Wendy's Co – ‘S-4’ on 10/22/97

As of:  Wednesday, 10/22/97   ·   Accession #:  950117-97-1710   ·   File #:  333-38457

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Triarc S-4                                           202   1.16M 
 2: EX-3        Exhibit 3.1                                           41    172K 
 4: EX-4        Exhibit 4.16                                          29    101K 
 3: EX-4        Exhibit 4.2                                           81    350K 
 5: EX-5        Exhibit 5.1                                            4     11K 
 6: EX-8        Exhibit 8.1                                            7     33K 
 7: EX-10       Exhibit 10.30                                         38    132K 
 8: EX-10       Exhibit 10.31                                         30    112K 
 9: EX-21       Exhibit 21.1                                           3     21K 
10: EX-23       Exhibit 23.3                                           1      7K 
11: EX-23       Exhibit 23.4                                           1      6K 
12: EX-23       Exhibit 23.5                                           1      7K 
13: EX-23       Exhibit 23.6                                           1      7K 

S-4   —   Triarc S-4
Document Table of Contents

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                                             Registration No. 333-______________

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-4

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

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

TRIARC COMPANIES, INC.
(Exact name of Registrant as specified in its charter)

                                                                [Download Table]
                                                                                  
            DELAWARE                         5149                  38-0471180     
(State or other jurisdiction of  (Primary Standard Industrial     (IRS Employer   
 incorporation or organization)  Classification Code Number)   Identification No.)

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

 280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 

 BRIAN L. SCHORR
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
TRIARC COMPANIES, INC.
 280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

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

COPY TO:

PAUL D. GINSBERG
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
 1285 AVENUE OF THE AMERICAS
 NEW YORK, NEW YORK 10019-6064
212-373-3000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective and
upon consummation of the Merger described in the enclosed Proxy 
Statement/Prospectus. 

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

If the securities being registered on this Form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. [ ]                             

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number for the earlier effective 
registration statement for the same offering. [ ]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed Maximum                                 Amount of   
            Title of Each Class of                 Amount to be      Offering Price Per     Proposed Maximum         Registration  
          Securities to be Registered               Registered              Share        Aggregate Offering Price          Fee     
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Class A Common Stock, par value $.10 per share   1,971,350 shares(1)         (2)                  (2)               $8,491.77(2)(3)
-----------------------------------------------------------------------------------------------------------------------------------

(1)  Based upon the maximum number of shares that may be issued in the Merger   
described herein.                                                     

(2)  The registration fee for the securities registered hereby has been         
    calculated pursuant to Rule 457(f)(1) under the Securities Act as follows:
    one thirty-third of 1% of (A) the product of (i) $3.08, the average of the
high and low prices of Cable Car Common Stock reported on The Nasdaq  
SmallCap Market on October 20, 1997, multiplied by (ii) 9,098,324, the
   maximum number of shares of Cable Car Common Stock which may be exchanged
upon the consummation of the Merger.                                  

(3)  A fee of $7020.86 was paid on behalf of Cable Car Beverage Corporation with
   respect to the transaction on August 12, 1997, pursuant to a filing under
    Rule 14a-6(a) of a Schedule 14A. Pursuant to Rule 457(b) promulgated under
    the Securities Act and Section 14(g)(1)(B) and Rule 0-11 promulgated under
the Securities Exchange Act of 1934, as amended, the amount of such   
  previously paid fee has been credited against the registration fee which
    would otherwise be payable in connection with this filing. Accordingly, an
 additional filing fee of $1,470.91 is required to be paid in connection
with this filing.                                                     

       THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT   
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION 
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME   
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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[LETTERHEAD OF CABLE CAR BEVERAGE CORPORATION]

To our Stockholders:                                                            

    You are cordially invited to attend a Special Meeting of Stockholders (the
'Special Meeting') of Cable Car Beverage Corporation ('Cable Car'), which will  
be held on Tuesday, November 25, 1997, at 10:00 a.m., local time, at Norwest    
Bank Building, 1740 Broadway, Forum Room, Denver, Colorado 80274. At the        
Special Meeting, you will be asked to consider and vote upon the                
proposed acquisition by Triarc Companies, Inc. ('Triarc') of Cable Car.         
The acquisition will be accomplished by a merger (the 'Merger') of a wholly     
owned subsidiary of Triarc into Cable Car, with Cable Car being the surviving   
corporation in the Merger. After the effective time of the Merger, Cable Car    
will be a wholly owned subsidiary of Triarc. The terms of the Merger are        
described in detail in the accompanying Proxy Statement/Prospectus.             

 In the Merger, each share of common stock, par value $.01 per share, of
Cable Car (the 'Cable Car Common Stock') issued and outstanding immediately     
prior to the effective time of the Merger will be converted into the right to   
receive 0.1722 of a share of Triarc's Class A common stock, par value $.10 per  
share ('Triarc Common Stock'), subject to certain adjustments described in the  
Proxy Statement/Prospectus, and any cash to be paid in lieu of fractional shares
of Triarc Common Stock.                                                         

    YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AND RECOMMENDS
A VOTE FOR APPROVAL OF THE MERGER AND THE RELATED AGREEMENT AND PLAN OF MERGER. 

     In reaching its determination to approve the Merger, the Board of Directors
consulted with Cable Car's management, as well as its legal counsel and         
financial advisor, and considered several factors including those discussed at  
pages 40-41 of the accompanying Proxy Statement/Prospectus under the caption    
'The Proposed Merger and Related Matters -- Cable Car's Reasons for the Merger; 
Recommendation of Cable Car's Board of Directors.' The Merger provides that the 
Cable Car stockholders will receive stock in Triarc, which has a higher market  
value than the recent trading value of the Cable Car Common Stock. Additionally,
the Merger affords holders of Cable Car Common Stock the opportunity to reduce  
their exposure to the risks inherent in Cable Car's limited number of products, 
which are primarily premium soft drinks and waters, and the opportunity to      
achieve greater liquidity and stability through an equity interest in Triarc (a 
New York Stock Exchange listed company). You are urged to, and should, read the 
discussion set forth under the captions 'The Proposed Merger and Related        
Matters -- Cable Car's Reasons for the Merger; Recommendations of Cable Car's   
Board of Directors' at pages 40-41, ' -- Opinion of Financial Advisor to Cable  
Car' at pages 42-46, and ' -- Background of the Merger' at pages 38-40 of the   
accompanying Proxy Statement/Prospectus, each in its entirety.                  

The attached Notice of Special Meeting and Proxy Statement/Prospectus 
contain detailed information concerning the Special Meeting. Please read the    
Notice and the Proxy Statement/Prospectus and consider this information         
carefully.                                                                      

 THE MERGER CANNOT BE EFFECTED UNLESS IT IS APPROVED BY THE HOLDERS OF A
MAJORITY OF THE SHARES OF CABLE CAR COMMON STOCK ENTITLED TO VOTE AT THE SPECIAL
MEETING. IT IS IMPORTANT THAT YOUR SHARES OF CABLE CAR COMMON STOCK BE          
REPRESENTED AND VOTED AT THE SPECIAL MEETING, REGARDLESS OF THE SIZE OF YOUR    
HOLDINGS. ACCORDINGLY, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN 
PERSON, PLEASE PROMPTLY MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN 
THE ACCOMPANYING POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY IN THE     
MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS AT ANY TIME     
BEFORE IT IS EXERCISED AT THE SPECIAL MEETING.                                  

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Returning the proxy does NOT deprive you of your right to attend the  
Special Meeting and to vote your shares in person with respect to the matters to
be acted upon at the Special Meeting. This solicitation is made on behalf of the
Board of Directors of Cable Car.                                                

PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY CARD.       

  We look forward to your attendance at the Special Meeting. Thank you for
your consideration and your continued support.                                  

              Sincerely,

                     SAMUEL M. SIMPSON
            Chairman

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CABLE CAR BEVERAGE CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON NOVEMBER 25, 1997   

To the Stockholders of                                                          
CABLE CAR BEVERAGE CORPORATION:                                                 

    Notice is hereby given that a Special Meeting of Stockholders of Cable Car
Beverage Corporation, a Delaware corporation ('Cable Car'), will be held on     
Tuesday, November 25, 1997, 10:00 a.m., local time, at Norwest Bank Building,   
1740 Broadway, Forum Room, Denver, Colorado 80274 for the following             
purposes:                                                                       

          1. To consider and vote upon the approval of the Agreement and Plan of
Merger dated June 24, 1997, as amended (the 'Merger Agreement'), among
Triarc Companies, Inc., a Delaware corporation ('Triarc'), CCB Merger 
     Corporation, a Delaware corporation and a wholly owned subsidiary of Triarc
    ('Mergerco'), and Cable Car, that provides for the merger of Mergerco into
     Cable Car (the 'Merger'). After the effective time of the Merger, Cable Car
    will be the surviving corporation and a wholly owned subsidiary of Triarc.

          Upon consummation of the Merger, each share of common stock, par value
$.01 per share, of Cable Car (the 'Cable Car Common Stock') issued and
  outstanding immediately prior to the effective time of the Merger (other
     than treasury shares and shares owned by Triarc and its subsidiaries and by
   subsidiaries of Cable Car, which shares will be canceled, and shares with
 respect to which the holder has properly exercised its appraisal rights
     under Delaware law) will be converted into the right to receive 0.1722 of a
    share (the 'Conversion Price') of Class A Common Stock, par value $.10 per
share, of Triarc ('Triarc Common Stock'), subject to the adjustment   
  described below, and any cash to be paid in lieu of fractional shares of
Triarc Common Stock. The Conversion Price is subject to adjustment as 
follows: (i) if the Average Triarc Share Price (as defined under the  
caption 'The Merger Agreement -- Conversion of Securities' in the     
 accompanying Proxy Statement/Prospectus) is less than $18.875, then the
Conversion Price shall be adjusted to equal the quotient obtained by  
    dividing $3.25 by such Average Triarc Share Price, and (ii) if the Average
    Triarc Share Price is greater than $24.50, then the Conversion Price shall
be adjusted to equal the quotient obtained by dividing $4.22 by such  
Average Triarc Share Price.                                           

      2. To transact such other business as may properly come before the
    Special Meeting or any adjournment or postponement thereof. Cable Car does
   not currently intend to bring any business other than the approval of the
Merger Agreement and the Merger before the Special Meeting or any     
adjournments or postponements thereof.                                

     THE BOARD OF DIRECTORS OF CABLE CAR HAS UNANIMOUSLY APPROVED THE MERGER AND
BELIEVES THAT THE TERMS OF THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF,
CABLE CAR AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS OF CABLE CAR RECOMMENDS  
UNANIMOUSLY THAT CABLE CAR STOCKHOLDERS VOTE FOR APPROVAL OF THE MERGER         
AGREEMENT AND THE MERGER AT THE SPECIAL MEETING.                                

  Only stockholders of record at the close of business on October 23, 1997
are entitled to notice of, and to vote at, the Special Meeting and any          
adjournments or postponements thereof.                                          

     Holders of Cable Car Common Stock have the right to dissent from the merger
and seek an appraisal of their shares pursuant to court proceedings by following
the procedures prescribed under Section 262 of the General Corporation Law of   
the State of Delaware as further described under the caption 'Appraisal Rights' 
in the accompanying Proxy Statement/Prospectus.                                 

    The accompanying Proxy Statement/Prospectus describes in detail the Merger
and the transactions contemplated by the Merger Agreement and contains certain  
other information regarding Cable Car and Triarc. The Merger is of great        
importance to Cable Car and its stockholders. Please read the Proxy             
Statement/Prospectus carefully and then complete, sign and date the enclosed    
proxy card and return it                                                        

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promptly in the enclosed self-addressed postage prepaid reply envelope whether  
or not you plan to attend the Special Meeting.                                  

                                       By Order of the Board of Directors,

                     SAMUEL M. SIMPSON
            Chairman

October 24, 1997                                                              

YOUR VOTE IS IMPORTANT. 

------------------------
 ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN
PERSON. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE MARK, SIGN, DATE AND RETURN   
THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE PREPAID REPLY ENVELOPE.
YOU MAY VOTE IN PERSON AT THE SPECIAL MEETING EVEN IF YOU HAVE PREVIOUSLY       
RETURNED A PROXY CARD.                                                          

------------------------
PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY CARD.       

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PROXY STATEMENT/PROSPECTUS                                                      
--------------------------                                                      
[CABLE CAR LOGO]                                                   [TRIARC LOGO]
PROXY STATEMENT 
FOR 
SPECIAL MEETING OF STOCKHOLDERS 
OF
CABLE CAR BEVERAGE CORPORATION
 TO BE HELD ON NOVEMBER 25, 1997
------------------------

PROSPECTUS
OF
TRIARC COMPANIES, INC.
SHARES OF CLASS A COMMON STOCK
PAR VALUE $.10 PER SHARE
------------------------
 This Proxy Statement/Prospectus ('Proxy Statement/Prospectus') is being
furnished to the stockholders of Cable Car Beverage Corporation, a Delaware     
corporation ('Cable Car'), in connection with the solicitation of proxies by the
Board of Directors of Cable Car (the 'Cable Car Board') for use at the Special  
Meeting of Stockholders of Cable Car to be held on Tuesday, November 25,        
1997 at 10:00 a.m., local time, at Norwest Bank Building, 1740 Broadway,        
Forum Room, Denver, Colorado 80274, or any adjournments or postponements        
thereof (the 'Special Meeting').                                                

    At the Special Meeting, holders of shares of Cable Car's common stock, par
value $.01 per share ('Cable Car Common Stock'), will vote upon a proposal to   
approve the Agreement and Plan of Merger dated June 24, 1997, as amended (the   
'Merger Agreement'), among Cable Car, Triarc Companies, Inc., a Delaware        
corporation ('Triarc'), and CCB Merger Corporation, a Delaware corporation and  
wholly owned subsidiary of Triarc ('Mergerco'), pursuant to which Mergerco will 
merge into Cable Car (the 'Merger'). Cable Car will be the surviving corporation
of the Merger and will become a wholly owned subsidiary of Triarc. A copy of the
Merger Agreement is attached to this Proxy Statement/Prospectus as Appendix B-1 
and is incorporated herein by reference. At the Special Meeting, stockholders of
Cable Car also will be asked to consider and vote upon such other business, if  
any, as may properly be brought before the Special Meeting or any adjournments  
or postponements thereof. Cable Car does not currently intend to bring any      
business other than the adoption of the Merger Agreement before the Special     
Meeting or any adjournments or postponements thereof.                           
 Pursuant to the Merger, each share of Cable Car Common Stock issued and
outstanding immediately prior to the effective time of the Merger (other than   
treasury shares and shares held by Triarc and its subsidiaries and subsidiaries 
of Cable Car, all of which will be canceled, and shares with respect to which   
the holder has properly exercised its appraisal rights under Delaware law) will 
be converted into the right to receive 0.1722 of a share (the 'Conversion       
Price') of Class A common stock, par value $.10 per share, of Triarc (the       
'Triarc Common Stock'), subject to the adjustment described below, and any cash 
to be paid in lieu of fractional shares of Triarc Common Stock. The Conversion  
Price is subject to adjustment as follows: (i) if the Average Triarc Share Price
(as defined below in under the caption 'The Merger Agreement -- Conversion of   
Securities') is less than $18.875, then the Conversion Price shall be adjusted  
to equal the quotient obtained by dividing $3.25 by such Average Triarc Share   
Price, and (ii) if the Average Triarc Share Price is greater than $24.50, then  
the Conversion Price shall be adjusted to equal the quotient obtained by        
dividing $4.22 by such Average Triarc Share Price (the Conversion Price as so   
adjusted is referred to herein as the 'Adjusted Conversion Price'). For example,
if the Average Triarc Share Price is (i) $18.875 or greater, but not greater    
than $24.50, then each share of Cable Car Common Stock will be converted at the 
Effective Time into the right to receive 0.1722 of a share of Triarc Common     
Stock; (ii) $18.00, then each share of Cable Car Common Stock will be converted 
at the Effective Time into the right to receive 0.18056 of a share of Triarc    
Common Stock; and (iii) $26.00, then each share of Cable Car Common Stock will  
be converted at the Effective Time into the right to receive 0.16231 of a share 
of Triarc Common Stock. Stockholders of Cable Car may obtain the most recent    
stock prices of Cable Car Common Stock and Triarc Common Stock by calling Triarc
toll free at (800) 787-4272, Attention: Investor Relations. A description of the
terms of the Merger is set forth in this Proxy Statement/Prospectus under the   
captions 'The Proposed Merger and Related Matters' and 'The Merger Agreement.'  
------------------------

    FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS
IN EVALUATING THE MERGER AND THE SECURITIES OFFERED HEREBY, SEE 'RISK FACTORS,' 
BEGINNING ON PAGE 27.                                                           
------------------------
 This Proxy Statement/Prospectus also constitutes the prospectus for the
shares of Triarc Common Stock to be issued in the Merger. Triarc has filed a    
Registration Statement on Form S-4 (together with any amendments thereto, the   
'Registration Statement') with the Securities and Exchange Commission (the      
'Commission') regarding the registration of such shares, of which this Proxy    
Statement/Prospectus is a part.                                                 
------------------------

THE SHARES OF TRIARC COMMON STOCK TO BE ISSUED IN THE MERGER HAVE NOT BEEN      
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY  
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE     
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE     
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.   
------------------------

THIS PROXY STATEMENT/PROSPECTUS IS FIRST BEING MAILED TO CABLE CAR
STOCKHOLDERS ON OR ABOUT OCTOBER 24, 1997.      
------------------------

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS OCTOBER 22, 1997.      

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TABLE OF CONTENTS 

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                                                                                                            PAGE
                                                                                                            ----
                                                                                                                
AVAILABLE INFORMATION......................................................................................   2 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................   2 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.................................................   3 
SUMMARY....................................................................................................   5 
     The Companies.........................................................................................   5 
     The Special Meeting of Stockholders of Cable Car......................................................   7 
     The Merger............................................................................................  11 
     Risk Factors..........................................................................................  19 
     Management............................................................................................  19 
     COMPARATIVE MARKET PRICES AND DIVIDENDS -- TRIARC AND CABLE CAR.......................................  19 
     HISTORICAL AND PRO FORMA PER SHARE DATA -- TRIARC AND CABLE CAR.......................................  22 
     TRIARC -- SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA.............................................  23 
     CABLE CAR -- SUMMARY HISTORICAL FINANCIAL DATA........................................................  26 
RISK FACTORS...............................................................................................  27 
     Holding Company Structure.............................................................................  27 
     Substantial Leverage..................................................................................  27 
     Net Losses............................................................................................  28 
     Possible Price Volatility of Triarc Common Stock......................................................  28 
     Dividends.............................................................................................  28 
     Successful Completion and Integration of Acquisitions.................................................  28 
     Environmental Liabilities.............................................................................  29 
     Weather Conditions Affect the Demand for Propane......................................................  29 
     Energy Efficiency and Technology Trends May Affect Demand for Propane.................................  30 
     Royal Crown's Reliance on Certain Bottler's and Private Label Sales...................................  30 
     Competition...........................................................................................  30 
     Dependence on Key Personnel...........................................................................  31 
     Control by Certain Shareholders.......................................................................  31 
     Certain Federal Income Tax Consequences...............................................................  32 
     Additional Interests of Cable Car Management..........................................................  32 
     Effect of Preferred Stock; Anti-Takeover Provisions...................................................  32 
     Effect of Triarc Stock Options........................................................................  32 
     Comparative Rights of Cable Car Stockholders Before and After the Merger..............................  33 
COMPANIES..................................................................................................  33 
     Triarc Companies, Inc.................................................................................  33 
     CCB Merger Corporation................................................................................  34 
     Cable Car Beverage Corporation........................................................................  34 
     Recent Developments...................................................................................  34 
THE SPECIAL MEETING........................................................................................  36 
     General...............................................................................................  36 
     Matters to Be Considered..............................................................................  36 
     Vote Required.........................................................................................  36 
     Record Date; Proxies..................................................................................  37 
     Solicitation of Proxies...............................................................................  37 
THE PROPOSED MERGER AND RELATED MATTERS....................................................................  37 
     General...............................................................................................  37 
     Background of the Merger..............................................................................  38 
     Cable Car's Reasons for the Merger; Recommendation of Cable Car's Board of Directors..................  40 
     Triarc's Reasons for the Merger.......................................................................  41 
     Effective Time........................................................................................  41 

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                                                                                                            ----
                                                                                                                
     Conversion of Shares of Cable Car Common Stock........................................................  42 
     Opinion of Financial Advisor to Cable Car.............................................................  42 
     Certain Federal Income Tax Consequences...............................................................  46 
     Accounting Treatment..................................................................................  47 
     Resale of Triarc Common Stock by Affiliates...........................................................  47 
     Regulatory Approvals..................................................................................  48 
     Section 203 of the DGCL...............................................................................  48 
     Stock Exchange Listing................................................................................  49 
     Additional Interests of Cable Car Management..........................................................  49 
THE MERGER AGREEMENT.......................................................................................  52 
     Conversion of Securities..............................................................................  52 
     Exchange Procedures...................................................................................  52 
     Distributions with Respect to Unexchanged Shares......................................................  53 
     No Further Rights in Cable Car Common Stock...........................................................  53 
     No Fractional Shares..................................................................................  53 
     Cable Car Stock Options...............................................................................  54 
     Termination of Exchange Fund..........................................................................  54 
     Certain Representations and Warranties................................................................  54 
     Conduct of Business Pending the Merger................................................................  55 
     No Solicitation of Transactions.......................................................................  56 
     Indemnification of Directors and Officers.............................................................  57 
     Conditions to Consummation of the Merger..............................................................  57 
     Termination...........................................................................................  59 
     Effect of Termination.................................................................................  60 
     Fees and Expenses.....................................................................................  60 
     Amendment and Waiver..................................................................................  60 
     Stockholders Agreement................................................................................  61 
APPRAISAL RIGHTS...........................................................................................  61 
MANAGEMENT OF SURVIVING CORPORATION........................................................................  63 
CERTAIN RELATIONSHIPS AMONG TRIARC, CABLE CAR AND THEIR AFFILIATES.........................................  65 
DESCRIPTION OF TRIARC CAPITAL STOCK........................................................................  65 
PRINCIPAL HOLDERS OF CABLE CAR COMMON STOCK................................................................  66 
PRINCIPAL HOLDERS OF VOTING SECURITIES OF TRIARC COMPANIES, INC............................................  67 
TRIARC COMPANIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS....  69 
CAPITALIZATION OF TRIARC...................................................................................  80 
COMPARISON OF RIGHTS OF CABLE CAR AND TRIARC STOCKHOLDERS..................................................  81 
     General...............................................................................................  81 
     Size and Classification of the Board of Directors.....................................................  81 
     Cumulative Voting for Directors.......................................................................  81 
     Removal of Directors..................................................................................  81 
     Special Meetings of Stockholders......................................................................  81 
     Preferred Stock.......................................................................................  82 
     Certain Voting Rights.................................................................................  82 
     Certain Business Combinations.........................................................................  82 
     Appraisal Rights......................................................................................  83 
     Certain Anti-Takeover Provisions in the Triarc Charter................................................  83 
     Amendment of Charter Documents........................................................................  86 
     Indemnification of Officers and Directors.............................................................  87 
LEGAL MATTERS..............................................................................................  88 
EXPERTS....................................................................................................  88 
STOCKHOLDER PROPOSALS......................................................................................  88 

