                           
    January 3, 1999.............................................................     296,500           284,333   
Zero coupon convertible subordinated debentures due 2018 (net of                                                 
    unamortized original issue discount of $253,897) (c)........................         --            106,103   
13 1/2% note payable to the Propane Partnership (d).............................      40,700            30,700   
Mortgage and equipment notes payable to FFCA Mortgage Corporation, bearing                                       
    interest at a weighted average rate of 10.39% as of January 3,                                               
    1999, due through 2016......................................................       4,297             3,733   
Capitalized lease obligations...................................................         719               158   
Other...........................................................................       1,396             8,932   
                                                                                ------------       -----------   
         Total debt.............................................................     618,612           708,959   
         Less amounts payable within one year...................................      13,932             9,978(e)
                                                                                ------------       -----------   
                                                                                $    604,680       $   698,981   
                                                                                ============       ===========   


      Aggregate annual maturities of long-term debt, including capitalized lease
obligations, were as follows as of January 3, 1999 (in thousands) (e):          

          1999..............................................$      9,978
          2000..............................................      12,094
          2001..............................................      10,962
          2002..............................................      12,929
          2003..............................................      15,426
          Thereafter........................................     901,467
                                                            ------------
                                                                 962,856
         Less unamortized original issue discount...........     253,897
                                                            ------------
                                                            $    708,959
                                                            ============

(a)  On February 25, 1999 the 9 3/4% senior  secured notes due 2000 (the "9 3/4%
     Senior Notes") were called for redemption by the Company on March 30, 1999,
     prior to their  scheduled  maturity  of August 1,  2000,  with the  funding
     thereof from a portion of the proceeds  from the  Refinancing  Transactions
     (see Note 26). Prior to 1996 the Company entered into a three-year interest
     rate swap agreement (the "Swap  Agreement") in the amount of  $137,500,000.
     Under the Swap Agreement,  interest on $137,500,000 was paid by the Company
     at a  floating  rate (the  "Floating  Rate")  based on the  180-day  London
     Interbank  Offered Rate  ("LIBOR") and the Company  received  interest at a
     fixed rate of 4.72%. The Floating Rate was set at the inception of the Swap
     Agreement through January 31, 1994 and thereafter was  retroactively  reset
     at the end of each six-month  calculation  period through July 31, 1996 and
     at  the  maturity  of  the  Swap  Agreement  on  September  24,  1996.  The
     transaction effectively changed the Company's interest rate on $137,500,000
     of the 9 3/4%  Senior  Notes from a  fixed-rate  to a  floating-rate  basis
     through  September  24,  1996.  Under the Swap  Agreement  during  1994 the
     Company received $614,000 which was determined at the inception of the Swap
     Agreement.  Subsequently,  the Company paid (i)  $2,271,000  during 1995 in
     connection with such year's two six-month reset periods and (ii) $1,631,000
     during 1996 in connection  with such year's two six-month reset periods and
     the reset period ending with the Swap Agreement's maturity on September 24,
1996.                                                                 

(b)  The  $284,333,000  of  outstanding  term loans  (there were no  outstanding
     revolving credit loans) under the Existing  Beverage Credit Agreement as of
     January 3, 1999 and February 25, 1999 was repaid on February 25, 1999 using
     a portion of the proceeds from the Refinancing  Transactions (see Note 26).
     The Existing  Beverage Credit  Agreement  consisted of a $300,000,000  term
     facility of which $225,000,000 and $75,000,000 of loans (the "Existing Term
     Loans") were borrowed by Snapple and Mistic,  respectively,  at the Snapple
     Acquisition date ($213,250,000 and $71,083,000,  respectively,  outstanding
     at January 3, 1999) and an  $80,000,000  revolving  credit  facility  which
     provided for revolving  credit loans (the  "Existing  Revolving  Loans") by
     Snapple,  Mistic, Triarc Beverage Holdings and, as amended as of August 15,
     1998,  Cable Car of which  $25,000,000  and $5,000,000 were borrowed on the
     Snapple Acquisition date by Snapple and Mistic, respectively.  The Existing
     Revolving  Loans were  repaid  prior to  December  28, 1997 and no Existing
     Revolving  Loans were  outstanding at December 28, 1997 or January 3, 1999.
     The aggregate  $250,000,000  originally borrowed by Snapple was principally
     used to fund a portion of the purchase  price for Snapple (see Note 3). The
     aggregate $80,000,000 originally borrowed by Mistic was principally used to
     repay all of the $70,850,000  then  outstanding  borrowings  under Mistic's
     former bank credit  facility  (the  "Former  Mistic  Bank  Facility")  plus
accrued interest thereon.                                             

(c)  On  February  9, 1998 the  Company  issued  (the  "Offering")  zero  coupon
     convertible  subordinated  debentures due 2018 (the  "Debentures")  with an
     aggregate  principal amount at maturity of $360,000,000 to Morgan Stanley &
     Co.  Incorporated  ("Morgan  Stanley")  as  the  initial  purchaser  for an
     offering to "qualified institutional buyers". The Debentures were issued at
     a discount of 72.177% from  principal  resulting in proceeds to the Company
     of $100,163,000 before placement fees and expenses aggregating  $4,000,000.
     The  issue  price  represents  an annual  yield to  maturity  of 6.5%.  The
     Debentures are  convertible  into Class A Common Stock at a conversion rate
     of 9.465 shares per $1,000 principal  amount at maturity,  which represents
     an initial  conversion price of  approximately  $29.40 per share of Class A
     Common  Stock.  The  conversion  price will  increase  over the life of the
     Debentures  at an  annual  rate of 6.5%  and the  conversion  of all of the
     currently outstanding  Debentures into Class A Common Stock would result in
     the issuance of approximately 3,407,000 shares of Class A Common Stock. The
     Debentures are redeemable by the Company commencing February 9, 2003 at the
     original  issue price plus accrued  original  issue discount to the date of
     any  such  redemption  and  the  Debentures  can be put to the  Company  on
     February  9, 2003,  2008 and 2013 or at any time upon the  occurrence  of a
     fundamental  change,  as defined,  in the Company's Class A Common Stock at
     not more than the original issue price plus accrued original issue discount
     at the date of any such put.  In June 1998 a shelf  registration  statement
     covering resales by holders of the Debentures (and the Class A Common Stock
     issuable upon any conversion of the Debentures)  was declared  effective by
     the Securities and Exchange Commission ("SEC").  The Company used a portion
     of the  proceeds  from the sale of the  Debentures  to  purchase  1,000,000
     shares of Class A Common  Stock for treasury  for  $25,563,000  from Morgan
     Stanley (the "Equity Repurchase"). The balance of the net proceeds from the
     sales of the Debentures are being used by the Company for general corporate
     purposes.  Had such Offering and Equity  Repurchase been  consummated as of
     December  29, 1997,  rather than on February 9, 1998,  the effect on income
     from  continuing  operations  and related per share  amounts would not have
been significant.                                                     

(d)  The Company  has a 13 1/2% note  payable to the  Propane  Partnership  (the
     "Partnership  Note") with an original principal amount of $40,700,000 which
     was due in eight equal installments commencing 2003 through 2010. Effective
     June 30, 1998 the  Partnership  Note was amended  to,  among other  things,
     permit the  Company to prepay up to  $10,000,000  of the  principal  of the
     Partnership  Note  through  February 14,  1999.  During  1998,  the Company
     prepaid such $10,000,000 including $7,000,000 on August 7, 1998 in order to
     (i) retroactively cure the Propane Partnership's  non-compliance as of June
     30,  1998  with  restrictive  covenants  contained  in  its  bank  facility
     agreement  and  (ii)  permit  the  Propane  Partnership  to pay its  normal
     quarterly  distribution  with respect to the second  quarter of 1998 on its
     Common Units with a proportionate  amount for the Company's  Unsubordinated
     General  Partners'   Interest.   The  remaining  principal  amount  of  the
     Partnership  Note of $30,700,000  (see Note 27) is due $175,000 in 2004 and
     six equal annual  installments  of  $5,087,500  commencing  in 2005 through
     2010. However,  certain matters relating to the current financial condition
     of the Propane  Partnership  and/or the negotiations for a possible sale of
     the Company's  interest of the Propane  Partnership  may cause a portion or
all of the Partnership Note to become a current obligation.           

(e)   The current  portion of  long-term  debt as of January 3, 1999  reflects a
      reclassification  to long term of the portion  ($9,419,000)  of the amount
      originally due in 1999 under the Existing  Beverage Credit Agreement which
      has been  refinanced to long term (see Note 26). The annual  maturities of
      long-term  debt in each of the five years from 1999 through 2003 are lower
      following  such  refinancing  than  under  the  Existing  Beverage  Credit
      Agreement and the 9 3/4% Senior Notes. Accordingly,  the annual maturities
    of long-term debt set forth in the table above reflect such refinancing.

      The Company's debt agreements  contain various covenants which (a) require
meeting  certain  financial  amount  and ratio  tests;  (b) limit,  among  other
matters, (i) the incurrence of indebtedness, (ii) the retirement of certain debt
prior to  maturity,  (iii)  investments,  (iv) asset  dispositions,  (v) capital
expenditures and (vi) affiliate  transactions other than in the normal course of
business; and (c) restrict the payment of dividends to Triarc (see below). As of
January 3, 1999 the Company was in compliance with all such covenants.          

     Triarc's principal subsidiaries,  other than CFC Holdings (until its merger
into Triarc on February 23, 1999) and National  Propane,  were unable to pay any
dividends  or make any loans or  advances  to Triarc as of January 3, 1999 under
the terms of the  various  indentures  and credit  arrangements  then in effect.
While there were no restrictions  applicable to CFC Holdings, CFC Holdings would
have been  dependent  upon cash flows from RC/Arby's to pay dividends and, as of
January 3, 1999,  RC/Arby's was unable to pay any dividends or make any loans or
advances to CFC Holdings. While there are no restrictions applicable to National
Propane,  National  Propane  is  dependent  upon  cash  flows  from the  Propane
Partnership,  principally the distributions from the Propane Partnership, to pay
dividends  and the  Propane  Partnership  does not  expect to be able to pay any
distributions  for the foreseeable  future (see Note 7 for further  discussion).
See Note 26 for discussion of one-time  distributions  paid to Triarc by certain
of its subsidiaries in connection with the Refinancing Transactions.            

      Under the Company's various debt agreements, substantially all of Triarc's
and its  subsidiaries'  assets other than cash, cash  equivalents and short-term
investments  are  pledged as security as of January 3, 1999.  In  addition,  (i)
obligations  under the 9 3/4% Senior Notes have been  guaranteed  by Royal Crown
and Arby's and (ii)  obligations  under the Existing  Beverage Credit  Agreement
were guaranteed by Snapple, Mistic, Triarc Beverage Holdings and Cable Car prior
to the repayment thereof. As collateral for such guarantees, all of the stock of
Royal  Crown and Arby's was  pledged  and all of the stock of  Snapple,  Mistic,
Triarc Beverage  Holdings and Cable Car was pledged.  See Note 26 for the effect
of the  February  25,  1999  refinancing  on the  pledging  of  assets  and debt
guarantees and related collateral. Although the stock of National Propane is not
pledged in connection with any guarantee of debt obligations,  the 75.7% of such
stock owned by Triarc directly is pledged as security for obligations  under the
Partnership Note.                                                               

(9)   FAIR VALUE OF FINANCIAL INSTRUMENTS                                       

      The  Company  has  the  following  financial  instruments  for  which  the
disclosure  of fair  values is  required:  cash and cash  equivalents,  accounts
receivable and payable, accrued expenses, short-term investments, investments in
limited  partnerships,  at cost and long-term debt. The carrying amounts of cash
and cash  equivalents,  accounts payable and accrued expenses  approximated fair
value due to the  short-term  maturities  of such  assets and  liabilities.  The
carrying  amount  of  accounts  receivable  approximated  fair  value due to the
related  allowance  for  doubtful  accounts.   The  fair  values  of  short-term
investments are based on quoted market prices or statements of account  received
from investment  managers or from the  partnerships and are set forth in Note 5.
The carrying amounts and fair values of investments in limited partnerships,  at
cost (as reduced by  unrealized  losses deemed to be other than  temporary)  and
long-term debt were as follows (in thousands):                                  

                                                        [Enlarge/Download Table]


                                                                                    YEAR-END                    
                                                            --------------------------------------------------- 
                                                                        1997                       1998         
                                                            --------------------------- ----------------------- 
                                                               CARRYING           FAIR       CARRYING      FAIR 
                                                                 AMOUNT          VALUE       AMOUNT       VALUE 
                                                                 ------          ------      ------       ----- 

                                                                                                                
Investments in limited partnerships, at cost, as reduced                                                        
   by unrealized losses deemed to be other than                                                                 
   temporary (Note 7).......................................$     2,250    $     1,901  $      1,630  $    1,504
                                                            ===========    ===========  ============  ==========
Long-term debt (Note 8):                                                                                        
   9 3/4% Senior Notes......................................$   275,000    $   279,000  $    275,000  $  278,000
   Existing Beverage Credit Agreement.......................    296,500        296,500       284,333     284,333
   Debentures...............................................        --             --        106,103      74,700
   Partnership Loan.........................................     40,700         43,321        30,700      34,065
   Mortgage Notes and Equipment Notes.......................      4,297          4,612         3,733       4,175
   Other long-term debt ....................................      2,115          2,115         9,090       9,090
                                                            -----------    -----------  ------------  ----------
                                                            $   618,612    $   625,548  $    708,959  $  684,363
                                                            ===========    ===========  ============  ==========


     The fair values of the Company's  investments in limited  partnerships,  at
cost (as  reduced by other than  temporary  losses)  are based on quoted  market
prices, if available,  or statements of account received from such partnerships.
The fair  values  of the 9 3/4%  Senior  Notes and the  Debentures  are based on
quoted  market  prices.  The fair  values of the  Existing  Term Loans under the
Existing Beverage Credit Agreement approximated their carrying values due to the
relatively  frequent resets of their floating interest rates. The fair values of
the  Partnership  Loan and the Mortgage and Equipment  Notes were  determined by
discounting  the future  scheduled  payments using an interest rate assuming the
same original  issuance spread over a current Treasury bond yield for securities
with similar durations. The fair values of all other long-term debt were assumed
to reasonably approximate their carrying amounts since (i) for capitalized lease
obligations,  the weighted average implicit interest rate  approximates  current
levels and (ii) for all other debt,  the  remaining  maturities  are  relatively
short-term or the carrying amounts of such debt are relatively insignificant.   

(10)  INCOME TAXES                                                              

      The income  (loss) from  continuing  operations  before  income  taxes and
minority  interests  in income of a  consolidated  subsidiary  consisted  of the
following components (in thousands):                                            

                              1996        1997        1998
                              ----        ----        ----

Domestic......................$    (527)  $  (23,769) $    28,422   
Foreign.......................    (3,408)        679          221   
                           ----------- ----------  -----------
                           $  (3,935)  $  (23,090) $    28,643
                           =========   ==========  ===========

      The benefit from (provision  for) income taxes from continuing  operations
consisted of the following components (in thousands):                           

                                             1996        1997         1998
                                             ----        ----         ----
Current:                                                            
         Federal............................$      (7)  $   5,225   $    (4,414)
         State..............................   (5,292)      2,481        (7,286)
         Foreign............................     (370)       (805)         (457)
                                           ----------  ---------   -----------
                                               (5,669)      6,901       (12,157)
                                           ----------  ---------   -----------
Deferred:                                                           
         Federal............................   (7,507)        867        (5,466)
        State..............................    5,242      (3,026)        1,016
                                           ---------   ---------   -----------
                                               (2,265)     (2,159)       (4,450)
                                           ---------   ---------   -----------
               Total........................$  (7,934)  $   4,742   $   (16,607)
                                           =========   =========   ===========

         The net  current  deferred  income  tax asset  and the net  non-current
deferred  income tax  (liability)  resulted  from the following  components  (in
thousands):                                                                     

                                                                [Download Table]


                                                                 YEAR-END       
                                                            -----------------   
                                                             1997        1998   
                                                             ----        ----   
                                                                                
 Current deferred income tax assets (liabilities):                              
   Accrued employee benefit costs..........................$ 5,561     $  5,639 
   Investment write-downs for unrealized losses deemed                          
       other than temporary................................    --         3,342 
   Glass front vending machines previously written off.....  2,925        2,925 
   Allowance for doubtful accounts ........................  4,095        2,340 
   Closed facilities reserves..............................  1,919        1,371 
   Accrued production contract losses......................  4,588        1,320 
   Accrued liabilities of discontinued operations                               
        (Note 17)..........................................  1,745        1,215 
   Inventory obsolescence reserves.........................    533        1,210 
   Accrued lease payments for equipment transferred                             
        to RTM (see Note 21)...............................    --         1,082 
   Facilities relocation and corporate restructuring.......    2,049        716 
   Accrued advertising and promotions......................    2,468        675 
   Accrued legal settlements and environmental matters.....    3,643        284 
   Other, net..............................................   10,393      6,249 
                                                            --------  --------- 
                                                              39,919     28,368 
   Valuation allowance....................................    (1,799)       --  
                                                            --------    ------- 
                                                              38,120     28,368 
 Non-current deferred income tax assets                                         
  (liabilities):                                                                
    Trademarks basis differences...........................  (53,929)   (55,962)
    Gain (tax effect of $33,163) in 1996 on sale                                
        of propane business (see Note 3) plus                                   
        Deferred Gain recognized (see Note 7)..............  (36,211)   (37,003)
    Reserve for income tax contingencies and                                    
        other tax matters..................................  (27,596)   (26,810)
    Depreciation and other properties basis                                     
        differences .......................................  (12,710)   (15,667)
    Net operating loss and alternative minimum                                  
        tax credit carryforwards...........................   42,980     44,923 
    Insurance losses not deducted..........................    7,061         -- 
    Accrued production contract losses.....................    3,471         -- 
    Other, net.............................................    1,995      3,324 
                                                           ---------  --------- 
                                                             (74,939)   (87,195)
    Valuation allowance....................................  (17,638)       --  
                                                            ---------  -------- 
                                                             (92,577)    87,195)
                                                            ---------  -------- 
                                                           $ (54,457)  $(58,827)
                                                            =========  =========


      The increase in the net deferred income tax liabilities  from  $54,457,000
at  December  28,  1997 to  $58,827,000  at January 3, 1999,  or an  increase of
$4,370,000  differs from the provision  for deferred  income taxes of $4,450,000
for  1998.  Such  difference  is  principally  due to the  deferred  income  tax
liabilities, net of deferred income tax assets and the valuation allowances (see
below), associated with Chesapeake Insurance which were eliminated following the
Chesapeake Sale.                                                                

      As of January 3, 1999  Triarc had net  operating  loss  carryforwards  for
Federal income tax purposes of approximately  $89,000,000 expiring approximately
$1,000,000 in total in the years 2000 through 2003 and $18,000,000,  $3,000,000,
$55,000,000  and  $12,000,000 in 2008,  2009,  2012 and 2013,  respectively.  In
addition,  the Company has (i) alternative  minimum tax credit  carryforwards of
approximately  $5,700,000  and (ii)  depletion  carryforwards  of  approximately
$4,400,000, both of which have an unlimited carryforward period.                

      A "valuation  allowance"  is provided when it is more likely than not that
some  portion of  deferred  tax assets will not be  realized.  The 1997 year end
valuation   allowances   were  for  that  portion  of  the  net  operating  loss
carryforwards and other net deferred tax assets related to Chesapeake  Insurance
which entity was not included in Triarc's  consolidated  income tax return. Such
valuation allowances are no longer applicable following the Chesapeake Sale.    

      The difference  between the reported  (provision  for) benefit from income
taxes and the tax  (provision)  benefit that would result from  applying the 35%
Federal  statutory rate to the income or loss from continuing  operations before
income taxes and minority interests is reconciled as follows (in thousands):    

                                                        [Enlarge/Download Table]


                                                                             1996         1997        1998    
                                                                             ----         ----        ----    
                                                                                                              
Income tax (provision) benefit computed at Federal statutory                                                  
   rate.................................................................$     1,377   $    8,082   $  (10,025)
Increase (decrease) in Federal tax benefit resulting from:                                                    
     State income taxes, net of Federal income tax effect...............        (33)        (354)      (4,075)
     Amortization of non-deductible Goodwill ...........................     (2,153)      (2,481)      (3,144)
     Foreign tax rate in excess of United States Federal statutory rate                                       
        and foreign withholding taxes, net of Federal income                                                  
        tax benefit.....................................................       (241)        (433)        (247)
     Effect of net operating losses for which no tax carryback                                                
        benefit is available............................................     (1,269)        (273)        (348)
     Basis differences in investments in subsidiaries no longer                                               
       permanently reinvested principally due to the 1998                                                     
       Chesapeake Sale..................................................        --           --         1,500 
     Minority interests.................................................        640          772          --  
     Non-deductible loss on sale of Textile Business (see Note 3).......     (2,928)         --           --  
     Provision for income tax contingencies and other tax matters            (2,582)         --           --  
     Other non-deductible expenses......................................       (745)        (664)        (455)
     Other, net.........................................................        --            93          187 
                                                                        -----------   ----------   ---------- 
                                                                        $    (7,934)  $    4,742   $  (16,607)
                                                                        ===========   ==========   ========== 


      The Federal  income tax returns of the Company  have been  examined by the
IRS for the tax years 1989  through  1992.  The  Company has reached a tentative
settlement  with the IRS  regarding  all  remaining  issues  in such  audit.  In
connection therewith, the Company paid $5,298,000 and $8,460,000, each including
interest,  during 1997 and 1998,  respectively,  in partial  settlement  of such
audit.  In  addition,  the Company has agreed to pay  approximately  $5,000,000,
including interest, to resolve all remaining issues. The tentative settlement is
subject to review by the  Congressional  Joint  Committee  on  Taxation.  If the
settlement is so approved,  the Company  anticipates it would make payment later
in 1999.  The IRS is examining the Company's  Federal income tax returns for the
year ended April 30, 1993 and eight-month  transition  period ended December 31,
1993.  In  connection  therewith,  the Company has not  received  any notices of
proposed  adjustments.  During 1996 the Company provided  $2,582,000 included in
"(Provision  for)  benefit  from income  taxes" and during  1996,  1997 and 1998
provided  $2,000,000,  $3,000,000  and  $2,000,000,  respectively,  included  in
"Interest  expense",  relating  to such  examinations  and  other  tax  matters.
Management of the Company believes that adequate aggregate  provisions have been
made  principally  in periods prior to 1998 for any tax  liabilities,  including
interest, that may result from the resolution of these IRS examinations.        

(11)  STOCKHOLDERS' EQUITY                                                      

      The  Company's  common stock  consists of Class A Common Stock and class B
common  stock (the "Class B Common  Stock"),  which are  identical,  except that
Class A Common  Stock  has one  vote  per  share  and  Class B  Common  Stock is
non-voting.  All  shares  of Class B Common  Stock are held by  affiliates  (the
"Posner  Entities") of Victor Posner  ("Posner"),  the former Chairman and Chief
Executive Officer of Triarc. Throughout 1996, 1997 and 1998 there were 5,997,622
shares of Class B Common  stock  issued and  outstanding.  If the Class B Common
Stock were to be held by a person(s) not affiliated  with Posner,  each share of
Class B Common  Stock  would  be  convertible  into one  share of Class A Common
Stock. A summary of the changes in the number of issued shares of Class A Common
Stock is as follows (in thousands):                                             

                                                      1996      1997      1998
                                                      ----      ----      ----

      Number of shares at beginning of year.........  27,984   27,984   29,551
Common shares issued in connection with the                       
        Stewart's Acquisition (Note 3).............     --     1,567      --
                                                   --------  -------  ------
      Number of shares at end of year...............  27,984   29,551   29,551
                                                    ========  =======  =======

       A summary of the changes in the number of shares of Class A Common  Stock
held in treasury is as follows (in thousands):                                  

                                                        [Enlarge/Download Table]

                                                                               1996       1997     1998   
                                                                               ----       ----     ----   

                                                                                                          
Number of shares at beginning of year........................................   4,067     4,098     3,951 
Common shares acquired in open market transactions...........................      45        67     1,673 
Common shares acquired in connection with the issuance of the                                             
    Debentures (Note 8)......................................................     --        --      1,000 
Common shares issued from treasury upon exercise of stock options............     (10)     (208)     (369)
Common shares issued from treasury to directors..............................      (8)       (6)       (4)
Restricted stock reacquired..................................................       4       --        --  
                                                                             --------   -------   ------- 
Number of shares at end of year..............................................   4,098     3,951     6,251 
                                                                             ========   =======   ======= 


      The Company has 25,000,000  authorized shares of preferred stock including
5,982,866 designated as redeemable preferred stock, none of which were issued as
of December 28, 1997 and January 3, 1999.                                       

      Prior to 1996 the Company adopted the 1993 Equity  Participation Plan (the
"1993 Equity Plan"),  in 1997 the Company adopted the 1997 Equity  Participation
Plan (the "1997 Equity Plan"), in 1997 the Company effectively adopted the Stock
Option Plan for Cable Car Employees  (the "Cable Car Plan") in  connection  with
the  consummation  of the Stewart's  Acquisition and in 1998 the Company adopted
the 1998 Equity Participation Plan (the "1998 Equity Plan" and collectively with
the  aforementioned  plans,  the "Equity  Plans").  There are no further  grants
available  under the 1993 Equity Plan and the Cable Car Plan subsequent to April
1998 and Year-End 1997,  respectively.  The Equity Plans collectively provide or
provided  for the  grant of  stock  options  and  restricted  stock  to  certain
officers, key employees,  consultants and non-employee  directors.  In addition,
under  the  1993 and  1998  Equity  Plans,  non-employee  directors  are or were
eligible to receive shares of Class A Common Stock pursuant to automatic  grants
and in lieu of annual  retainer or meeting  attendance  fees.  The Equity  Plans
other than the 1993 Equity Plan  provide  for a maximum of  5,654,931  shares of
Class A Common  Stock to be issued  upon the  exercise  of  options,  granted as
restricted  stock or issued to non-employee  directors in lieu of fees and there
remain  5,165,636  shares  available  for future  grants under the 1997 and 1998
Equity Plans as of January 3, 1999.                                             

      A summary of changes in  outstanding  stock options under the Equity Plans
is as follows:                                                                  

                                                        [Enlarge/Download Table]


                                                                                             WEIGHTED AVERAGE
                                                               OPTIONS   OPTION PRICE         OPTION PRICE   
                                                               -------   ------------         ------------   
                                                                                                             
Outstanding at January 1, 1996..........................    8,600,200    $10.125 - $30.00        $17.18      
Granted during 1996 (a).................................      136,000     $11.00 - $13.00        $12.16      
Exercised during 1996...................................       (9,999)        $10.75             $10.75      
Terminated during 1996..................................     (293,869)   $10.125 - $30.00        $13.51      
                                                         ------------                                        
Outstanding at December 31, 1996........................    8,432,332    $10.125 - $30.00        $17.24      
Granted during 1997: (a)                                                                                     
   At market price......................................      871,500   $20.4375 - $23.6875      $23.11      
   Below market price...................................    1,351,000    $12.375 - $21.00        $12.77      
Replacement Options issued to Cable Car                                                                      
   employees (b)........................................      154,931     $4.07 - $11.61          $7.20      
Exercised during 1997...................................     (208,159)   $10.125 - $15.75        $11.69      
Terminated during 1997..................................     (233,169)   $10.125 - $24.125       $14.24      
Stock options settled other than through                                                                     
   the issuance of stock................................     (727,000)   $10.125 - $21.00        $17.37      
                                                         ------------                                        
Outstanding at December 28, 1997........................    9,641,435     $4.07 - $30.00         $17.16      
Granted during 1998 (a).................................      119,250     $21.75 - $27.00        $25.82      
Exercised during 1998...................................     (368,700)    $4.07 - $21.00         $10.69      
Terminated during 1998..................................     (218,672)  $10.125 - $23.3125       $17.41      
                                                         ------------                                        
Outstanding at January 3, 1999..........................    9,173,313     $6.39 - $30.00         $17.53      
                                                         ============                                        
Exercisable at January 3, 1999..........................    4,096,377     $6.39 - $30.00         $15.39      
                                                         ============                                        


      (a) The weighted  average grant date fair values of stock options  granted
during  1996,  1997 and 1998 were as follows  (see  discussion  of stock  option
valuation below):                                                               

                                                        [Enlarge/Download Table]

                                                                            1996    1997       1998  
                                                                            ----    ----       ----  
                                                                                                     
Options whose exercise price equals the market price of                                              
    the stock on the grant date...........................................$  6.81  $  12.17  $  11.94
Options whose exercise price is less than the market price                                           
    of the stock on the grant date........................................   None  $   8.72      None


      (b) As set forth in Note 3,  Triarc  issued  154,931  stock  options  (the
"Replacement  Options")  to Cable Car  employees in exchange for all of the then
outstanding Cable Car stock options in accordance with the Cable Car Plan.      
 The  $2,788,000  fair value of the  Replacement  Options was  accounted  for as
additional  purchase  price  for  Cable  Car and  was  credited  to  "Additional
paid-in-capital".                                                               

      The  following  table sets forth  information  relating  to stock  options
outstanding and exercisable at January 3, 1999:                                 

                                                        [Enlarge/Download Table]


                                 STOCK OPTIONS OUTSTANDING                             STOCK OPTIONS EXERCISABLE  
   -----------------------------------------------------------------------------  --------------------------------
                                  OUTSTANDING AT     WEIGHTED         WEIGHTED     OUTSTANDING AT      WEIGHTED   
                                     YEAR-END      AVERAGE YEARS       AVERAGE       YEAR-END           AVERAGE   
      OPTION PRICE                     1998          REMAINING      OPTION PRICE        1998         OPTION PRICE 
      ------------                     ----          ---------      ------------        ----         ------------ 

                                                                                                                  
$6.39 - $10.75......................  1,369,537         6.3           $  10.34        1,346,701        $  10.33   
$11.61 - $16.25.....................  1,496,693         7.8           $  12.80          633,351        $  13.07   
$18.00 - $20.00.....................  1,541,500         4.5           $  18.19        1,522,167        $  18.18   
$20.125.............................  3,500,000         5.3           $  20.13              --         $    --    
$20.4375 - $30.00 ..................  1,265,583         8.0           $  22.90          594,158        $  22.17   
                                    -----------                                   -------------                   
                                      9,173,313         6.1                           4,096,377                   
                                    ===========                                   =============                   

      Stock options under the Equity Plans  generally  have maximum terms of ten
years and vest ratably over periods not exceeding five years from date of grant.
However, an aggregate  3,500,000  performance stock options granted on April 21,
1994 to the Chairman and Chief  Executive  Officer and the  President  and Chief
Operating  Officer vest in one-third  increments  upon attainment of each of the
three  closing  price  levels  for the  Class A  Common  Stock  for 20 out of 30
consecutive trading days by the indicated dates as follows:                     

ON OR PRIOR TO APRIL 21,                                      PRICE       
------------------------                                      -----       
    1999.........................................    $ 27.1875
  2000.........................................    $ 36.25
    2001.........................................    $ 45.3125

     Each option not previously vested, should such price levels not be attained
no later than each indicated date, will vest on October 21, 2003. In addition to
the 3,500,000  performance stock options discussed above,  350,000 of such stock
options  were  granted on April 21,  1994 to the  former  Vice  Chairman  of the
Company from April 1993 to December 31, 1995 (the  "Former Vice  Chairman").  In
December  1995,  it was  decided  that the  Former  Vice  Chairman's  employment
contract  would  not be  extended  and as of  January  1, 1996 the  Former  Vice
Chairman resigned as a director, officer and employee of the Company and entered
into a  consulting  agreement  pursuant  to which no  substantial  services  are
expected to be provided. In accordance therewith,  effective January 1, 1996 all
of the 513,333  non-vested stock options of the aggregate  680,000 stock options
previously  issued to the Former Vice Chairman  (including  350,000  performance
stock options which were granted April 21, 1994) were vested in full. In January
1997 the Company paid the Former Vice Chairman  $353,000 in consideration of the
cancellation of all 680,000 stock options previously granted to him. Such amount
had been estimated and previously provided prior to 1996.                       

      Stock  options  under the Equity Plans are  generally  granted at not less
than the fair  market  value of the  Class A Common  Stock at the date of grant.
However,  options granted,  net of terminations,  prior to 1996 included 275,000
options issued at an option price of $20.00 per share which was below the $31.75
fair market value of the Class A Common Stock on the date of grant  resulting in
aggregate unearned compensation of $3,231,000.  Additionally, options granted in
1997 included  1,331,000  options  issued at a weighted  average option price of
$12.70  which was below the $14.82  weighted  average  fair market  value of the
Class A Common Stock on the  respective  dates of grant,  resulting in aggregate
unearned  compensation  of  $2,823,000.   Such  amounts  are  reported,  net  of
amortization,  in the "Unearned  compensation" component of "Other stockholders'
equity".  Such unearned  compensation is being amortized as compensation expense
over the applicable  vesting period of one to five years.  During 1996, 1997 and
1998,   $489,000,   $1,543,000   and   $954,000,   respectively,   of  "Unearned
compensation"  was amortized to  compensation  expense and credited to "Unearned
compensation". In addition, in 1998 "Unearned compensation" was credited $28,000
due to the  amortization  effect of options  held by  employees  of the  Propane
Partnership  of which $12,000 has been included in the Company's  1998 equity in
loss of the Propane  Partnership.  In addition,  $96,000 of compensation expense
was  recognized  in 1997  representing  the excess of fair market value over the
option prices for 20,000  options  granted in 1997 which were vested upon grant.
During 1996,  1997 and 1998 certain below market  options were  forfeited.  Such
forfeitures  resulted in decreases to (i) "Unearned  compensation"  of $219,000,
$135,000  and $13,000 in 1996,  1997 and 1998,  respectively,  representing  the
reversals  of  the  unamortized  amounts  at  the  dates  of  forfeiture,   (ii)
"Additional paid-in capital" of $852,000, $506,000 and $27,000 in 1996, 1997 and
1998, respectively,  representing the reversal of the initial intrinsic value of
the forfeited below market stock options and (iii) "General and  administrative"
of  $633,000,  $371,000  and  $14,000  in  1996,  1997 and  1998,  respectively,
representing  the  reversal of previous  amortization  of unearned  compensation
relating to forfeited  below market stock  options.  The  remaining  unamortized
balance  relating to Triarc's  below market stock options  included in "Unearned
compensation" is $455,000 at January 3, 1999.                                   

      Triarc Beverage  Holdings adopted the Triarc Beverage  Holdings Corp. 1997
Stock Option Plan (the "Triarc  Beverage  Plan") in 1997 which  provides for the
grant of options to purchase  shares of Triarc Beverage  Holdings'  common stock
(the "Triarc Beverage Common Stock") to key employees,  officers,  directors and
consultants of Triarc Beverage Holdings and the Company. Stock options under the
Triarc  Beverage  Plan have  maximum  terms of ten years and vest  ratably  over
periods not  exceeding  four years from the date of grant.  The Triarc  Beverage
Plan provides for a maximum of 150,000 shares of Triarc Beverage Common Stock to
be issued upon the  exercise  of stock  options and there  remain  4,575  shares
available  for future  grants  under the Triarc  Beverage  Plan as of January 3,
1999.  A summary  of  changes  in  outstanding  stock  options  under the Triarc
Beverage Plan is as follows:                                                    

                                                              OPTION
                                               OPTIONS         PRICE
                                               -------         -----

 Granted during 1997........................    76,250       $  147.30
                            ----------
 Outstanding at December 28, 1997...........    76,250       $  147.30
 Granted during 1998........................    72,175       $  191.00
 Terminated during 1998.....................    (3,000)      $  147.30
                            ----------
Outstanding at January 3, 1999.............   145,425               
                            ==========

      The option  prices of the grants  during  1997 and 1998 were equal to fair
value at the respective dates of grant as determined by independent  appraisals.
The weighted  average  grant date fair value of the grants  during 1997 and 1998
was $50.75 and $60.01,  respectively.  The weighted  average option price of the
outstanding options at January 3, 1999 was $168.99. Such options vest ratably on
July 1 of 1999, 2000 and 2001 and,  accordingly,  no options have been exercised
or are exercisable as of January 3, 1999 and have a remaining  weighted  average
term of 9.1 years at January 3, 1999.                                           

      National Propane adopted the National Propane Corporation 1996 Unit Option
Plan (the  "Propane  Plan") in 1996 which  provides  for the grant of options to
purchase  Common Units and  Subordinated  Units of the Propane  Partnership  and
Common Unit  appreciation  rights to National  Propane  directors,  officers and
employees. Such options have maximum terms of ten years. Any expenses recognized
resulting  from  grants  under the  Propane  Plan are  allocated  to the Propane
Partnership.  National  Propane  granted  315,000 unit options during 1997 at an
option price of $17.30 which was below the fair market value of the Common Units
of $21.625 at the date of grant. Such difference  resulted in aggregate unearned
compensation  to the  Propane  Partnership  of  $1,362,000,  of  which  $582,000
represented  the Company's  42.7%  interest and was  recognized in the "Unearned
compensation"  component of "Other  stockholders'  equity" of the Company.  Such
unearned  compensation is being amortized over the applicable  service period of
three to five years. During 1997, $115,000 was amortized to compensation expense
of the Propane  Partnership,  of which $49,000  related to the  Company's  42.7%
interest,  and,  accordingly,  was credited to "Unearned  compensation."  During
1998,  the  Company's  42.7%  equity  interest in the  amortization  of unearned
compensation  of  $175,000  was  reflected  as  equity  in loss  of the  Propane
Partnership  as a result of the  Deconsolidation  and was  credited to "Unearned
compensation".  The  Company's  equity  in  the  remaining  unamortized  balance
relating to National  Propane's below market unit options  included in "Unearned
compensation" is $358,000 at January 3, 1999.                                   