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Appendix A-1  -- Cable Car's Annual Report on Form 10-K for the year ended December 31, 1996                   
Appendix A-2  -- Cable Car's amendment on Form 10-K/A filed with the Commission on May 1, 1997                 
Appendix A-3  -- Cable Car's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997                 
Appendix B-1  -- Agreement and Plan of Merger dated June 24, 1997 and Amendment No. 1 to Agreement and Plan of 
                Merger dated as of September 30, 1997                                                          
Appendix B-2  -- Stockholders Agreement dated June 24, 1997 and Amendment No. 1 to Stockholders Agreement dated
                as of July 9, 1997                                                                             
Appendix C    -- Opinion of Montgomery Securities dated June 24, 1997                                          
Appendix D    -- Section 262 of the General Corporation Law of the State of Delaware                           

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LIST OF DEFINED TERMS 

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1997 EBITDA................................................................................................  44 
1997 Transactions..........................................................................................   6 
Acquiring Person Termination...............................................................................  60 
Acquisition Proposal.......................................................................................  57 
Acquisition Proposal Termination...........................................................................  60 
Adjusted Conversion Price..................................................................................   1 
AMCON......................................................................................................  26 
Antitrust Division.........................................................................................  48 
Arby's Restaurants Sale....................................................................................   5 
Average Triarc Share Price.................................................................................  12 
Beverage Companies.........................................................................................  44 
Board Recommendation Termination...........................................................................  60 
Business Combination.......................................................................................  85 
C&C Sale...................................................................................................   6 
Cable Car..................................................................................................   1 
Cable Car Acquisition......................................................................................  69 
Cable Car Board............................................................................................   1 
Cable Car Bylaws...........................................................................................  19 
Cable Car Charter..........................................................................................  19 
Cable Car Common Stock.....................................................................................   1 
Cable Car Default Termination..............................................................................  60 
Cable Car Options..........................................................................................  12 
Cable Car Subsidiaries.....................................................................................   6 
Certificates...............................................................................................  53 
Code.......................................................................................................  18 
Commission.................................................................................................   1 
Company....................................................................................................  23 
Competing Transaction Termination..........................................................................  59 
Consent Termination........................................................................................  59 
Continuing Director........................................................................................  85 
Conversion Price...........................................................................................   1 
Cott.......................................................................................................  30 
Cott Worldwide Agreement...................................................................................  30 
Delaware Court.............................................................................................  61 
DGCL.......................................................................................................  13 
Dissenting Shares..........................................................................................  52 
DWG Acquisition............................................................................................  31 
EBITDA.....................................................................................................  44 
Effective Time.............................................................................................  11 
Equity Plan................................................................................................  32 
Exchange Act...............................................................................................   2 
Exchange Agent.............................................................................................  52 
Exchange Fund..............................................................................................  52 
Fractional Shares..........................................................................................  53 
FTC........................................................................................................  48 
HSR Act....................................................................................................  18 
Interested Shareholder.....................................................................................  85 
IRS........................................................................................................  32 
Kelco......................................................................................................   6 
LTM EBITDA.................................................................................................  44 
Merger.....................................................................................................   1 
Merger Agreement...........................................................................................   1 
Mergerco...................................................................................................   1 
Mistic.....................................................................................................   5 

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Mr. Natural................................................................................................  65 
National Propane...........................................................................................   5 
Note.......................................................................................................  73 
NYSE.......................................................................................................   2 
Operating Partnership......................................................................................   5 
Option Average Share Price.................................................................................   9 
Option Conversion Price....................................................................................   8 
Optional Termination.......................................................................................  59 
Other Entity...............................................................................................  87 
Partnership................................................................................................   5 
Proxy Statement/Prospectus.................................................................................   1 
Quaker.....................................................................................................  28 
Ratification Percentage....................................................................................  84 
Record Date................................................................................................  10 
Registration Statement.....................................................................................   1 
Royal Crown................................................................................................   5 
RTM........................................................................................................  35 
Sales......................................................................................................  69 
Section 203................................................................................................  48 
Section 262................................................................................................  61 
Securities Act.............................................................................................   2 
September 29, 1997 Market Price............................................................................  73 
Simpson Employment Agreement...............................................................................  13 
Snapple....................................................................................................   5 
Snapple Acquisition........................................................................................   5 
Snapple Financial Statements...............................................................................  69 
Snapple March 1997 Financial Statements....................................................................  69 
Snapple May 22, 1997 Financial Statements..................................................................  69 
Snapple 1996 Financial Statements..........................................................................  69 
Special Meeting............................................................................................   1 
Stewart's Fountain Agreement...............................................................................  35 
Stewart's Master Agreement.................................................................................  35 
Stewart's Restaurants......................................................................................   7 
Stockholders Agreement.....................................................................................   8 
Stockholder Vote Termination...............................................................................  59 
Subject Stock..............................................................................................   8 
Subject Stockholders.......................................................................................   8 
Substitute Option..........................................................................................  54 
Surviving Corporation......................................................................................  11 
Transaction Notice.........................................................................................  56 
Transactions...............................................................................................  40 
Triarc.....................................................................................................   1 
Triarc Board...............................................................................................  19 
Triarc Bylaws..............................................................................................  19 
Triarc Charter.............................................................................................  19 
Triarc Class A Common Stock................................................................................  65 
Triarc Class B Common Stock................................................................................  65 
Triarc Common Shares.......................................................................................  65 
Triarc Common Stock........................................................................................   1 
Triarc Default Termination.................................................................................  59 
Triarc Form 10-K...........................................................................................  69 
Triarc Form 10-Q...........................................................................................  69 
Triarc Preferred Stock.....................................................................................  65 
Triarc Share Price Termination.............................................................................  17 
Voting Shares..............................................................................................  83 

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AVAILABLE INFORMATION 

    Triarc and Cable Car are each subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and in    
accordance therewith file reports, proxy statements and other information with  
the Commission. The reports, proxy statements and other information filed by    
Triarc and Cable Car with the Commission may be inspected and copied at the     
public reference facilities maintained by the Commission at Judiciary Plaza,    
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should be        
available at the Commission's Regional Offices at 7 World Trade Center, 13th    
Floor, New York, New York 10048, and 1801 California Street, Suite 4800, Denver,
Colorado 80202-2648. Copies of such material also can be obtained at prescribed 
rates from the Public Reference Section of the Commission at 450 Fifth Street,  
N.W., Washington, D.C. 20549. The Commission maintains a site on the world wide 
web that contains reports, proxy and information statements and other           
information on registrants, such as Triarc and Cable Car, who must file such    
material with the Commission electronically. The Commission's internet address  
on the world wide web is http://www.sec.gov. Triarc Common Stock is listed on   
the New York Stock Exchange, Inc. ('NYSE'), Cable Car Common Stock is quoted on 
The Nasdaq SmallCap Market, and certain of Triarc's and Cable Car's reports,    
proxy materials and other information may be available for inspection at the    
offices of the NYSE at 20 Broad Street, New York, New York 10005, or of Nasdaq  
at 1735 K Street, N.W., Washington, D.C. 20006, respectively.                   

   Triarc has filed with the Commission a Registration Statement on Form S-4
under the Securities Act of 1933, as amended (the 'Securities Act'), with       
respect to the Triarc Common Stock to be issued pursuant to the Merger. This    
Proxy Statement/Prospectus does not contain all of the information set forth in 
the Registration Statement and the exhibits thereto, certain parts of which were
omitted as permitted by the rules and regulations of the Commission. Such       
additional information may be obtained from the Commission's principal office in
Washington, D.C. As to statements contained in this Proxy Statement/Prospectus  
or in any document incorporated in this Proxy Statement/Prospectus by reference 
pertaining to the content of any contract or other document referred to herein  
or therein, in each instance reference is made to the copy of such contract or  
other document filed as an exhibit to the Registration Statement or such other  
document, each such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents filed with the Commission by Triarc (File No. 
1-2207) are incorporated by reference in this Proxy Statement/Prospectus:       

    1. Triarc's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended by amendments thereto filed with the    
Commission on April 30, 1997 and May 12, 1997;                        

      2. Triarc's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 29, 1997, as amended by an amendment thereto filed with the
Commission on September 29, 1997, and March 30, 1997;                 

        3. Triarc's Current Reports on Form 8-K filed with the Commission on
 August 4, 1997, June 26, 1997, June 6, 1997 (as amended by an amendment
thereto filed with the Commission on August 5, 1997), May 20, 1997 (as
amended by an amendment thereto filed with the Commission on August 4,
1997), March 31, 1997, February 21, 1997 and January 10, 1997; and    

    4. The descriptions of Triarc Common Stock set forth in Triarc's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
     Exchange Act, and any amendment or report filed for the purpose of updating
any such description.                                                 

  The following documents filed with the Commission by Cable Car (File No.
0-14784) are incorporated by reference in this Proxy Statement/Prospectus:      

         1. Cable Car's Annual Report on Form 10-K for the year ended December
   31, 1996, as amended by an amendment thereto filed with the Commission on
   April 30, 1997, copies of which are attached hereto as Appendices A-1 and
A-2, respectively;                                                    

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        2. Cable Car's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1997, a copy of which is attached hereto as Appendix A-3, and
March 31, 1997; and                                                   

        3. Cable Car's Current Reports on Form 8-K filed with the Commission
on August 21, 1997 and July 2, 1997.                                  

    All documents and reports filed by Triarc or Cable Car with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Proxy Statement/Prospectus and prior to the date of the Special Meeting 
shall be deemed to be incorporated by reference in this Proxy                   
Statement/Prospectus and to be a part hereof from the dates of filing of such   
documents or reports. Any statement contained in a document incorporated or     
deemed to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Proxy Statement/Prospectus to the extent that a 
statement contained herein or in any other subsequently filed document which    
also is or is deemed to be incorporated by reference herein modifies or         
supersedes such statement. Any such statement so modified or superseded shall   
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement/Prospectus.                                                     

   THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN      
EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED  
BY REFERENCE TO SUCH DOCUMENTS) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON,   
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT/PROSPECTUS IS      
DELIVERED, ON WRITTEN OR ORAL REQUEST, WITH RESPECT TO TRIARC DOCUMENTS, TO     
TRIARC COMPANIES, INC., 280 PARK AVENUE, NEW YORK, NEW YORK 10017, ATTENTION:   
INVESTOR RELATIONS, OR BY TELEPHONE AT (212) 451-3000; OR, WITH RESPECT TO CABLE
CAR DOCUMENTS, TO CABLE CAR BEVERAGE CORPORATION, 717 17TH STREET, SUITE 1475,  
DENVER, COLORADO 80202, ATTENTION: INVESTOR RELATIONS, OR BY TELEPHONE AT (303) 
298-9038. IN ORDER TO ENSURE DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL     
MEETING, REQUESTS MUST BE RECEIVED BY NOVEMBER 14, 1997.                        

  All information set forth or incorporated by reference herein concerning
Cable Car has been furnished by Cable Car, and all information set forth or     
incorporated by reference herein concerning Triarc and Mergerco has been        
furnished by Triarc. All information set forth in this Proxy                    
Statement/Prospectus is qualified in its entirety by the information and        
financial statements (including notes thereto) appearing in the documents       
incorporated herein or deemed to be incorporated herein by reference.           

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY        
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS OR IN THE       
DOCUMENTS INCORPORATED HEREIN BY REFERENCE IN CONNECTION WITH THE SOLICITATION  
AND THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR         
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CABLE CAR 
OR TRIARC. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROXY 
STATEMENT/PROSPECTUS OR THE SOLICITATION OF A PROXY FROM ANY PERSON IN ANY      
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN     
OFFER OR PROXY SOLICITATION. NEITHER THE DELIVERY OF THIS PROXY                 
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES MADE HEREUNDER      
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO    
CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF CABLE CAR,      
TRIARC OR MERGERCO OR ANY OF THEIR AFFILIATES OR SUBSIDIARIES SINCE THE DATE OF 
THIS PROXY STATEMENT/PROSPECTUS OTHER THAN AS SET FORTH IN THE DOCUMENTS        
INCORPORATED HEREIN BY REFERENCE.                                               

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Proxy Statement/Prospectus contains forward-looking statements,  
including, most importantly, information concerning possible or assumed future  
results of operations of Triarc and Cable Car set forth under 'Risk Factors,'   
'Companies' and 'The Proposed Merger and Related Matters,' and those preceded   
by, followed by or that include the words 'may,' 'believes,' 'expects,'         
'anticipates' or the                                                            

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negation thereof, or similar expressions. The achievement of the outcomes       
described in such forward-looking statements is subject to both known and       
unknown risks, uncertainties and other factors which may cause the actual       
results, performance or achievements of the industries in which they operate    
generally, and of Triarc and Cable Car in particular, to be materially different
from any outcomes expressed or implied by such forward-looking statements. For  
those statements, Triarc and Cable Car claim the protection of the safe harbor  
for forward-looking statements contained in the Private Securities Litigation   
Reform Act of 1995. Several important factors, in addition to those discussed   
under 'Risk Factors' herein and elsewhere in this document and in the documents 
which are incorporated herein by reference, could affect the future results of  
Triarc and Cable Car, and could cause those results to differ materially from   
those expressed in the forward-looking statements contained herein. Such        
additional factors include, among other things: success of operating            
initiatives; development and operating costs; advertising and promotional       
efforts; brand awareness; the existence or absence of adverse publicity; market 
acceptance of new product offerings; changing trends in customer tastes; 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; changes in, or failure to  
comply with, government regulations; the costs and other effects of legal and   
administrative proceedings; pricing pressures resulting from competitive        
discounting; general economic, business and political conditions in the         
countries and territories where Triarc operates; the impact of such conditions  
on consumer spending; and other risks and uncertainties affecting Triarc, Cable 
Car and their competitors (including those that may be taken in contemplation of
the Merger), all of which are difficult or impossible to predict accurately and 
many of which are beyond the control of Triarc and Cable Car. Each of Triarc and
Cable Car 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.                                                                         

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SUMMARY 

  The following is a summary of certain information contained elsewhere in
this Proxy Statement/Prospectus and the Exhibits hereto. This Summary is        
qualified in its entirety by the more detailed information and financial        
statements and related notes appearing elsewhere in this Proxy                  
Statement/Prospectus or incorporated herein by reference. Stockholders are urged
to read carefully this Proxy Statement/Prospectus and the Appendices hereto, and
in particular the section herein entitled 'Risk Factors,' in their entirety.    

THE COMPANIES 

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Triarc Companies, Inc.                                                                                          
  280 Park Avenue                                                                                               
  New York, New York 10017                                                                                      
  (212) 451-3000................................ Triarc is a holding company which, through its subsidiaries, is
                                                   engaged in the following businesses: beverages, restaurants, 
                                                   dyes and specialty chemicals and liquefied petroleum gas. The
                                                   beverage operations are conducted by the Triarc Beverage     
                                                   Group through Royal Crown Company, Inc. ('Royal Crown'),     
                                                   Mistic Brands, Inc. ('Mistic') and Snapple Beverage Corp.    
                                                   ('Snapple'), which was acquired by Triarc in May 1997;       
                                                   the restaurant operations are conducted by Arby's,           
                                                   Inc. (d/b/a the Triarc Restaurant Group), which is the       
                                                   franchisor for the Arby's restaurant system; the dyes and    
                                                   specialty chemical operations are conducted through C.H.     
                                                   Patrick & Co., Inc.; and the liquefied petroleum gas         
                                                   operations are conducted through National Propane Partners,  
                                                   L.P. (the 'Partnership'), and its operating subsidiary       
                                                   partnership, National Propane, L.P. (the 'Operating          
                                                   Partnership'). National Propane Corporation ('National       
                                                   Propane'), an indirect wholly owned subsidiary of Triarc,    
                                                   serves as the managing general partner of the Partnership and
                                                   the Operating Partnership and owns approximately 43% of their
                                                   combined equity interests with the remaining 57% owned by the
                                                   public. See 'The Companies -- Triarc Companies, Inc.'        

                                                 On May 22, 1997, Triarc completed its acquisition of all of the
                                                   outstanding capital stock of Snapple from The Quaker Oats    
                                                   Company (the 'Snapple Acquisition') for approximately $300   
                                                   million in cash. Snapple, which markets and distributes      
                                                   ready-to-drink brewed iced teas and juice drinks, had sales  
                                                   in 1996 of approximately $550 million, and is considered a   
                                                   market leader in the premium beverage category. See 'The     
                                                   Companies -- Recent Developments -- Triarc.'                 

                                                 On May 5, 1997, certain indirect subsidiaries of Triarc        
                                                   completed the sale of all of their 355 company owned Arby's  
                                                   restaurants (the 'Arby's Restaurants Sale') to RTM Restaurant
                                                   Group, the largest franchisee in the                         

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                                                   Arby's system, for approximately $71 million. Arby's         
                                                   continues as the franchisor of the more than 3,000 store     
                                                   Arby's restaurant system. See 'The Companies -- Recent       
                                                   Developments -- Triarc.'                                     

                                                 On July 18, 1997, Royal Crown and TriBev Corporation,          
                                                   subsidiaries of Triarc, completed the sale of their rights   
                                                   relating to the C&C beverage line, including the C&C         
                                                   trademark, to Kelco Sales & Marketing Inc. ('Kelco') (the    
                                                   'C&C Sale'). In connection with the sale, Royal Crown also   
                                                   agreed to sell to Kelco concentrate for C&C products and to  
                                                   provide Kelco certain technical services for seven years. In 
                                                   consideration for the foregoing, Royal Crown and TriBev      
                                                   Corporation will receive an aggregate payment of             
                                                   approximately $9.4 million, payable over seven years. See    
                                                   'The Companies -- Recent Developments -- Triarc.' The Snapple
                                                   Acquisition, the Arby's Restaurants Sale and the C&C Sale are
                                                   referred to herein collectively as the '1997 Transactions.'  

                                                 Triarc's corporate predecessor was incorporated in Ohio in     
                                                   1929. Triarc was reincorporated in Delaware, by means of a   
                                                   merger, in June 1994.                                        
CCB Merger Corporation                                                                                          
  c/o Triarc Companies, Inc.                                                                                    
  280 Park Avenue                                                                                               
  New York, New York 10017                                                                                      
  (212) 451-3000................................ CCB Merger Corporation, a wholly owned subsidiary of Triarc    
                                                   ('Mergerco'), was formed under Delaware law in June 1997 by  
                                                   Triarc solely for the purpose of effecting the Merger. Upon  
                                                   consummation of the Merger, Mergerco will merge into Cable   
                                                   Car, and the separate corporate existence of Mergerco will   
                                                   thereupon cease.                                             
Cable Car Beverage Corporation                                                                                  
  717 17th Street, Suite 1475                                                                                   
  Denver, Colorado 80202                                                                                        
  (303) 298-9038................................ Cable Car Beverage Corporation is a beverage marketing company.
                                                   Cable Car's primary business is selling Stewart's premium    
                                                   soft drinks (Root Beer, Orange N' Cream, Cream Ale, Ginger   
                                                   Beer, Classic Key Lime and Cherries N' Cream) to beverage    
                                                   distributors throughout the United States and Canada. Cable  
                                                   Car also sells concentrate to soft drink bottlers who produce
                                                   and distribute beverages made from the concentrate. In       
                                                   addition to Stewart's brand soft drinks, Cable Car also sells
                                                   Aspen Mountain Spring Water, Aspen flavored waters, San      
                                                   Francisco Seltzer and Java Cola. Cable Car has two wholly    
                                                   owned subsidiaries (the 'Cable Car Subsidiaries'), Fountain  
                                                   Classics, Inc., which markets Stewart's fountain products,   
                                                   and Old San Francisco Seltzer, Inc.                          

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                                                  On June 24, 1997, Cable Car entered into agreements amending               
                                                    its licensing agreements with Stewart's Restaurants, Inc.                
                                                    ('Stewart's Restaurants'), as further amended on August 11,              
                                                    1997. Among other things, these amendments (i) gave Cable Car            
                                                    ownership of the formulas for and manufacturing rights to                
                                                    concentrates used to make Stewart's soft drinks, (ii) provide            
                                                    that Cable Car is permitted to use the Stewart's trademark on            
                                                    any other product of any type and (iii) granted to Cable Car             
                                                    the perpetual exclusive worldwide license to manufacture,                
                                                    distribute and sell post-mix syrups and pre-mixes for                    
                                                    Stewart's beverages throughout the world (fountain-type                  
                                                    beverages), subject to certain rights retained by Stewart's              
                                                    Restaurants. As consideration for these amendments, Cable Car            
                                                    will issue to Stewart's Restaurants prior to the Effective               
                                                    Time an aggregate of 150,000 shares of Cable Car Common                  
                                                    Stock. In addition, Cable Car will pay to Stewart's                      
                                                    Restaurants $400,000 in cash, of which $250,000 is payable on            
                                                    March 31, 1998 and $150,000 is payable on March 31, 1999. See            
                                                    'The Companies -- Recent Developments -- Cable Car.'                     

                                                  Cable Car was incorporated under the laws of the State of                  
                                                    Delaware on April 1, 1968.                                               

                                             THE SPECIAL MEETING OF                                                          
                                            STOCKHOLDERS OF CABLE CAR                                                        

Time and Place..................................  The Special Meeting is scheduled to be held on Tuesday, November 25,       
                                                    1997, at 10:00 a.m., local time, at Norwest Bank Building, 1740 Broadway,
                                                    Forum Room, Denver, Colorado 80274.                                      

Matters To Be Considered........................  At the Special Meeting, holders of Cable Car Common Stock will             
                                                    consider and vote upon a proposal to approve the Merger                  
                                                    Agreement and the Merger, and such other matters as may                  
                                                    properly be brought before the Special Meeting or any                    
                                                    adjournments or postponements thereof. Cable Car does not                
                                                    currently intend to bring any business other than the                    
                                                    approval of the Merger Agreement and the Merger before the               
                                                    Special Meeting or any adjournments or postponements thereof.            

Vote Required...................................  Approval of the Merger Agreement and the Merger requires the               
                                                    affirmative vote of a majority of the outstanding shares of              
                                                    Cable Car Common Stock. In determining whether the proposal              
                                                    regarding the Merger Agreement and the Merger has been                   
                                                    approved, abstentions and broker nonvotes will be counted and            
                                                    will have the same effect as a vote against such proposal.               
                                                    Holders of Cable Car Common Stock are entitled to one vote at            
                                                    the Special Meeting for each                                             

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                                                   share of Cable Car Common Stock held of record at the close    
                                                   of business on the Record Date (as defined in ' -- Record      
                                                   Date; Shares Entitled to Vote' below). As of October 20, 1997, 
                                                   directors and executive officers of Cable Car and their        
                                                   affiliates, in the aggregate, were entitled to vote 1,803,609  
                                                   shares of Cable Car Common Stock, representing approximately   
                                                   20.2% of the total shares of Cable Car Common Stock entitled   
                                                   to vote at the Special Meeting.                                

Stockholders Agreement.......................... As a condition to its entering into the Merger Agreement,        
                                                   Triarc required Samuel M. Simpson, the President and Chief     
                                                   Executive Officer of Cable Car, Susan L. Neff, Mr. Simpson's   
                                                   wife, William H. Rutter, a director of Cable Car, and Susan    
                                                   L. Fralick, Mr. Rutter's wife (collectively, the 'Subject      
                                                   Stockholders'), to enter into a Stockholders Agreement, as     
                                                   amended (the 'Stockholders Agreement'). As of October 20, 1997,
                                                   the Subject Stockholders owned an aggregate of 1,766,409       
                                                   shares of Cable Car Common Stock, or approximately 19.7% of    
                                                   the shares of Cable Car Common Stock entitled to vote at the   
                                                   Special Meeting, which are subject to the terms of the         
                                                   Stockholders Agreement (such amount does not include 12,200    
                                                   shares owned by them but not subject to the Stockholders       
                                                   Agreement). Each Subject Stockholder has agreed that at any    
                                                   meeting of the holders of Cable Car Common Stock, he or she    
                                                   will, until the effective time of the Merger or the            
                                                   termination of the Merger Agreement, vote or cause to be       
                                                   voted such Cable Car Common Stock and any Cable Car Common     
                                                   Stock acquired by them after the date of the Stockholders      
                                                   Agreement (collectively, the 'Subject Stock') in favor of      
                                                   approval of the Merger Agreement and the Merger and against    
                                                   certain other actions. Moreover, each Subject Stockholder has  
                                                   also granted Triarc an irrevocable proxy to vote his or her    
                                                   shares of Subject Stock as specified above in the event that   
                                                   such Subject Stockholder fails to so vote his or her Subject   
                                                   Stock in the agreed upon manner. A copy of the Stockholders    
                                                   Agreement, including Amendment No. 1 thereto, is attached to   
                                                   this Proxy Statement/Prospectus as Appendix B-2 and is         
                                                   incorporated herein by reference. See 'The Proposed Merger     
                                                   and Related Matters -- Additional Interests of Cable Car       
                                                   Management -- Stockholders Agreement.'                         