      In 1995 the Company granted the syndicated lending bank in connection with
the  Former  Mistic  Bank  Facility  and two  senior  officers  of Mistic  stock
appreciation  rights (the "Mistic  Rights") for the  equivalent  of 3% and 9.7%,
respectively,  of Mistic's  outstanding  common stock plus the equivalent shares
represented by such stock appreciation  rights. The Mistic Rights granted to the
syndicating  lending bank were  immediately  vested and of those  granted to the
senior officers,  one-third vested over time and two-thirds  vested depending on
Mistic's  performance.  The  Mistic  Rights  provided  for  appreciation  in the
per-share  value of Mistic common stock above a base price of $28,637 per share,
which was equal to the Company's  per-share  capital  contribution  to Mistic in
connection  with the  acquisition  of  Mistic in 1995.  The value of the  Mistic
Rights  granted  to the  syndicating  lending  bank  was  recorded  as  deferred
financing costs. The Company  recognized  periodically the estimated increase or
decrease in the value of the Mistic Rights; such amounts were not significant in
1996 or 1997.  In  connection  with the  refinancing  of the Former  Mistic Bank
Facility in May 1997, the Mistic Rights granted to the syndicating  lending bank
were  repurchased by the Company for $492,000;  the $177,000 excess of such cost
over  the then  recorded  value of such  rights  of  $315,000  was  recorded  as
"Interest  expense"  during 1997. In addition,  the Mistic Rights granted to the
two senior  officers were  canceled in 1997 in  consideration  for,  among other
things, their participation in the Triarc Beverage Plan.                        

     The Company  accounts for stock  options in  accordance  with the intrinsic
value method and,  accordingly,  has not recognized any compensation expense for
those stock  options  granted at option prices equal to the fair market value of
the Class A Common Stock at the  respective  dates of grant.  The  following pro
forma net income  (loss) and basic and diluted  income  (loss) per share adjusts
such data as set forth in the accompanying consolidated statements of operations
to reflect for the Equity Plans,  the Triarc  Beverage Plan and the Propane Plan
(in 1997 only) (i)  compensation  expense for all 1995 through 1998 stock option
grants, including those granted at below market option prices, based on the fair
value method, (ii) the reduction in compensation  expense recorded in accordance
with the intrinsic  value method by  eliminating  the  amortization  of unearned
compensation  associated  with options granted at below market option prices and
(iii) the income tax effects thereof (in thousands except per share data):      

                                                        [Enlarge/Download Table]


                                                 1996                     1997                     1998          
                                       -----------------------   ----------------------   -----------------------
                                           AS          PRO           AS            PRO         AS           PRO  
                                        REPORTED      FORMA       REPORTED        FORMA     REPORTED       FORMA 
                                        --------      -----       --------        -----     --------       ------
                                                                                                                 
Net income (loss)..................... $ (13,901)  $  (16,313)  $   (3,616)  $   (7,810)  $   14,636  $     6,613
Basic income (loss) per share.........      (.46)        (.55)        (.12)        (.26)         .48          .22
Diluted income (loss) per share.......      (.46)        (.55)        (.12)        (.26)         .46          .21


      The above pro forma disclosures are not likely to be representative of the
effects on net income and net income per common  share in future  years  because
pro forma  compensation  expense for grants (i) prior to 1995 is not considered,
(ii) under the Triarc Beverage Plan did not occur prior its adoption in 1997 and
(iii) under the Propane  Plan is not  included in 1998 (and will not be included
in future  years) as the Propane  Partnership  is accounted for under the equity
method of accounting commencing in 1998 (see Note 7).                           

      The fair value of stock options granted on the date of grant was estimated
using the Black-Scholes option pricing model with the following weighted average
assumptions:                                                                    

                                                        [Enlarge/Download Table]


                                                      1996                1997                     1998       
                                                  ----------  ----------------------------  ------------------
                                                                         TRIARC                        TRIARC 
                                                     EQUITY    EQUITY   BEVERAGE   PROPANE  EQUITY    BEVERAGE
                                                      PLAN      PLAN      PLAN      PLAN     PLAN       PLAN  
                                                      ----      ----      ----      ----     ----       ----  

                                                                                                              
Risk-free interest rate.............................  6.66%    6.36%      6.22%     6.00%    5.72%      5.54% 
Expected option life................................ 7 years  7 years    7 years   7 years  7 years    7 years
Expected volatility................................. 43.23%   40.26%       N/A     19.40%   31.95%       N/A  
Dividend yield......................................  None     None       None     10.28%    None       None  


      Prior to 1996 the Company agreed to pay to employees  terminated  prior to
1996  and  directors  who  were  not  reelected  during  1994  and 1995 who held
restricted stock and/or stock options, an amount in cash equal to the difference
between  the market  value of Triarc's  Class A Common  Stock and the base value
(see  below) of such  restricted  stock  and stock  options  (the  "Rights")  in
exchange  for such  restricted  stock  or  stock  options.  Such  exchanges  for
restricted stock were for 40,550 Rights prior to 1996 and for stock options were
263,700  and 12,500  Rights  prior to 1996 and in 1996,  respectively.  All such
exchanges  were for an equal  number  of  shares  of  restricted  stock or stock
options  except  that  4,550  Rights  were in  exchange  for  11,250  shares  of
restricted  stock.  The Rights which resulted from the exchange of stock options
had base prices  ranging  from  $10.75 to $30.75 per share and the Rights  which
resulted from the exchange of restricted  stock all had a base price of zero. Of
the 316,750 Rights  granted,  (i) 36,000 and 4,550 relating to restricted  stock
were exercised prior to 1996 and in 1996, respectively, (ii) 71,000, 108,700 and
80,000  relating to stock  options  expired  prior to 1996 and in 1996 and 1997,
respectively  and (iii) 16,500 relating to stock options were exercised in 1996.
Accordingly,  as of December 28, 1997 all Rights have been exercised or expired.
Upon issuance of the Rights the Company recorded a liability equal to the excess
of the then market  value of the Class A Common Stock over the base price of the
stock  options  or  restricted  stock  exchanged  with an  offsetting  charge to
compensation expense. Such liability was adjusted to reflect changes in the fair
market value of Class A Common Stock  subject to a lower limit of the base price
of the Rights. Such expense for 1996 and 1997 was insignificant.                

(12)  ACQUISITION RELATED COSTS                                                 

      Acquisition  related costs are attributed to the Snapple  Acquisition  and
the  Stewart's  Acquisition  during  1997 and  consisted  of the  following  (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                                                                  
Non-cash charges:                                                                                                 
   Write down glass front vending machines based on the Company's change in estimate                              
     of their value considering the Company's plans for their future use...............................$   12,557 
   Provide additional reserves for doubtful accounts related to Snapple ($2,254) and the effect                   
     of the Snapple Acquisition ($975) on collectibility of a receivable from MetBev, Inc.                        
     (see Note 22) based on the Company's change in estimate of the related write-off to                          
     be incurred.......................................................................................     3,229 

Cash obligations:                                                                                                 

   Provide additional reserves for legal matters based on the Company's change in Quaker's                        
     estimate of the amounts required reflecting the Company's plans and estimates of costs to                    
     resolve such matters..............................................................................     6,697 
   Provide for fees paid to Quaker pursuant to a transition services agreement.........................     2,819 
   Provide for the portion of promotional expenses relating to the period of 1997 prior to the                    
     Snapple Acquisition as a result of the Company's then current operating expectations..............     2,510 
   Provide for certain costs in connection with the successful consummation of the Snapple                        
     Acquisition and the Mistic refinancing in connection with entering into the Existing                         
     Beverage Credit Agreement.........................................................................     2,000 
   Provide for costs, principally for independent consultants, incurred in connection with the                    
     conversion of Snapple to the Company's operating and financial information systems................     1,603 
   Sign-on bonus related to the Stewart's Acquisition..................................................       400 
                                                                                                       ---------- 
                                                                                                       $   31,815 
                                                                                                       ===========


     As of December 28, 1997 and January 3, 1999 all cash  obligations  had been
liquidated other than $6,697,000 and $672,000,  respectively,  of the additional
reserves for legal matters.                                                     

(13)  FACILITIES RELOCATION AND CORPORATE RESTRUCTURING                         

      Facilities  relocation  and  corporate   restructuring  consisted  of  the
following (in thousands):                                                       

                                                        [Enlarge/Download Table]


                                                                                     1996(A)   1997(B) 
                                                                                     -------   ------- 

                                                                                                       
      Estimated restructuring charges associated with employee                                         
         severance and related termination costs.................................. $   2,200  $   5,426
      Employee relocation costs...................................................       --       1,337
      Write-off of certain beverage distribution rights...........................       --         300
      Costs related to the then planned spinoff of the Company's                                       
         restaurant/beverage group................................................       400         12
      Estimated costs related to the sublease of excess office space .............     3,700         --
      Costs of terminating a Mistic distribution agreement........................     1,300         --
      Estimated costs of a Royal Crown plant closing and other asset                                   
         disposals................................................................       600         --
      Consulting fees paid associated with combining certain operations                                
         of Royal Crown and Mistic ($500) and other costs ($100)..................       600         --
                                                                                   ---------  ---------
                                                                                   $   8,800  $   7,075
                                                                                   =========  =========
-------------------                                                                                    


(a)  The  1996  facilities   relocation  and  corporate   restructuring   charge
     principally   related  to  (i)  estimated   losses  on  planned   subleases
     (principally  for the  write-off of  nonrecoverable  unamortized  leasehold
     improvements  and  furniture  and  fixtures)  of surplus  office space as a
     result  of the  then  planned  sale of  company-owned  restaurants  and the
     relocation  (the "Royal Crown  Relocation")  of Royal Crown's  headquarters
     which were  centralized  with Triarc  Beverage  Holdings'  offices in White
     Plains,  New York, (ii) employee  severance costs associated with the Royal
     Crown Relocation, (iii) the termination of a Mistic distribution agreement,
     (iv) the shutdown of Royal Crown's Ohio production facility and other asset
     disposals,  (v) consultant  fees paid  associated  with  combining  certain
     operations of Royal Crown and Mistic and (vi) a then planned spinoff of the
Company's restaurant/beverage group.                                  

(b)  The  1997  facilities   relocation  and  corporate   restructuring   charge
     principally related to (i) employee severance and related termination costs
     and employee  relocation costs associated with restructuring the restaurant
     segment in connection with the RTM Sale (see Note 3), (ii) costs associated
     with the Royal Crown  Relocation  and (iii) the  write-off of the remaining
     unamortized  costs of certain beverage  distribution  rights  reacquired in
     prior years and no longer being  utilized by the Company as a result of the
     sale or  liquidation  of the assets and  liabilities  of MetBev,  Inc.,  an
affiliate (see Note 22).                                              

(14)  INVESTMENT INCOME, NET                                                    

      Investment  income,   net  consisted  of  the  following   components  (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                        1996          1997       1998   
                                                                        ----          ----       ----   

                                                                                                        
      Interest income ............................................. $    7,299  $     7,540  $   11,387 
      Realized gains on available-for-sale marketable securities...        700        4,849       4,589 
      Realized gains on sale of limited partnerships...............        --           --        4,186 
      Realized gains on securities sold and subsequently                                                
         purchased.................................................        --           --          809 
      Realized loss on trading marketable securities...............        --           --         (439)
      Unrealized gains on trading marketable securities............        --           --        2,675 
      Dividend income..............................................         70          382         715 
      Other than temporary unrealized losses (a)...................        --           --       (9,298)
      Unrealized losses on securities sold short...................        --           --       (3,069)
      Equity in the earnings of investment limited partnerships....        --            22         623 
                                                                    ----------  -----------  ---------- 
                                                                    $    8,069  $    12,793  $   12,178 
                                                                    ==========  ===========  ========== 
-----------                                                                                             

(a)   The  Company  recorded  charges in 1998 for  unrealized  losses on certain
      investments  in limited  partnerships  and  marketable  equity  securities
      classified as available-for-sale. Such charges have reduced the cost basis
      of those short-term  investments (see Note 5) and non-current  investments
      (see Note 7) by $8,403,000  and $895,000,  respectively.  Such losses were
      deemed  to be other  than  temporary  due to global  economic  conditions,
      volatility  in capital and lending  markets or declines in the  underlying
      economics of specific marketable equity securities experienced principally
in the third quarter of 1998.                                       

(15)  GAIN ON SALE OF BUSINESSES, NET                                           

      The "Gain on sale of  businesses,  net" as reflected  in the  accompanying
consolidated statements of operations was $77,000,000, $4,955,000 and $7,215,000
in 1996,  1997 and 1998,  respectively.  The gain in 1996 resulted from a pretax
gain of $85,175,000 from the Propane  Offerings in the Propane  Partnership (see
Note 3) less (i) a pretax loss of  $4,500,000  from the  Graniteville  Sale (see
Note 3) and (ii) a pretax loss of $3,675,000 associated with the write-down of a
receivable  due from MetBev,  Inc. (see Note 22). The gain in 1997  consisted of
(i) $8,468,000 of recognition of deferred gain from the Propane Offerings in the
Propane  Partnership  and (ii) $576,000 of recognized  gain on the C&C Sale (see
Note 3),  less  $4,089,000  of loss from the RTM Sale (see Note 3).  The gain in
1998 consisted of (i) $4,702,000 of gain from the sale of Select  Beverages (see
Note 7), (ii)  $2,199,000 of additional  recognition  of Deferred Gains from the
Propane  Offerings in the Propane  Partnership  and (iii) $314,000 of additional
recognition of deferred gain from the C&C Sale.                                 

(16) OTHER INCOME (EXPENSE), NET                                                

      Other income  (expense),  net  consisted of the following  components  (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                        1996           1997        1998   
                                                                        ----           ----        ----   

                                                                                                          
      Interest income ............................................. $    1,264   $     1,529   $    1,224 
      Net gain (loss) on other sales of assets.....................        (38)        1,344          465 
      Equity in earnings (losses) of investees (Notes 7 and 27)....        --            563       (4,454)
      Cost of proposed going-private transaction not                                                      
         consummated (Note 26).....................................        --            --          (900)
      Joint venture investment settlement (a)......................     (1,500)       (3,665)         --  
      Posner settlement (b)........................................        --          1,935          --  
      Gain on lease termination....................................        --            892          --  
      Other, net ..................................................        148         1,250        1,879 
                                                                    ----------   -----------   ---------- 
                                                                    $     (126)  $     3,848   $   (1,786)
                                                                    ==========   ===========   ========== 

-------------------                                                                                       

(a)  In 1994 Chesapeake Insurance and SEPSCO invested  approximately  $5,100,000
     in a joint venture with Prime Capital Corporation  ("Prime").  Subsequently
     in 1994,  SEPSCO and Chesapeake  Insurance  terminated their investments in
     such  joint  venture  and  received  in  return  an  aggregate   amount  of
     approximately  $5,300,000.  In March 1995 three creditors of Prime filed an
     involuntary  bankruptcy  petition under the Federal bankruptcy code against
     Prime.  In November  1996 the  bankruptcy  trustee  appointed  in the Prime
     bankruptcy case made a demand on Chesapeake Insurance and SEPSCO for return
     of the  approximate  $5,300,000.  In January  1997 the  bankruptcy  trustee
     commenced  adversary  proceedings  against Chesapeake  Insurance and SEPSCO
     seeking the return of the  approximate  $5,300,000  alleging  such payments
     from  Prime were  preferential  or  constituted  fraudulent  transfers.  In
     November  1997  Chesapeake  Insurance,  SEPSCO and the  bankruptcy  trustee
     agreed to a settlement  of the actions and, in  conjunction  therewith,  in
     December  1997  SEPSCO  and  Chesapeake  Insurance   collectively  returned
     $3,550,000 to Prime. In 1996 the Company  recorded its then estimate of the
     minimum costs to defend its position or settle the action of $1,500,000. In
     1997 the Company recorded the remaining costs of $3,665,000,  reflecting an
aggregate $1,615,000 of related legal and expert fees.                

(b)  In June 1997 the  Company  entered  into a  settlement  agreement  with the
     Posner  Entities  pursuant  to which the Posner  Entities  paid the Company
     $2,500,000 in exchange for, among other things, dismissal of certain claims
     against the Posner Entities. The $2,500,000, less $356,000 of related legal
     expenses and  reimbursement  of previously  incurred  costs,  resulted in a
     pretax  gain  of  $2,144,000,   of  which  $209,000  reduced  "General  and
     administrative" as a recovery of legal expenses originally reported therein
and $1,935,000 was reported as "Other income (expense), net".         

(17)  DISCONTINUED OPERATIONS                                                   

      On December 23, 1997 the Company  consummated  the C.H.  Patrick Sale (see
Note 3) which has been  accounted  for as a  discontinued  operation in 1996 and
1997 in the accompanying  consolidated financial statements.  In addition, prior
to 1996 the  Company  sold the stock or the  principal  assets of the  companies
comprising  SEPSCO's utility and municipal  services and refrigeration  business
segments (the "SEPSCO Discontinued Operations") which have been accounted for as
discontinued  operations  and of which  there  remain  certain  obligations  not
transferred  to the buyers of the  discontinued  businesses to be liquidated and
incidental plants and properties of the refrigeration business to be sold.      

      During 1998 the Company settled a $3,000,000 note receivable from National
Cold Storage,  Inc., a company formed by two then officers of SEPSCO to purchase
one of the  refrigeration  businesses,  for $2,600,000.  The note,  which had an
original  due  date of  December  20,  2000,  was not  recognized  prior  to its
collection  since at the time of sale,  collection  thereof  was not  reasonably
assured.  In connection with such collection and a reevaluation of the remaining
obligations  of the SEPSCO  Discontinued  Operations,  during  1998 the  Company
recorded  a  $4,000,000  reduction  before  income  taxes of  $1,400,000  of its
previously  recognized  estimated losses on disposal of the SEPSCO  Discontinued
Operations recognized prior to 1996.                                            

      The income from  discontinued  operations  consisted of the  following (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                     1996       1997        1998  
                                                                     ----       ----        ----  
                                                                                                  
Income from discontinued operations net of                                                        
   income taxes of $3,360 and $943 ............................... $   5,213  $   1,209  $     -- 
Gain on disposal of discontinued operations                                                       
   net of income taxes of $13,768 and $1,400......................       --      19,509      2,600
                                                                   ---------  ---------  ---------
                                                                   $   5,213  $  20,718  $   2,600
                                                                   =========  =========  =========


     The income from  discontinued  operations  to the December 23, 1997 date of
the C.H. Patrick Sale consisted of the following (in thousands):                

                                                 1996           1997
                                                 ----           ----

  Revenues.......................................$  61,064    $   65,227
  Operating income...............................   10,874         5,405
  Income before income taxes.....................    8,573        35,429
   Provision for income taxes ....................   (3,360)      (14,711)
  Net income ....................................    5,213        20,718

      The only remaining  assets or  liabilities  of the Company's  discontinued
operations  as of  December  28,  1997 and  January 3, 1999 are the net  current
liabilities  of  the  SEPSCO  Discontinued   Operations  (included  in  "Accrued
expenses") of $4,339,000 and $3,237,000,  respectively,  which are net of assets
held for sale of $647,000 and $234,000, respectively.                           