                                                 In addition, pursuant to the Stockholders Agreement, each        
                                                   Subject Stockholder has granted to Triarc an exclusive and     
                                                   irrevocable option to purchase his or her Subject Stock in     
                                                   whole but not in part under certain circumstances at a price   
                                                   per share in cash equal to the product obtained by             
                                                   multiplying 0.1722 (the 'Option                                

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                                                   Conversion Price') times the average (without rounding) of   
                                                   the closing prices per share of Triarc Common Stock on the   
                                                   New York Stock Exchange ('NYSE') on the NYSE Composite Tape  
                                                   for the 15 consecutive NYSE trading days ending on the NYSE  
                                                   trading day immediately preceding the date of the closing of 
                                                   the exercise of the option (the 'Option Average Share        
                                                   Price'), subject to the following adjustment: if the Option  
                                                   Average Share Price is less than $18.875, then the Option    
                                                   Conversion Price will be adjusted to equal the quotient      
                                                   obtained by dividing $3.25 by the Option Average Share Price,
                                                   and if the Option Average Share Price is greater than $24.50,
                                                   then the Option Conversion Price will be adjusted to equal   
                                                   the quotient obtained by dividing $4.22 by the Option Average
                                                   Share Price. See 'The Proposed Merger and Related            
                                                   Matters -- Additional Interests of Cable Car                 
                                                   Management -- Stockholders Agreement.'                       

                                                 The Stockholders Agreement, including the options granted by   
                                                   the Subject Stockholders thereunder, will terminate if (i)   
                                                   the effective time of the Merger occurs or (ii) the Merger   
                                                   Agreement is terminated pursuant to (A) a Consent            
                                                   Termination, an Optional Termination, a Triarc Default       
                                                   Termination or a Triarc Share Price Termination (as each such
                                                   term is defined in 'The Merger Agreement -- Termination'), or
                                                   (B) a Cable Car Default Termination or a Stockholder Vote    
                                                   Termination (as each such term is defined in 'The Merger     
                                                   Agreement -- Termination'), as long as Cable Car or its      
                                                   stockholders shall not have received an Acquisition Proposal 
                                                   (as defined in 'The Merger Agreement -- No Solicitation of   
                                                   Transactions') and the Cable Car Board shall not have        
                                                   withdrawn, or modified or changed in a manner adverse to     
                                                   Triarc or Mergerco, its approval or recommendation of the    
                                                   Merger Agreement or the Merger. See 'The Proposed Merger and 
                                                   Related Matters -- Additional Interests of Cable Car         
                                                   Management -- Stockholders Agreement.'                       

Voting of Proxies............................... A proxy in the form accompanying this Proxy                    
                                                   Statement/Prospectus is being solicited on behalf of the     
                                                   Cable Car Board. Shares of Cable Car Common Stock represented
                                                   by properly executed proxy cards received prior to the vote  
                                                   at the Special Meeting and that have not been revoked will be
                                                   voted in accordance with the instructions indicated thereon. 
                                                   IF NO INSTRUCTIONS ARE INDICATED, SUCH PROXIES WILL BE VOTED 
                                                   FOR APPROVAL OF THE MERGER AGREEMENT AND THE MERGER AND IN   
                                                   THE DISCRETION OF THE PROXY HOLDER, AS TO ANY OTHER MATTER   

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                                                   THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING.                 

Revocability of Proxies......................... A Cable Car stockholder who has given a proxy may revoke such        
                                                   proxy at any time before it has been voted at the Special          
                                                   Meeting by (i) giving written notice of revocation bearing a       
                                                   later date than the proxy to the Secretary of Cable Car, (ii)      
                                                   properly submitting to Cable Car a duly executed proxy card        
                                                   relating to the same shares of Cable Car Common Stock and          
                                                   bearing a later date, or (iii) attending the Special Meeting       
                                                   and voting in person. Attendance at the Special Meeting will       
                                                   not in and of itself revoke a proxy. All written notices of        
                                                   revocation and other communications with respect to                
                                                   revocation of proxies by Cable Car stockholders should be          
                                                   addressed as follows: Cable Car Beverage Corporation, 717          
                                                   17th Street, Suite 1475, Denver, Colorado 80202, Attention:        
                                                   Secretary, or hand-delivered to the Secretary of Cable Car         
                                                   before the vote is taken at the Special Meeting.                   

Solicitation of Proxies......................... Cable Car will bear the expense of the proxy solicitation. In        
                                                   addition to the solicitation of proxies by mail, the               
                                                   directors, officers and employees of Cable Car may solicit         
                                                   proxies from stockholders personally or by telephone,              
                                                   telegraph or facsimile transmission. Such directors, officers      
                                                   and employees will not be compensated for such solicitation,       
                                                   but may be reimbursed for reasonable out-of-pocket expenses.       
                                                   Arrangements will also be made with banks, brokerage houses        
                                                   and other custodians, nominees and fiduciaries for forwarding      
                                                   proxy solicitation materials to beneficial owners of shares        
                                                   held of record by such persons, and Cable Car will reimburse       
                                                   such custodians, nominees and fiduciaries for their                
                                                   reasonable out-of-pocket expenses in connection therewith.         
                                                   Cable Car has engaged Georgeson & Company Inc. to assist           
                                                   in the solicitation of proxies at an anticipated cost of           
                                                   approximately $6,500 plus expenses. See 'The Special               
                                                   Meeting -- Solicitation of Proxies.'                               

Record Date; Shares Entitled to Vote............ The close of business on October 23, 1997 has been fixed as          
                                                   the record date (the 'Record Date') for determining                
                                                   the holders of shares of Cable Car Common Stock                    
                                                   entitled to notice of and to vote at the Special Meeting. As       
                                                   of September 30, 1997, 8,948,324 shares of Cable Car Common Stock  
                                                   were outstanding and held of record by approximately 1,025 holders.

Quorum.......................................... The presence, in person or by proxy, of the holders of a             
                                                   majority of the outstanding shares of Cable Car Common Stock       
                                                   is necessary to constitute a quorum for the transaction of         
                                                   business at the Special Meeting. The Special Meeting may be        
                                                   adjourned if a quorum is not                                       

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                                                   present for the purpose of obtaining additional proxies or   
                                                   votes or for any other purpose and, at any subsequent        
                                                   reconvening of the Special Meeting, all proxies will be voted
                                                   in the same manner as such proxies would have been voted at  
                                                   the original convening of the Special Meeting (except for any
                                                   proxies that have theretofore been revoked or withdrawn),    
                                                   notwithstanding that they may have been voted on at the same 
                                                   or any other matter at a previous meeting.                   

                                                  THE MERGER                                                    

Terms of the Merger............................. At the effective time of the Merger (the 'Effective Time'),    
                                                   Mergerco will merge into Cable Car, with Cable Car to be the 
                                                   surviving corporation (the 'Surviving Corporation') and a    
                                                   wholly owned subsidiary of Triarc. The Merger Agreement      
                                                   (including Amendment No. 1 thereto) is attached as Appendix  
                                                   B-1 to this Proxy Statement/Prospectus and is incorporated   
                                                   herein by reference. See 'The Merger.'                       

                                                 Each share of Cable Car Common Stock issued and outstanding    
                                                   immediately prior to the Effective Time (other than treasury 
                                                   shares and shares held by Triarc and its subsidiaries and    
                                                   subsidiaries of Cable Car, all of which will be canceled, and
                                                   shares with respect to which the holder has properly         
                                                   exercised its appraisal rights under Delaware law) will be   
                                                   converted into the right to receive 0.1722 of a share (the   
                                                   'Conversion Price') of Class A Common Stock, par value $.10  
                                                   per share, of Triarc ('Triarc Common Stock'), subject to the 
                                                   adjustment described below, and any cash to be paid in lieu  
                                                   of fractional shares of Triarc Common Stock. The Conversion  
                                                   Price is subject to adjustment as follows: (i) if the Average
                                                   Triarc Share Price (as defined below) is less than $18.875,  
                                                   then the Conversion Price shall be adjusted to equal the     
                                                   quotient of $3.25 divided by such Average Triarc Share Price,
                                                   and (ii) if the Average Triarc Share Price is greater than   
                                                   $24.50, then the Conversion Price shall be adjusted to equal 
                                                   the quotient of $4.22 divided by such Average Triarc Share   
                                                   Price (the Conversion Price, as so adjusted, is referred to  
                                                   herein as the 'Adjusted Conversion Price'). For example, if  
                                                   the Average Triarc Share Price is (i) $18.875 or greater, but
                                                   not greater than $24.50, then each share of Cable Car Common 
                                                   Stock will be converted at the Effective Time into the right 
                                                   to receive 0.1722 of a share of Triarc Common Stock; (ii)    
                                                   $18.00, then each share of Cable Car Common Stock will be    
                                                   converted at the Effective Time into the right to receive    
                                                   0.18056 of a share of Triarc Common Stock; and (iii) $26.00, 
                                                   then each share of                                           

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  Cable Car Common Stock will be converted at the Effective    
  Time into the right to receive 0.16231 of a share of Triarc  
  Common Stock. 'Average Triarc Share Price' means the average 
  (without rounding) of the closing prices per share of Triarc 
  Common Stock on the NYSE on the NYSE Composite Tape for the  
  15 consecutive NYSE trading days ending on the NYSE trading  
  day immediately preceding the closing date under the Merger  
  Agreement.                                                   

All outstanding options to purchase Cable Car Common Stock (the
  'Cable Car Options'), whether or not vested or exercisable at
  the Effective Time, will remain outstanding following the    
  Effective Time. At the Effective Time, the Cable Car Options 
  will, by virtue of the Merger and without any further action 
  on the part of Cable Car or the holder thereof, be assumed by
  Triarc, and each Cable Car Option assumed by Triarc will     
  become and represent an option exercisable for shares of     
  Triarc Common Stock with the same vesting schedules, if any, 
  and expiration dates as such Cable Car Option immediately    
  prior to the Effective Time (but taking into account any     
  acceleration of the vesting of such Cable Car Option as a    
  result of the consummation of the Merger), except that (i)   
  each such Cable Car Option will be exercisable for that      
  number of shares of Triarc Common Stock (rounded to the      
  nearest whole share) into which the number of shares of Cable
  Car Common Stock subject to such Cable Car Option immediately
  prior to the Effective Time would have been converted under  
  the terms of the Merger Agreement applicable to the exchange 
  of Cable Car Common Stock for Triarc Common Stock, and (ii)  
  the option price per share of Triarc Common Stock will be an 
  amount equal to the option price per share of Cable Car      
  Common Stock subject to such Cable Car Option in effect      
  immediately prior to the Effective Time divided by the       
  Adjusted Conversion Price (rounded to the nearest full cent).
  As discussed in 'The Proposed Merger and Related Matters --  
  Additional Interests of Cable Car Management -- Acceleration 
  of Vesting of Stock Options' below, all unvested Cable Car   
  Options will immediately vest at the Effective Time. Triarc  
  will file as soon as practicable after the Effective Time,   
  but in no event later than 45 days after the Effective Time, 
  and keep current, one or more registration statements on Form
  S-8 (or any successor or appropriate form) with respect to   
  the shares of Triarc Common Stock subject to such substitute 
  options so long as such options remain outstanding. See 'The 
  Merger Agreement -- Cable Car Options.'                      

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                                                 The Cable Car Board has determined that the terms of the Merger
                                                   Agreement are fair to, and in the best interests of, Cable   
                                                   Car and its stockholders. Accordingly, the Cable Car Board   
                                                   has unanimously approved the Merger Agreement and the Merger 
                                                   and unanimously recommends that the stockholders of Cable Car
                                                   vote FOR approval of the Merger Agreement and the Merger. The
                                                   Cable Car Board's recommendation is based on the factors     
                                                   described in 'The Proposed Merger and Related                
                                                   Matters -- Cable Car's Reasons for the Merger; Recommendation
                                                   of Cable Car's Board of Directors', ' -- Background of the   
                                                   Merger' and ' -- Opinion of Financial Advisor to Cable Car.' 
                                                   HOLDERS OF SHARES OF CABLE CAR COMMON STOCK ARE URGED TO, AND
                                                   SHOULD, READ SUCH SECTIONS, AS WELL AS APPENDIX C ATTACHED   
                                                   HERETO, IN THEIR ENTIRETY.                                   

Effective Time of the Merger.................... The Effective Time will occur as promptly as practicable after 
                                                   the requisite approval of the Merger Agreement by Cable Car's
                                                   stockholders and the satisfaction or waiver of all other     
                                                   conditions to the Merger. Upon the terms and subject to the  
                                                   conditions of the Merger Agreement, the Effective Time will  
                                                   occur at such time as the Certificate of Merger, in          
                                                   accordance with the relevant provisions of the General       
                                                   Corporation Law of the State of Delaware (the 'DGCL') shall  
                                                   have been accepted for filing by the Secretary of State of   
                                                   the State of Delaware (or at such later time as agreed to by 
                                                   the parties to the Merger Agreement and specified in the     
                                                   Certificate of Merger).                                      

Additional Interests of Cable Car Management.... In considering the recommendation of the Cable Car Board with  
                                                   respect to the Merger Agreement, holders of shares of Cable  
                                                   Car Common Stock should be aware that certain members of     
                                                   Cable Car's management and its Board of Directors have       
                                                   interests in the Merger that are in addition to the interests
                                                   of Cable Car stockholders generally.                         

                                                 Samuel M. Simpson, the President and Chief Executive Officer   
                                                   and a director of Cable Car, has a three-year employment     
                                                   contract with Cable Car which provides for an annual salary  
                                                   of $175,000 and annual bonuses based on Cable Car's revenues 
                                                   and profits. Mr. Simpson has entered into an agreement with  
                                                   Triarc that, upon the Effective Time, he will enter into an  
                                                   employment agreement (the 'Simpson Employment Agreement')    
                                                   with the Surviving Corporation which will supersede Mr.      
                                                   Simpson's existing employment agreement with Cable Car and   
                                                   provide for Mr. Simpson's employment as President and Chief  

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  Executive Officer of the Surviving Corporation and the Cable 
  Car Subsidiaries, as well as a representative for the Triarc 
  Beverage Group for the western United States. The Simpson    
  Employment Agreement will have a three-year term and provide 
  that Mr. Simpson will receive an annual salary of $284,300   
  per year (subject to increase but not decrease during the    
  initial term of the agreement) and be eligible to receive    
  additional cash incentive compensation, Triarc stock options 
  and other benefits as more fully described in 'Management of 
  Surviving Corporation -- Simpson Employment Agreement.' Mr.  
  Simpson will also be entitled to a $400,000 bonus upon       
  signing the Simpson Employment Agreement which will be       
  refundable on a pro rata basis should he leave his employment
  prior to the first anniversary of the Effective Time. See    
  'Management of Surviving Corporation -- Simpson Employment   
  Agreement.'                                                  

In accordance with the terms of their grant, all unvested Cable
  Car Options, including those granted to officers, directors  
  and non-director employees of Cable Car, shall become        
  immediately exercisable on the Effective Date of the Merger. 

As described under the caption 'The Proposed Merger and Related
  Matters -- Additional Interests of Cable Car                 
  Management -- Stockholders Agreement,' Triarc required as a  
  condition to its entering into the Merger Agreement that the 
  Subject Stockholders enter into the Stockholders Agreement   
  for no additional consideration. The Subject Stockholders    
  have agreed to vote the Subject Stock in favor of approval of
  the Merger Agreement and the Merger and against certain other
  actions, have granted to Triarc an irrevocable proxy to vote 
  the Subject Stock as specified above in the event that such  
  Subject Stockholder fails to vote his or her Subject Stock in
  the agreed upon manner, and have granted to Triarc an        
  exclusive and irrevocable option to purchase his or her      
  Subject Stock under certain circumstances.                   

Under the Merger Agreement, Triarc has agreed that the         
  certificate of incorporation and bylaws of the Surviving     
  Corporation and each of the Cable Car Subsidiaries will      
  contain provisions no less favorable with respect to the     
  indemnification of directors, officers, agents and employees 
  and other individuals than those set forth in the            
  certification of incorporation and bylaws of Cable Car and   
  the Cable Car Subsidiaries as in effect on the date of the   
  Merger Agreement, and further agreed that such provisions    
  will not be amended, repealed or otherwise modified for a    
  period of five years after the                               

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                                                   Effective Time in any manner that would adversely affect the 
                                                   rights thereunder of individuals who at or prior to the      
                                                   Effective Time were directors, officers, agents or employees 
                                                   of Cable Car or any of the Cable Car Subsidiaries or who were
                                                   otherwise entitled to indemnification pursuant to the        
                                                   certificate of incorporation and bylaws of Cable Car or any  
                                                   of the Cable Car Subsidiaries. If the Surviving Corporation  
                                                   or any of the Cable Car Subsidiaries does not have the       
                                                   financial resources to satisfy its indemnification           
                                                   obligations to such persons as provided under its certificate
                                                   of incorporation and bylaws, Triarc has agreed that it will  
                                                   provide such indemnification of such persons to the extent so
                                                   provided. See 'The Merger Agreement -- Indemnification of    
                                                   Directors and Officers.'                                     

                                                 The Cable Car Board was aware of these interests and considered
                                                   them, among other matters, in unanimously approving the      
                                                   Merger Agreement. See 'The Proposed Merger and Related       
                                                   Matters -- Additional Interests of Cable Car Management.'    

Conditions to Consummation of the Merger........ The obligations of Triarc and Cable Car to consummate the      
                                                   Merger are subject to various conditions, including the      
                                                   approval of the Merger Agreement by Cable Car's stockholders 
                                                   in accordance with the DGCL. See 'The Merger                 
                                                   Agreement -- Conditions to Consummation of the Merger.'      

Termination..................................... The Merger Agreement may be terminated and the Merger may be   
                                                   abandoned at any time prior to the Effective Time, whether   
                                                   before or after the stockholders of Cable Car have approved  
                                                   the Merger Agreement: (a) by the mutual consent of the Boards
                                                   of Directors of each of Triarc and Cable Car; or (b) by      
                                                   either of the Boards of Directors of Triarc or Cable Car if  
                                                   (i) the Effective Time has not occurred on or before December
                                                   31, 1997, provided that the right to so terminate the Merger 
                                                   Agreement will not be available to any party whose failure to
                                                   fulfill any obligation under the Merger Agreement has been   
                                                   the cause of, or resulted in, the failure of the Effective   
                                                   Time to occur on or before such date, (ii) any governmental  
                                                   authority has issued an order, decree or ruling or taken any 
                                                   other action (which order, decree, ruling or other action the
                                                   parties hereto shall use their best efforts to lift), in each
                                                   case permanently restraining, enjoining or otherwise         
                                                   prohibiting the Merger and the other transactions            
                                                   contemplated by the Merger Agreement and such order, decree, 
                                                   ruling or other action shall have become final and non-      
                                                   appealable, or (iii) the Merger Agreement and the            

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  Merger have not been approved at the Special Meeting by the  
  requisite vote of the stockholders of Cable Car.             

The Merger Agreement may also be terminated by the Cable Car   
  Board (a) if Triarc or Mergerco (i) breaches or fails in any 
  material respect to perform or comply with any of its        
  material covenants and agreements contained in the Merger    
  Agreement, or (ii) breaches its representations and          
  warranties in any material respect and such breach would have
  or would be reasonably likely to have a material adverse     
  effect on Triarc and its subsidiaries taken as a whole, in   
  each case such that the conditions precedent to Cable Car's  
  obligations to consummate the Merger would not be satisfied, 
  provided that if such breach is curable by the breaching     
  party through the exercise of the breaching party's best     
  efforts and for so long as the breaching party is using its  
  best efforts to cure such breach, Cable Car may not so       
  terminate the Merger Agreement; (b) if the Cable Car Board   
  determines in good faith, after consultation with (i) outside
  legal counsel, that termination of the Merger Agreement is   
  required for the Cable Car Board to satisfy its fiduciary    
  obligations to the Cable Car stockholders under applicable   
  law by reason of an unsolicited bona fide Acquisition        
  Proposal (as defined in 'The Merger Agreement -- No          
  Solicitation of Transactions') having been made, and (ii) its
  financial advisor, that such Acquisition Proposal would      
  result in a transaction that is more favorable from a        
  financial point of view to the Cable Car stockholders than   
  the Merger, provided that Cable Car complies with certain    
  provisions of the Merger Agreement and notifies Triarc at    
  least five days in advance of its intention to terminate the 
  Merger Agreement or to enter into a definitive agreement with
  respect to such Acquisition Proposal, and provided, further, 
  that within such five day period Triarc has not made a       
  competing proposal which is at least as favorable to the     
  Cable Car's stockholders from a financial point of view as   
  such Acquisition Proposal.                                   

The Merger Agreement may also be terminated by the Board of    
  Directors of Triarc, (a) if Cable Car (i) breaches or fails  
  in any material respect to perform or comply with any of its 
  material covenants and agreements contained in the Merger    
  Agreement, or (ii) breaches its representations and          
  warranties in any material respect and such breach would have
  or would be reasonably likely to have a material adverse     
  effect on Cable Car and its subsidiaries taken as a whole, in
  each case such that the conditions precedent to Triarc's and 
  Mergerco's obligations to consummate the Merger would not be 
  satisfied, provided, that if such breach is                  

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                                                   curable by Cable Car through its exercise of best efforts and
                                                   for so long as Cable Car is using its best efforts to cure   
                                                   such breach, Triarc may not so terminate the Merger          
                                                   Agreement; (b) if (i) the Cable Car Board withdraws, modifies
                                                   or changes its approval or recommendation of the Merger      
                                                   Agreement or the Merger in a manner adverse to Triarc or     
                                                   Mergerco or recommends to the stockholders of Cable Car any  
                                                   Acquisition Proposal or other business combination, (ii)     
                                                   Cable Car receives a bona fide written Acquisition Proposal  
                                                   which has not been rejected by the Cable Car Board within 14 
                                                   days after receipt thereof, or (iii) prior to the            
                                                   certification of the vote of Cable Car's stockholders to     
                                                   approve the Merger at the Special Meeting, it shall have been
                                                   publicly disclosed or Triarc or Mergerco shall have learned  
                                                   that any person, entity or 'group' (as that term is defined  
                                                   in Section 13(d)(3) of the Exchange Act), other than Triarc  
                                                   or its subsidiaries or any of their affiliates or the Subject
                                                   Stockholders, shall have acquired beneficial ownership       
                                                   (determined pursuant to Rule 13d-3 promulgated under the     
                                                   Exchange Act) of more than 20% of any class or series of     
                                                   capital stock of Cable Car (including the Cable Car Common   
                                                   Stock), through the acquisition of stock, the formation of a 
                                                   group or otherwise, or shall have been granted any option,   
                                                   right or warrant, conditional or otherwise, to acquire       
                                                   beneficial ownership of more than 20% of any class or series 
                                                   of capital stock of Cable Car (including the Cable Car Common
                                                   Stock) other than as disclosed in a Schedule 13D on file with
                                                   the Commission on the date of the Merger Agreement; or (c) if
                                                   the Average Triarc Share Price is less than $15.00 per share 
                                                   (a 'Triarc Share Price Termination').                        