      Losses  associated with the SEPSCO  Discontinued  Operations were provided
for in their entirety in years prior to 1996. After consideration of the amounts
provided in prior years,  the Company  expects the  liquidation of the remaining
liabilities associated with the SEPSCO Discontinued  Operations as of January 3,
1999 will not have any  material  adverse  impact on its  financial  position or
results of operations.                                                          

(18)  EXTRAORDINARY ITEMS                                                       

      The 1996 extraordinary items resulted from the early extinguishment of (i)
the Company's 11 7/8% senior  subordinated  debentures  due February 1, 1998, in
February 1996,  (ii) all of the debt of the Textile  Business in connection with
the Graniteville Sale (see Note 3) in April 1996, (iii) substantially all of the
long-term  debt of  National  Propane  on July 2,  1996 in  connection  with the
Propane  Sale (see Note 3) and (iv) a 9 1/2%  promissory  note  payable  with an
outstanding  balance of $36,487,000  (including  accrued interest of $1,790,000)
for cash of $27,250,000 on July 1, 1996. The 1997  extraordinary  items resulted
from the  early  extinguishment  or  assumption  of (i) the  Mortgage  Notes and
Equipment  Notes  assumed by RTM in  connection  with the RTM Sale (see Note 3),
(ii) obligations under the Former Mistic Bank Facility in May 1997 refinanced in
connection with entering into the Existing  Beverage Credit  Agreement (see Note
8) and (iii) obligations  under C.H.  Patrick's credit facility in December 1997
in connection  with the C.H.  Patrick Sale (see Note 3). The  components of such
extraordinary items were as follows (in thousands):                             

                                                         1996         1997
                                                         ----         ----

Write-off of previously unamortized deferred                        
         financing costs................................$  (10,469)  $ (6,178)
Write-off of previously unamortized original                        
        issue discount.................................    (1,776)        --
    Prepayment penalties...............................    (5,744)        --
    Fees...............................................      (250)        --
    Discount from principal on early extinguishment....     9,237         --
                                                       ----------   --------
                                                            (9,002)    (6,178)
    Income tax benefit.................................     3,586      2,397
                                                       ----------   --------
                                                        $   (5,416)  $ (3,781)
                                                       ==========   ========

(19)   PRO FORMA OPERATING DATA                                                 

      As a result of  significant  transactions  during the years ended December
31, 1996,  December 28, 1997 and January 3, 1999,  the results of operations for
such years are not comparable.  Accordingly, the following Pro Forma Data of the
Company are set forth in order to present the results of  operations of 1996 and
1997 on a more consistent  basis with those of 1998. The Pro Forma Data for such
years have been  prepared by adjusting the  historical  data as set forth in the
accompanying consolidated statements of operations for such years to give effect
to for 1996 and 1997 (i) the Snapple Acquisition and related  transactions,  the
RTM  Sale,  the  Stewart's  Acquisition  and the C&C  Sale on a  combined  basis
(collectively,  the "1997  Transactions" - see Note 3), (ii) the Deconsolidation
(see Note 7) and (iii) the Offering and the Equity Repurchase, which occurred on
February  9,  1998  and,  accordingly,  was  included  in the  1998  results  of
operations for substantially  the full year (see Note 8) and  additionally,  for
1996 only, the Graniteville Sale and the Propane Sale  (collectively,  the "1996
Transactions"-  see Note 3), as if all of such transactions had been consummated
on January 1, 1996.  Such Pro Forma Data is presented for  comparative  purposes
only and does not purport to be indicative of the  Company's  actual  results of
operations had such transactions actually been consummated on January 1, 1996 or
of the Company's  future  results of operations and are as follows (in thousands
except per share amounts):                                                      

                                                        [Enlarge/Download Table]

                                                                                                          PRO FORMA  
                                                                           PRO FORMA                        FOR THE  
                                                                            FOR THE       PRO FORMA      OFFERING AND
                                                              AS             1997          FOR THE        THE EQUITY 
                                                           REPORTED      TRANSACTIONS  DECONSOLIDATION    REPURCHASE 
                                                           --------      ------------  ---------------    ---------- 
                                                                                                                     
1997 (UNAUDITED)                                                                                                     
     Revenues...........................................$    861,321   $     980,254     $   815,085    $    815,085 
     Operating profit...................................      26,962          31,290          21,683          21,683 
     Loss from continuing operations....................     (20,553)        (21,785)        (21,785)        (26,049)
     Loss from continuing operations per share..........        (.68)           (.69)           (.69)           (.85)


                                                        [Enlarge/Download Table]


                                                                                                        PRO FORMA  
                                                        PRO FORMA     PRO FORMA                          FOR THE   
                                                         FOR THE       FOR THE         PRO FORMA      OFFERING AND 
                                           AS             1996          1997            FOR THE        THE EQUITY  
                                        REPORTED      TRANSACTIONS  TRANSACTIONS    DECONSOLIDATION    REPURCHASE  
                                        --------      ------------  ------------    ---------------    ----------- 

                                                                                                                   
1996 (UNAUDITED)                                                                                                   
     Revenues.........................$    928,185   $    780,176   $   1,119,836   $      946,576   $     946,576 
     Operating loss...................     (17,853)       (24,648)         (5,954)         (21,540)        (21,540)
     Loss from continuing                                                                                          
       operations.....................     (13,698)       (12,916)        (14,618)         (14,618)        (18,882)
     Loss from continuing                                                                                          
       operations per share...........        (.46)          (.43)           (.46)            (.46)           (.62)


(20)     RETIREMENT AND OTHER BENEFIT PLANS                                     

     The  Company  maintains  several  401(k)  defined  contribution  plans (the
"Plans")  covering  all of the  Company's  employees  who meet  certain  minimum
requirements  and elect to  participate  including  subsequent to (i) January 1,
1996  employees of Mistic,  (ii) May 22, 1997  certain  employees of Snapple and
(iii) May 1, 1998 employees of Cable Car and excluding those  employees  covered
by plans under  certain  union  contracts.  Under the  provisions  of the Plans,
employees may contribute various percentages of their compensation ranging up to
a maximum of 15%, subject to certain limitations.  The Plans provide for Company
matching contributions at either (i) 25% (for the Propane Partnership - see Note
7 for  discussion  of the  effect  of the  Deconsolidation  in  1998)  or 50% of
employee  contributions  up to the first 5%  thereof  or (ii)  100% of  employee
contributions  up to the first 3% thereof.  In addition,  the Plans also provide
for annual Company  contributions  either equal to 1/4 of 1% of employee's total
compensation (for the Propane  Partnership) or a discretionary  aggregate amount
to be  determined by the employer.  In  connection  with both of these  employer
contributions,   the  Company  provided  as  compensation   expense  $1,885,000,
$1,731,000 and $1,692,000 in 1996, 1997 and 1998, respectively.                 

     The Company maintains defined benefit plans for eligible  employees through
December 31, 1988 of certain  subsidiaries,  benefits under which were frozen in
1992.  The net  periodic  pension cost for 1996,  1997 and 1998,  as well as the
accrued  pension  cost as of  December  28,  1997  and  January  3,  1999,  were
insignificant.                                                                  

     Under certain union contracts,  the Propane Partnership is required to make
payments to the unions'  pension  funds based upon hours  worked by the eligible
employees.  In  connection  with these  union  plans,  the  Propane  Partnership
provided  $669,000 in 1996 and $614,000 in 1997.  Following the  Deconsolidation
(see Note 7) the effect of such provisions is limited to the Company's equity in
the earnings or losses of the Propane Partnership.                              

     The Company  maintains  unfunded  postretirement  medical and death benefit
plans for a limited  number  of  retired  employees  who have  provided  certain
minimum  years of service.  The medical  benefits are  principally  contributory
while death  benefits are  noncontributory.  Prior to the April 1996 sale of the
Textile Business,  a limited number of active employees,  upon retirement,  were
also covered.  The net  postretirement  benefit cost for 1996, 1997 and 1998, as
well as the  accumulated  postretirement  benefit  obligation as of December 28,
1997 and January 3, 1999, were insignificant.                                   

(21)  LEASE COMMITMENTS                                                   

     The Company leases  buildings and improvements and machinery and equipment.
Prior to the RTM Sale,  some leases  provided for contingent  rentals based upon
sales volume.  In connection  with the RTM Sale in May 1997,  substantially  all
operating and capitalized lease obligations associated with the sold restaurants
were assumed by RTM,  although the Company  remains  contingently  liable if the
future  lease  payments  (which  could   potentially   aggregate  a  maximum  of
approximately  $98,000,000  as of  January  3,  1999  assuming  RTM has made all
scheduled  payments to date under such lease  obligations)  are not made by RTM.
The Company  provided  $9,677,000 in "Reduction in carrying  value of long-lived
assets  to be  disposed"  in 1996  representing  the  present  value  of  future
operating lease payments  relating to certain  equipment  transferred to RTM but
the obligations for which remain with the Company.                              

     Rental expense under operating leases consisted of the following components
(in thousands):                                                                 

                                  1996         1997           1998
                                  ----         ----           ----

    Minimum rentals............  $   28,377  $    20,934    $   13,342
   Contingent rentals.........         794          204           --
                                 ----------  -----------    ----------
                                     29,171       21,138        13,342
    Less sublease income.......       5,460        6,027         4,354
                                 ----------  -----------    ----------
                                 $   23,711  $    15,111    $    8,988
                                 ==========  ===========    ==========

      The Company's  future minimum rental  payments and sublease  rental income
for leases  having an initial  lease term in excess of one year as of January 3,
1999,  excluding  $4,586,000  as of  January 3, 1999 of those  remaining  future
operating  lease payments for which the Company has provided as set forth above,
are as follows (in thousands):                                                  

                                                        [Enlarge/Download Table]


                                                                              RENTAL PAYMENTS          SUBLEASE
                                                                         -------------------------     INCOME- 
                                                                         CAPITALIZED    OPERATING     OPERATING
                                                                           LEASES        LEASES        LEASES  
                                                                           ------        ------        ------  

                                                                                                               
1999.......................................................................$     41    $   11,657   $    2,953 
2000.......................................................................      35        11,070        2,909 
2001.......................................................................      35        10,897        2,711 
2002.......................................................................      35         8,733          636 
2003.......................................................................      26         5,938          400 
Thereafter.................................................................      39        29,934        1,665 
                                                                           --------   -----------   ---------- 
  Total minimum payments...................................................     211   $    78,229   $   11,274 
                                                                                      ===========   ========== 
Less interest..............................................................      53                            
                                                                           --------                            
Present value of minimum capitalized lease payments.......................$     158                            
                                                                          =========                            


      The present value of minimum  capitalized  lease payments is included,  as
applicable,  with "Long-term debt" or "Current portion of long-term debt" in the
accompanying consolidated balance sheets (see Note 8).                          

(22)  TRANSACTIONS WITH RELATED PARTIES                                         

      The  Company  leases   aircraft  owned  by  Triangle   Aircraft   Services
Corporation  ("TASCO"),  a company  owned by the  Chairman  and Chief  Executive
Officer  and the  President  and Chief  Operating  Officer of the  Company  (the
"Executives"),  for a base annual rent,  commencing  at $3,258,000 as of May 21,
1997,  plus an October  1, 1997 cost of living  adjustment  and  annual  cost of
living adjustments thereafter.  Prior thereto, the rental payments were based on
a base rental payment of $1,800,000  effective  October 1, 1993,  which was also
indexed for annual cost of living adjustments.  In addition, in 1997 the Company
paid TASCO  $2,500,000 for (i) an option to continue the lease for an additional
five years  effective  September  30,  1997 and (ii) the  agreement  by TASCO to
replace one of the aircraft  covered under the lease.  Such  $2,500,000 is being
amortized to rental  expense over the  five-year  period  commencing  October 1,
1997.  In connection  with such lease and the  amortization  of the option,  the
Company had rent expense of $1,973,000, $2,876,000 and $3,885,000 for 1996, 1997
and 1998, respectively.  Pursuant to this arrangement, the Company also pays the
operating and maintenance expenses of the aircraft directly to third parties.   

      The Company  subleased  through  January 31, 1996 from an affiliate of the
Executives  approximately  26,800  square feet of furnished  office space in New
York, New York owned by an unaffiliated third party.  Rental expense for January
1996 for such subleases, including operating expenses, net of a $106,000 deposit
applied  to the rent and  excluding  $30,000  received  by the  Company  for its
sublease  of a portion of such space was  $61,000.  Such amount is less than the
rent such affiliates paid to the unaffiliated landlords but represents an amount
the Company believes it would have paid an unaffiliated  third party for similar
improved office space.                                                          

      Prior  to 1996 the  Company  acquired  preferred  stock  in  MetBev,  Inc.
("MetBev")  representing a 37.5% voting  interest and a warrant to acquire 37.5%
of the  common  stock of MetBev for  $1,000,000  and a license  for a  five-year
period for the Royal Crown distribution rights for its products in New York City
and certain surrounding counties. Such investment was written off prior to 1996.
In December  1996 the  distribution  rights of MetBev were sold to a third party
(the  "MetBev   Purchaser")  for  minimum  payments  over  a  three-year  period
aggregating  $1,050,000  and MetBev  commenced the  liquidation of its remaining
assets and liabilities.  In connection therewith,  the Company's voting interest
in MetBev  increased to 44.7%  principally due to the cancellation of non-vested
stock owned by third  parties.  The Company has not received any payments on the
$1,050,000  from the MetBev  Purchaser  and, as of December  28,  1997,  did not
expect to collect  any  payments  due to  financial  difficulties  of the MetBev
Purchaser  which the Company  believes were due to competitive  pressures on the
MetBev   Purchaser   following  the  Snapple   Acquisition   and  the  Company's
revitalization  of Snapple (see  below).  The MetBev  Purchaser  has remained in
business and during 1997 and 1998 continued to purchase Royal Crown product. The
Company has withheld a portion of  promotional  allowances  otherwise due to the
MetBev Purchaser and offset such amounts against the $1,050,000  purchase price.
In 1996 the Company  provided a reserve  for  $3,675,000,  including  $2,475,000
loaned  in  1996,  of  outstanding  loans to  MetBev  under a  revolving  credit
agreement between Triarc and MetBev since MetBev had incurred significant losses
from its  inception and had a  stockholders'  deficit as of December 31, 1996 of
$8,943,000.  Such  provision  was  reported as a  reduction  of "Gain on sale of
businesses, net" (see Note 15). Further, the Company provided $2,000,000 in 1996
in "Advertising,  selling and distribution"  for uncollectible  receivables from
sales (with  minimal gross  profit) of finished  product to MetBev.  In 1997 the
Company provided a reserve for its remaining receivables from MetBev,  including
$539,000  advanced in 1997 for costs incurred to liquidate the remaining  assets
and  liabilities  and related  close-down  costs,  since MetBev's only source of
funds to pay the Company would be collection of the $1,050,000  purchase  price.
Such  provision  after  offsetting  $384,000   principally   reflecting  amounts
otherwise payable to the MetBev Purchaser,  amounted to $975,000 and is included
in  "Acquisition  related" costs (see Note 12). During the year ended January 3,
1999, the Company reversed  $474,000 in "Advertising,  selling and distribution"
of  the  reserve  for  uncollectible  amounts  due  from  the  MetBev  Purchaser
representing the offset of promotional  allowances  otherwise owed to the MetBev
Purchaser.                                                                      

     On October 12, 1998 the Company  announced  that its Board of Directors had
formed a Special  Committee  to  evaluate a  proposal  (the  "Proposal")  it had
received from the  Executives  for the  acquisition by an entity to be formed by
them of all of the  outstanding  shares of  Triarc's  common  stock  (other than
approximately  6,000,000  shares owned by an affiliate  of the  Executives)  for
$18.00 per share payable in cash and securities  (the  "Proposed  Transaction").
See Note 26 for  discussion of the  withdrawal of the Proposal by the Executives
during the first quarter of 1999.                                               

      Subsequent  to the receipt of the  Proposal,  a series of purported  class
action  lawsuits  on behalf of  stockholders  have been  filed  challenging  the
Proposed  Transaction.  Each of the pending  lawsuits  names the Company and the
members of its Board of Directors as defendants.  The complaints  allege,  among
other things,  that the Proposed  Transaction  would  constitute a breach of the
directors'  fiduciary duties and that the proposed  consideration to be paid for
the shares of Class A Common Stock is unfair and demand,  in addition to damages
and costs,  that the  Proposed  Transaction  be enjoined.  To date,  none of the
defendants  has responded to the  complaints.  The Company does not believe that
the  outcome  of these  actions  will  have a  material  adverse  effect  on its
consolidated  financial  position  or  results  of  operations.  See Note 26 for
discussion of an amendment to this complaint filed in March 1999.               

      See also Notes 7, 8 and 11 with respect to other transactions with related
parties.                                                                        

(23)  LEGAL AND ENVIRONMENTAL MATTERS                                           

      In addition to the shareholder  lawsuits described in Notes 22 and 26, the
Company  is  involved  in other  litigation,  claims and  environmental  matters
incidental  to its  businesses.  The  Company  has  reserves  for such legal and
environmental  matters aggregating  approximately  $1,884,000 (see Note 6) as of
January 3, 1999.  Although the outcome of such matters  cannot be predicted with
certainty and some of these may be disposed of unfavorably to the Company, based
on  currently  available  information  and  given the  Company's  aforementioned
reserves, the Company does not believe that such legal and environmental matters
will have a material adverse effect on its consolidated results of operations or
financial position.                                                             

(24)  BUSINESS SEGMENTS                                                         

      Effective  for the  fourth  quarter  of  1998,  the  Company  has  adopted
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 131 ("SFAS  131")
"Disclosures  about  Segments of an Enterprise  and Related  Information"  which
supersedes  SFAS  No.  14  "Financial  Reporting  for  Segments  of  a  Business
Enterprise".  SFAS 131 establishes new standards for disclosure of financial and
descriptive  information  by  operating  segment in the  Company's  consolidated
financial  statements.  SFAS  131  utilizes  a  management  approach  to  define
operating segments along the lines used by management  internally for evaluating
segment performance and deciding resource  allocations to segments.  The Company
manages and internally  reports its operations by business segments which, under
the  criteria of SFAS 131,  are:  premium  beverages,  soft drink  concentrates,
restaurants  and propane  (see Note 2 for a  description  of each  segment).  As
discussed in Note 3, the Propane  Sale,  principally  in July 1996,  reduced the
Company's ownership of the propane business from 100% to 42.3%. (See Notes 7 and
27 for  discussion  of the proposed sale of  substantially  all of the Company's
remaining  ownership interests in the propane business).  Revenues,  EBITDA (see
definition below),  depreciation and amortization and operating profit (loss) of
the propane segment for 1996 and 1997, however, reflect 100% of each such amount
with the minority  interest in the income of the propane business  reported as a
deduction from "Loss from continuing operations before income taxes and minority
interests".  Further, as discussed in Notes 3 and 7, effective December 28, 1997
the  Company's  operations  representing  the propane  segment are accounted for
using the equity method of accounting in accordance with the Deconsolidation. As
a result of the Deconsolidation and the recognition of Deferred Gains, there are
no (i) revenues, EBITDA (see definition below), depreciation and amortization or
operating profit (loss) for the year ended January 3, 1999 or (ii)  identifiable
assets as of December 28, 1997 or January 3, 1999, of the propane  segment.  The
premium beverage  segment consists of Mistic and the operations  acquired in (i)
the  Snapple  Acquisition  (see  Note 3)  commencing  May 22,  1997 and (ii) the
Stewart's  Acquisition  (see Note 3) commencing  November 25, 1997.  The textile
segment  represents  only the  Textile  Business  (see Note 3) until its sale on
April 29, 1996 since the C.H.  Patrick Sale on December  23, 1997 was  accounted
for as a discontinued operation (see Notes 3 and 17).                           