Fees and Expenses............................... All costs and expenses incurred in connection with the Merger  
                                                   Agreement and the Merger will be paid by the party incurring 
                                                   such costs and expenses, whether or not the Merger is        
                                                   consummated; provided, however, that if the Merger Agreement 
                                                   is terminated by Triarc pursuant to a Triarc Share Price     
                                                   Termination, Triarc will reimburse Cable Car for its         
                                                   reasonable costs and expenses (including, without limitation,
                                                   reasonable attorneys' fees and expenses) incurred in         
                                                   connection with the Merger Agreement and the Merger in an    
                                                   aggregate amount not to exceed $225,000. See 'The Merger     
                                                   Agreement -- Fees and Expenses.'                             

Stock Exchange Listing.......................... Triarc will file an application to list the shares of Triarc   
                                                   Common Stock to be issued in connection with the Merger on   
                                                   the NYSE. Approval of such listing, subject to official      
                                                   notice of issuance, is a condition to consummation of the    
                                                   Merger.                                                      

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Regulatory Approvals............................ Other than the Commission declaring effective the Registration 
                                                   Statement containing this Proxy Statement/Prospectus,        
                                                   approvals in connection with compliance with applicable Blue 
                                                   Sky or state securities laws, expiration or termination of   
                                                   the applicable waiting period under the Hart-Scott-Rodino    
                                                   Antitrust Improvements Act of 1976, as amended (the 'HSR     
                                                   Act'), and the filing of the Certificate of Merger with the  
                                                   Secretary of State of the State of Delaware, neither the     
                                                   management of Triarc nor the management of Cable Car believes
                                                   that any filing with or approval of any governmental         
                                                   authority is necessary in connection with the consummation of
                                                   the Merger. Triarc and Cable Car received notice that the    
                                                   waiting period under the HSR Act was terminated on October   
                                                   15, 1997. See 'The Proposed Merger and Related               
                                                   Matters -- Regulatory Approvals.'                            

Appraisal Rights................................ Holders of record of Cable Car Common Stock have the right to  
                                                   dissent from the Merger and seek an appraisal of their shares
                                                   pursuant to Section 262 of the DGCL. See 'Appraisal Rights.' 

Accounting Treatment............................ The Merger will be accounted for by Triarc under the 'purchase'
                                                   method of accounting in accordance with generally accepted   
                                                   accounting principles. Therefore, the aggregate merger       
                                                   consideration paid by Triarc will be allocated to the Cable  
                                                   Car assets acquired and liabilities assumed based on their   
                                                   fair values, and the results of operations of Cable Car will 
                                                   be included in the results of operations of Triarc only for  
                                                   periods subsequent to the Effective Time. See 'The Proposed  
                                                   Merger and Related Matters -- Accounting Treatment' and      
                                                   'Unaudited Pro Forma Condensed Financial Information.'       

Certain Federal Income Tax Consequences......... The Merger is intended to qualify for federal income tax       
                                                   purposes as a 'reorganization' within the meaning of Section 
                                                   368(a) of the Internal Revenue Code of 1986, as amended (the 
                                                   'Code'), so that no gain or loss would be recognized by Cable
                                                   Car stockholders on the exchange of their Cable Car Common   
                                                   Stock for Triarc Common Stock, except in respect of cash     
                                                   received in lieu of fractional shares, and no gain or loss   
                                                   would be recognized by Triarc or Cable Car. No ruling has    
                                                   been (or will be) sought from the Internal Revenue Service as
                                                   to the anticipated federal income tax consequences of the    
                                                   Merger. Under the Merger Agreement, Cable Car's obligation to
                                                   consummate the Merger is conditioned on the receipt of an    
                                                   opinion from Sherman & Howard L.L.C. to the effect that the  
                                                   Merger will constitute a reorganization within the meaning of
                                                   Section 368(a) of the Code.                                  

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                                                 ALL STOCKHOLDERS SHOULD READ CAREFULLY THE DISCUSSION UNDER    
                                                   'THE PROPOSED MERGER AND RELATED MATTERS -- CERTAIN FEDERAL  
                                                   INCOME TAX CONSEQUENCES.' IN VIEW OF THE COMPLEXITIES OF     
                                                   FEDERAL INCOME AND OTHER TAX LAWS, EACH CABLE CAR STOCKHOLDER
                                                   SHOULD CONSULT WITH HIS OR HER TAX ADVISOR REGARDING, AMONG  
                                                   OTHER THINGS, THE FEDERAL, STATE AND LOCAL INCOME TAX        
                                                   CONSEQUENCES OF THE MERGER APPLICABLE TO HIS OR HER SPECIFIC 
                                                   CIRCUMSTANCES.                                               
Comparison of Rights of Stockholders of Triarc                                                                  
  and Cable Car................................. Upon the consummation of the Merger, Cable Car stockholders    
                                                   will become stockholders of Triarc and their rights as such  
                                                   will be governed by Triarc's certificate of incorporation, as
                                                   amended to date (the 'Triarc Charter'), and Triarc's bylaws, 
                                                   as amended to date (the 'Triarc Bylaws'), as well as by      
                                                   Delaware law. For a description of the significant           
                                                   differences between the provisions of Cable Car's certificate
                                                   of incorporation, as amended to date (the 'Cable Car         
                                                   Charter'), and Cable Car's bylaws, as amended to date (the   
                                                   'Cable Car Bylaws'), and the Triarc Charter and Triarc       
                                                   Bylaws, see 'Comparison of Rights of Cable Car and Triarc    
                                                   Stockholders.'                                               

RISK FACTORS.................................... STOCKHOLDERS OF CABLE CAR SHOULD CAREFULLY EVALUATE THE MATTERS
                                                   SET FORTH UNDER 'RISK FACTORS.'                              

                                                  MANAGEMENT                                                    

Directors....................................... At the Effective Time, the directors of Mergerco will become   
                                                   the directors of the Surviving Corporation. See 'Management  
                                                   of Surviving Corporation.' The Merger will not result in any 
                                                   change in the composition of the Board of Directors of Triarc
                                                   (the 'Triarc Board').                                        

Officers........................................ At the Effective Time, the officers of Mergerco will become the
                                                   initial officers of the Surviving Corporation and, pursuant  
                                                   to the Simpson Employment Agreement, Samuel M. Simpson will  
                                                   become the President and Chief Executive Officer of the      
                                                   Surviving Corporation. See 'Management of Surviving          
                                                   Corporation.'                                                
COMPARATIVE MARKET PRICES AND                                                                                   
  DIVIDENDS -- TRIARC AND CABLE CAR............. The following tables set forth, for the quarters indicated     
                                                   (ended March 31, June 30, September 30 and December 31 for   
                                                   Cable Car, and for Triarc through                            

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                                                                [Download Table]
                                                                
December 31, 1996, and ended March 30, June 29 and September 28 
for Triarc in 1997), the high and low sales prices per share of 
Triarc Common Stock as reported on the NYSE and the high and low
bid price per share of Cable Car Common Stock as quoted on the  
Nasdaq SmallCap Market. Shares of Triarc Common Stock are       
listed on the NYSE and shares of Cable Car Common Stock are     
quoted on the Nasdaq SmallCap Market under the symbols 'TRY'    
and 'DRNK,' respectively.                                       

                                                                [Download Table]

                                TRIARC COMMON STOCK                               
                                                          HIGH            LOW     
                                                      ------------    ------------
                                                                                  
FISCAL YEAR 1995                                                                  
     1st Quarter.....................................    $13 1/4        $11 1/8   
     2nd Quarter.....................................     16 3/4         13 1/8   
     3rd Quarter.....................................     15 5/8         12 3/8   
     4th Quarter.....................................     14 1/4          9 1/2   
FISCAL YEAR 1996                                                                  
     1st Quarter.....................................    $14 3/8        $10 7/8   
     2nd Quarter.....................................     13 3/8         11 1/2   
     3rd Quarter.....................................     12 7/8         10       
     4th Quarter.....................................     12 3/4         10 3/4   
FISCAL YEAR 1997                                                                  
     1st Quarter.....................................    $18            $11 1/2   
     2nd Quarter (1).................................     23 5/8         15 7/8   
     3rd Quarter.....................................     23 1/8         18       


                        CABLE CAR COMMON STOCK                                    
                                                      HIGH      LOW               
                                                      -----    -----              
                                                                                  
FISCAL YEAR 1995                                                                  
     1st Quarter..................................... $1.41    $1.00              
     2nd Quarter.....................................  2.00     1.09              
     3rd Quarter.....................................  1.81     1.38              
     4th Quarter.....................................  1.66     1.19              
FISCAL YEAR 1996                                                                  
     1st Quarter..................................... $1.88    $1.44              
     2nd Quarter.....................................  1.84     1.25              
     3rd Quarter.....................................  2.50     1.44              
     4th Quarter.....................................  2.84     2.00              
FISCAL YEAR 1997                                                                  
     1st Quarter..................................... $2.69    $2.09              
     2nd Quarter (2).................................  3.94     2.16              
     3rd Quarter ....................................  3.56     3.00              

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

(1) The high and low sales prices per share of Triarc Common Stock as reported  
   on the NYSE between March 31, 1997 and June 23, 1997, the last full trading
day prior to the public announcement of the execution of the Merger     
Agreement, were $23 5/8 and $16 1/8, respectively.                      

(2) The high and low bid prices per share of Cable Car Common Stock as quoted on
 Nasdaq between April 1, 1997 and June 23, 1997, the last full trading day
  prior to the public announcement of the execution of the Merger Agreement,
were $3.94 and $2.16, respectively.                                     

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 As of June 23, 1997, the last full trading day preceding the day of the
public announcement of the execution of the Merger Agreement, the closing sale  
price per share of Triarc Common Stock was $20.75, the closing bid price per    
share of Cable Car Common Stock was $3.88 and the equivalent pro forma price per
share of Cable Car Common Stock, calculated by multiplying the closing sale     
price per share of Triarc Common Stock on such date by the Conversion Price of  
0.1722, was $3.57. As of October 21, 1997, the closing sale price per share     
of Triarc Common Stock was $20.06, the closing bid price per share of Cable     
Car Common Stock was $3.25 and the equivalent pro forma price per share of      
Cable Car Common Stock was $3.45.                                               

No assurance can be given as to what the Conversion Price or Adjusted 
Conversion Price or the market price of Triarc Common Stock will be if and when 
the Merger is consummated.                                                      

     CABLE CAR STOCKHOLDERS MAY OBTAIN THE MOST RECENT STOCK PRICES OF CABLE CAR
COMMON STOCK AND TRIARC COMMON STOCK BY CALLING TRIARC TOLL FREE AT (800)       
787-4272, ATTENTION: INVESTOR RELATIONS.                                        

 Triarc has not paid a dividend on Triarc Common Stock in the three most
recently completed fiscal years or in the current fiscal year. Triarc currently 
intends to reinvest all of its earnings for use in its business and to finance  
future growth. Accordingly, Triarc does not anticipate paying cash dividends on 
Triarc Common Stock in the foreseeable future.                                  

     Other than 266,469 shares of the common stock of Amcon Distributing Company
distributed to holders of record of Cable Car Common Stock as of July 5, 1995,  
no dividends have been declared or paid on Cable Car Common Stock in 1995, 1996 
or in the current year to date. Cable Car does not anticipate a change in this  
policy in the foreseeable future.                                               

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HISTORICAL AND PRO FORMA
PER SHARE DATA -- TRIARC AND CABLE CAR

    The following table sets forth certain historical, pro forma and pro forma
equivalent information giving effect to the Merger and the 1997 Transactions    
(see 'Summary Historical and Pro Forma Consolidated Financial Data'). The data  
is based on the historical and pro forma financial statements.                  

                                                        [Enlarge/Download Table]

                                             YEAR ENDED DECEMBER 31, 1996            SIX MONTHS ENDED JUNE 29, 1997     
                                       ----------------------------------------  ---------------------------------------
                                                                   CABLE CAR                                 CABLE CAR  
                                                       PRO         PRO FORMA                     PRO         PRO FORMA  
                                       HISTORICAL    FORMA(1)    EQUIVALENT(3)   HISTORICAL    FORMA(2)    EQUIVALENT(3)
                                       ----------    --------    --------------  ----------    --------    -------------

                                                                                                                        
PER SHARE(4)                                                                                                            
Net income per share of                                                                                                 
  Common Stock                                                                                                          
  Before Extraordinary                                                                                                  
  Items                                                                                                                 
     Triarc...........................   $ (.28)      $ (.34)            --        $(1.08)      $(1.10)           --    
     Cable Car........................   $  .14           --         $ (.06)       $  .07           --         $(.19)   
Book value per share of                                                                                                 
  Common Stock                                                                                                          
     Triarc...........................   $  .23       $ 1.14             --        $ (.81)      $  .30            --    
     Cable Car........................   $  .67           --         $  .20        $  .75           --         $ .05    

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

(1) The pro forma weighted average shares outstanding during the year ended     
 December 31, 1996 and the outstanding shares at December 31, 1996 used to
compute the pro forma data after giving effect to the Merger and 1997   
Transactions was 31,465,000 and 31,450,000, respectively.               

(2) The pro forma weighted average shares outstanding during the six months     
ended June 29, 1997 and the outstanding shares at June 29, 1997 used to 
 compute the pro forma data after giving effect to the Merger and the 1997
Transactions was 31,498,000 and 31,564,000, respectively.               

(3) The Cable Car pro forma equivalent per share amounts are calculated by      
multiplying pro forma Net Income per Share of Common Stock Before       
 Extraordinary Items and pro forma Book Value per Share of Common Stock by
  the Conversion Price (0.1722) so that the per share amounts are equated to
the respective values for one share of Triarc Common Stock.             

(4) Triarc and Cable Car did not make any cash distributions for the periods    
presented.                                                              

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TRIARC

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following table sets forth for the periods and as of the dates    
indicated summary historical consolidated financial data for Triarc and its     
subsidiaries (the 'Company') and summary consolidated pro forma financial data  
for the Company after giving effect to the 1997 Transactions, as applicable, and
the Merger. The summary historical consolidated financial data of the Company   
(i) as of December 31, 1996 and December 31, 1995 and for each of the years in  
the three-year period ended December 31, 1996 are derived from the consolidated 
financial statements audited by Deloitte & Touche LLP incorporated by reference 
herein and should be read in conjunction therewith, (ii) as of December 31, 1994
are derived from the consolidated balance sheet audited by Deloitte & Touche LLP
not included herein and (iii) as of December 31, 1993, April 30, 1993 and April 
30, 1992 and for the eight months ended December 31, 1993 and each of the years 
in the two-year period ended April 30, 1993 are derived from the consolidated   
financial statements audited by a firm other than Deloitte & Touche LLP not     
included herein. The summary consolidated financial data presented as of and for
the six-month periods ended June 30, 1996 and June 29, 1997 are derived from the
unaudited condensed consolidated financial statements of the Company            
incorporated by reference herein and should be read in conjunction therewith.   
The Company's summary consolidated pro forma financial data are derived from the
Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company  
included elsewhere herein and should be read in conjunction therewith.          

                                                        [Enlarge/Download Table]

                                                                                                                     PRO        
                                                                  HISTORICAL                                      FORMA(10)     
                                 -----------------------------------------------------------------------------   ------------   
                                    FISCAL YEAR ENDED      EIGHT MONTHS                                                         
                                        APRIL 30,             ENDED                    YEAR ENDED DECEMBER 31,                  
                                 -----------------------   DECEMBER 31,   ---------------------------------------------------   
                                  1992(1)        1993        1993(3)         1994          1995         1996         1996       
                                 ----------   ----------   ------------   ----------    ----------    --------   ------------   
                                                           (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)                              
                                                                                                                                
STATEMENT OF OPERATIONS DATA                                                                                                    
    Revenues.................... $1,074,703   $1,058,274      $703,541     $1,062,521    $1,184,221    $989,249      $1,328,909 
    Operating profit (loss).....     58,552       34,459(4)     29,969(5)      68,933(6)     33,989(7)   (6,979)(9)      10,696 
    Loss from continuing                                                                                                        
      operations................    (10,207)     (44,549)(4)   (30,439)(5)     (2,093)(6)   (36,994)(7)  (8,485)(9)     (10,547)
    Income (loss) from                                                                                                          
      discontinued operations,                                                                                                  
      net.......................      2,705       (2,430)       (8,591)        (3,900)           --          --                 
    Extraordinary items.........         --       (6,611)         (448)        (2,116)           --      (5,416)                
    Cumulative effect of changes                                                                                                
      in accounting principles,                                                                                                 
      net.......................         --       (6,388)          --             --            --          --                  
    Net loss....................     (7,502)     (59,978)(4)   (39,478)(5)     (8,109)(6)   (36,994)(7) (13,901)(9)             
    Preferred stock dividend                                                                                                    
      requirements(2)...........        (11)        (121)       (3,889)        (5,833)           --          --            --   
    Net loss applicable to                                                                                                      
      common stockholders.......     (7,513)     (60,099)      (43,367)       (13,942)      (36,994)    (13,901)                
Income (loss) per share:                                                                                                        
    Continuing operations.......       (.39)       (1.73)        (1.62)          (.34)        (1.24)       (.28)         (.34)  
    Discontinued operations.....        .10         (.09)         (.40)          (.17)           --          --                 
    Extraordinary items.........         --         (.26)         (.02)          (.09)           --        (.18)                
    Cumulative effect of changes                                                                                                
      in accounting                                                                                                             
      principles................         --         (.25)          --             --            --          --                  
    Net loss per share..........       (.29)       (2.33)        (2.04)          (.60)        (1.24)       (.46)                
    Weighted-average common                                                                                                     
      shares outstanding........     25,867       25,808        21,260         23,282        29,764      29,898        31,465   

BALANCE SHEET DATA                                                                                                              
    Total assets................    821,170      910,662       897,246        922,167     1,085,966     854,404                 
    Long-term debt..............    289,758      488,654       575,161        612,118       763,346     500,529                 
    Redeemable preferred                                                                                                        
      stock.....................         --       71,794        71,794         71,794            --(8)       --                 
    Stockholders' equity                                                                                                        
      (deficit).................     86,482      (35,387)      (75,981)       (31,783)       20,650(8)    6,765                 

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                                                                                                        PRO     
                                                                         HISTORICAL                  FORMA(10)  
                                                                 ---------------------------         ---------- 
                                                                                SIX MONTHS ENDED                
                                                                 ---------------------------------------------- 
                                                                 JUNE 30,          JUNE 29,           JUNE 29,  
                                                                   1996              1997               1997    
                                                                 --------         ----------         ---------- 
                                                                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)     
                                                                                                                
STATEMENT OF OPERATIONS DATA                                                                                    
    Revenues.................................................... $575,370         $  431,523         $  539,316 
    Operating profit (loss).....................................   43,130            (11,337)(12)        (7,662)
    Loss from continuing operations.............................   (1,798)           (32,346)(12)       (34,749)
    Income (loss) from discontinued operations, net.............       --                 --                    
    Extraordinary items.........................................   (8,538)            (2,954)                   
    Cumulative effect of changes in accounting principles,                                                      
      net.......................................................       --                 --                    
    Net loss....................................................  (10,336)(11)       (35,300)(12)               
    Preferred stock dividend requirements(2)....................       --                 --                    
    Net loss applicable to common stockholders..................  (10,336)           (35,300)                   
Income (loss) per share:                                                                                        
    Continuing operations.......................................     (.06)             (1.08)             (1.10)
    Discontinued operations.....................................       --                 --                    
    Extraordinary items.........................................     (.29)              (.10)                   
    Cumulative effect of changes in accounting principles.......       --                 --                    
    Net loss per share..........................................     (.35)             (1.18)                   
    Weighted-average common shares outstanding..................   29,916             29,931             31,498 

BALANCE SHEET DATA                                                                                              
    Total assets................................................                   1,156,990          1,202,137 
    Long-term debt..............................................                     767,737            767,737 
    Redeemable preferred stock..................................                          --                 -- 
    Stockholders' equity (deficit)..............................                     (24,396)             9,309 

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

(1) Selected Financial Data for the fiscal year ended April 30, 1992 has been 
retroactively restated to reflect the discontinuance of the Company's 
utility and municipal services and refrigeration operations in 1993.  

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

 (3) The Company changed its fiscal year from a fiscal year ending April 30 to a
   calendar year ending December 31 effective for the eight-month transition
period ended December 31, 1993 ('Transition 1993').                   

(4) Reflects certain significant charges recorded during the fiscal year ended
April 30, 1993 as follows: $51,689,000 charged to operating profit    
representing $43,000,000 of facilities relocation and corporate       
     restructuring relating to a change in control of the Company and $8,689,000
of other net charges; $48,698,000 charged to loss from continuing     
     operations representing the aforementioned $51,689,000 charged to operating
 profit, $8,503,000 of other net charges, less $19,391,000 of income tax
     benefit and minority interest effect relating to the aggregate of the above
    charges, and plus $7,897,000 of provision for income tax contingencies and
     $67,060,000 charged to net loss representing the aforementioned $48,698,000
charged to operating profit, a $5,363,000 write-down relating to the  
impairment of certain unprofitable operations and accruals for        
    environmental remediation and losses on certain contracts in progress, net
  of income tax benefit and minority interests, a $6,611,000 extraordinary
charge from the early extinguishment of debt and $6,388,000 cumulative
effect of changes in accounting principles.                           

(5) Reflects certain significant charges recorded during Transition 1993 as   
   follows: $12,306,000 charged to operating profit principally representing
  $10,006,000 of increased insurance reserves; $25,617,000 charged to loss
from continuing operations representing the aforementioned $12,306,000
  charged to operating profit, $5,050,000 of certain litigation settlement
  costs, $3,292,000 of reduction to net realizable value of certain assets
held for sale other than discontinued operations, less $2,231,000 of  

                                              (footnotes continued on next page)

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(footnotes continued from previous page)                                        
   income tax benefit and minority interest effect relating to the aggregate
of the above charges, and plus a $7,200,000 provision for income tax  
contingencies; and $34,437,000 charged to net loss representing the   
   aforementioned $25,617,000 charged to loss from continuing operations and
an $8,820,000 loss on disposal of discontinued operations.            

(6) Reflects certain significant charges 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 income tax benefit relating to the
  aggregate of the above charges of $6,147,000; 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.                                               

(7) Reflects certain significant charges recorded during 1995 as follows:     
   $19,331,000 charged to operating profit representing a $14,647,000 charge
   for a reduction in the carrying value of long-lived assets impaired or to
be disposed of, $2,700,000 of facilities relocation and corporate     
    restructuring and $1,984,000 of other net charges; and $15,199,000 charged
to loss from continuing operations and net loss representing the      
aforementioned $19,331,000 charged to operating profit, $7,794,000 of 
equity in losses and write-down of investments in affiliates, 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, less $2,938,000 of
    income tax benefit relating to the aggregate of the above charges and plus
a $6,100,000 provision for income tax contingencies.                  

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

(9) 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 of 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,
$77,000,000 of gains on sale of businesses, net and plus $5,179,000 of
  income tax provision on 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.                                               

(10) For a description of the adjustments and the assumptions used in preparing 
   the Unaudited Pro Forma Summary Consolidated Financial Data, see Notes to
   the Unaudited Pro Forma Condensed Consolidated Balance Sheet and Notes to
 the Unaudited Pro Forma Condensed Consolidated Statements of Operations
included elsewhere herein.                                            

(11) Reflects an $8,538,000 extraordinary charge from the early extinguishment  
of debt recorded during the six-month period ended June 30, 1996.     

(12) Reflects certain significant charges and credits recorded during the six   
 months ended June 29, 1997 as follows: $39,790,000 charged to operating
   loss representing acquisition related costs of $32,440,000 related to the
acquisition of Snapple and $7,350,000 of facilities relocation and    
corporate restructuring charges; $39,305,000 charged to loss from     
   continuing operations representing the aforementioned $39,790,000 charged
to operating loss and other net credits of $485,000; and $42,259,000  
    charged to net loss representing the aforementioned $39,305,000 charged to
    loss from continuing operations and a $2,954,000 extraordinary charge from
the early extinguishment of debt.                                     

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CABLE CAR BEVERAGE CORPORATION

SUMMARY HISTORICAL FINANCIAL DATA 

The following data, insofar as it relates to Cable Car's consolidated 
statement of operations for the years ended December 31, 1996, 1995 and 1994,   
and the balance sheet as of December 31, 1996 and 1995, has been derived from   
the consolidated financial statements audited by Price Waterhouse LLP,          
independent accountants appearing in Part IV of Cable Car's Annual Report on    
Form 10-K for the year ended December 31, 1996, as amended by an amendment      
thereto filed with the Commission on May 1, 1997, each of which is incorporated 
by reference in this Proxy Statement/Prospectus, and copies of which are        
attached hereto as Appendices A-1 and A-2, respectively. The consolidated       
statement of operations data for the six months ended December 31, 1993 and the 
fiscal years ended June 30, 1993 and 1992, and the consolidated balance sheet   
data as of December 31, 1994 and 1993, and June 30, 1993 and 1992 have been     
derived from the historical consolidated financial statements of Cable Car for  
such periods. The consolidated statements of operations data for the six months 
ended June 30, 1997 and 1996 and the consolidated balance sheet data as of June 
30, 1997 are derived from unaudited consolidated financial statements           
incorporated by reference in this Proxy Statement/Prospectus, and copies of     
which are attached hereto as Appendix A-3. The interim financial data has been  
prepared on the same basis as the audited consolidated financial statements and,
in the opinion of Cable Car, include all adjustments (consisting of normal      
recurring adjustments) necessary for a fair presentation of such information.   
Historical results are not necessarily indicative of results for any future     
period.                                                                         

The following table data should be read in conjunction with the       
consolidated financial statements and notes thereto, and management's commentary
thereon contained in Item 7 of Cable Car's Annual Report on Form 10-K for the   
year ended December 31, 1996, as amended, attached hereto as Appendices A-1 and 
A-2, and Cable Car's Quarterly Report on Form 10-Q for the quarterly period     
ended June 30, 1997, attached hereto as Appendix A-3.                           

                                                        [Enlarge/Download Table]

                                                                            SIX MONTHS                                
                                          YEAR ENDED JUNE 30,                 ENDED         YEAR ENDED DECEMBER 31,   
                                        ----------------------             DECEMBER 31,   ----------------------------
                                      1992                 1993(1)           1993(2)       1994     1995(3)     1996  
                               -------------------   -------------------   ------------   ------    -------    -------
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)                         
                                                                                                                      
STATEMENT OF OPERATIONS DATA:                                                                                         
    Revenue...................       $14,839               $15,538            $3,031      $8,322    $12,844    $18,873
    Net income (loss).........           (22)                 (348)              143         722        883      1,257
    Net income (loss) per                                                                                             
      common share:...........                                (.05)              .02         .09        .10        .14
    Weighted average common                                                                                           
      and common equivalent                                                                                           
      shares outstanding......         7,057                 7,641             7,797       8,319      8,916      9,255
BALANCE SHEET DATA:                                                                                                   
    Total assets..............         5,266                 4,054             3,921       4,449      5,361      7,142
    Long-term debt............           108                     3                10           6         --         --
    Stockholders' equity......         3,067                 2,953             3,097       3,945      4,402      5,982



                                                SIX MONTHS ENDED JUNE 30,                                             
                               -----------------------------------------------------------                            
                                           1996                           1997                                        
                               ----------------------------   ----------------------------                            

                                                                                                                      
STATEMENT OF OPERATIONS DATA:                                                                                         
    Revenue...................            $8,933                         $12,747                                      
    Net income (loss).........               603                             693                                      
    Net income (loss) per                                                                                             
      common share:...........               .07                             .07                                      
    Weighted average common                                                                                           
      and common equivalent                                                                                           
      shares outstanding......             9,022                           9,603                                      
BALANCE SHEET DATA:                                                                                                   
    Total assets..............                                             9,173                                      
    Long-term debt............                                                --                                      
    Stockholders' equity......                                             6,752                                      

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

(1) On June 7, 1993, Cable Car sold its wholly owned subsidiary, Sheya Brothers 
Specialty Beverages ('SBCC'), to AMCON Distributing Company ('AMCON') in
  return for 12.5% of the then issued and outstanding shares of common stock
of AMCON. SBCC had contributed $10.4 million and $10.6 million to annual
  revenue and a pretax loss of approximately $291,000 and pretax earnings of
approximately $89,000 for the fiscal years ended June 30, 1993 and 1992,
respectively.                                                           

(2) In 1993, Cable Car elected to change its fiscal year end from June 30 to    
December 31.                                                            

(3) In the third quarter of 1995, Cable Car wrote down its investment in AMCON  
  stock and recorded a pretax charge of $848,342. Cable Car then distributed
    266,469 shares of AMCON common stock as a dividend to Cable Car stockholders
  of record as of July 5, 1995. Also during 1995, Cable Car determined that,
based upon Cable Car's then current and expected future earnings, it was
more likely than not that Cable Car would realize its future income tax 
benefits. Based on this determination, Cable Car released its valuation 
allowance against deferred tax assets and recorded a tax benefit of     
$936,440.                                                               

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RISK FACTORS

  This Proxy Statement/Prospectus contains forward-looking statements that
involve risks and uncertainties. See 'Cautionary Statement Concerning           
Forward-Looking Statements.' Holders of Cable Car Common Stock should consider  
carefully all the information contained in this Proxy Statement/Prospectus and, 
in particular, the following risk factors:                                      

HOLDING COMPANY STRUCTURE                                                       

  Because Triarc is a holding company, its ability to service debt and pay
dividends, including dividends on the Triarc Common Stock, is primarily         
dependent (in addition to its cash, cash equivalents and short-term investments 
on hand) upon cash flows from its subsidiaries, including loans, cash dividends 
and reimbursement by subsidiaries to Triarc in connection with its providing    
certain management services and payments by subsidiaries under certain tax      
sharing agreements. At June 29, 1997, Triarc's (parent only) cash, cash         
equivalents and short-term investments were approximately $95.2 million.        

    Under the terms of various indentures and credit arrangements which govern
Triarc's principal subsidiaries and which will govern them in the future,       
Triarc's principal subsidiaries are subject to certain restrictions on their    
ability to pay dividends and/or make loans or advances to Triarc. The ability of
any of Triarc's subsidiaries to pay cash dividends and/or make loans or advances
to Triarc 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, the equity interests of Triarc in its 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 June 29, 1997,  
the subsidiaries of Triarc had aggregate long-term indebtedness of approximately
$780.5 million (excluding intercompany indebtedness).                           

As a result of the foregoing contractual restrictions and structural  
subordination, Triarc may be unable to gain access to the cash flow or the      
assets of its subsidiaries in amounts sufficient to discharge its obligations   
under its indebtedness. See ' -- Substantial Leverage.'                         

SUBSTANTIAL LEVERAGE                                                            

    Triarc is highly leveraged. On a pro forma basis giving effect to the 1997
Transactions and the Merger, total consolidated indebtedness of Triarc as of    
June 29, 1997, would have been approximately $783.5 million. On a pro forma     
basis giving effect to the 1997 Transactions and the Merger, Triarc's           
consolidated interest expense would have been approximately $93.5 million for   
the year ended December 31, 1996 and $42.0 million for the six months ended June
29, 1997. As of June 29, 1997, Triarc's (parent only) indebtedness was          
approximately $45.7 million (excluding intercompany indebtedness other than a   
$40.7 million note owed to the Operating Partnership). As a consequence of such 
leverage, (i) Triarc's ability to obtain additional financing in the future for 
working capital, capital expenditures, future acquisitions or other general     
corporate purposes may be limited; (ii) a substantial portion of Triarc's       
consolidated cash flow from operations may be dedicated to payments in respect  
of its indebtedness; (iii) Triarc's flexibility in responding to economic       
downturns and competitive pressures may be limited; (iv) Triarc may have        
difficulty discharging its obligations under its indebtedness, including,       
without limitation, the $40.7 million loan to the Company by the Operating      
Partnership and Triarc's guarantees of certain debt of its subsidiaries; and (v)
Triarc's ability to pay dividends on the Triarc Common Stock may be limited. In 
addition, subject to any restrictions that may exist from time to time under    
certain agreements, Triarc and its subsidiaries may incur additional            
indebtedness in the future for general corporate purposes, which may include    
acquisitions, investments or capital expenditures.                              

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NET LOSSES                                                                      

Triarc reported net losses (after preferred dividend requirements for 
fiscal years to 1994) for each fiscal year from 1989 through 1996 (including the
transition period ended December 31, 1993) and for the six-month period ended   
June 29, 1997. Although the diversity of Triarc's business segments precludes   
overall generalizations about its operating results, Triarc believes that the   
losses for the three fiscal years ended December 31, 1996 were affected in large
part by write downs of operating assets as required by FASB 121 (an aggregate of
approximately $78.9 million for fiscal 1995 and 1996), charges related to the   
relocation of offices and management restructurings (an aggregate of            
approximately $20.3 million for the three years), extraordinary charges relating
to the early extinguishment of indebtedness (an aggregate of approximately $7.5 
million for fiscal 1994 and 1996), and operating problems incurred during fiscal
1995 and 1996 relating to the introduction of new beverage products and the     
operations of new restaurants that were unable to profitably cover their        
carrying costs. There can be no assurance that Triarc's operating results will  
improve in future periods.                                                      

POSSIBLE PRICE VOLATILITY OF TRIARC COMMON STOCK                                

   The market price of Triarc Common Stock has been, and may continue to be,
volatile. The market price of Triarc Common Stock may be significantly affected 
by factors such as actual or anticipated fluctuations in Triarc's operating     
results, new product or concept development by Triarc or its competitors,       
changing trends in customer tastes, changes in financial estimates by securities
analysts, general market conditions and other factors.                          

DIVIDENDS                                                                       

     Triarc has not paid a dividend on the Triarc Common Stock in the three most
recently completed fiscal years or in the current fiscal year. Triarc currently 
intends to reinvest all of its earnings for use in its business and to finance  
future growth. Accordingly, Triarc does not anticipate paying cash dividends on 
Triarc Common Stock in the foreseeable future.                                  

SUCCESSFUL COMPLETION AND INTEGRATION OF ACQUISITIONS                           

One element of Triarc's business strategy is to continuously evaluate 
acquisitions and business combinations to augment its businesses. There can be  
no assurance that Triarc will identify and complete suitable acquisitions or if 
completed, that such acquisitions will be successfully integrated. Acquisitions 
involve numerous risks, including difficulties assimilating new operations and  
products. There can be no assurance that any acquisition would result in        
long-term benefits to Triarc or that management would be able to manage         
effectively the resulting business.                                             

ACQUISITION AND INTEGRATION OF SNAPPLE                                          

  On May 22, 1997, Triarc acquired all of the outstanding capital stock of
Snapple from The Quaker Oats Company ('Quaker') for approximately $300 million  
in cash. After being acquired by Quaker in December 1994 for approximately $1.7 
billion, Snapple's performance deteriorated significantly. Case sales and       
revenues declined from 72 million cases and $675.8 million, respectively, in    
1994 to 49.6 million cases and $498.3 million, respectively, for the 12 months  
ended March 1997. Triarc believes that Snapple's deteriorating results under    
prior ownership were largely attributable to the following factors: (i)         
Snapple's relationships with its distributors became strained because it failed 
to develop strong relationships with them; (ii) Snapple's frequency of new      
product introduction declined dramatically; (iii) Snapple replaced successful   
advertising personae with expensive marketing campaigns which proved to be      
ineffective; and (iv) Snapple attempted to expand international sales by        
investing heavily in marketing and infrastructure, which expenditures did not   
produce corresponding sales volumes. In order to stabilize and ultimately       
increase Snapple's sales and profitability, Triarc intends to capitalize on     
Snapple's continued strong brand equity, increase development of new products   
and packaging, utilize creative and more effective advertising and marketing to 
promote Snapple products and to develop stronger relationships with Snapple's   
distributors, many of whom also distribute Mistic and/or Royal Crown products.  
In addition, Triarc hopes to realize cost savings through more aggressive       
purchasing of                                                                   

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raw materials (such as glass bottles, flavors and other ingredients).           
Furthermore, Snapple has historically spent significantly more on advertising   
and marketing per case sold than the Triarc Beverage Group has spent with       
respect to Mistic products. While the Triarc Beverage Group has plans to spend  
significantly more per case on Snapple advertising and marketing than its       
historical spending levels for Mistic, it still intends to spend significantly  
less than the historical per case spending levels of Snapple's prior owner.     
Snapple also spent significantly more per case on general and administrative    
expenses than does the Triarc Beverage Group for its Mistic business. The Triarc
Beverage Group intends to spend significantly less on general and administrative
expenses than Snapple's prior owner. Triarc faces risks in integrating the      
operations of Snapple into the Triarc Beverage Group. There can be no assurance 
that case volume stabilization or growth or greater profitability can be        
achieved or that cost savings will be realized, that there will not be delays in
achieving such cost savings or that the Triarc Beverage Group will not incur    
unanticipated costs in implementing its post-acquisition strategy with respect  
to Snapple.                                                                     

ACQUISITION AND INTEGRATION OF CABLE CAR                                        

  Triarc faces risks associated with implementing its post-Merger strategy
and integrating the operations of Cable Car into the Triarc Beverage Group. The 
Triarc Beverage Group hopes to be able to increase Cable Car's sales and        
profitability through improved distribution and increased purchasing            
efficiencies with respect to raw materials (such as glass bottles, flavors and  
other ingredients). There can be no assurance, however, that such cost savings  
will be realized, that there will not be delays in achieving such cost savings  
or that the Triarc Beverage Group will not incur unanticipated costs in         
implementing its post-Merger strategy and integrating the operations of Cable   
Car into the Triarc Beverage Group.                                             

ENVIRONMENTAL LIABILITIES                                                       

Certain of Triarc's 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      
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. Although Triarc believes that its operations     
comply in all material respects with all applicable environmental laws and      
regulations, it 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. Triarc 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. Triarc believes that its     
operations comply in all material respects with all applicable environmental    
laws and regulations.                                                           

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. Historically, approximately 66% 
of the Operating Partnership's retail propane volume has been sold during this  
peak heating season. Actual weather conditions, therefore, may significantly    
affect the Operating Partnership's financial performance. For example, warm     
weather during the winter of 1994-95 significantly decreased the overall demand 
for propane, and adversely affected the Operating Partnership's operating       
income. 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. Variations in the weather in the Midwest, where the      
majority of the Operating Partnership's retail volume is sold, and in the       
Northeast, where the Operating Partnership has a greater concentration of higher
margin residential                                                              

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accounts, will generally have a greater impact on the Operating Partnership's   
revenues than variations in the weather in other markets.                       

ENERGY EFFICIENCY AND TECHNOLOGY TRENDS MAY AFFECT DEMAND FOR PROPANE           

   The national trend toward increased energy conservation and technological
advances, including installation of improved insulation and the development of  
more efficient furnaces and other heating devices, has adversely affected, and  
may continue to adversely affect, demand for propane by retail customers. The   
Operating Partnership cannot predict the effect of future conservation measures 
or the effect that any technological advances in heating, conservation, fuel    
efficiency, energy generation or other devices might have on its operations.    

ROYAL CROWN'S RELIANCE ON CERTAIN BOTTLER'S AND PRIVATE LABEL SALES             

 Royal Crown sells its soft drink concentrate to a number of independent
bottlers who are granted exclusive licenses to sell RC Cola brand products      
within a defined territory. Two of Royal Crown's bottlers, Chicago Bottling     
Group and Beverage America, accounted for approximately 20.1% and 10.2%,        
respectively, of Royal Crown's domestic unit sales of concentrate for branded   
products during 1996. Royal Crown's ten largest bottler groups accounted for    
63.6% and 68.4% of Royal Crown's domestic unit sales of concentrate for branded 
products during 1995 and 1996, respectively. If one or more of these major      
bottlers were to discontinue selling RC Cola brand products for any reason,     
Royal Crown's sales would be adversely affected in the areas serviced by such   
bottlers.                                                                       

     Royal Crown provides concentrate to Cott Corporation ('Cott') pursuant to a
concentrate supply agreement entered into in 1994 (the 'Cott Worldwide          
Agreement'). Under the Cott Worldwide Agreement, Royal Crown is Cott's exclusive
worldwide supplier of cola concentrates for retailer-branded beverages in       
various containers. In addition, Royal Crown also supplies Cott with non-cola   
carbonated soft drink concentrates. Cott delivers the private label concentrate 
and packaging materials to independent bottlers for bottling. The finished      
private label product is then shipped to Cott's trade customers, including major
retailers such as Wal-Mart, A&P and Safeway. The Cott Worldwide Agreement       
requires that Cott purchase at least 75% of its total worldwide requirements for
carbonated soft drink concentrates from Royal Crown. The initial term of the    
Cott Worldwide Agreement is 21 years, with multiple six-year extensions.        
Although the Cott Worldwide Agreement provides that Royal Crown may manufacture 
and sell private label cola concentrate to other packagers or bottlers if Cott  
does not meet certain minimum purchase requirements, there can be no assurance  
that Royal Crown would be able to enter into satisfactory arrangements with an  
alternative private label concentrate purchaser. In 1994, 1995 and 1996,        
revenues from the Cott business represented approximately 14.2%, 12.1% and      
12.6%, respectively, of Royal Crown's total revenues. If Cott's business        
declines, or if the Cott Worldwide Agreement is terminated, Royal Crown's sales 
could be adversely affected.                                                    

COMPETITION                                                                     

  Triarc's businesses operate in highly competitive industries. Triarc has
major competitors in each of its business segments, many of which have          
significantly greater financial, marketing, personnel and other resources than  
does Triarc.                                                                    

The Triarc Beverage Group's premium and soft drink products compete   
generally with all liquid refreshments and in particular with numerous          
nationally-known soft drinks such as Coca-Cola and Pepsi-Cola. The Triarc       
Beverage Group also competes with regional soft drink producers and other       
'private label' soft drink suppliers. The Triarc Beverage Group competes with   
other beverage companies not only for consumer acceptance but also for shelf    
space in retail outlets and for marketing focus by the Triarc Beverage Group's  
distributors, most of whom 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, pricing, packaging and 
the development of new products. In recent years, price competition has been    
especially intense with respect to sales of beverages to food stores, with local
bottlers granting significant discounts and allowances off wholesale prices in  
order to                                                                        

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maintain or increase market share in the food store segment. While price        
discounting by bottlers indirectly affects the Triarc Beverage Group's operating
results, Triarc cannot quantify the impact of such price competition.           

     Triarc completed the sale of all of its company owned Arby's restaurants in
May 1997. Subsequent to such sale, Arby's revenues are primarily dependent on   
royalties based on sales at franchisees' restaurants. The Arby's restaurant     
system faces direct and indirect competition from numerous well-established     
competitors, including national and regional fast food chains. In addition,     
Arby's competes with locally owned restaurants, drive-ins, diners and numerous  
other establishments that offer low-priced food to the public. The principal    
means of competition in the fast food industry are price, the quality of        
products, quality and speed of service, advertising, name identification,       
restaurant location and attractiveness of facilities. Triarc believes that a    
number of fast food companies have in recent years experienced flattening growth
rates and declines in average sales per domestic restaurant. In response,       
certain companies, including Arby's, have adopted price discounting strategies. 
During past periods of discount promotions, Arby's has experienced increases in 
sales, but, with respect to company owned restaurant operations, lower gross    
margins. As a result, Triarc cannot quantify the net impact of price competition
on Arby's results of operations. Accordingly, continued price discounting in the
fast food industry could have an adverse effect on Arby's results of operations.

The Partnership, through its subsidiary partnership, the Operating    
Partnership, competes in each of its marketing areas with numerous other propane
distributors. In addition, propane is sold in competition with all other        
commonly used fuels and energy sources, including electricity, fuel oil and     
natural gas. The primary competing energy source to propane is electricity,     
which is available in substantially all of the market areas served by the       
Partnership. Fuel oil is a major competitor for home heating and other purposes 
and is sold by a diversified group of companies throughout the marketing areas  
served by the Partnership.                                                      

   C.H. Patrick has many competitors, including large chemical companies and
smaller concerns. No single manufacturer dominates the industry in which C.H.   
Patrick participates. The principal elements of competition in the dyes and     
specialty chemicals industry include quality, price and service.                

DEPENDENCE ON KEY PERSONNEL                                                     

     Triarc believes that its success has been and will continue to be dependent
to a significant extent upon the efforts and abilities of its senior management 
team. The failure by Triarc to retain members of its senior management team     
could adversely affect Triarc's ability to build on the efforts undertaken by   
its current management to increase the efficiency and profitability of its      
businesses. The loss of Nelson Peltz, the Chairman and Chief Executive Officer  
of Triarc, or Peter May, the President and Chief Operating Officer of Triarc,   
other senior members of Triarc's senior management or the senior management of  
its subsidiaries could adversely affect Triarc.                                 

CONTROL BY CERTAIN SHAREHOLDERS                                                 

     DWG Acquisition Group, L.P. ('DWG Acquisition') owns directly or indirectly
approximately 24.9% of the outstanding Triarc Common Stock as of September 28,  
1997. Messrs. Peltz and May, as the sole general partners of DWG Acquisition,   
beneficially own all of the Triarc Common Stock owned by DWG Acquisition. In    
addition, Messrs. Peltz and May individually beneficially own certain additional
shares of Triarc Common Stock which, when combined with the shares owned through
DWG Acquisition, would constitute approximately 27.9% and 27.0%, respectively,  
of the Triarc Common Stock as of September 28, 1997. As a result of such        
ownership, Messrs. Peltz and May are able to exercise significant influence over
the election of members of the Boards of Directors of Triarc and its            
subsidiaries and may also be able to influence significantly the outcome of     
certain corporate actions requiring stockholder approval, including, mergers,   
consolidations and the sale of all or substantially all of Triarc's assets, and 
may be in a position to prevent or cause a change in control of Triarc.         

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

   The Merger is expected to be a tax-free reorganization within the meaning
of Section 368(a) of the Code for federal income tax purposes, so that no gain  
or loss will be recognized by Cable Car's stockholders on the exchange of Cable 
Car Common Stock for Triarc Common Stock, except in respect of cash received in 
lieu of fractional shares. The receipt of a tax opinion regarding the           
availability of such tax treatment is a condition to the consummation of the    
Merger, although such condition may be waived. Cable Car stockholders should be 
aware that such an opinion would not bind the Internal Revenue Service (the     
'IRS'), and the IRS is therefore not precluded from asserting a contrary        
opinion. A successful IRS challenge to the tax-free status of the Merger would  
result in Cable Car stockholders recognizing taxable gain or loss with respect  
to each share of Cable Car Common Stock surrendered equal to the difference     
between the stockholder's tax basis in such share and the fair market value, as 
of the Effective Time, of the Triarc Common Stock received in exchange therefor.
Cable Car stockholders are urged to consult their own tax advisors regarding the
tax consequences of the Merger. See 'The Proposed Merger and Related            
Matters -- Certain Federal Income Tax Consequences.'                            