      The Company evaluates segment performance and allocates resources based on
each segment's  earnings before interest,  taxes,  depreciation and amortization
and reduction in carrying value of long-lived assets to be disposed  ("EBITDA").
Information  concerning  the segments in which the Company  operates is shown in
the table  below.  EBITDA has been  computed  as  operating  profit  (loss) plus
depreciation  and  amortization.  Operating  profit  (loss) has been computed as
revenues less operating  expenses.  In computing  EBITDA and operating profit or
loss,  interest  expense and  non-operating  income and  expenses  have not been
considered.  Operating  loss for the  restaurant  segment  for 1996  reflects  a
provision of  $64,300,000  for the reduction in the carrying value of long-lived
assets to be disposed (see Note 3).  EBITDA and operating  loss for 1996 reflect
$8,800,000 of facilities  relocation  and corporate  restructuring  charges (see
Note  13),  of  which  $1,450,000  relates  to  the  premium  beverage  segment,
$3,950,000 relates to the soft drink concentrate segment,  $2,400,000 relates to
the restaurant segment and $1,000,000  relates to general corporate.  EBITDA and
operating loss for 1997 reflect (i) $31,815,000 of acquisition related costs for
the premium  beverage  segment (see Note 12) and (ii)  $7,075,000  of facilities
relocation and corporate  restructuring  charges (see Note 13), of which $29,000
relates to the premium beverage  segment,  $1,437,000  relates to the soft drink
concentrate  segment,  $5,597,000  relates to the restaurant segment and $12,000
relates to general  corporate.  Identifiable  assets by segment are those assets
that are used in the Company's  operations in each  segment.  General  corporate
assets  consist  primarily  of  cash  and  cash   equivalents,   short-term  and
non-current investments, properties and deferred financing costs.               

      The products and services in each of the Company's segments are relatively
homogeneous  and,  as  such,  revenues  by  product  and  service  have not been
reported.  The Company's  operations  are  principally in the United States with
foreign operations representing less than 3% of revenues in 1996, 1997 and 1998.
Accordingly,  revenues and assets by  geographical  area have not been presented
since they are insignificant.  In addition,  no customer accounted for more than
10% of consolidated revenues in 1996, 1997 or 1998.                             

      The following is a summary of the Company's  segment  information  for the
years ended December 31, 1996,  December 28, 1997 and January 3, 1999 or, in the
case of identifiable assets, as of the end of such periods:                     

                                                        [Enlarge/Download Table]


                                                                   1996           1997            1998     
                                                                   ----           ----            ----     
                                                                             (IN THOUSANDS)                
                                                                                                           
Revenues:                                                                                                  
     Premium beverages.......................................$     131,083   $    408,841    $     611,545 
     Soft drink concentrates.................................      178,059        146,882          124,868 
     Restaurants.............................................      288,293        140,429           78,623 
     Propane.................................................      173,260        165,169              --  
     Textiles................................................      157,490            --               --  
                                                             -------------   ------------    ------------  
         Consolidated revenues...............................$     928,185   $    861,321    $     815,036 
                                                             =============   ============    ============= 
EBITDA:                                                                                                    
     Premium beverages.......................................$      13,381   $      5,561    $      77,779 
     Soft drink concentrates.................................       17,518         18,504           17,006 
     Restaurants.............................................       31,819         31,200           43,180 
     Propane.................................................       26,710         21,910              --  
     Textiles................................................       10,256            --               --  
     General corporate.......................................       (7,222)       (10,894)         (20,902)
                                                             -------------   ------------    ------------- 
         Consolidated EBITDA.................................       92,462         66,281          117,063 
                                                             -------------   ------------    ------------- 
Less depreciation and amortization:                                                                        
     Premium beverages.......................................        7,233         16,236           21,665 
     Soft drink concentrates.................................        6,471          6,340            8,640 
     Restaurants.............................................       16,260          2,668            2,503 
     Propane.................................................       11,124         12,303              --  
     Textiles................................................        4,940            --               --  
     General corporate.......................................          (13)         1,772            2,413 
                                                             -------------   ------------    ------------- 
         Consolidated depreciation and amortization..........       46,015         39,319           35,221 
                                                             -------------   ------------    ------------- 
Less reduction in carrying value of long-lived assets                                                      
    to be disposed:                                                                                        
     Restaurants.............................................       64,300            --               --  
                                                             -------------   ------------    ------------  
Operating profit (loss):                                                                                   
     Premium beverages.......................................        6,148        (10,675)          56,114 
     Soft drink concentrates.................................       11,047         12,164            8,366 
     Restaurants.............................................      (48,741)        28,532           40,677 
     Propane.................................................       15,586          9,607              --  
     Textiles................................................        5,316            --               --  
     General corporate.......................................       (7,209)       (12,666)         (23,315)
                                                             -------------   ------------    ------------- 
         Consolidated operating profit (loss)................      (17,853)        26,962           81,842 
Equity in the loss of the propane segment....................          --             --            (2,785)
                                                             -------------   ------------    ------------- 
                                                                   (17,853)        26,962           79,057 
Interest expense.............................................      (71,025)       (71,648)         (70,806)
Gain on sale of businesses, net..............................       77,000          4,955            7,215 
Investment income, net.......................................        8,069         12,793           12,178 
Other income (expense), net..................................         (126)         3,848              999 
                                                             -------------   ------------    ------------- 
         Consolidated income (loss) from continuing                                                        
            operations before income taxes and minority                                                    
            interests........................................$      (3,935)  $    (23,090)   $      28,643 
                                                             =============   ============    ============= 
Identifiable assets:                                                                                       
     Premium beverages.......................................$     109,967   $    580,340    $     535,565 
     Soft drink concentrates.................................      194,571        194,603          171,647 
     Restaurants.............................................      132,296         51,759           52,267 
     Propane.................................................      156,192            --               --  
                                                             -------------   ------------    ------------  
         Total identifiable assets...........................      593,026        826,702          759,479 
     General corporate assets................................      222,455        178,171          260,413 
     Discontinued operations.................................       16,304            --               --  
                                                             -------------   ------------    ------------  
         Consolidated identifiable assets....................$     831,785   $  1,004,873    $   1,019,892 
                                                             =============   ============    ============= 


(25)  QUARTERLY INFORMATION (UNAUDITED)                                         

                                                        [Enlarge/Download Table]


                                                                              THREE MONTHS ENDED                     
                                                      -------------------------------------------------------------- 
                                                      MARCH 30,      JUNE 29, (A)   SEPTEMBER 28,    DECEMBER 28, (B)
                                                      ---------      ------------   -------------    ----------------
                                                                 (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)             

1997                                                                                                                 
                                                                                                                     
     Revenues.......................................$   189,156   $     208,287   $    258,562     $     205,316     
     Gross profit, excluding depreciation and                                                                        
        amortization (c)............................     80,990          97,987        129,348           100,684     
     Operating profit (loss)........................     15,984         (31,118)        23,534            18,562     
     Income (loss) from continuing operations ......     (1,638)        (31,973)        10,301             2,757     
     Discontinued operations (Note 17)..............        461             804            639            18,814     
     Extraordinary charges (Note 18)................        --           (2,954)           --               (827)    
     Net income (loss)..............................     (1,177)        (34,123)        10,940            20,744     
     Basic income (loss) per share (d):                                                                              
        Continuing operations.......................       (.06)          (1.07)           .34               .09     
        Discontinued operations.....................        .02             .03            .02               .62     
        Extraordinary charges ......................        --             (.10)           --               (.03)    
        Net income (loss)...........................       (.04)          (1.14)           .36               .68     
     Diluted income (loss) per share (d):                                                                            
        Continuing operations.......................       (.06)          (1.07)           .33               .09     
        Discontinued operations.....................        .02             .03            .02               .59     
        Extraordinary charges.......................        --             (.10)           --               (.03)    
        Net income (loss)...........................       (.04)          (1.14)           .35               .65     

                                                                             THREE MONTHS ENDED                      
                                                    -----------------------------------------------------------------
                                                      MARCH 29,      JUNE 28, (E)  SEPTEMBER 27, (F)  JANUARY 3, 1999
                                                      ---------      -----------   -----------------  ---------------
                                                                 (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)             

1998                                                                                                                 
    Revenues........................................$   172,053   $     232,891   $    247,031      $    163,061     
    Gross profit, excluding depreciation and                                                                         
        amortization (c)............................     92,693         118,638        124,280            88,542     
    Operating profit................................      9,896          22,834         28,767            20,345     
    Income from continuing operations ..............      1,595           8,069          2,252               120     
    Discontinued operations (Note 17)...............      2,600             --             --                --      
    Net income .....................................      4,195           8,069          2,252               120     
    Basic income per share (d):                                                                                      
        Continuing operations.......................        .05             .26            .07               --      
        Discontinued operations.....................        .08             --             --                --      
        Net income..................................        .13             .26            .07               --      
    Diluted income per share (d):                                                                                    
        Continuing operations.......................        .05             .25            .07               --      
        Discontinued operations.....................        .08             --             --                --      
        Net income..................................        .13             .25            .07               --      


      (a) The results for the three months  ended June 29, 1997 were  materially
affected by (i)  acquisition  related costs (see Note 12) of the then  estimated
$32,440,000  or  $19,789,000  net of  $12,651,000 of income tax benefit and (ii)
facilities  relocation  and  corporate  restructuring  charges  (see Note 13) of
$5,467,000 or $3,362,000 net of $2,105,000 of income tax benefit.               

      (b) The  results  for the  three  months  ended  December  28,  1997  were
materially affected by a gain on disposal of discontinued operations relating to
the C.H.  Patrick Sale of $33,277,000  (see Note 3) or $19,509,000 net of income
tax provision of $13,768,000.                                                   

      (c) Commencing  with the fourth quarter of 1998, the Company reports "Cost
of  sales,  excluding  depreciation  and  amortization"  and  "Depreciation  and
amortization,  excluding  amortization  of  deferred  financing  costs"  in  its
accompanying consolidated statements of operations. Accordingly, gross profit is
now reported excluding  depreciation and amortization.  In addition,  commencing
with the first quarter of 1998, the purchase cost of the raw material  aspartame
is reported in cost of sales net of any promotional or other  discounts  whereas
in 1997 such discounts had been reported as reductions to "Advertising,  selling
and distribution "expenses. Accordingly, the amounts reported as gross profit in
this table have been reclassified from amounts previously  reported or derivable
to report gross profit before  depreciation  and  amortization and after credits
related to aspartame  purchases for each of the four quarters of 1997 and before
depreciation and amortization for each of the first three quarters of 1998.     

      (d) Basic and diluted  income  (loss) per share are the same for the three
months ended March 30, 1997 and June 29, 1997 since  potentially  dilutive stock
options had an antidilutive  effect.  The weighted  average shares for computing
diluted  income per share for (i) the three months ended  September 28, 1997 and
December 28, 1997 were increased by 933,000 and 1,293,000 shares,  respectively,
and (ii) for the three months ended March 29, 1998, June 28, 1998, September 27,
1998 and January 3, 1999 were  increased by  1,833,000,  1,778,000,  769,000 and
505,000,  respectively,  for the effect of dilutive stock options. The quarterly
income or loss per share amounts result from  independent  computations  and the
total of the four  quarters'  income  (loss)  per share may not equal the income
(loss)  per share for the full year since each  quarter's  calculation  reflects
different  weighted  average shares and, where  applicable,  dilutive  effect of
stock options.                                                                  

      (e) The results for the three months  ended June 28, 1998 were  materially
affected by the then  estimated  gain from the sale of Snapple's 20% interest in
Select  Beverages of  $3,899,000  (see Note 7) or  $2,378,000  net of income tax
provision of $1,521,000.                                                        

      (f) The  results  for the  three  months  ended  September  27,  1998 were
materially affected by a charge for other than temporary losses on securities of
$8,650,000 (see Note 14) or $5,536,000 net of income tax benefit of $3,114,000. 

(26)  SUBSEQUENT EVENTS                                                         

      On January  15, 1999 Triarc  Consumer  Products  Group,  LLC  ("TCPG"),  a
wholly-owned  subsidiary  of  Triarc,  was  formed to  acquire  all of the stock
previously owned directly or indirectly by Triarc of RC/Arby's,  Triarc Beverage
Holdings and Cable Car.  Effective  February 25, 1999 TCPG owned such stock.  On
February 25, 1999 TCPG issued $300,000,000  (including $20,000,000 issued to the
Executives)  principal amount of 10 1/4% senior subordinated notes due 2009 (the
"Notes") and Snapple,  Mistic, Cable Car, RC/Arby's and Royal Crown concurrently
entered into an agreement (the "Credit Agreement") for a new $535,000,000 senior
bank credit facility (the "Credit  Facility")  consisting of a $475,000,000 term
facility, all of which was borrowed as term loans (the "Term Loans") on February
25, 1999, and a $60,000,000  revolving  credit facility (the  "Revolving  Credit
Facility") which provides for revolving credit loans (the "Revolving  Loans") by
Snapple,  Mistic or Cable Car effective February 25, 1999 and RC/Arby's or Royal
Crown  effective  upon the intended  redemption  of the 9 3/4% Senior Notes (see
below).  There were no borrowings of Revolving  Loans on February 25, 1999.  The
Company  utilized a portion of the aggregate net proceeds of these borrowings to
(i) repay on February 25, 1999 the outstanding principal amount ($284,333,000 as
of January 3, 1999 and February  25, 1999) of the Existing  Term Loans under the
Existing Beverage Credit Agreement and related accrued interest  ($2,231,000 and
$1,503,000 as of January 3, 1999 and February 25, 1999, respectively), (ii) fund
the intended redemption (the "Redemption") on March 30, 1999 of the $275,000,000
of borrowings  under the 9 3/4% Senior Notes including  related accrued interest
($11,460,000  and  $4,395,000  as  of  January  3,  1999  and  March  30,  1999,
respectively) and redemption premium ($7,662,000 as of January 3, 1999 and March
30, 1999), (iii) acquire Millrose Distributors, Inc. and the assets of Mid-State
Beverage,  Inc., two New Jersey distributors of the Company's premium beverages,
for $17,250,000 and (iv) pay estimated fees and expenses of $28,000,000 relating
to the issuance of the Notes and the  consummation  of the Credit  Facility (the
"Refinancing  Transactions").  The  remaining  net  proceeds of the  Refinancing
Transactions  will be used for  general  corporate  purposes,  which may include
working capital,  future acquisitions and investments,  repayment or refinancing
of indebtedness,  restructurings or repurchases of securities,  including common
stock in  connection  with the Offer (see below).  As a result of the  repayment
prior to maturity of the Existing  Term Loans and the intended  Redemption,  the
Company expects to recognize an extraordinary charge during the first quarter of
the  year  ending  January  2,  2000  of an  estimated  $12,097,000  for (i) the
write-off of previously  unamortized (a) deferred  financing costs  ($12,238,000
and $11,300,000 as of January 3, 1999 and March 30, 1999,  respectively) and (b)
interest rate cap agreement  costs  ($159,000 and $146,000 as of January 3, 1999
and February 25, 1999,  respectively) and (ii) the payment of the aforementioned
redemption  premium,  net of income tax benefit ($7,358,000 and $7,011,000 as of
January 3, 1999 and March 30, 1999, respectively).                              

      Under the  indenture  (the  "Indenture")  pursuant to which the Notes were
issued,  the Notes  are  redeemable  at the  option of the  Company  at  amounts
commencing at 105.125% of principal  beginning February 2004 decreasing annually
to 100% in February 2007 through February 2009. In addition,  should the Company
consummate a permitted  initial public equity offering of its consumer  products
subsidiaries,  the Company  may at any time prior to February  2002 redeem up to
$105,000,000  of the Notes at 110.25% of principal  amount with the net proceeds
of such public offering.  The Company has agreed to use its best efforts to have
a registration  statement (the  "Registration  Statement")  covering  resales by
holders of the Notes declared effective by the SEC on or before August 24, 1999.
In the event the Notes are not  registered  for resale by such date,  the annual
interest  rate on the  Notes  will  increase  by  1/2%  until  such  time as the
Registration Statement is declared effective.                                   

     Borrowings  under the  Credit  Facility  bear  interest,  at the  Company's
option,  at rates based on either the 30, 60, 90 or 180-day LIBOR  (ranging from
5.06% to 5.07% at January 3, 1999) or an alternate  base rate (the  "ABR").  The
interest  rates  on  LIBOR-based  loans  are  reset  at the  end  of the  period
corresponding  with the duration of the LIBOR  selected.  The interest  rates on
ABR-based  loans are reset at the time of any change in the ABR. The ABR (7 3/4%
at  January 3,  1999)  represents  the higher of the prime rate or 1/2% over the
Federal  funds  rate.  Revolving  Loans and one class of the Term  Loans with an
initial  borrowing of $45,000,000  bear interest at 3% over LIBOR or 2% over ABR
until such time as such margins may be subject to downward  adjustment  by up to
3/4% based on the borrowers'  leverage ratio, as defined.  The other two classes
of Term Loans with initial  borrowings of  $125,000,000  and  $305,000,000  bear
interest at 3 1/2% and 3 3/4% over LIBOR,  respectively,  and 2 1/2% and 2 3/4%,
respectively, over ABR. The borrowing base for Revolving Loans is the sum of 80%
of eligible accounts receivable and 50% of eligible inventories.  At January 31,
1999  there  would  have been  $39,423,000  (unaudited)  (excluding  $12,433,000
(unaudited) of availability relating to RC/Arby's and Royal Crown which will not
be available until the Redemption) of borrowing availability under the Revolving
Credit Facility in accordance  with  limitations due to such borrowing base. The
Term Loans are due $4,912,000 in 1999, $8,238,000 in 2000,  $10,488,000 in 2001,
$12,738,000 in 2002,  $14,987,000 in 2003,  $15,550,000 in 2004,  $94,299,000 in
2005, $242,875,000 in 2006 and $70,913,000 in 2007 and any Revolving Loans would
be due in full in March 2005. The borrowers must also make mandatory prepayments
in an amount, if any,  initially equal to 75% of excess cash flow, as defined in
the Credit Agreement.                                                           

      Under the Credit  Agreement  substantially  all of the assets,  other than
cash, cash equivalents and short-term investments,  of Snapple, Mistic and Cable
Car (and of  RC/Arby's,  Royal Crown and Arby's upon the  Redemption)  and their
subsidiaries, are pledged as security. The Company's obligations with respect to
the Notes  are  guaranteed  by  Snapple,  Mistic  and Cable Car and all of their
domestic  subsidiaries and upon the Redemption,  the Notes will be guaranteed by
RC/Arby's and all of its domestic  subsidiaries.  Such guarantees are or will be
full and  unconditional  and on a joint  and  several  basis  and are or will be
unsecured.  The Company's  obligations  with respect to the Credit  Facility are
guaranteed by substantially all of the domestic subsidiaries of Snapple,  Mistic
and Cable Car (and those of RC/Arby's and Royal Crown upon the  Redemption).  As
collateral for such guarantees  under the Credit  Facility,  all of the stock of
Snapple, Mistic and Cable Car and substantially all of their domestic and 65% of
their  directly-owned  foreign subsidiaries are pledged and upon the Redemption,
and of the stock of  RC/Arby's  and Royal Crown and  substantially  all of their
domestic and 65% of their directly-owned foreign subsidiaries, will be pledged. 