ADDITIONAL INTERESTS OF CABLE CAR MANAGEMENT                                    

  In considering the recommendation of the Cable Car Board with respect to
the Merger Agreement and the Merger, holders of Cable Car Common Stock should be
aware that certain directors and officers of Cable Car have certain interests in
respect of the Merger that are in addition to the interests of Cable Car        
stockholders generally. The Cable Car Board was aware of these interests and    
considered them, among other matters, in approving the Merger Agreement and the 
Merger. See 'The Proposed Merger and Related Matters -- Additional Interests of 
Cable Car Management.'                                                          

EFFECT OF PREFERRED STOCK; ANTI-TAKEOVER PROVISIONS                             

The Triarc Charter authorizes the issuance of shares of 'blank check' 
preferred stock which will have such designations, rights and preferences as may
be determined from time to time by the Triarc Board. Accordingly, the Triarc    
Board is empowered, without stockholder approval, to issue preferred stock with 
dividend, liquidation, conversion, voting or other rights which could adversely 
affect the voting power and other rights of the holders of Triarc Common Stock. 
The preferred stock could be used to discourage, delay or prevent a change in   
control of Triarc which is determined by the Triarc Board to be undesirable.    
Although Triarc has no present intention to issue any shares of preferred stock,
there can be no assurance that Triarc will not do so in the future. See         
'Description of Triarc Capital Stock.'                                          

In addition, certain provisions in the Triarc Charter are intended to 
discourage or delay a hostile takeover of control of Triarc and are summarized  
in detail under the caption 'Comparison of Rights of Cable Car and Triarc       
Stockholders -- Certain Anti-Takeover Provisions in the Triarc Charter.'        

EFFECT OF TRIARC STOCK OPTIONS                                                  

  Triarc maintains the 1993 Equity Participation Plan (the 'Equity Plan'),
which provides for the grant of stock options and restricted stock to certain   
officers, key employees, consultants and non-employee directors. In addition,   
non-employee directors are eligible to receive shares of Triarc Common Stock in 
lieu of retainer or meeting attendance fees. The Equity Plan provides for a     
maximum of 10,000,000 shares of Triarc Common Stock to be issued on the exercise
of options, to be granted as restricted stock or to be issued to non-employee   
directors in lieu of fees. Under the Equity Plan, as of September 28, 1997,     
options to acquire an aggregate of 8,798,170 shares of Triarc Common Stock were 
outstanding, 500,775 restricted shares of Triarc Common Stock (the restrictions 
on which have lapsed) had been issued, 22,812 shares of Triarc Common Stock had 
been issued to non-employee directors and 521,750 shares of Triarc Common Stock 
were available for future grants. The exercise of outstanding options or the    
future issuance of options (and the exercise of such options) or restricted     
stock will dilute the beneficial ownership of holders of Triarc Common Stock    
after the Merger.                                                               

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COMPARATIVE RIGHTS OF CABLE CAR STOCKHOLDERS BEFORE AND AFTER THE MERGER        

There are various differences between the rights of Cable Car's       
stockholders and the rights of Triarc's stockholders. See 'Description of Triarc
Capital Stock' and 'Comparison of Rights of Cable Car and Triarc Stockholders.' 

COMPANIES 

TRIARC COMPANIES, INC.                                                          

    Triarc is a holding company which, through its subsidiaries, is engaged in
the following businesses: beverages, restaurants, dyes and specialty chemicals  
and liquefied petroleum gas. The beverage operations are conducted by the Triarc
Beverage Group through Royal Crown Company, Inc. ('Royal Crown'), Mistic Brands,
Inc. ('Mistic') and Snapple Beverage Corp., which was acquired by Triarc in May 
1997; the restaurant operations are conducted by the Arby's (d/b/a the Triarc   
Restaurant Group), which is the franchisor for the Arby's restaurant system; the
dyes and specialty chemical operations are conducted through C.H. Patrick & Co.,
Inc.; and the liquefied petroleum gas operations are conducted through the      
Partnership and its operating subsidiary partnership, the Operating Partnership.
In addition, prior to April 29, 1996, Triarc was also engaged in the textile    
business through Graniteville Company. On such date the textile related assets  
of Graniteville Company were sold.                                              

The Triarc Beverage Group oversees the operations of Triarc's beverage
subsidiaries, Snapple, Mistic and Royal Crown. Snapple, acquired from Quaker in 
May 1997, markets and distributes ready-to-drink brewed iced teas and juice     
drinks and is a market leader in the premium beverage category. Triarc has      
undertaken and expects to continue to undertake measures designed to stabilize  
and ultimately increase Snapple's sales and profitability. Such measures include
capitalizing on Snapple's continued strong brand equity, increasing the         
development of new products and packaging, utilizing creative and more effective
advertising and marketing to promote Snapple products and developing stronger   
relationships with Snapple's distributors, many of whom also distribute Mistic  
and/or Royal Crown products. In addition, Triarc hopes to realize cost savings  
through more aggressive purchasing of raw materials (such as glass bottles,     
flavors and other ingredients) and increased efficiencies in advertising,       
marketing and general and administrative expenses. Since acquiring Snapple,     
Triarc has introduced four new products, including Orange Tropic -- Wendy's     
Tropical Inspiration and three herbal or green teas. Snapple's performance had  
deteriorated while owned by Quaker from December 1994 through May 1997.         

Mistic's premium beverage business, acquired by Triarc in August 1995,
develops, produces and markets a wide variety of premium non-alcoholic          
beverages, including non-carbonated and carbonated fruit drinks, ready to drink 
brewed iced teas and naturally flavored sparkling waters under the Mistic, Royal
Mistic, Mistic Rain Forest and Mistic Breeze brand names. Since acquiring       
Mistic, Triarc has introduced 34 new flavors, various bottle sizes and shapes   
and numerous new package designs. Royal Crown produces and sells concentrates   
used in the production of soft drinks which are sold domestically and           
internationally to independent, licensed bottlers who manufacture and distribute
finished beverage products. Royal Crown's major products have significant       
recognition and include: RC COLA, DIET RC COLA, DIET RITE COLA, DIET RITE       
flavors, NEHI, UPPER 10 and KICK. Further, Royal Crown is the exclusive supplier
of cola concentrate to Cott Corporation which sells private label soft drinks to
major retailers in the United States, Canada, the United Kingdom, Australia,    
Japan, Spain and South Africa.                                                  

   Arby's is the world's largest franchise restaurant system specializing in
slow-roasted meat sandwiches. In addition, Triarc believes that Arby's is the   
10th largest quick service restaurant chain in the United States based on       
domestic system-wide sales. As of August 31, 1997, the Arby's restaurant system 
consisted of 3,050 restaurants of which 2,881 operated within the United States 
and 169 operated outside the United States. Currently, all of the Arby's        
restaurants are owned and operated by franchisees. Triarc believes that, as a   
franchisor, it will be able to reduce from recent historical levels the         
operating costs of the restaurant segment, and substantially reduce capital     
expenditure requirements, thereby improving the restaurant segment's cash flows.
Arby's continues to pursue the development of a multi-brand strategy, which     
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tary, brands in the same restaurant. Arby's currently multi-brands with T.J.    
Cinnamons, Inc., which specializes in gourmet cinnamon rolls and related        
products, and P.T. Noodle's, which offers a variety of Asian, Italian and       
American dishes based on serving corkscrew noodles with a variety of different  
sauces.                                                                         

     C.H. Patrick produces and markets dyes and specialty chemicals primarily to
the textile industry. The majority of C.H. Patrick's dye products are used in   
the continuous dying of cotton and polyester/cotton blends. C.H. Patrick also   
manufactures various textile softeners, surfactants, dying auxiliaries and      
permanent press resins, as well as several acrylic polymers used in textile     
finishing as soil release agents. As previously announced, Triarc continues to  
review strategic alternatives to maximize the value of its dye and specialty    
chemical operations. There can be no assurance that any transaction will        
result from this review process.                                                

    The Partnership and the Operating Partnership are engaged primarily in 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 the retail marketing of     
propane related supplies and equipment, including home and commercial           
appliances. Triarc believes that the Partnership is the sixth largest retail    
marketer of propane in terms of volume in the United States. National Propane,  
an indirect wholly owned subsidiary of Triarc, is the managing general partner  
of the Partnership and the Operating Partnership and owns approximately 43% of  
their combined equity interests with the remaining 57% owned by the public.     

 The mailing address of Triarc's principal executive offices is 280 Park
Avenue, New York, New York 10017, and its telephone number is (212) 451-3000.   

CCB MERGER CORPORATION                                                          

   Mergerco, a wholly owned subsidiary of Triarc, was formed in June 1997 by
Triarc solely for the purpose of effecting the Merger. Upon consummation of the 
Merger, Mergerco will be merged into Cable Car, and Mergerco's separate         
corporate existence will thereupon cease. The mailing address of Mergerco's     
principal executive offices is c/o Triarc Companies, Inc., 280 Park Avenue, New 
York, New York 10017, and its telephone number is (212) 451-3000.               

CABLE CAR BEVERAGE CORPORATION                                                  

     Cable Car Beverage Corporation is a beverage marketing company. Cable Car's
primary business is selling Stewart's brand premium soft drinks (Root Beer,     
Orange N' Cream, Cream Ale, Ginger Beer, Classic Key Lime and Cherries N' Cream)
to beverage distributors throughout the United States and Canada. Cable Car also
sells concentrate to soft drink bottlers, who produce and distribute beverages  
made from the concentrate. In addition to Stewart's brand soft drinks, Cable Car
also sells Aspen Mountain Spring Water, Aspen flavored waters, San Francisco    
Seltzer and Java Cola. Cable Car has two wholly owned subsidiaries (the 'Cable  
Car Subsidiaries'), Fountain Classics, Inc., which markets Stewart's fountain   
products, and Old San Francisco Seltzer, Inc. The mailing address of Cable Car's
principal executive offices is 717 17th Street, Suite 1475, Denver, Colorado    
80202, and its telephone number is (303) 298-9038.                              

Copies of Cable Car's Annual Report on Form 10-K for the year ended   
December 31, 1996, and the amendment thereto filed with the Commission on April 
30, 1997, are attached to this Proxy Statement/Prospectus as Appendices A-1 and 
A-2, respectively. A copy of Cable Car's Quarterly Report on Form 10-Q for the  
quarter ended March 31, 1997 is attached to this Proxy Statement/Prospectus as  
Appendix A-3.                                                                   

RECENT DEVELOPMENTS                                                             

TRIARC                                                                          

  On May 22, 1997, Triarc completed its acquisition of Snapple from Quaker
for approximately $300 million in cash. Snapple, which markets and distributes  
ready-to-drink brewed iced teas and juice                                       

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drinks, had sales for 1996 of approximately $550 million, and is a market leader
in the premium beverage category. Snapple, together with Mistic and Royal Crown,
operates as part of the Triarc Beverage Group.                                  

   On May 5, 1997, Triarc completed the sale of all of its 355 company owned
Arby's restaurants to RTM Restaurant Group ('RTM'), the largest franchisee in   
the Arby's system, for approximately $71 million. As part of the transaction,   
the selling companies received options to purchase an aggregate 20% interest in 
each of the RTM affiliates that own the restaurants. Arby's, a subsidiary of    
Triarc, continues as the franchisor of the more than 3,000 store Arby's         
restaurant system.                                                              

On July 18, 1997, Royal Crown and TriBev Corporation, subsidiaries of 
Triarc, completed the sale of their rights relating to the C&C beverage line,   
including the C&C trademark, to Kelco Sales & Marketing Inc. ('Kelco'), a       
beverage distribution business based in Cranford, New Jersey, which will do     
business under the name of C&C Beverages, Inc. C&C is a line of mixers, colas   
and flavors. In connection with the sale, Royal Crown also agreed to sell to    
Kelco concentrate for C&C products and to provide Kelco certain technical       
services for seven years. In consideration for the foregoing, Royal Crown and   
TriBev Corporation will receive an aggregate payment of approximately $9.4      
million, payable over seven years.                                              

On October 13, 1997, Triarc announced that its management had been    
authorized, when and if market conditions warrant, to purchase during the next  
twelve months, up to $20 million of Triarc Common Stock. Purchases under this   
program may not commence until after the consummation of the Merger and there   
can be no assurance that any such purchases of Triarc Common Stock will be made 
in the future.                                                                  

CABLE CAR                                                                       

   On June 24, 1997, Cable Car entered into an agreement, as further amended
on August 11, 1997, with Stewart's Restaurants, Inc. ('Stewart's Restaurants')  
amending and modifying its Master Agreement dated July 11, 1989 with Stewart's  
Restaurants (as amended previously and as so amended, the 'Stewart's Master     
Agreement'). Among other things, the amendment gave Cable Car ownership of the  
formulas for and manufacturing rights to concentrates used to make Stewart's    
soft drinks. The amendment also provides that Cable Car is permitted to use the 
Stewart's trademark on any other product of any type, provided that such        
products comply with certain quality standards, and that Stewart's Restaurants  
shall not, without Cable Car's consent, use the Stewart's trademark except to   
operate Stewart's Restaurants, Drive-Ins and mobile food and beverage           
concessions and on certain other products.                                      

On June 24, 1997, Cable Car also entered into an agreement, as further
amended on August 11, 1997, with Stewart's Restaurants amending and modifying   
its agreement dated December 1, 1993 with Stewart's Restaurants (as amended     
previously and as so amended, the 'Stewart's Fountain Agreement'). Among other  
things the amendment to the Stewart's Fountain Agreement grants to Cable Car the
perpetual exclusive worldwide license to manufacture, distribute and sell post  
mix syrups and pre mixes for Stewart's beverages throughout the world           
(fountain-type beverages), except that Stewart's Restaurants retains such rights
in any of its company owned, licensed or franchised Stewart's Restaurants,      
Drive-Ins or mobile food and beverage concessions and subject to Cable Car      
meeting certain quality standards. Cable Car also agreed to certain minimum     
annual royalty payments to Stewart's Restaurants.                               

  As consideration for these amendments, Cable Car will issue to Stewart's
Restaurants prior to the Effective Time an aggregate of 150,000 shares of Cable 
Car Common Stock. In addition, Cable Car will pay to Stewart's Restaurants      
$400,000 in cash, of which $250,000 is payable on March 31, 1998 and $150,000 is
payable on March 31, 1999.                                                      

     Cable Car has entered into a lease to move to new office space in Denver on
or about December 1, 1997. The new address of Cable Car's principal executive   
offices will be 555 17th Street, Suite 3550, Denver, Colorado 80202.            

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THE SPECIAL MEETING 

GENERAL                                                                         

     This Proxy Statement/Prospectus is being furnished to stockholders of Cable
Car in connection with the solicitation of proxies by the Cable Car Board for   
use at the Special Meeting to be held on Tuesday, November 25, 1997, at         
10:00 a.m., local time, at Norwest Bank Building, 1740 Broadway, Forum Room,    
Denver, Colorado 80274, and any adjournments or postponements thereof.          

Representatives of Price Waterhouse L.L.P., Cable Car's independent   
accountants, are expected to be present at the Special Meeting with the         
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.                                               

MATTERS TO BE CONSIDERED                                                        

     At the Special Meeting, holders of Cable Car Common Stock will consider and
vote upon a proposal to approve the Merger Agreement, which provides for the    
merger of Mergerco into Cable Car with Cable Car being the Surviving            
Corporation, and such other matters as may properly be brought before the       
Special Meeting or any adjournments or postponements thereof. Cable Car does not
currently intend to bring any business other than the approval of the Merger    
Agreement and the Merger before the Special Meeting or any adjournments or      
postponements thereof. See 'The Proposed Merger and Related Matters' and 'The   
Merger.'                                                                        

VOTE REQUIRED                                                                   

  Approval of the Merger Agreement and the Merger requires the affirmative
vote of a majority of the outstanding shares of Cable Car Common Stock. A vote  
by a stockholder of Cable Car to approve the Merger Agreement will constitute a 
vote to approve the terms of, and the transactions contemplated by, the Merger  
Agreement (including the Merger).                                               

A majority of the shares entitled to vote at the Special Meeting,     
represented in person or by proxy, constitutes a quorum. The Special Meeting may
be adjourned if a quorum is not present for the purpose of obtaining additional 
proxies or votes or for any other purpose, and, at any subsequent reconvening of
the Special Meeting, all proxies will be voted in the same manner as such       
proxies would have been voted at the original convening of the Special Meeting  
(except for any proxies that have theretofore been revoked or withdrawn),       
notwithstanding that they may have been voted on the same or any other matter at
a previous meeting.                                                             

    Under the DGCL, in determining whether the proposal regarding the approval
of the Merger Agreement has received the requisite number of affirmative votes, 
abstentions and broker nonvotes will be counted and will have the same effect as
a vote against such proposal. Holders of Cable Car Common Stock are entitled to 
one vote at the Special Meeting for each share of Cable Car Common Stock held of
record at the close of business on the Record Date. As of September 30, 1997,   
directors and executive officers of Cable Car and their affiliates, in the      
aggregate, were entitled to vote 1,803,609 shares of Cable Car Common Stock,    
representing approximately 20.2% of the total shares entitled to vote at the    
Special Meeting.                                                                

Triarc has entered into the Stockholders Agreement with the Subject   
Stockholders, which governs an aggregate of approximately 19.7% of the          
outstanding Cable Car Common Stock beneficially owned by the Subject            
Stockholders (such amount does not include 12,200 shares of Cable Car Common    
Stock owned by them but not subject to the Stockholders Agreement) as of        
September 30, 1997. Each Subject Stockholder has agreed that at                 
any meeting of the holders of Cable Car Common Stock, he or she will, until     
the Effective Time or the termination of the Merger Agreement, vote or cause    
to be voted the Subject Stock in favor of approval of the Merger Agreement      
and the Merger and against certain other actions. Moreover, each Subject        
Stockholder has also granted Triarc an irrevocable proxy to vote his or         
her shares of Subject Stock as specified above in the event that such           
Stockholder fails to so vote his or her Subject Stock in the agreed upon        
manner. A copy of the Stockholders Agreement is attached to this Proxy          
Statement/Prospectus as Appendix B-2 and incorporated herein by reference.      
See 'The Proposed                                                               

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Merger and Related Matters -- Additional Interests of Cable Car                 
Management -- Stockholders Agreement.'                                          

   THE BOARD OF DIRECTORS OF CABLE CAR HAS UNANIMOUSLY APPROVED THE TERMS OF
THE MERGER AGREEMENT AND THE MERGER AND RECOMMENDS THAT THE STOCKHOLDERS OF     
CABLE CAR VOTE FOR APPROVAL OF THE MERGER AGREEMENT AND THE MERGER.             

RECORD DATE; PROXIES                                                            

The Cable Car Board has fixed the close of business on October 23,    
1997 as the Record Date for determining the stockholders of Cable Car entitled  
to notice of and to vote at the Special Meeting. As of September 30, 1997,      
there were 8,948,324 shares of Cable Car Common Stock outstanding and entitled  
to vote, held of record by approximately 1,025 holders. Holders of shares of    
Cable Car Common Stock entitled to vote at the Special Meeting (including       
any adjournments or postponements thereof) and which are represented by         
properly executed proxies in the form enclosed with this Proxy                  
Statement/Prospectus will, unless such proxies have previously been revoked,    
be voted in accordance with the instructions indicated in such proxies.         
To the extent instructions are not indicated on an otherwise                    
properly executed proxy, shares will be voted in favor of the approval of the   
Merger Agreement and the Merger and in the discretion of the proxy holder as to 
any other matter that may properly come before the Special Meeting. A Cable Car 
stockholder who has given a proxy may revoke such proxy at any time prior to its
exercise at the Special Meeting by (i) giving written notice of revocation      
bearing a later date than the proxy to the Secretary of Cable Car, (ii) properly
submitting to Cable Car a duly executed proxy card relating to the same shares  
bearing a later date or (iii) attending the Special Meeting and voting in       
person. Attendance at the Special Meeting will not in and of itself revoke a    
proxy. All written notices of revocation and other communications with respect  
to the revocation of proxies by Cable Car stockholders should be addressed as   
follows: Cable Car Beverage Corporation, 717 17th Street, Suite 1475, Denver, CO
80202, Attention: Secretary, or hand-delivered to the Secretary of Cable Car    
before the vote is taken at the Special Meeting.                                

  HOLDERS OF CABLE CAR COMMON STOCK SHOULD NOT SEND ANY STOCK CERTIFICATES
WITH THEIR PROXY CARDS. IF THE MERGER AGREEMENT AND THE MERGER ARE APPROVED,    
HOLDERS OF CABLE CAR COMMON STOCK WILL BE SENT A LETTER OF TRANSMITTAL WITH     
INSTRUCTIONS FOR SURRENDERING THEIR CERTIFICATES REPRESENTING SHARES OF CABLE   
CAR COMMON STOCK.                                                               

SOLICITATION OF PROXIES                                                         

   Cable Car will bear the expense of the proxy solicitation. In addition to
solicitation of proxies by mail, the directors, officers and employees of Cable 
Car may solicit proxies from stockholders personally or by telephone, telegraph 
or facsimile transmission. Such directors, officers and employees will not be   
compensated for such solicitation but may be reimbursed for reasonable          
out-of-pocket expenses. Arrangements will also be made with banks, brokerage    
houses and other custodians, nominees and fiduciaries for forwarding proxy      
solicitation materials to beneficial owners of shares held of record by such    
persons, and Cable Car will reimburse such custodians, nominees and fiduciaries 
for their reasonable out-of-pocket expenses in connection therewith.            
Cable Car has engaged Georgeson & Company Inc. to assist in the solicitation of 
proxies at an anticipated cost of approximately $6,500 plus expenses.           

THE PROPOSED MERGER AND RELATED MATTERS 

GENERAL                                                                         

   The discussion in this Proxy Statement/Prospectus of the Merger Agreement
and the Merger and the description of the principal terms of the Merger         
Agreement and the Merger are subject to and qualified in their entirety by      
reference to the Merger Agreement, a copy of which is attached to this Proxy    
Statement/Prospectus as Appendix B-1 and is incorporated herein by reference.   

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BACKGROUND OF THE MERGER                                                        

The terms and conditions of the Merger were agreed upon as a result of
arms'-length negotiations between the senior management and Boards of Directors 
of Triarc and Cable Car. The following is a summary of the primary contacts,    
meetings and negotiations which occurred in connection with this transaction:   

    On March 31, 1997, a representative of Triarc contacted Samuel M. Simpson,
President and Chief Executive Officer of Cable Car, and indicated to Mr. Simpson
that Nelson Peltz, Chairman and Chief Executive Officer of Triarc, wished to    
schedule a meeting. This approach was made a few days following Triarc's March  
27, 1997 announcement that it was acquiring the Snapple beverage business from  
Quaker. A meeting was scheduled for April 7, 1997 at Triarc's offices in New    
York City.                                                                      

 In attendance at the April 7 meeting were Mr. Simpson, Mr. Peltz, Peter
May, President of Triarc, and Eric Kogan, a Senior Vice President of Triarc. At 
that meeting, Messrs. Peltz and May outlined Triarc's plans to develop a premium
beverage business consisting of Snapple, Mistic and other compatible brands. Mr.
Peltz said he thought that the Stewart's brand was an excellent strategic fit   
with Triarc's premium beverage group and that Triarc would be interested in     
acquiring Cable Car. Mr. Simpson acknowledged that Stewart's would be a         
complementary brand for Triarc in light of the fact that a large percentage of  
Stewart's distribution is with Snapple and Mistic distributors. The parties also
discussed the fact that if the Snapple acquisition were consummated, Triarc     
would soon be the Stewart's distributor in New York City through Mr. Natural,   
Inc., the Snapple owned distribution company that Triarc would be acquiring in  
connection with the transaction.                                                

   Mr. Simpson relayed Triarc's interest in acquiring Cable Car to the Cable
Car Board and the Board authorized Mr. Simpson to explore the possibility of a  
transaction with Triarc. Mr. Simpson met with Messrs. Peltz, May and Kogan again
on April 9, 1997 at Triarc's offices. During that meeting, Mr. Simpson informed 
Triarc that Cable Car was interested in discussing a potential business         
combination. At this meeting, the parties also exchanged certain publicly       
available documents and information and it was agreed that a confidentiality    
agreement would be prepared and signed to facilitate the future exchange of     
non-public information. Mr. Kogan then spent time with Mr. Simpson discussing   
and reviewing the operations of each of Triarc's business units.                