      The Indenture and the Credit Agreement contain various covenants which (i)
require  meeting certain  financial  amount and ratio tests;  (ii) limit,  among
other matters (a) the incurrence of indebtedness,  (b) the retirement of certain
debt  prior  to  maturity,  (c)  investments,  (d)  asset  dispositions  and (e)
affiliate  transactions  other than in the normal course of business;  and (iii)
restrict the payment of dividends to Triarc.  Under the most restrictive of such
covenants,  the borrowers would not be able to pay any dividends to Triarc other
than (i) permitted one-time distributions,  including dividends,  paid to Triarc
in connection with the Refinancing Transactions and (ii) certain defined amounts
in the event of  consummation of a  securitization  of certain assets of Arby's.
Such one-time permitted  distributions consisted of $91,420,000 paid on February
25, 1999 and  approximately  $124,000,000  expected to be paid on March 30, 1999
following the Redemption.                                                       

      The  following pro forma data of the Company for 1998 has been prepared by
adjusting  the  historical  data  reflected  in the  accompanying  statement  of
operations for such year to reflect the effects of the Refinancing  Transactions
(without  any  incremental  interest  income or any other  benefit of the excess
proceeds  of the  Refinancing  Transactions)  as if such  transactions  had been
consummated  on  December  29,  1997.  Such  pro  forma  data is  presented  for
information purposes only and does not purport to be indicative of the Company's
actual results of operations had such  transaction  actually been consummated on
December 29, 1997 or of the Company's  future  results of operations  and are as
follows (in thousands except per share amounts):                                

                                                     AS            PRO
                                                   REPORTED        FORMA
                                                    --------        ------

   Revenues........................................$  815,036   $  827,589
   Operating profit................................    81,842       82,805
    Interest expense................................   (70,806)     (88,552)
    Income (loss) from continuing operations........    12,036           (6)
Diluted income (loss) from continuing                               
       operations per share........................       .38           --

      On March 10, 1999 the Company  announced  that it had been  advised by the
Executives  that they  have  withdrawn  the  Proposal  (see Note 22).  Since the
Proposed Transaction will not be consummated, the Company recorded a 1998 charge
included in "Other income  (expense),  net" (see Note 16) for the estimated fees
and  expenses  incurred as of January 3, 1999 in  connection  with the  Proposed
Transaction aggregating $900,000.                                               

      On March 26, 1999, four of the plaintiffs in the actions discussed in Note
22  relating  to the  Proposal  filed an  amended  complaint  alleging  that the
defendants  violated  fiduciary  duties owed to the  Company's  stockholders  by
failing to disclose,  in connection with the Offer,  that the Special  Committee
had allegedly  determined  that the Proposal was unfair.  The amended  complaint
seeks an injunction  enjoining  consummation of the Offer (see below) unless the
alleged  disclosure  violations are cured,  and requiring the Company to provide
additional disclosure, together with damages in an unspecified amount.          

      On March 10, 1999 the Company also  announced  that its Board of Directors
approved  a  tender  offer  (the  "Offer")  for up to  5,500,000  shares  of the
Company's common stock at a price of not less than $16.25 per share and not more
than $18.25 per share, pursuant to a "Dutch Auction".  Accordingly,  the Company
will pay only that amount per share which is necessary, within the stated range,
in order to secure the  required  number of shares (see  below) to complete  the
Offer. Once the price per share is determined,  all tendering  stockholders will
be paid the same amount for each share of stock  sold.  The Offer  commenced  on
March 12, 1999 and will expire on April 13,  1999,  unless it is  extended.  The
Offer is subject to, among other terms and conditions, at least 3,500,000 shares
of common stock being  tendered  unless such condition is waived by the Company.
The  effect  of the  consummation  of the  Offer on the  Company's  consolidated
financial   statements  would  be  to  reduce  cash  and  cash  equivalents  and
stockholders'  equity for the aggregate  costs to repurchase the required number
of shares,  including  related  estimated  fees and  expenses  of  approximately
$1,000,000.   There  can  be  no  assurance,   however,  that  the  transactions
contemplated by the Offer will be consummated.                                  

      On March 23, 1999, an alleged  stockholder  filed a complaint on behalf of
persons who held common stock in the Company as of March 10, 1999 which  alleges
that the Company's  tender offer statement filed with the SEC in connection with
the  Offer  was  false  and  misleading  and  seeks  damages  in an amount to be
determined,  together with prejudgment  interest,  the costs of suit,  including
attorneys'  fees and unspecified  other relief.  The complaint names the Company
and the Executives as defendants.  The Company does not believe that the outcome
of this action will have a material adverse effect on its consolidated financial
position or results of operations.                                              

(27)  EVENTS SUBSEQUENT TO MARCH 26, 1999                                       

Redemption of 9 3/4% Senior Notes                                               

      The intended Redemption of the $275,000,000 of borrowings under the 9 3/4%
Senior Notes discussed in Note 26 took place on March 30, 1999 as expected.     

Sale of the Propane Partnership                                                 

     On April 5, 1999, the Propane Partnership and Columbia Propane Corporation,
a subsidiary of Columbia Energy Group,  signed a definitive  purchase  agreement
pursuant  to which  Columbia  will  commence  a tender  offer  to  acquire  (the
"Partnership  Sale")  all  of  the  outstanding  Common  Units  of  the  Propane
Partnership for $12.00 in cash per Common Unit,  which tender offer is the first
step of a two-step  transaction.  In the second  step,  subject to the terms and
conditions of the purchase agreement,  Columbia Propane,  L.P. would acquire the
Company's Partnership Interests, except for a 1% limited partnership interest in
the  Operating  Partnership,  in  consideration  of cash of  $2,100,000  and the
forgiveness  of  approximately  $15,800,000  of the  Partnership  Note,  and the
Propane  Partnership  would  merge into  Columbia  Propane,  L.P. As part of the
second step, any remaining Common Unit holders of the Propane  Partnership would
receive,  in cash,  $12.00  per  Common  Unit and the  Company  would  repay the
remaining approximate $14,900,000 of the Partnership Note.                      

      The Board of Directors of National Propane,  acting on the  recommendation
of its Special Committee (formed to evaluate and make a recommendation on behalf
of  the  Propane   Partnership's   Common  Unit  holders  with  respect  to  the
transaction)  has  unanimously   approved  the  transaction  with  Columbia  and
unanimously recommended that the Propane Partnership's  unitholders tender their
units pursuant to the offer.                                                    

      The tender  offer is expected to commence on April 9, 1999.  The offer for
the Common Units will be subject to certain  conditions,  including  there being
tendered by the expiration  date and not  withdrawn,  at least a majority of the
outstanding  Common Units on a fully  diluted  basis.  There can be no assurance
that the Partnership Sale will be consummated.                                  

      The Company  presently  anticipates the Partnership Sale would result in a
gain to the Company.  Under the  Partnership  Sale,  the Company would  maintain
financial  interests in the propane business,  through retention of a 1% limited
partnership  interest in the Operating  Partnership  and the Propane  Guarantee.
Accordingly,  the results of operations of the propane segment and any resulting
gain or loss from  Partnership  Sale will not be accounted for as a discontinued
operation.                                                                      

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                                           

Not applicable.                                                 

    PART III

ITEMS 10, 11, 12 AND 13.                                                        

        The information required by items 10, 11, 12 and 13 will be furnished on
or  prior  to May 3,  1999  (and is  hereby  incorporated  by  reference)  by an
amendment  hereto or pursuant to a  definitive  proxy  statement  involving  the
election  of  directors  pursuant  to  Regulation  14A which will  contain  such
information.                                                                    

     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.      

(A) 1. Financial Statements:                                                    

See Index to Financial Statements (Item 8).                       

2. Financial Statement Schedules:                                       

Independent Auditors' Report                                      

Schedule I      -- Condensed  Balance Sheets (Parent Company Only) -- as of     
                   December 28, 1997 and January 3, 1999;  Condensed  Statements
                   of Operations  (Parent  Company Only) -- for the fiscal years
                   ended  December  31,  1996,  December 28, 1997 and January 3,
                   1999;  Condensed  Statements  of Cash Flows  (Parent  Company
                   Only)  -- for the  fiscal  years  ended  December  31,  1996,
December 28, 1997 and January 3, 1999     

Schedule II     -- Valuation and Qualifying  Accounts for the fiscal years      
                   ended  December  31,  1996,  December 28, 1997 and January 3,
1999                                      

       All other schedules have  been  omitted  since  they are either not ap-
plicable or the information is contained elsewhere in "Item  8. Financial State-
ments and Supplementary Data."                                                  

3.  Exhibits:                                                           

    Copies of the following  exhibits are available at a charge of $.25 per page
upon written  request to the  Secretary of Triarc at 280 Park Avenue,  New York,
New York 10017.                                                                 

EXHIBIT                                                                 
NO.                      DESCRIPTION                                    
  -------    ---------------------------------------------------------------

  3.1  --    Certificate of Incorporation of Triarc, as currently in effect,
         incorporated herein by reference to Exhibit 3.1 to Triarc's
            Registration Statement on Form S-4 dated October 22, 1997 (SEC
file no. 1-2207).                                 
 3.2  --    By-laws  of  Triarc,  incorporated  herein  by   reference  to
               Exhibit 3.1 to Triarc's Current Report on Form 8-K dated November
5, 1998 (SEC file no. 1-2207).                    
    4.1  --    Credit Agreement, dated as  of  June  26,  1996,  among  National
             Propane, L.P., The  First  National Bank of Boston, as adminis-
               trative agent and a lender, Bank of America NT & SA, as a lender,
               and BA Securities, Inc., as syndication agent, incorporated here-
               in  by reference to Exhibit 10.1 to Current  Report  of  National
               Propane  Partners, L.P.  (the "Partnership")  on  Form 8-K  dated
August 13, 1996 (SEC file no.  1-11867).          
   4.2  --    Note Purchase Agreement,  dated  as of June 26, 1996 ("Note Pur-
             chase Agreement"), among National Propane, L.P. and each of the
              Purchasers listed in Schedule A thereto relating to $125 million
               aggregate principal amount of 8.54% First Mortgage Notes due June
               30, 2010, incorporated herein by reference to Exhibit 10.2 to the
              Partnership's  Current  Report on Form 8-K dated August 13, 1996
(SEC file no.  1-11867).                          
   4.3  --    Consent,  Waiver  and  Amendment  dated  November 5, 1996  among
              National Propane, L.P.and each of the Purchasers under  the Note
             Purchase Agreement, incorporated herein by reference to Exhibit
             4.1 to Triarc's Current Report on Form 8-K dated March 31, 1997
(SEC file no.  1-2207).                           
    4.4  --    Second Consent, Waiver and Amendment dated January 14, 1997 among
              National Propane, L.P. and each of the Purchasers under the Note
             Purchase Agreement, incorporated herein by reference to Exhibit
             4.2 to Triarc's Current Report on Form 8-K dated March 31, 1997
(SEC file no.  1-2207).                           
    4.5  --    Note  dated  July  2,  1996  of  Triarc,  payable to the order of
              National  Propane, L.P., incorporated  herein  by  reference  to
               Exhibit  10.5  to  the  Partnership's  Current Report on Form 8-K
dated August 13, 1996 (SEC file no.  1-11867).    
    4.6  --    Master Agreement dated as of May 5, 1997, among Franchise Finance
              Corporation of America, FFCA Acquisition Corporation, FFCA Mort-
              gage Corporation, Triarc, Arby's Restaurant Development Corpora-
               tion ("ARDC"), Arby's Restaurant Holding Company ("ARHC"), Arby's
               Restaurant  Operations  Company ("AROC"), Arby's,  RTM  Operating
              Company, RTM Development Company, RTM Partners, Inc. ("Holdco"),
             RTM Holding Company, Inc., RTM Management Company, LLC and RTM,
               Inc. ("RTM"), incorporated herein by reference to Exhibit 4.16 to
               Triarc's  Registration  Statement  on  Form S-4 dated October 22,
1997 (SEC file no. 1-2207).                       
   4.7  --    First Amendment dated as of March 27, 1997, to the Credit Agree-
              ment  dated  as  of  June 26, 1996 (the "National Propane Credit
              Agreement"),  among  National Propane, L.P., The First  National
           Bank of Boston, as administrative agent and a lender, Bank of
             America  NT & SA, as  a  lender,  and  BA  Securities, Inc., as
              syndication  agent,  incorporated herein by reference to Exhibit
              10.3 to National Propane Partners, L.P.'s Current Report on Form
8-K dated March 31, 1997 (SEC file no.  1-11867). 
   4.8  --    Indenture dated as of February 9, 1998 between Triarc Companies,
               Inc. and The Bank of New York, as Trustee, incorporated herein by
            reference  to  Exhibit  4.1  to  Triarc's  Current  Report  on
   Form 8-K/A dated March 6, 1998 (SEC file no. 1-2207).
 4.9  --    Registration  Rights Agreement dated as of February 4, 1998 by
               and  among  Triarc  and  Morgan   Stanley  &  Co.   Incorporated,
               incorporated  herein by  reference  to  Exhibit  4.2 to  Triarc's
               Current  Report on Form 8-K/A  dated  March 6, 1998 (SEC file no.
1-2207).                                          
    4.10 --    Second  Amendment  dated  as  of  April  22, 1997 to the National
              Propane  Credit  Agreement  among  National  Propane,  L.P., the
              Lenders (as defined therein), The First National Bank of Boston,
               as Administrative Agent and a Lender, Bank of America NT&SA, as a
              Lender,  and  BA  Securities,  Inc. as Syndication Agent, incor-
              porated  herein by reference to Exhibit 10.1 to National Propane
            Partners, L.P.'s Current Report on Form 8-K dated May 15, 1997
(SEC file no. 1-11867).                           
   4.11 --    Third  Amendment  dated  as  of  March  23, 1998 to the National
             Propane  Credit  Agreement  among  National  Propane, L.P., the
               Lenders (as defined therein), BankBoston, N.A., as Administrative
             Agent and a Lender, and BancAmerica Robertson Stephens, as Syn-
              dication Agent, incorporated herein by reference to Exhibit 10.1
             to National Propane Partners, L.P.'s Current Report on Form 8-K
dated March 25, 1998 (SEC file no. 1-11867).      
    4.12   --  Fourth  Amendment  dated  as  of  March  30, 1998 to the National
             Propane  Credit  Agreement,  among  National   Propane,   L.P.,
         BankBoston, N.A., as administrative agent and a Lender, and
             BancAmerica  Robertson  Stephens,  as syndication agent, incor-
              porated herein by reference to Exhibit 10.27 to National Propane
            Partners, L.P.'s Annual Report on Form 10-K for the year ended
December 31, 1997 (SEC file no. 1-11867).         
  4.13 --    Amendment No. 1 to Note Agreement and Limited Consent, dated as
              of  June  30, 1998  among National Propane Corporation, National
             Propane  SGP,  Inc.,  National Propane, L.P. and the holders of
              National Propane L.P.'s 8.54% First Mortgage Notes, incorporated
               herein by reference to Exhibit 10.1 to National Propane Partners,
               L.P.'s Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998 (SEC file no. 1-11867).             
 4.14 --    Allonge Amendment dated as of June 30, 1998, attached to 13.5%
             Senior Secured Note, dated July 2, 1996, issued by Triarc, pay-
              able to the order of National Propane, L.P., incorporated herein
               by reference to Exhibit 10.4 to National Propane Partners, L.P.'s
             Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1998 (SEC file No. 1-11867).                  
    4.15 --    Fifth Amendment dated as of June 30, 1998 to the National Propane
             Credit Agreement, among National Propane, L.P., the Lenders (as
             defined therein) and BankBoston, N.A., as Administrative Agent,
             incorporated  herein  by  reference to Exhibit 10.3 to National
              Propane  Partners, L.P.'s Quarterly Report on Form 10-Q for  the
        fiscal quarter ended June 30, 1998 (SEC file no. 1-11867).
 4.16 --    Credit Agreement dated as of February 25, 1999, among Snapple,
               Mistic, Cable Car, RC/Arby's Corporation and Royal Crown Company,
               Inc., as Borrowers, various financial institutions party thereto,
              as  Lenders,  DLJ  Capital  Funding, Inc., as syndication agent,
              Morgan Stanley Senior Funding, Inc., as Documentation Agent, and
               The Bank of New York, as Administrative Agent, incorporated here-
              in  by  reference  to  Exhibit 4.1 to Triarc's Current Report on
  Form 8-K dated March 11, 1999 (SEC file no. 1-2207).
    4.17 --    Indenture  dated  of  February  25, 1999  among  Triarc  Consumer
               Products  Group,  LLC  ("TCPG"),  Triarc  Beverage Holdings Corp.
               ("TBHC"), as Issuers, the subsidiary guarantors party thereto and
               The  Bank  of  New  York,  as  Trustee,  incorporated  herein  by
             reference to Exhibit 4.2 to Triarc's Current Report on Form 8-K
dated March 11, 1999 (SEC file no. 1-2207).       
    4.18 --    Registration Rights Agreement dated February 18, 1999 among TCPG,
             TBHC, the Guarantors party thereto and Morgan Stanley & Co. In-
             corporated, Donaldson, Lufkin & Jenrette Securities Corporation
            and Wasserstein Perrella Securities, Inc., incorporated herein
            by reference to Exhibit 4.3 to Triarc's Current Report on Form
8-K dated March 11, 1999 (SEC file no. 1-2207).   
    4.19 --    Registration Rights Agreement dated as of February 25, 1999 among
           TCPG, TBHC, the Guarantors party thereto and Nelson Peltz and
              Peter W. May, incorporated herein by reference to Exhibit 4.1 to
          Triarc's Current Report on Form 8-K dated April 1, 1999 (SEC
file no. 1-2207).                                 
   9.1  --    Stockholders  Agreement  dated June 24, 1997 by and among Triarc
               and each of the parties signatory thereto, incorporated herein by
               reference to Appendix B-2 to the Proxy Statement/Prospectus filed
          as part of Triarc's Registration Statement on Form S-4 dated
October 22, 1997 (SEC file no. 1-2207).           
    9.2  --    Amendment No. 1 to Stockholders Agreement date as of July 9, 1997
            by and among Triarc and each of the parties signatory thereto,
              incorporated  herein  by  reference to Appendix B-2 to the Proxy
              Statement/Prospectus filed  as  part  of  Triarc's  Registration
             Statement on Form S-4 dated  October  22,  1997  (SEC  file no.
1-2207).                                          
10.1 --    Triarc's   1993  Equity   Participation   Plan,  as  amended,
               incorporated  herein by  reference  to Exhibit  10.1 to  Triarc's
           Current Report on Form 8-K dated March 31, 1997 (SEC file no.
1-2207).                                          
 10.2 --    Form of  Non-Incentive  Stock Option  Agreement under Triarc's
               Amended and Restated 1993 Equity Participation Plan, incorporated
               herein by reference to Exhibit 10.2 to Triarc's Current Report on
  Form 8-K dated March 31, 1997 (SEC file no. 1-2207).
 10.3 --    Form of Restricted  Stock Agreement under Triarc's Amended and
               Restated 1993 Equity  Participation Plan,  incorporated herein by
               reference  to Exhibit 13 to Triarc's  Current  Report on Form 8-K
dated April 23, 1993 (SEC file no. 1-2207).       
   10.4 --    Concentrate Sales Agreement dated as of January 28, 1994 between
             Royal Crown and Cott -- Confidential treatment has been granted
               for portions of the agreement -- incorporated herein by reference
          to Exhibit 10.12 to Amendment No. 1 to Triarc's Registration
               Statement on Form S-4 dated March 11, 1994 (SEC file no. 1-2207).
 10.5 --    Form of Indemnification Agreement,  between Triarc and certain
               officers, directors, and employees of Triarc, incorporated herein
               by  reference  to  Exhibit  F to the  1994  Proxy  (SEC  file no.
1-2207).                                          
   10.6 --    Settlement  Agreement,  dated  as  of  January  9,  1995,  among
               Triarc,  Security Management Corp., Victor Posner Trust No. 6 and
               Victor Posner,  incorporated  herein by reference to Exhibit 99.1
               to  Triarc's  Current  Report on Form 8-K dated  January 11, 1995
(SEC file no. 1-2207).                            
 10.7 --    Employment Agreement, dated as June 29, 1994, between Brian L.
               Schorr and Triarc,  incorporated  herein by  reference to Exhibit
               10.2 to Triarc's  Current Report on Form 8-K dated March 29, 1995
(SEC file no. 1-2207).                            
 10.8 --    Amended and Restated Employment  Agreement dated as of June 1,
               1997  by and  between  Snapple,  Mistic  and  Michael  Weinstein,
               incorporated  herein by  reference  to Exhibit  10.3 to  Triarc's
               Current  Report on Form 8-K/A  dated March 16, 1998 (SEC file no.
1-2207).                                          
    10.9 --    Amended and Restated Employment Agreement  dated  as  of  June 1,
            1997 by and between Snapple, Mistic and Ernest J. Cavallo, in-
              corporated  herein  by  reference  to  Exhibit  10.4 to Triarc's
             Current Report on Form 8-K/A dated March 16, 1998 (SEC file no.
1-2207).                                          
 10.10--    Employment Agreement dated as of April 29, 1996 between Triarc
           and John L.  Barnes, Jr., incorporated herein by reference to
             Exhibit 10.3 to Triarc's Current Report on Form 8-K dated March
31, 1997 (SEC file no.  1-2207).                  
  10.11--    Stock Purchase Agreement dated as of March 27, 1997 between The
              Quaker Oats Company and Triarc, incorporated herein by reference
               to Exhibit 2.1 to Triarc's Current Report on Form 8-K dated March
31, 1997 (SEC file no.  1-2207).                  
 10.12--    Agreement and Plan of Merger dated as of June 24, 1997 between
               Cable   Car,   Triarc  and  CCB   Merger   Corporation   ("CCB"),
               incorporated  herein by  reference  to  Exhibit  2.1 to  Triarc's
               Current  Report  on Form 8-K  dated  June 24,  1997 (SEC file no.
1-2207).                                          
    10.13 --   Amendment  No.  1  to  Agreement  and Plan of Merger, dated as of
              September 30, 1997, between  Cable  Car,  Triarc  and  CCB,  in-
               corporated  herein  by reference  to  Appendix B-1  to  the Proxy
            Statement/Prospectus filed pursuant to  Triarc's  Registration
         Statement  on Form S-4 dated October 22, 1997 (SEC file no.
1-2207).                                          
   10.14 --   Option  granted  by  Holdco  in  favor  of ARHC, together with a
              schedule  identifying  other  documents omitted and the material
            details in which such documents differ, incorporated herein by
              reference to Exhibit 10.30 to Triarc's Registration Statement on
    Form S-4 dated October 22, 1997 (SEC file no. 1-2207).
    10.15 --   Guaranty dated as of May 5, 1997 by RTM, RTM Parent, Holdco, RTMM
              and  RTMOC  in favor of Arby's, ARDC, ARHC, AROC and Triarc, in-
            corporated  herein  by  reference to Exhibit 10.31 to Triarc's
            Registration Statement on Form S-4 dated October 22, 1997 (SEC
file no. 1-2207).                                 
10.16 --   Settlement Agreement dated as of June 6, 1997 between Triarc,
           Victor  Posner,  Security  Management  Corporation  and   APL
              Corporation, incorporated herein by reference to Exhibit 10.5 to
               Triarc's Quarterly report on Form 10-Q for the quarter ended June
29, 1997 (SEC file no. 1-2207).                   
   10.17 --   Triarc Companies, Inc. 1997 Equity Participation Plan (the "1997
             Equity Plan"), incorporated herein by reference to Exhibit 10.5
              to Triarc's Current Report on Form 8-K dated March 16, 1998 (SEC
file no. 1-2207).                                 
 10.18--    Form of  Non-Incentive  Stock Option  Agreement under the 1997
               Equity Plan,  incorporated herein by reference to Exhibit 10.6 to
               Triarc's  Current  Report on Form 8-K dated  March 16,  1998 (SEC
file no. 1-2207).                                 
10.19--    Triarc  Companies,  Inc.  Stock  Option  Plan for  Cable  Car
               Employees,  incorporated  herein by  reference  to Exhibit 4.3 to
               Triarc's  Registration  Statement  on Form S-8 dated  January 22,
1998 (Registration No. 333-44711).                
   10.20--    Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the "TBHC
             Option Plan"), incorporated herein by reference to Exhibit 10.1
              to Triarc's Current Report on Form 8-K dated March 16, 1998 (SEC
file no. 1-2207).                                 
 10.21--    Form of  Non-Qualified  Stock Option  Agreement under the TBHC
               Option Plan,  incorporated herein by reference to Exhibit 10.2 to
               Triarc's  Current  Report on Form 8-K dated  March 16,  1998 (SEC
file no. 1-2207).                                 
    10.22--    Agreement dated as of March 23, 1998 by and  among  The  National
               Propane Partners, L.P., National Propane Corporation, Triarc, the
              Lenders (as defined therein) BankBoston, N.A., as Administration
              Agent, and BancAmerica Robertson Stephens, as Syndication Agent,
               incorporated herein by reference  to  Exhibit  10.2  to  National
               Propane Partners, L.P. Current Report on Form 8-K dated March 25,
1998 (SEC file no. 1-11867).                      
   10.23--    Triarc's 1998 Equity Participation Plan, as currently in effect,
          incorporated herein by reference to Exhibit 10.1 to Triarc's
         Current Report on Form 8-K dated May 13, 1998 (SEC file no.
1-2207).                                          
 10.24--    Form of  Non-Incentive  Stock Option  Agreement under Triarc's
               1998 Equity Participation Plan,  incorporated herein by reference
               to Exhibit 10.2 to Triarc's  Current Report on Form 8-K dated May
13, 1998 (SEC file no. 1-2207).                   
 10.25--    Letter agreement,  dated as of March 10, 1998,  between Triarc
               and John L.  Barnes,  Jr.,  incorporated  herein by  reference to
               Exhibit 10.3 to Triarc's Current Report on Form 8-K dated May 13,
1998 (SEC file no. 1-2207).                       
 10.26--    Letter  Agreement  dated July 23, 1998 between John L. Belsito
               and Royal Crown Company,  Inc.,  incorporated herein by reference
               to Exhibit 10.1 to RC/Arby's Corporation's Current Report on Form
 8-K dated November 5, 1998 (SEC file no. 33-62778).
 10.27--    Letter  Agreement  dated August 27, 1998 among John C. Carson,
               Triarc and Royal  Crown  Company,  Inc.,  incorporated  herein by
               reference  to Exhibit  10.2 to  RC/Arby's  Corporation's  Current
               Report  on  Form  8-K  dated  November  5,  1998  (SEC  file  no.
33-62778).                                        
 10.28--    Letter  Agreement  dated  October 12, 1998 between  Triarc and
               Nelson Peltz and Peter W. May,  incorporated  herein by reference
               to  Exhibit  99.2 to  Triarc's  Current  Report on Form 8-K dated
October 12, 1998 (SEC file no. 1-2207).           
 10.29--    Letter  Agreement dated as of February 13, 1997 between Arby's
               and Roland  Smith,  incorporated  herein by reference to Triarc's
               Current  Report  on Form 8-K  dated  April 1,  1999 (SEC file no.
1-2207).                                          
    10.30--    Form  of  Guaranty  Agreement  dated  as  of March 23, 1999 among
             National Propane Corporation, Triarc Companies, Inc. and Nelson
Peltz and Peter W. May.*                          
21.1 --    Subsidiaries of the Registrant* 23.1 -- Consent of Deloitte &
Touche LLP*                                       
    27.1 --    Financial Data Schedule  for  the  fiscal  year  ended January 3,
          1999, submitted to the Securities and Exchange Commission in
electronic format.*                               
27.2 --    Financial Data Schedule for the year ended December 31, 1996,
             the fiscal year ended December 28, 1997 and the fiscal quarters
              ended March 30, June 29 and September 28, 1997, submitted to the
       Securities and Exchange Commission in electronic format.*
  27.3 --    Financial Data Schedule for the fiscal quarters ended March 29,
             June 28 and September 27, 1998, submitted to the Securities and
Exchange Commission in electronic format.*        