   For the next several days, Cable Car's management reviewed information on
Triarc and continued to assess the merits of merging with Triarc. Also during   
that time, several discussions were held among the members of the Cable Car     
Board about a potential transaction with Triarc. During these discussions it was
determined that a Cable Car/Triarc merger was potentially attractive, based upon
both brand and distribution synergies. The Cable Car Board discussed the fact   
that Triarc does not currently own a beverage brand directly competitive with   
the Stewart's brand and that a large percentage of Stewart's distributors are   
either Snapple or Mistic distributors, or both. The Cable Car Board felt that by
combining with Triarc, Cable Car would also be able to increase Stewart's sales 
in New York City, a very populous and important market, through Mr. Natural,    
Inc., which would soon be acquired by Triarc in the Snapple acquisition. The    
Cable Car Board further concluded that a Cable Car/Triarc merger should result  
in increased distribution of Cable Car products with third party distributors   
carrying Snapple or Mistic, based upon Triarc's access to and relationships with
these independent distributors. Cable Car's directors also discussed the fact   
that Triarc could acquire or develop another brand to compete directly against  
the Stewart's brand should Cable Car elect to remain an independent company.    
Based on the foregoing, the Cable Car Board authorized Mr. Simpson to pursue a  
transaction with Triarc and to engage the services of a financial advisor.      

On April 17, 1997 Mr. Simpson contacted Montgomery Securities in San  
Francisco, California regarding this transaction. Montgomery Securities was     
asked to provide a limited financial review of Cable Car, Triarc and the        
proposed transaction for the Cable Car Board, and was not retained or authorized
to consider alternatives for Cable Car to the proposed merger with Triarc or to 
solicit proposals or indications of interest from financial or other strategic  
buyers. On April 22, 1997 Mr. Simpson and Myron Stadler, Cable Car's chief      
accounting officer, met with representatives from Montgomery Securities at Cable
Car's corporate headquarters in Denver, Colorado. Preliminary discussions were  
held at this meeting regarding the reasons for and against a sale of Cable Car  
to a strategic buyer such as Triarc. In the course of this discussion, Cable    
Car's historical financial results and                                          

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projected financial results were reviewed with Montgomery Securities. Cable     
Car's general business plans and the potential synergies which could result from
a business combination with Triarc were also discussed at this meeting.         

    Over the next three weeks, Mr. Simpson had numerous conversations with Mr.
Kogan at Triarc regarding Cable Car's and Triarc's respective businesses. During
that time Cable Car and Triarc continued to review information and documents    
relating to the other's company.                                                

  On May 7, 1997, Mr. Simpson met with Messrs. Peltz, May and Kogan in New
York. During this meeting, Triarc proposed the general terms of a merger        
transaction between Cable Car and Triarc. Mr. Simpson, Mr. Kogan and Brian      
Schorr, Triarc's Executive Vice President and General Counsel, also met on May  
8, 1997 to discuss Triarc's proposal.                                           

  On May 12, 1997 the Cable Car Board held a special meeting to review the
proposed transaction. Mr. Simpson summarized the terms of Triarc's merger       
proposal to the other members of the Board. The Cable Car Board also            
participated in a conference call with Montgomery Securities to discuss the     
proposed transaction. Following these discussions, the Cable Car Board          
authorized Mr. Simpson to proceed with negotiations with Triarc.                

  From May 13 until June 17, 1997, senior management and counsel for Cable
Car and Triarc had several discussions and telephone conferences to negotiate   
terms and conditions of a merger agreement and a stockholders agreement between 
Triarc and the Subject Stockholders and to exchange due diligence related       
information and documents. In light of the time and expense that Triarc would be
required to incur in connection with pursuing the proposed transaction with     
Cable Car, Triarc insisted on obtaining an agreement with the Subject           
Stockholders that provides that their shares of Cable Car Common Stock would be 
voted in favor of the proposed merger and that grants to Triarc the option to   
purchase such shares under certain circumstances. See 'The Proposed Merger and  
Related Matters -- Additional Interests of Cable Car Management -- Stockholders 
Agreement.' On June 3, the Cable Car Board held a special meeting to review the 
status of the proposed merger agreement. At that time, the Board authorized Mr. 
Simpson to schedule a meeting between the Cable Car Board, Montgomery Securities
and senior management of Triarc for purposes of concluding due diligence and    
finalizing a merger agreement.                                                  

On June 18, 1997, the Cable Car Board, along with representatives from
Montgomery Securities, met with several members of Triarc's senior management   
team. In those meetings, Triarc's management provided additional detailed       
information about Triarc and responded to questions from Cable Car Board members
and Montgomery Securities regarding Triarc's business operations, business plans
and financial projections. During the June 18 meetings, the parties also        
discussed the remaining open issues on the Merger Agreement.                    

     On June 19, 1997, the Cable Car Board held a special meeting. At this board
meeting, Montgomery Securities presented its financial analysis of the proposed 
merger with Triarc and its oral opinion to the Cable Car Board regarding the    
fairness of the consideration to be received by Cable Car stockholders, from a  
financial point of view. The Cable Car Board then reviewed the current draft of 
the Merger Agreement and discussed certain issues which remained unresolved.    
Following this review, and after considering the factors described in 'Cable    
Car's Reasons for the Merger; Recommendation of Cable Car's Board of Directors' 
below, the Cable Car Board unanimously (i) determined that the terms of the     
Merger were fair to, and in the best interests of, the holders of Cable Car     
Common Stock, (ii) approved the terms of the Merger Agreement (subject to       
satisfactory resolution of certain open issues) and authorized Cable Car's      
officers to execute the Merger Agreement and to undertake all acts necessary or 
desirable to complete the Merger, (iii) recommended approval of the Merger      
Agreement by holders of Cable Car Common Stock and (iv) approved and ratified   
for the purposes of Section 203 of the DGCL the Merger Agreement, the Merger and
the other transactions contemplated thereby, including the execution, delivery  
and performance of the Stockholders Agreement, and determined that neither      
Triarc nor any of its affiliates would be subject to the restrictions of Section
203 as an 'interested stockholder' of Cable Car for purposes of Section 203 as  
result of such agreements or transactions.                                      

     On June 20 and again on June 23, Samuel Simpson and William Rutter, a Cable
Car director, met with Brian Schorr regarding the Merger Agreement. Conference  
calls were also held with Cable Car's                                           

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legal counsel and Triarc's outside legal advisors to finalize the terms of the  
Merger Agreement. On June 24, 1997, Montgomery Securities provided the Cable Car
Board with its written opinion confirming its June 19, 1997 oral opinion as     
delivered previously to the Cable Car Board.                                    

On June 24, the Merger Agreement and the Stockholders Agreement were  
executed. On June 24, 1997, pursuant to a written consent in lieu of meeting,   
the Cable Car Board unanimously approved the final Merger Agreement and ratified
and approved all actions taken previously by Cable Car's officers and directors 
in connection with the Merger.                                                  

CABLE CAR'S REASONS FOR THE MERGER; RECOMMENDATION OF CABLE CAR'S BOARD OF      
DIRECTORS                                                                       

 Cable Car has determined that the terms of the Merger Agreement and the
transactions contemplated thereby (the 'Transactions') are fair to, and in the  
best interests of, Cable Car and its stockholders. Accordingly, the Cable Car   
Board has unanimously approved the Merger Agreement and recommends unanimously  
that the stockholders of Cable Car vote FOR approval of the Merger Agreement and
the Merger. In reaching its determination, the Cable Car Board consulted with   
Cable Car's management, as well as its legal counsel and financial advisor, and 
considered the following material factors:                                      

          1. the opportunity that the Merger affords Cable Car's stockholders to
  reduce their exposure to the risks inherent in Cable Car's reliance on a
   limited number of products, primarily premium soft drinks and waters, and
the difficulties in competing against larger companies with more      
 diversified product lines and greater financial resources, and the fact
  that the consideration per share of Cable Car Common Stock appropriately
recognizes the significant value of Cable Car's business;             

        2. the opportunity for Cable Car to gain greater market strength and
    market recognition for its products by combining with a large company; and
the opportunity for Cable Car as a result of the Merger to offer its  
products as part of a broader range of premium beverages, including   
Snapple;                                                              

        3. the ability the Merger affords Cable Car to utilize the resources
  of the combined companies to develop additional products and new flavors
   and formulations for existing products and to develop those products more
rapidly;                                                              

         4. potential revenue synergies, including the ability to market Cable
 Car's products through Triarc's distribution channels and to sell Cable
Car's products together with Triarc's products;                       

         5. potential cost synergies, through consolidation and integration of
  certain manufacturing, distribution, sales and administrative operations
and functions;                                                        

      6. the role that Cable Car's management, which the Cable Car Board
   believes is experienced and proven in the beverage industry, will play in
the management of Triarc's Beverage Group;                            

  7. the Merger would reduce the possibility of Cable Car losing
   distributors and/or market share due to Triarc's potential development or
acquisition of a brand directly competitive with the Stewart's brand; 

      8. information concerning the financial performance and condition,
business operations and prospects of each of Triarc and Cable Car;    

       9. the fact that the Merger would allow holders of Cable Car Common
     Stock (a Nasdaq SmallCap company) to obtain an equity interest in Triarc (a
  New York Stock Exchange listed company) and to achieve greater liquidity
than could be achieved by continuing to hold Cable Car Common Stock;  

      10. the Conversion Price and the 1997 trading prices for Cable Car
  Common Stock and Triarc Common Stock and the fact that the consideration
   per share of Cable Car Common Stock that may be received under the Merger
   Agreement represents a premium over trading prices, during the last year,
 of Cable Car Common Stock and recognizes the significant value of Cable
Car's business;                                                       

          11. the opportunity to permit the stockholders of Cable Car to benefit
from Triarc's anticipated turnaround of the Snapple business;         

 12. the expectation that the Merger will be nontaxable to the
stockholders of Cable Car for federal income tax purposes;            

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          13. the opinion of Montgomery Securities dated June 24, 1997 (see 'The
Proposed Merger and Related Matters -- Opinion of Financial Advisor to
Cable Car'); and                                                      

        14. the opportunity for stockholders of Cable Car to vote on whether
to approve the Merger Agreement and the Merger.                       

   In view of the wide variety of factors considered by the Cable Car Board,
it did not find it practicable to quantify, or otherwise attempt to assign      
relative priorities or weights to the factors listed above. Consequently, the   
Cable Car Board did not quantify the assumptions and results of its analysis in 
reaching its determination that the terms of the Merger Agreement and the       
Transactions are fair to, and in the best interests of, Cable Car and its       
stockholders. THE CABLE CAR BOARD UNANIMOUSLY RECOMMENDS THAT CABLE CAR         
STOCKHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT AND THE MERGER.          

TRIARC'S REASONS FOR THE MERGER                                                 

The Triarc Board has determined that the Merger Agreement and the     
Transactions are fair to, and in the best interests of, Triarc. Accordingly, the
Triarc Board has unanimously approved the Merger Agreement and the Merger. In   
reaching its determination, the Triarc Board consulted with Triarc's management,
as well as its legal counsel, and considered the following material factors:    

         1. the opportunity to add the premium brands distributed and marketed
by Cable Car, particularly the Stewart's brand, to the Triarc Beverage
Group's premium beverage offerings, as well as optimizing use of the  
Stewart's trademark;                                                  

    2. the potential to increase Cable Car's sales and profitability
    through improved distribution and potential cost savings through increased
purchasing efficiencies;                                              

        3. that Cable Car's management, which Triarc believes is experienced
 and proven in the beverage industry, will enhance the management of the
Triarc Beverage Group;                                                

      4. information concerning the financial performance and condition,
business operations and prospects of Cable Car;                       

5. the opportunity to acquire Cable Car in a stock for stock
transaction, thereby enabling Triarc to use its cash on hand to pursue
additional acquisitions in the future; and                            

        6. the opportunity to have a physical presence in the Western United
States which will expand Triarc's exposure and access to new beverage 
products and brands.                                                  

  In connection with Triarc's review of Cable Car and in the course of the
negotiations described in ' -- Background of the Merger' above, Cable Car and   
its representatives provided Triarc with certain financial projections, which   
Triarc believes are not publicly available, which projections forecast, for the 
year ended December 31, 1997, Cable Car's net sales, gross profit and net income
to be approximately $26.0 million, $7.2 million and $1.9 million, respectively. 

EFFECTIVE TIME                                                                  

   If the Merger Agreement and the Merger are approved by the requisite vote
of Cable Car's stockholders and all other conditions to the Merger are satisfied
or waived (other than those conditions that can be satisfied on the closing     
date), the Merger will be consummated and effected at such time as the          
Certificate of Merger, in accordance with the relevant provisions of the DGCL,  
shall have been accepted for filing by the Secretary of State of the State of   
Delaware (or at such later time as agreed to by the parties to the Merger       
Agreement and specified in the Certificate of Merger). The Merger Agreement     
provides that Triarc and Cable Car will cause the Effective Time to occur as    
promptly as practicable following the satisfaction or waiver of all of the      
conditions (other than those conditions that can be satisfied on the closing    
date) set forth in the Merger Agreement. The Merger Agreement also provides that
the officers and directors of Mergerco immediately prior to the Effective Time  
will be the initial officers and directors of the Surviving Corporation, in each
case until their respective successors are duly elected or appointed and        
qualified in the manner provided in the Certificate of Incorporation and Bylaws 
of the Surviving Corporation, or as otherwise provided by law. Pursuant to the  
Simpson Employment Agreement, Samuel M. Simpson will become the President and   
Chief Executive Officer of                                                      

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the Surviving Corporation. See 'Management of Surviving Corporation -- Simpson  
Employment Agreement.' Subject to the terms of the Merger Agreement, at the     
Effective Time, (a) the Certificate of Incorporation of the Surviving           
Corporation will be the Restated Certificate of Incorporation as set forth in   
Exhibit A to the Merger Agreement and (b) the Bylaws of Mergerco, as in effect  
immediately prior to the Effective Time, will be the Bylaws of the Surviving    
Corporation until thereafter amended as provided by law, the Certificate of     
Incorporation of the Surviving Corporation and such Bylaws. The Merger Agreement
may be terminated prior to the Effective Time by either Triarc or Cable Car in  
certain circumstances, whether before or after approval of the Merger Agreement 
by the Cable Car stockholders. See 'The Merger Agreement -- Termination.'       

CONVERSION OF SHARES OF CABLE CAR COMMON STOCK                                  

   If the Merger Agreement and the Merger are approved by the requisite vote
of Cable Car's stockholders and all other conditions to the Merger are satisfied
or waived, then Mergerco will be merged into Cable Car, which will be the       
Surviving Corporation and which will thereupon become a wholly owned subsidiary 
of Triarc. In the Merger, each share of Cable Car Common Stock outstanding      
immediately prior to the Effective Time (other than treasury shares and shares  
held by Triarc and its subsidiaries and subsidiaries of Cable Car, all of which 
will be canceled, and shares with respect to which the holder has properly      
exercised its appraisal rights under Delaware law) will be converted into the   
right to receive 0.1722 shares of Triarc Common Stock, subject to the adjustment
described below, and any cash to be paid in lieu of fractional shares of Triarc 
Common Stock. The Conversion Price is subject to adjustment as follows: (i) if  
the Average Triarc Share Price is less than $18.875, then the Conversion Price  
shall be adjusted to equal the quotient of $3.25 divided by such Average Triarc 
Share Price, and (ii) if the Average Triarc Share Price is greater than $24.50, 
then the Conversion Price shall be adjusted to equal the quotient of $4.22      
divided by such Average Triarc Share Price (the Conversion Price, as so         
adjusted, is referred to herein as the 'Adjusted Conversion Price').            

OPINION OF FINANCIAL ADVISOR TO CABLE CAR                                       

 In connection with its consideration of the Merger, the Cable Car Board
engaged Montgomery Securities to conduct a financial review of the Merger       
Agreement and of the businesses of Cable Car and Triarc. Montgomery Securities  
is an internationally recognized investment banking firm that regularly engages 
in the valuation of businesses and their securities in connection with mergers  
and acquisition transactions. The Cable Car Board selected Montgomery Securities
to conduct this review for use by the directors in connection with their        
consideration of the Merger because Montgomery Securities is highly respected   
and is experienced in financial matters as they relate to the Merger. Cable Car 
had not previously retained Montgomery Securities to provide any valuation,     
financial advisory or other services to Cable Car or its directors other than as
set forth above in connection with the Merger.                                  

    The engagement of Montgomery Securities was limited to its analysis of the
financial fairness of the aggregate consideration to be received by the holders 
of Cable Car Common Stock in the Merger. Such engagement did not extend to any  
other aspect of the Merger, including (without limitation) the relative merits  
of the Merger, any alternatives to the Merger or Cable Car's underlying decision
to proceed with or effect the Merger. THE OPINION OF MONTGOMERY SECURITIES WAS  
DIRECTED SOLELY TO THE CABLE CAR BOARD FOR ITS CONSIDERATION IN CONNECTION WITH 
THE MERGER, AND IS NOT A RECOMMENDATION TO ANY HOLDER OF CABLE CAR COMMON STOCK 
AS TO WHETHER THE MERGER IS IN SUCH HOLDER'S BEST INTERESTS OR AS TO WHETHER    
HOLDERS OF CABLE CAR COMMON STOCK SHOULD VOTE FOR OR AGAINST THE MERGER. THE    
FULL TEXT OF SUCH WRITTEN OPINION OF MONTGOMERY SECURITIES DATED JUNE 24, 1997  
IS ATTACHED HERETO AS APPENDIX C, AND SETS FORTH CERTAIN IMPORTANT              
QUALIFICATIONS, ASSUMPTIONS MADE, MATTERS CONSIDERED, AREAS OF RELIANCE ON      
OTHERS AND LIMITATIONS ON THE REVIEW UNDERTAKEN IN CONNECTION WITH SUCH OPINION.
The summary description of such opinion set forth below is qualified in its     
entirety by the full text of the opinion attached hereto as Appendix C.         

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    In connection with its opinion, Montgomery Securities (i) reviewed certain
publicly available financial and other data with respect to Cable Car and       
Triarc, including the consolidated financial statements for recent years and    
interim periods to March 31, 1997, and certain other relevant financial and     
operating data relating to Cable Car and Triarc made available to it from       
published sources and from the internal records of Cable Car and Triarc; (ii)   
reviewed the financial terms and conditions of the Merger Agreement; (iii)      
reviewed certain publicly available information concerning the trading of, and  
the trading market for, Cable Car Common Stock and Triarc Common Stock; (iv)    
compared Cable Car and Triarc from a financial point of view with certain other 
companies in the beverage industry which Montgomery Securities deemed to be     
relevant; (v) considered the financial terms, to the extent publicly available, 
of selected recent business combinations of companies in the beverage industry  
which Montgomery Securities deemed to be comparable, in whole or in part, to the
Merger; (vi) reviewed and discussed with representatives of the management of   
Cable Car and Triarc certain information of a business and financial nature     
regarding Cable Car and Triarc furnished by Cable Car and Triarc to Montgomery  
Securities, including financial forecasts and related assumptions of Cable Car  
and Triarc; (vii) made inquiries regarding and discussed the Merger and the     
Merger Agreement and other matters related thereto with Cable Car's counsel; and
(viii) performed such other analyses and examinations as Montgomery Securities  
deemed appropriate.                                                             

    Based upon its review of the foregoing, but subject to the limitations set
forth below and in reliance upon the assumptions set forth below, Montgomery    
Securities provided the Board of Directors with its opinion as investment       
bankers that as of the date of their opinions (June 24, 1997 and June 19, 1997),
the aggregate consideration to be received by the holders of Cable Car Common   
Stock pursuant to the Merger was fair to such holders of Cable Car Common Stock 
from a financial point of view.                                                 

 In connection with its review, Montgomery Securities did not assume any
obligation to verify the above described information reviewed by it, and relied 
on its being accurate and complete in all material respects. With respect to the
financial forecasts for Cable Car and Triarc provided to Montgomery Securities  
by Cable Car's and Triarc's respective managements, Montgomery Securities       
assumed that the forecasts (including the assumptions made by Triarc's          
management regarding the recent acquisition of Snapple by Triarc) had been      
reasonably prepared on bases reflecting the best available estimates and        
judgements of the respective managements as to the future financial performance 
of Cable Car and Triarc, and that such projections provided a reasonable basis  
upon which Montgomery Securities could form its opinion. Montgomery Securities  
also assumed that there had been no material changes in Cable Car's or Triarc's 
assets, financial condition, results of operations, business or prospects since 
the respective dates of their last financial statements made available to       
Montgomery Securities. Montgomery Securities relied on advice of the counsel and
the independent accountants to Cable Car as to all legal and financial reporting
matters with respect to Cable Car, the Merger and the Merger Agreement.         
Montgomery Securities assumed that the Merger will be consummated in a manner   
that complies in all respects with the applicable provisions of the Securities  
Act, the Exchange Act and all other applicable federal and state statutes, rules
and regulations. In addition, Montgomery Securities did not assume              
responsibility for making an independent evaluation, appraisal or physical      
inspection of any of the assets or liabilities (contingent or otherwise) of     
Cable Car or Triarc, nor was Montgomery Securities furnished with any such      
appraisals. Finally, Montgomery Securities' opinion was based on economic,      
monetary, market and other conditions as in effect on, and the information made 
available to Montgomery Securities as of, the date of the opinion (June 24,     
1997). Accordingly, although subsequent developments may affect this opinion,   
Montgomery Securities did not assume and does not have any obligation to update,
revise or reaffirm this opinion.                                                

   Montgomery Securities further assumed that the Merger will be consummated
in accordance with the terms described in the Merger Agreement, without any     
further amendments thereto, and without waiver by Cable Car of any of the       
conditions to its obligations thereunder. The full text of the Merger Agreement 
is attached hereto as Appendix B-1 and the terms described in the Merger        
Agreement and the conditions to Cable Car's obligations thereunder should be    
reviewed and understood by holders of Cable Car Common Stock in connection with 
their consideration of the Merger.                                              

  Finally, Montgomery Securities did not and could not express any opinion
regarding the price at which the Triarc Common Stock may trade at any future    
time. Since the aggregate consideration to be                                   

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received by the holders of Cable Car Common Stock pursuant to the Merger is     
based upon a fixed exchange ratio (subject to a collar), the market value of the
aggregate consideration that holders of Cable Car Common Stock will receive in  
the Merger may vary significantly from what such holders would have received    
when the opinion of Montgomery Securities was presented to the Cable Car Board. 
Additionally, the market value of the aggregate consideration received by       
holders of Cable Car Common Stock in the Merger can be expected to change after 
the consummation of the Merger as the trading price of Triarc Common Stock      
changes in the ordinary course (or otherwise) of purchases and sales in the open
market.                                                                         

  Set forth below is a brief summary of the report presented by Montgomery
Securities to the Cable Car Board on June 19, 1997 in connection with its       
opinion described above.                                                        

    Comparable Company Analysis. Using public and other available information,
Montgomery Securities calculated the imputed per share value of the Cable Car   
Common Stock based on the multiples of last twelve months' earnings before      
interest, taxes, depreciation and amortization ('LTM EBITDA') at which six      
publicly traded beverage companies (the 'Beverage Companies') were trading on   
June 17, 1997. The Beverage Companies were Boston Beer Company, Inc., Hansen    
Natural Corp., National Beverage Corp., Odwalla, Inc., Redhook Ale Brewery and  
Seven UP RC Bottling Co. The June 17, 1997 stock prices of the Beverage         
Companies reflected a mean LTM EBITDA multiple of 9.8x and a median LTM EBITDA  
multiple of 9.7x. Montgomery Securities applied the mean and median multiples of
LTM EBITDA for the Beverage Companies to the LTM EBITDA of Cable Car and to the 
earnings before interest, taxes, depreciation and amortization ('EBITDA')       
projected by Cable Car's management for its 1997 fiscal year (the '1997         
EBITDA'). Montgomery Securities also made applicable adjustments to reflect that
Cable Car did not have any long term debt and had a positive cash position      
(defined as cash minus debt) as of March 31, 1997 of $1.3 million. This analysis
indicated an imputed equity value (defined as aggregate value plus the positive 
cash position) of Cable Car of between $27.9 million and $33.2 million, or      
between $3.11 and $3.71 per share.                                              

Comparable Transaction Analysis. Montgomery Securities reviewed the   
consideration paid in merger and acquisition transactions in the beverage       
industry that have been announced since 1990. Montgomery Securities analyzed the
consideration paid in such transactions as a multiple of the target companies'  
LTM EBITDA. Such analysis yielded mean and median multiples of 10.9x and 11.5x  
LTM EBITDA, respectively. Montgomery Securities then applied the foregoing      
multiples to Cable Car's LTM EBITDA and 1997 EBITDA, and added Cable Car's      
positive cash position as of March 31, 1997 ($1.3 million). This analysis       
indicated an imputed equity value of Cable Car of between $31.1 million and     
$38.9 million, or between $3.47 and $4.35 per share.                            