-----------------------                                                         
*   Filed herewith                                                              

(B) Reports on Form 8-K:                                                        

    On  October  12,  1998,  Triarc  filed a Current  Report on Form 8-K,  which
 included information under Item 5 and exhibits under Item 7 of such form.

    On  October  20,  1998  Triarc  filed a Current  Report  on Form 8-K,  which
included information under Item 5 of such form.                         

    On  November  5,  1998  Triarc  filed a Current  Report  on Form 8-K,  which
included an exhibit under Item 7 of such form.                          

    On November  12,  1998,  Triarc  filed a Current  Report on Form 8-K,  which
included an exhibit under Item 7 of such form.                          

    SIGNATURES

    Pursuant  to the  requirements  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

                              TRIARC COMPANIES, INC.
                    (Registrant)

                    NELSON PELTZ
                    NELSON PELTZ
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dated: April 5, 1999                                                            

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this report has been signed below on April 5, 1999 by the  following  persons on
behalf of the registrant in the capacities indicated.                           

SIGNATURE                                      TITLES                           
---------                 ----------------------------------------------------- 

        Chairman and Chief Executive Officer
NELSON PELTZ          and Director (Principal Executive Officer)        
Nelson Peltz                                                            

              President and Chief Operating Officer, and
PETER W. MAY          Director (Principal Operating Officer)            
Peter W. May                                                            

                Executive Vice President and Chief Financial
JOHN L. BARNES, JR.   Officer (Principal Financial Officer)             
John L. Barnes, Jr.                                                     

               Vice President and Chief Accounting Officer
FRED H. SCHAEFER      (Principal Accounting Officer)                    
Fred H. Schaefer                                                        

Director                    
HUGH L. CAREY                                                           
Hugh L. Carey                                                           

Director                    
CLIVE CHAJET                                                            
Clive Chajet                                                            

Director                  
STANLEY R. JAFFE                                                        
Stanley R. Jaffe                                                        

SIGNATURE                                      TITLES                           
---------                  ---------------------------------------------------- 

Director                
JOSEPH A. LEVATO                                                        
Joseph A. Levato                                                        

Director                
DAVID E. SCHWAB II                                                      
David E. Schwab II                                                      

Director                
RAYMOND S. TROUBH                                                       
Raymond S. Troubh                                                       

Director                
GERALD TSAI, JR.                                                        
Gerald Tsai, Jr.                                                        

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INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES  

To the Board of Directors and Stockholders of                                   
TRIARC COMPANIES, INC.:                                                         
New York, New York                                                              

         We  have  audited  the  consolidated  financial  statements  of  Triarc
Companies,  Inc.  and  subsidiaries  (the  "Company")  as of January 3, 1999 and
December 28, 1997 for each of the three fiscal years in the period ended January
3, 1999 and our report  thereon  appears in Item 8 in this Form 10-K. Our audits
were  conducted  for the  purpose of  forming an opinion on the basic  financial
statements taken as a whole.  The supplemental  schedules listed in the table of
contents  are  presented  for the purpose of  additional  analysis and are not a
required  part  of the  basic  financial  statements.  These  schedules  are the
responsibility of the Company's  management.  Such schedules have been subjected
to the  auditing  procedures  applied  in our  audits  of  the  basic  financial
statements and, in our opinion,  are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.      

DELOITTE & TOUCHE LLP                                                           

New York, New York                                                              
March 26, 1999                                                                  
(April 5, 1999 as to Note 27 to the consolidated financial statements)          

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                                           TRIARC COMPANIES, INC. (PARENT COMPANY ONLY)                                    
                                                     CONDENSED BALANCE SHEETS                                              

                                                                                                  December 28,  January 3, 
                                                                                                     1997          1999    
                                                                                                     ----          ----    
                                                                                                       (In thousands)      

                                       ASSETS                                                                              
                                                                                                                           
Current assets:                                                                                                            
    Cash and cash equivalents ...................................................................$    86,821   $    88,245 
    Short-term investments.......................................................................     27,887        81,072 
    Due from subsidiaries .......................................................................     71,259        80,653 
    Deferred income tax benefit..................................................................      3,936         7,750 
    Prepaid expenses and other current assets....................................................      1,515         1,075 
                                                                                                 -----------   ----------- 
        Total current assets.....................................................................    191,418       258,795 
Note receivable from subsidiary .................................................................        200           --  
Investments in consolidated subsidiaries, at equity..............................................     20,399        29,217 
Properties, net..................................................................................      5,794         5,829 
Deferred costs and other assets .................................................................      5,831        14,769 
                                                                                                 -----------   ----------- 
                                                                                                 $   223,642   $   308,610 
                                                                                                 ===========   =========== 

                     LIABILITIES AND STOCKHOLDERS' EQUITY                                                                  

Current liabilities:                                                                                                       
    Demand note and current portion of note payable to subsidiaries..............................$    32,000   $    30,000 
    Current portion of note payable to Chesapeake Insurance Company Limited......................        625           240 
    Accounts payable.............................................................................     16,272        21,190 
    Due to subsidiaries..........................................................................     18,528        23,220 
    Accrued expenses.............................................................................     42,569        67,760 
                                                                                                 -----------   ----------- 
        Total current liabilities................................................................    109,994       142,410 
                                                                                                 -----------   ----------- 
Zero coupon convertible subordinated debentures due 2018 (net of unamortized original issue                                
    discount of $253,897,000) (a)................................................................        --        106,103 
Note payable to National Propane, L.P............................................................     40,700        30,700 
Note payable to Chesapeake Insurance Company Limited.............................................      1,125           960 
Deferred income taxes............................................................................     27,398        17,286 
Other liabilities................................................................................        437           237 
Commitments and contingencies                                                                                              
Stockholders' equity:                                                                                                      
    Class A common stock, $.10 par value; authorized 100,000,000 shares, issued 29,550,663.......      2,955         2,955 
    Class B common stock, $.10 par value; authorized 25,000,000 shares, issued                                             
      5,997,622 shares...........................................................................        600           600 
    Additional paid-in capital...................................................................    204,291       204,539 
    Accumulated deficit..........................................................................   (115,440)     (100,804)
    Less Class A common stock held in treasury at cost; 3,951,265 and 6,250,908 shares...........    (45,456)      (94,963)
    Other........................................................................................     (2,962)       (1,413)
                                                                                                 -----------   ----------- 
        Total stockholders' equity ..............................................................     43,988        10,914 
                                                                                                 -----------   ----------- 
                                                                                                 $   223,642   $   308,610 
                                                                                                 ===========   =========== 


(a) These  debentures  mature in 2018 and do not  require  any  amortization  of
principal prior thereto.                                                        

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                                                                                                           SCHEDULE I (CONTINUED)

                                           TRIARC COMPANIES, INC. (PARENT COMPANY ONLY)                                          
                                                CONDENSED STATEMENTS OF OPERATIONS                                               

                                                                                                      Year Ended                 
                                                                                       --------------------------------------    
                                                                                       December 31,  December 28,  January 3,    
                                                                                            1996         1997         1999       
                                                                                            -----        ----         ----       

                                                                                        (In thousands except per share amounts)  

                                                                                                                                 
Income and (expenses):                                                                                                           
    Equity in net income (losses) of continuing operations of subsidiaries..........   $   (55,403)  $  (19,329)  $    31,998    
    Investment income...............................................................         6,506       10,747         5,729    
    Gain on sale of businesses, net.................................................        81,500        8,468         2,199    
    Merger and acquisition fee from subsidiary......................................           --         4,000           --     
    General and administrative expenses, excluding depreciation and amortization            (4,391)     (13,191)      (19,073)   
    Depreciation and amortization, excluding amortization of deferred financing                                                  
       costs........................................................................           (58)      (1,748)       (2,377)   
    Interest expense on debt, other than to subsidiaries............................        (3,706)      (2,015)      (12,195)   
    Interest expense on debt to subsidiaries .......................................        (4,529)      (8,582)       (4,390)   
    Acquisition related costs.......................................................           --        (2,000)          --     
    Facilities relocation and corporate restructuring...............................        (1,000)         (12)          --     
    Reduction in carrying value of long-lived assets impaired or to be disposed ....        (5,400)         --            --     
    Other income (expense) .........................................................            14        2,599        (1,326)   
                                                                                       -----------   ----------   -----------    
       Income (loss) from continuing operations before income taxes.................        13,533      (21,063)          565    
Benefit from (provision for) income taxes ..........................................       (27,231)         510        11,471    
                                                                                       -----------   ----------   -----------    
       Income (loss) from continuing operations.....................................       (13,698)     (20,553)       12,036    
Equity in income from discontinued operations of subsidiaries ......................         5,213       20,718         2,600    
Equity in extraordinary charges of subsidiaries.....................................       (11,168)      (3,781)          --     
Extraordinary items.................................................................         5,752          --            --     
                                                                                       -----------   ----------   ----------     
       Net income (loss)............................................................   $   (13,901)  $   (3,616)  $    14,636    
                                                                                       ===========   ==========   ===========    

Basic income (loss) per share:                                                                                                   
       Continuing operations........................................................   $      (.46)  $     (.68)  $       .40    
       Discontinued operations......................................................           .18          .69           .08    
       Extraordinary items..........................................................          (.18)        (.13)          --     
                                                                                       ------------  ----------   ----------     
       Net income (loss)............................................................   $      (.46)  $     (.12)  $       .48    
                                                                                       ============  ==========   ===========    

Diluted income (loss) per share:                                                                                                 
        Continuing operations.......................................................   $      (.46)  $     (.68)  $       .38    
        Discontinued operations.....................................................           .18          .69           .08    
        Extraordinary items.........................................................          (.18)        (.13)          --     
                                                                                       ------------  ----------   ----------     
        Net income (loss)...........................................................   $      (.46)  $     (.12)  $       .46    
                                                                                       ============  ==========   ===========    


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                                                                                                            SCHEDULE I (CONTINUED)

                                           TRIARC COMPANIES, INC. (PARENT COMPANY ONLY)                                           
                                                CONDENSED STATEMENTS OF CASH FLOWS                                                

                                                                                          Year Ended                              
                                                                            --------------------------------------                
                                                                            December 31,  December 28, January 3,                 
                                                                                1996          1997        1999                    
                                                                                ----          ----        ----                    
                                                                                         (In thousands)                           

                                                                                                                                  
Cash flows from operating activities:                                                                                             
    Net income (loss)......................................................  $  (13,901)   $  (3,616)  $  14,636                  
    Adjustments to reconcile net income (loss) to net cash provided by                                                            
      (used in) operating activities:                                                                                             
       Dividends from subsidiaries.........................................     126,059       54,506      29,499                  
       Equity in net (income) loss of subsidiaries.........................      61,358        2,392     (34,598)                 
       Deferred income tax provision (benefit).............................      36,558      (15,351)    (11,976)                 
       Gain on sale of businesses, net.....................................     (81,500)      (8,468)     (2,199)                 
       Amortization of original issue discount and deferred financing                                                             
         costs.............................................................         --           --        6,031                  
       Cost of trading securities purchased................................         --           --      (55,394)                 
       Proceeds from sales of trading securities...........................         --           --       30,412                  
       Net recognized (gains) losses from transactions in investments                                                             
         and short positions...............................................        (586)      (4,795)      3,106                  
       Change in due from/to subsidiaries and other affiliates ............       2,203       (4,676)     (2,608)                 
       Discount from principal on early extinguishment of debt.............      (9,237)         --          --                   
       Other, net..........................................................      (1,840)      (5,080)      4,224                  
       Decrease in prepaid expenses and other current assets...............         398          231       1,401                  
       Increase (decrease) in accounts payable and accrued expenses........      20,901       29,286      (1,339)                 
                                                                             ----------    ---------   ---------                  
            Net cash provided by (used in) operating activities............     140,413       44,429     (18,805)                 
                                                                             ----------    ---------   ---------                  
Cash flows from investing activities:                                                                                             
    Cost of available-for-sale securities and limited partnerships.........     (61,381)     (57,873)    (71,930)                 
    Proceeds from sales of available-for-sale securities and limited                                                              
       partnerships........................................................      11,244       62,833      52,348                  
    Proceeds from securities sold short, net of payments to cover short                                                           
       positions...........................................................         --           --       21,340                  
    Capital expenditures including ownership interests in aircraft.........      (4,519)      (1,909)     (4,824)                 
    Acquisition of Snapple Beverage Corp...................................         --       (75,000)        --                   
    Other business acquisitions............................................         --          (650)        --                   
    Capital contributed to subsidiaries....................................         --        (6,204)        --                   
    Loans to subsidiaries, net of repayments...............................        (340)      (4,635)     (9,430)                 
    Other..................................................................         (64)           6      (2,182)                 
                                                                             ----------    ---------   ---------                  
            Net cash used in investing activities..........................     (55,060)     (83,432)    (14,678)                 
                                                                             ----------    ---------   ---------                  
Cash flows from financing activities:                                                                                             
    Proceeds from long-term debt...........................................         --           --      100,163                  
    Repayments of long-term debt ..........................................      (4,529)         --      (10,000)                 
    Repurchases of common stock for treasury...............................        (496)      (1,594)    (54,680)                 
    Net borrowings (repayments) from subsidiaries..........................      30,600        2,100        (550)                 
    Proceeds from stock option issuances...................................         108        2,433       3,939                  
    Deferred financing costs...............................................         --           --       (4,000)                 
    Other..................................................................         (51)        (650)         35                  
                                                                             ----------    ---------   ---------                  
             Net cash provided by financing activities.....................      25,632        2,289      34,907                  
                                                                             ----------    ---------   ---------                  
Net increase (decrease) in cash and cash equivalents ......................     110,985      (36,714)      1,424                  
Cash at beginning of year..................................................      12,550      123,535      86,821                  
                                                                             ----------    ---------   ---------                  
Cash at end of year........................................................  $  123,535    $  86,821   $  88,245                  
                                                                             ==========    =========   =========                  

NOTE: Cash as used herein includes cash and cash equivalents                    

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                                                                                                                  SCHEDULE II
                                              TRIARC COMPANIES, INC. AND SUBSIDIARIES                                        
                                                 VALUATION AND QUALIFYING ACCOUNTS                                           

                                                                Additions                                                    
                                                      ---------------------------------                                      
                                       Balance at     Charged  to        Charged to      Deductions  Balance at              
                                       Beginning        Costs and           Other           from       End of                
        Description                     of Year         Expenses          Accounts        Reserves      Year                 
       ------------                     -------         --------          --------        --------      -----                
                                                                        (IN THOUSANDS)                                       

                                                                                                                             
Year ended December 31, 1996:                                                                                                
   Receivables - allowance for doubtful                                                                                      
      accounts:                                                                                                              
        Trade                           $   6,044     $    3,680       $       205 (1)  $(5,933)(2)    $   3,996             
        Affiliate                           1,351          5,675(3)             --       (4,475)(4)        2,551             
                                        ---------     ----------       -----------      -------        ---------             
             Total                      $   7,395     $    9,355       $       205     $(10,408)       $   6,547             
                                        =========     ==========       ===========     ========        =========             
   Insurance loss reserves              $   9,398     $      763       $        --      $  (333)(5)    $   9,828             
                                        =========     ==========       ===========     ========        =========             

Year ended December 28, 1997:                                                                                                
   Receivables - allowance for doubtful                                                                                      
      accounts:                                                                                                              
        Trade                           $   3,996     $    7,257(6)    $       725 (1) $ (4,007)(7)   $   7,971              
        Affiliate                           2,551            975               --          (256)(4)       3,270              
                                        ---------     ----------       -----------     --------       ---------              
             Total                      $   6,547     $    8,232       $       725     $ (4,263)      $  11,241              
                                        =========     ==========       ===========     ========       =========              
   Insurance loss reserves              $   9,828     $       39       $       --      $ (1,446)(5)   $   8,421              
                                        =========     ==========       ===========     ========       =========              

Year ended January 3, 1999:                                                                                                  
   Receivables - allowance for doubtful                                                                                      
      accounts:                                                                                                              
        Trade                           $   7,971     $    2,861       $        32 (1) $ (5,313)(4)   $   5,551              
        Affiliate                           3,270           (474)(8)      --             (2,796)(4)          --              
                                        ---------      ---------       -----------      -------       ---------              
             Total                      $  11,241     $    2,387       $        32     $ (8,109)      $   5,551              
                                        =========     ==========       ===========     ========       =========              
   Insurance loss reserves              $   8,421     $      --        $       --      $ (8,421)(9)   $      --              
                                        =========     ==========       ===========     ========       =========              


(1)  Recoveries  of accounts  previously  determined  to be  uncollectible.     
(2)  Consists of  $4,125,000  attributable  to the sale of the Textile  Business
     (see Note 3 to the consolidated  financial  statements  included  elsewhere
herein) and  $1,808,000  of accounts  determined to be  uncollectible.
(3)  Includes  $3,675,000  reported in "Gain on sale of  businesses,  net".     
(4)  Accounts  determined  to be  uncollectible.                                
(5)  Payment of claims  and/or reclassification to "Accounts payable".          
(6)  Includes $3,229,000 charged to "Acquisition related" costs.                
(7)  Consists of $1,179,000 attributable to the deconsolidation  of  National   
     Propane  (see  Note  7 to  the  consolidated financial  statements included
elsewhere herein) and $2,828,000 of accounts determined  to be        
uncollectible.                                                        
(8)  Reversal of  provision  for doubtful accounts due to  recoveries  of       
accounts  previously  fully  reserved.                                
(9)  Consists of $8,224,000  attributable  to the sale of  Chesapeake  Insurance
     (see Note 3 to the consolidated  financial  statements  included  elsewhere
     herein)  and  $197,000  of payment  of claims  and/or  reclassification  to
"Accounts payable".                                                   

                                                               Exhibit 10.30

    GUARANTY AGREEMENT

               This  GUARANTY  AGREEMENT is made and entered into as of the 23rd
day of March, 1999 (this  "Agreement")  among National Propane  Corporation (the
"Managing General Partner"),  Triarc Companies, Inc. ("Triarc") and Nelson Peltz
(the "Director").                                                               

               WHEREAS,  the  Managing  General  Partner and the  Director  have
entered  into  an  Indemnification  Agreement  effective  April  24,  1993  (the
"Indemnification  Agreement") which provides for indemnification of the Director
and Triarc wishes to guarantee the Managing General Partner's  obligation to the
Director under the Indemnification Agreement;                                   

               NOW,  THEREFORE,  in consideration of the foregoing,  the parties
hereto do hereby agree as follows:                                              

               1.  Guaranty.   Triarc  hereby  irrevocably  and  unconditionally
guarantees  to the  Director  timely and  complete  performance  by the Managing
General  Partner  of  all  of  the  Managing  General  Partner's   undertakings,
covenants,  obligations  and  indemnities  provided  for in the  Indemnification
Agreement. This guaranty is a guaranty of payment and of performance.           

               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement as of the day and year first above written.                           

                        TRIARC COMPANIES, INC.

                     By: BRIAN L. SCHORR
                                Name:  Brian L. Schorr
                                           Title:   Executive Vice President

NELSON PELTZ                                                                    
Nelson Peltz                                                                    

                                                                Exhibit 21.1

    TRIARC COMPANIES, INC.
    LIST OF SUBSIDIARIES AS OF
    March 15, 1999

                                                       STATE OR JURISDICTION
                                                       UNDER WHICH ORGANIZED

Triarc Consumer Products Group, LLC                              Delaware       
Triarc Beverage Holdings Corp.                               Delaware   
 Mistic Brands, Inc.                                      Delaware
 Snapple Beverage Corp.                                   Delaware
    Snapple International Corp.                           Delaware
      Snapple Beverages de Mexico, S.A. de C.V.(1)      Mexico
        Snapple Caribbean Corp.                           Delaware
          Snapple Europe Limited                                United Kingdom
  Snapple Canada, Ltd.                                  Canada
    Snapple Worldwide Corp.                               Delaware
    Snapple Finance Corp.                                 Delaware
      Pacific Snapple Distributors, Inc.                    California
    Mr. Natural, Inc.                                     Delaware
    Kelrae, Inc.                                          Delaware
      Millrose Distributors, Inc.                           New Jersey
RC/Arby's Corporation (formerly Royal Crown                             
Corporation)                                                 Delaware   
 ARHC, LLC                                                Delaware
 RCAC Asset Management, Inc.                              Delaware
 Arby's, Inc.                                             Delaware
   Arby's Building and Construction Co.                  Georgia
   Arby's of Canada Inc.                                 Ontario
     Arby's (Hong Kong) Limited                            Hong Kong
  Arby's De Mexico S.A. de CV                           Mexico
      Arby's Immobiliara                                Mexico
      Arby's Servicios                                  Mexico
    TJ Holding Company, Inc.                              Delaware
       Arby's Restaurants, Limited                              United Kingdom
       Arby's Limited                                           United Kingdom
 Arby's Restaurant Construction Company                   Delaware
 Arby's Restaurants, Inc.                                 Delaware
RC-11, Inc. (formerly National Picture &                        
       Frame Co.)                                            Mississippi
Promociones Corona Real, S.A. de C.V.                    Mexico 
 RC Leasing, Inc.                                         Delaware
   Royal Crown Nederland B.V.                               Netherland
RC Cola Canada Limited (formerly Nehi Canada                    
   Limited)                                             Canada
Royal Crown Bottling Company of Texas (formerly                 
 Royal Crown Bottlers of Texas, Inc.)                     Delaware
Royal Crown Company, Inc. (formerly Royal Crown                 
    Cola Co.)                                             Delaware
   RC Services Limited(2)                                Ireland
   Retailer Concentrate Products, Inc.                   Florida
    TriBev Corporation                                    Delaware
Cable Car Beverage Corporation                               Delaware   
 Old San Francisco Seltzer, Inc.                          Colorado
 Fountain Classics, In .                                  Colorado
Madison West Associates Corp.                                    Delaware       
National Propane Corporation (3)                                 Delaware       
National Propane SGP, Inc.                                   Delaware   
 National Propane Partners, L.P. (4)                      Delaware
    National Propane, L.P.(4)                             Delaware
        National Sales & Service, Inc.                    Delaware
Carib Gas Corporation of St. Croix (formerly      
           LP Gas Corporation of St. Croix)               Delaware
Carib Gas Corporation of St. Thomas (formerly     
           LP Gas Corporation of St.Thomas)               Delaware
NPC Leasing Corp.                                                New York       
Citrus Acquisition Corporation                                   Florida        
Adams Packing Association, Inc. (formerly New                           
Adams, Inc.)                                              Delaware
Groves Company, Inc. (formerly New Texsun, Inc.)             Delaware   
Home Furnishing Acquisition Corporation                          Delaware       
1725 Contra Costa Property, Inc. (formerly Couroc                       
of Monterey, Inc.)                                        Delaware
Hoyne Industries, Inc. (formerly New Hoyne, Inc.)            Delaware   
Hoyne International (U.K.), Inc.                             Delaware   
GVT Holdings, Inc. (5)                                           Delaware       
   TXL Corp.(formerly Graniteville Company)                     South Carolina
       TXL International Sales, Inc.                            South Carolina
 GTXL, Inc..                                              Delaware
 TXL Holdings, Inc.                                       Delaware
SEPSCO, LLC                                                      Delaware       
Crystal Ice & Cold Storage, Inc.                             Delaware   
Southeastern Gas Company                                     Delaware   
      Geotec Engineers, Inc.                                   West Virginia
Triarc Holdings 1, Inc.                                          Delaware       
Triarc Holdings 2, Inc.                                          Delaware       
Triarc Development Corporation                                   Delaware       
Triarc Acquisition Corp                                          Delaware       
-------------                                                                   

(1)     99% owned by Snapple International Corp. and 1% owned by Snapple World- 
wide Corp.                                                      

(2)     99%  owned  by  Royal  Crown  Company,  Inc.  and  1% owned by RC/Arby's
Corporation.                                                    

(3)     24.3% owned by SEPSCO, LLC and 75.7% owned by Triarc Companies, Inc.    

(4)     National  Propane  Corporation is the managing  general  partner of both
        partnerships  and holds a combined  2%  unsubordinated  general  partner
        interest  therein and a 38.7%  subordinated  general partner interest in
        National  Propane  Partners,  L.P.  National  Propane  SGP,  Inc. is the
        special  general  partner of both  partnerships  and holds a combined 2%
        unsubordinated general partner interest therein. The public owns a 57.3%
        limited partner interest in National  Propane  Partners,  L.P.  National
        Propane Partners,  L.P. is the sole limited partner of National Propane,
L.P.                                                            

(5)     50% owned by Triarc Companies, Inc. and 50% owned by SEPSCO, LLC.       

                                                                  Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT                                                   

We  consent  to  the  incorporation  by reference in Registration Statement Nos.
33-60551 and 333-44711 of Triarc  Companies,  Inc.  on  Form  S-8 of our reports
dated March 26, 1999 (April 5, 1999 as to Note 27 to the consolidated financial 
statements), appearing in the Annual Report on Form 10-K of Triarc Companies,   
Inc. for the year ended January 3, 1999.                                        

DELOITTE & TOUCHE LLP                                                           

New York, New York                                                              

April 5, 1999                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		2/9/13		8
		6/30/10		2		8
		2/9/08		8
		10/21/03		8
		2/9/03		1		8
		12/20/00		8					4/A
		8/1/00		8
		1/3/00		2					5
		1/2/00		2		8			10-K,  10-K/A,  5,  8-K
		1/1/00		1		2
		9/1/99		2		8
		8/31/99		1		8
		8/24/99		1		8
		7/27/99		1					424B3
		7/1/99		1					S-8
		5/3/99		8					10-K/A
		4/13/99		1		8
		4/9/99		1		8
Filed on:		4/6/99							NT 10-K
		4/5/99		1		13
		4/1/99		8					8-K
		3/31/99		1		8
		3/30/99		1		8
		3/26/99		1		13
		3/23/99		1		8
		3/15/99		1		13
		3/12/99		1		8			424B3,  SC 13D/A,  SC 13E4
		3/11/99		8					8-K
		3/10/99		1		8
		2/26/99		1					8-K
		2/25/99		1		8			8-K
		2/23/99		2		8
		2/18/99		8
		2/14/99		2		8
		2/10/99		1
		1/31/99		2		8
		1/15/99		8
		1/4/99		2
For Period End:		1/3/99		1		13			10-K/A,  5,  NT 10-K
		12/31/98		1		8
		12/30/98		1		8
		12/4/98		1
		11/30/98		1
		11/26/98		1
		11/12/98		8					10-Q,  8-K
		11/5/98		8					8-K
		10/20/98		8					8-K
		10/12/98		1		8			8-K
		10/8/98		1
		9/27/98		8					10-Q
		8/27/98		2		8
		8/15/98		8
		8/7/98		2		8
		7/28/98		1					8-K
		7/23/98		8
		6/30/98		2		8			4
		6/28/98		8					10-Q
		5/13/98		8					10-Q,  8-K
		5/6/98		1					DEF 14A
		5/1/98		2		8
		3/30/98		8
		3/29/98		1		8			10-Q
		3/25/98		8
		3/23/98		8
		3/16/98		8					8-K
		3/13/98		1
		3/10/98		8
		3/6/98		8					8-K/A
		2/9/98		1		8			5,  8-K,  8-K/A
		2/4/98		8					8-K/A
		2/1/98		8
		1/22/98		8					S-8
		12/31/97		8					4
		12/29/97		2		8
		12/28/97		1		13			10-K,  5
		12/27/97		8
		12/23/97		2		8			8-K,  8-K/A
		11/25/97		2		8			8-K,  8-K/A
		10/22/97		8					S-4
		10/13/97		1
		10/2/97		1
		10/1/97		8
		9/30/97		8
		9/28/97		8					10-Q
		8/18/97		1					10-Q
		8/13/97		1
		7/18/97		8					8-K
		7/9/97		8
		6/29/97		8					10-Q,  10-Q/A,  NT 10-K,  NT 10-Q
		6/25/97		1
		6/24/97		8					8-K
		6/6/97		8					8-K
		6/3/97		1
		6/1/97		8
		5/22/97		1		8			8-K,  8-K/A
		5/21/97		8
		5/15/97		8
		5/5/97		2		8			8-K,  8-K/A
		4/22/97		8
		3/31/97		1		8			10-K,  8-K
		3/30/97		8					10-Q
		3/27/97		8
		2/13/97		8					3,  5,  8-K
		1/14/97		8
		1/1/97		1		8
		12/31/96		2		13			10-K,  10-K/A,  5
		11/5/96		8
		9/24/96		8
		8/13/96		8
		7/31/96		8
		7/2/96		8					8-K,  8-K/A
		7/1/96		2		8
		6/27/96		1
		6/26/96		8					8-K/A
		4/29/96		2		8			DEF 14A
		2/22/96		2					8-K
		2/19/96		1
		1/31/96		8					8-K
		1/1/96		8
		12/31/95		6		8			10-K
		3/29/95		8					8-K
		1/11/95		8					8-K
		1/9/95		8
		1/1/95		1
		11/9/94		1
		6/29/94		8
		4/25/94		1
		4/21/94		8
		3/11/94		8					S-4/A
		1/31/94		8
		1/28/94		8
		12/31/93		1		8			10-KT,  NT 10-K
		10/1/93		1		8
		5/1/93		1
		4/30/93		1		8
		4/24/93		13
		4/23/93		8
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Wendy’s Co.                       10-K       12/31/23  156:17M
 3/01/23  Wendy’s Co.                       10-K        1/01/23  161:19M
 3/01/22  Wendy’s Co.                       10-K        1/02/22  156:19M
 3/03/21  Wendy’s Co.                       10-K        1/03/21  170:22M