  Premiums Paid Analysis. Montgomery Securities reviewed the consideration
paid in comparable U.S. acquisitions involving cash consideration of between $25
million and $60 million that have been announced since January 1, 1994.         
Montgomery Securities calculated the premiums paid in these transactions over   
the applicable stock prices of the target companies one week prior to the       
announcement of the acquisition offer, and then calculated the mean and median  
of those premiums (which were 40.6% and 36.8%, respectively). Montgomery        
Securities then applied the mean and median premiums so derived to Cable Car's  
closing stock prices on April 25, 1997 ($2.38) and June 17, 1997 ($3.69), and   
added the positive cash position as of March 31, 1997 ($1.3 million). The share 
price of Cable Car as of April 25, 1997, was selected for this analysis because 
on that date an article appeared in Beverage Digest which discussed a potential 
merger involving Cable Car and Triarc. This analysis indicated an imputed equity
value of Cable Car of between $30.4 million and $31.2 million, or between $3.40 
and $3.49 per share, based on the price of Cable Car Common Stock prior to the  
Beverage Digest article, and between $46.4 million and $47.7 million, or between
$5.18 and $5.33 per share, based on the price of Cable Car Common Stock on June 
17, 1997.                                                                       

  No other company or transaction used in the comparable company analysis,
the comparable transactions analysis or the premiums paid analysis as a         
comparison is identical to Cable Car or the Merger. Accordingly, an analysis of 
the results of the foregoing is not mathematical; rather, it involves complex   
considerations and judgments concerning differences in financial and operating  
characteristics of the companies and other factors that could affect the public 
trading value of the companies to which Cable Car and the Merger are being      
compared.                                                                       

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   Discounted Cash Flow Analysis. Montgomery Securities applied a discounted
cash flow analysis to Cable Car's financial forecasts for 1997 (prepared by     
Cable Car's management and provided to Montgomery Securities) and for 1998      
through 2002 (prepared by Montgomery Securities using 10% growth in revenues and
constant margins as assumptions). Cable Car did not provide Montgomery          
Securities with any financial forecasts for periods beyond 1997.                

In conducting its discounted cash flow analysis, Montgomery Securities
first calculated the estimated future streams of free cash flows that Cable Car 
would produce through 2002 (using Cable Car's management's 1997 financial       
forecasts for 1997, and applying the mathematical assumptions with respect to   
revenues and margins set forth above for 1998 through 2002). Second, Montgomery 
Securities estimated Cable Car's aggregate value at the end of 2002 by applying 
a range from multiples of 8.0x to 10.0x to Cable Car's estimated EBITDA         
(calculated as set forth from the mathematical assumptions set forth above) in  
2002. Such cash flow streams and aggregate values were discounted to present    
values using discount rates ranging from 9.0% to 14.0%, chosen to reflect       
different assumptions regarding Cable Car's cost of capital. The amount of Cable
Car's positive cash position was then added to such present values. This        
analysis indicated an imputed equity value of Cable Car of between $31.2 million
and $44.9 million, or between $3.48 and $5.02 per share.                        

   Pro Forma Merger Analysis. Holders of Cable Car Common Stock will receive
Triarc Common Stock in the Merger. Montgomery Securities reviewed and analyzed  
the pro forma financial impact of the Merger on the projected earnings per share
for Triarc Common Stock forecast by Triarc's management for Triarc's 1997 fiscal
year. Assuming the accuracy of the financial forecasts provided to Montgomery   
Securities by the management of Cable Car and Triarc, and without giving effect 
to any operating synergies that might be realized following the Merger, this    
analysis indicated that the Merger should be non-dilutive to Triarc's           
anticipated 1997 earnings per share.                                            

  While the foregoing summary describes all analyses and examinations that
Montgomery Securities deemed material to the preparation of its opinion to the  
Cable Car Board, it does not purport to be a comprehensive description of all   
analyses and examinations actually conducted by Montgomery Securities. The      
preparation of a fairness opinion necessarily is not susceptible to partial     
analysis or summary description; and selecting portions of the analyses and of  
the factors considered by Montgomery Securities, without considering all        
analyses and factors, would create an incomplete view of the process underlying 
the analyses set forth in the presentation of Montgomery Securities to the Cable
Car Board on June 19, 1997. In addition, Montgomery Securities may have given   
some analyses more or less weight than other analyses, and may have deemed      
various assumptions more or less probable than other assumptions. Accordingly,  
the ranges of valuations resulting from any particular analysis described above 
should not be taken to be Montgomery Securities' view of the actual value of    
Cable Car or Cable Car Common Stock. To the contrary, Montgomery Securities     
expressed no opinion on the actual value of Cable Car or Cable Car Common Stock,
and its opinion that is addressed and limited to the Cable Car Board extends    
only to the belief expressed by Montgomery Securities that the immediate value  
to holders of Cable Car Common Stock, from a financial point of view under the  
Merger, is within the range of values that might fairly be ascribed to the Cable
Car Common Stock as of the date of the opinions of Montgomery Securities (June  
24, 1997 and June 19, 1997).                                                    

In performing its analyses, the Montgomery Securities made numerous   
assumptions with respect to industry performance, general business and economic 
conditions and other matters, many of which are beyond the control of Cable Car 
and Triarc. The analyses performed by Montgomery Securities are not necessarily 
indicative of actual values or actual future results, which may be significantly
more or less favorable than those suggested by such analyses. Such analyses were
prepared solely as part of Montgomery Securities' analysis for the Cable Car    
Board of the fairness of the Merger to Cable Car from a financial point of view,
and were provided solely to the Cable Car Board in connection with the Cable Car
Board's consideration of the Merger. The analyses do not purport to be          
appraisals or to reflect the prices at which a company might actually be sold or
the prices at which any securities may trade at any time in the future.         
Montgomery Securities used in its analyses various projections of future        
performance prepared by the managements of Cable Car and Triarc. The projections
are based on numerous variables and assumptions which are inherently            
unpredictable and must be considered not                                        

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certain of occurrence as projected. Accordingly, actual results could vary      
significantly from those set forth in such projections.                         

As described above, the opinion of Montgomery Securities and the      
presentation to the Cable Car Board summarized above were among the many factors
taken into consideration by the Cable Car Board in making its determination to  
approve, and to recommend that its stockholders approve the Merger. Montgomery  
Securities, however, does not make any recommendation to holders of Cable Car   
Common Stock (or to any other person or entity) as to whether such stockholders 
should vote for or against the Merger.                                          

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

The following summary describes the material federal income tax       
consequences of the Merger to Cable Car and holders of Cable Car Common Stock   
who are citizens or residents of the United States. It does not discuss all the 
tax consequences that may be relevant to Cable Car stockholders in special tax  
situations (such as insurance companies, financial institutions, dealers in     
securities, tax-exempt organizations or non-U.S. persons) or to Cable Car's     
stockholders who acquired their shares of Cable Car Common Stock pursuant to the
exercise of employee stock options or warrants, or otherwise as compensation.   
The summary also does not discuss tax consequences to holders of outstanding    
Cable Car stock options.                                                        

     Neither Triarc nor Cable Car has obtained a ruling from the IRS with regard
to any of the federal income tax consequences of the Merger. The opinion of     
counsel to Cable Car as to the federal income tax consequences of the Merger set
forth in the next paragraph will not be binding on the IRS or the courts.       

    Sherman & Howard L.L.C., of Denver, Colorado, special tax counsel to Cable
Car, is of the opinion that, under present federal income tax law, and based on 
(i) certain representations regarding factual matters and certain covenants as  
to future actions made by Triarc, Cable Car and major holders of Cable Car      
Common Stock, and (ii) the assumption that the Merger and related transactions  
will take place as described in the Merger Agreement, the Merger will constitute
a reorganization for federal income tax purposes within the meaning of Section  
368(a) of the Code. Cable Car stockholders should be aware that if these        
representations are incorrect, if these covenants are not complied with, or if  
the transactions do not occur as described in the Merger Agreement, the         
conclusions reached by counsel in its opinion might be jeopardized. Under the   
Merger Agreement, it is a condition precedent to Cable Car's obligation to      
consummate the Merger that Sherman & Howard L.L.C. deliver to Cable Car an      
opinion to the effect of the foregoing.                                         

    Provided that the Merger qualifies as a reorganization, (i) Cable Car will
not recognize any taxable gain or loss as a result of the Merger, (ii) no gain  
or loss will be recognized by Cable Car's stockholders upon the conversion of   
their shares of Cable Car Common Stock into shares of Triarc Common Stock       
pursuant to the terms of the Merger (except to the extent cash is received in   
lieu of fractional shares), (iii) the aggregate tax basis of the shares of      
Triarc Common Stock into which shares of Cable Car Common Stock are converted   
pursuant to the Merger will be the same as the aggregate tax basis of such Cable
Car Common Stock surrendered in the exchange (reduced by the portion of the     
stockholder's tax basis properly allocated to the fractional share interest, if 
any, for which the stockholder receives cash) and (iv) the holding period for   
shares of Triarc Common Stock into which shares of Cable Car Common Stock are   
converted pursuant to the Merger will include the period that such shares of    
Cable Car Common Stock were held by the holder, provided that such shares were  
held as a capital asset by the holder at the Effective Time.                    

   Any Cable Car stockholder who receives cash in lieu of a fractional share
of Triarc Common Stock will be treated for federal income tax purposes as       
receiving cash in redemption of the fractional share interest. The cash payment 
will be treated as a distribution in redemption of Triarc Common Stock under    
Section 302 of the Code, so that such Cable Car stockholder will generally      
recognize gain or loss equal to the difference between the cash received and    
such stockholder's tax basis in the fractional share. Such gain or loss will be 
capital gain or loss if such Cable Car Common Stock is held as a capital asset  
at the Effective Time. If such Cable Car Common Stock was held for more than 12 
months prior                                                                    

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to the Effective Time, such gain or loss recognized upon the receipt of cash in 
lieu of a fractional share will generally be long-term capital gain or loss. The
distinction between capital gain or loss and ordinary income or loss is         
important for purposes of the limitations on a stockholder's ability to offset  
capital losses against ordinary income, and because Cable Car stockholders that 
are individuals may be entitled to a preferential rate on long-term capital     
gains. The Taxpayer Relief Act of 1997 further reduces tax rates on capital     
gains recognized by individuals in respect of assets held for more than 18      
months. Cable Car stockholders are advised to consult with their own tax        
advisors regarding the application of the Taxpayer Relief Act of 1997 to their  
particular circumstances.                                                       

     A successful IRS challenge to the reorganization status of the Merger would
result in Cable Car stockholders recognizing taxable gain or loss with respect  
to each share of Cable Car Common Stock surrendered equal to the difference     
between the stockholder's tax basis in such share and the fair market value, as 
of the Effective Time, of the Triarc Common Stock received in exchange therefor.
In such event, a stockholder's aggregate basis in the Triarc Common Stock so    
received would equal the fair market value of such stock as of the Effective    
Time, and the stockholder's holding period for such stock would begin the day   
after the Effective Time.                                                       

  THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
THE DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE CODE, EXISTING  
AND PROPOSED TREASURY REGULATIONS, AND CURRENT ADMINISTRATIVE RULINGS AND COURT 
DECISIONS. ALL THE FOREGOING IS SUBJECT TO CHANGE, AND ANY SUCH CHANGE COULD    
AFFECT THE CONTINUING VALIDITY OF THIS DISCUSSION. NO INFORMATION IS PROVIDED   
WITH RESPECT TO THE TAX CONSEQUENCES, IF ANY, OF THE MERGER UNDER APPLICABLE    
FOREIGN, STATE AND LOCAL LAWS. CABLE CAR'S STOCKHOLDERS ARE URGED TO CONSULT    
THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE       
MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND      
EFFECT OF FOREIGN, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS AND THE POSSIBLE  
EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.                                 

ACCOUNTING TREATMENT                                                            

   The Merger will be accounted for by Triarc under the 'purchase' method of
accounting in accordance with generally accepted accounting principles.         
Therefore, the aggregate Merger Consideration paid by Triarc will be allocated  
to the Cable Car assets acquired and liabilities assumed based on their fair    
values; and the results of operations of Cable Car will be included in the      
results of operations of Triarc only for periods subsequent to the Effective    
Time.                                                                           

RESALE OF TRIARC COMMON STOCK BY AFFILIATES                                     

The shares of Triarc Common Stock to be issued in the Merger will be  
registered under the Securities Act pursuant to the Registration Statement of   
which this Proxy Statement/Prospectus is a part, thereby allowing such shares of
Triarc Common Stock to be freely transferable under the Securities Act, except  
for shares issued pursuant to the terms of the Merger Agreement to any holder of
Cable Car Common Stock who may be deemed to be an 'affiliate' of Cable Car or   
Triarc for purposes of Rule 145 under the Securities Act. Such affiliates may   
not sell their shares of Triarc Common Stock acquired in connection with the    
Merger, except pursuant to an effective registration statement under the        
Securities Act covering such shares, or in compliance with Rule 145, Rule 144 or
another applicable exemption from the registration requirements of the          
Securities Act. Persons who may be deemed to be affiliates of an entity         
generally include individuals or entities that control, are controlled by or are
under common control with such entity, and includes the directors, the executive
officers and the principal stockholders of such entity.                         

 Cable Car has agreed in the Merger Agreement to use its best efforts to
cause each director, executive officer and other person who may be deemed an    
affiliate (for the purposes of Rule 145) of Cable Car to execute and deliver a  
written agreement intended to ensure compliance with the Securities Act, the    
form of which is attached to the Merger Agreement as Exhibit B.                 

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     This Proxy Statement/Prospectus cannot be used for resales of Triarc Common
Stock received by any person who may be deemed an affiliate of Cable Car.       

REGULATORY APPROVALS                                                            

     Under the HSR Act and the rules thereunder promulgated by the Federal Trade
Commission (the 'FTC'), the Merger may not be consummated until notifications   
have been given and certain information has been furnished to the FTC and the   
Antitrust Division of the United States Department of Justice (the 'Antitrust   
Division') and specified waiting period requirements have been satisfied. Triarc
and Cable Car filed the required notification and report forms under the HSR Act
with the FTC and the Antitrust Division with a request for early termination of 
the waiting period with respect thereto and on October 15, 1997 were notified   
that the waiting period had been terminated.                                    

   Other than the expiration or termination of the applicable waiting period
under the HSR Act, the Commission declaring effective the Registration Statement
containing this Proxy Statement/Prospectus, approvals in connection with        
compliance with applicable Blue Sky or state securities laws and the filing of  
the Certificate of Merger with the Secretary of State of the State of Delaware, 
neither the management of Triarc nor the management of Cable Car believes that  
any filing with or approval of any governmental authority is necessary in       
connection with the consummation of the Merger. Pursuant to the Merger          
Agreement, Triarc, Mergerco and Cable Car each have agreed to take all          
reasonable actions necessary to comply promptly with all legal requirements     
which may be imposed on it with respect to the Merger Agreement and the         
consummation of the Merger. Each of Triarc, Mergerco and Cable Car have agreed  
to take, and cause their subsidiaries to take, all reasonable actions necessary 
to obtain any consent, authorization, order or approval of, any governmental    
authority or other third party required to be obtained or made by Triarc,       
Mergerco or Cable Car or any of their subsidiaries in connection with the Merger
and the transactions contemplated by the Merger Agreement.                      

SECTION 203 OF THE DGCL                                                         

  Section 203 of the DGCL ('Section 203') prohibits a Delaware corporation
from engaging in a 'business combination' with an 'interested stockholder' for  
three years following the time that such person becomes an interested           
stockholder. With certain exceptions, an interested stockholder is an           
individual, corporation, partnership, unincorporated association or other entity
who or which owns 15% or more of the corporation's outstanding voting stock or  
is an affiliate or an associate of the corporation and was the owner of 15% or  
more of the corporation's outstanding voting stock at any time within the       
previous three years.                                                           

 For purposes of Section 203, the term 'business combination' is defined
broadly to include mergers with or, with certain limitations, caused by the     
interested stockholder; sales or other dispositions to the interested           
stockholder (except proportionately with the corporation's other stockholders)  
of assets of the corporation or a majority-owned subsidiary equal to ten percent
or more of the aggregate market value of the corporation's consolidated assets  
or its outstanding stock; the issuance or transfer by the corporation or a      
majority-owned subsidiary of stock of the corporation or of such subsidiary to  
the interested stockholder, with certain enumerated exceptions; most            
transactions involving the corporation or a majority-owned subsidiary having the
effect of directly or indirectly increasing the interested stockholder's        
proportionate ownership of any class or series of the corporation's or such     
subsidiary's stock; or any receipt by the interested stockholder (except        
proportionately as a stockholder), directly or indirectly, of any loans,        
advances, guarantees, pledges or other financial benefits provided by or through
the corporation or a majority-owned subsidiary.                                 

   The three-year moratorium imposed on business combinations by Section 203
does not apply if (i) prior to the time when such stockholder becomes an        
interested stockholder the board of directors of the corporation approves either
the business combination or the transaction which resulted in the person        
becoming an interested stockholder; (ii) upon consummation of the transaction   
which made him or her an interested stockholder the interested stockholder owns 
at least 85% of the voting stock of the corporation outstanding at the time the 
transaction commenced (excluding from the calculation of outstanding shares     
those shares owned by directors who are also officers of the corporation and    
shares                                                                          

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held by employee stock plans which do not afford employees the right to decide  
confidentially whether to accept a tender or exchange offer); or (iii) on or    
after the time when such person becomes an interested stockholder, the board    
approves the business combination and it is also approved at the stockholder    
meeting by sixty-six and two-thirds percent (66 2/3%) of the outstanding voting 
stock not owned by the interested stockholder.                                  

 Section 203 applies only to Delaware corporations which have a class of
voting stock that is listed on a national securities exchange, authorized for   
quotation on NASDAQ or held of record by more than 2,000 stockholders. However, 
a Delaware corporation may elect not to be governed by Section 203 by a         
provision in its original certificate of incorporation or an amendment thereto  
or to the bylaws, which amendment must be approved by a majority of the shares  
entitled to vote. The Cable Car Charter does not include such a provision.      

 The Cable Car Board believes that Section 203 will not be applicable to
Triarc or its affiliates, as, prior to the time when Triarc or its affiliates   
would become an interested stockholder of Cable Car, the Cable Car Board        
approved the transaction which would result in Triarc or its affiliates becoming
an interested stockholder. On June 19, 1997, the Cable Car Board approved the   
Merger Agreement, the Merger and all other transactions contemplated thereby,   
including the entering into and performance of the Stockholders Agreement,      
which, individually or collectively, constitute the transactions which will make
Triarc or its affiliates an interested stockholder. In addition, on June 19,    
1997, the Cable Car Board determined that neither Triarc nor any of its         
affiliates would be subject to the restrictions of Section 203 as an 'interested
stockholder' of Cable Car as a result of the Merger Agreement, the Merger and   
all other transactions contemplated thereby, including the Stockholders         
Agreement.                                                                      

STOCK EXCHANGE LISTING                                                          

   Triarc will file an application to list the shares of Triarc Common Stock
to be issued in connection with the Merger on the NYSE. Approval of such        
listing, subject to official notice of issuance, is a condition to consummation 
of the Merger.                                                                  

ADDITIONAL INTERESTS OF CABLE CAR MANAGEMENT                                    

  In considering the recommendation of the Cable Car Board with respect to
the Merger Agreement and the Transactions, holders of Cable Car Common Stock    
should be aware that certain members of Cable Car's management and of the Cable 
Car Board have interests in the Merger that are in addition to the interest of  
Cable Car stockholders generally.                                               

SIMPSON EMPLOYMENT AGREEMENT                                                    

     Samuel M. Simpson, the President and Chief Executive Officer and a director
of Cable Car, currently has a three-year employment contract with Cable Car     
providing for an annual salary of $175,000 and annual bonuses based on Cable    
Car's revenues and profits. Mr. Simpson has entered into an agreement with      
Triarc that, upon the Effective Time, he will enter into the Simpson Employment 
Agreement with the Surviving Corporation which will supersede Mr. Simpson's     
existing employment agreement with Cable Car and provide for Mr. Simpson's      
employment as President and Chief Executive Officer of the Surviving Corporation
and the Cable Car Subsidiaries, and a representative for the Triarc Beverage    
Group for the western United States. The Simpson Employment Agreement will have 
a three-year term. Pursuant to its terms, Mr. Simpson will receive an annual    
salary of $284,300 per year (subject to increase but not decrease during the    
initial term of the agreement) and be eligible to receive additional incentive  
cash compensation, Triarc stock options and other benefits as more fully        
described in 'Management of the Surviving Corporation -- Simpson Employment     
Agreement.' Mr. Simpson will also be entitled to a $400,000 bonus upon signing  
the Simpson Employment Agreement which will be refundable on a pro rata basis   
should he leave his employment prior to the first anniversary of the Effective  
Time.                                                                           

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ACCELERATION OF VESTING OF STOCK OPTIONS                                        

   In accordance with the terms of their grant, all unvested Cable Car Stock
Options, including those granted to officers, directors and non-director        
employees of Cable Car, will become immediately exercisable on the Effective    
Date of the Merger. The options for Triarc Common Stock to be issued by Triarc  
in the Merger to replace such Cable Car Stock Options will be immediately       
exercisable. See 'The Merger Agreement -- Cable Car Stock Options.'             

STOCKHOLDERS AGREEMENT                                                          

In light of the time and expense Triarc would incur in pursuing the   
proposed transaction with Cable Car, as a condition to Triarc's execution of the
Merger Agreement and for no separate consideration, Triarc required that Samuel 
M. Simpson, the President and Chief Executive Officer of Cable Car, Susan L.    
Neff, Mr. Simpson's wife, William H. Rutter, a director of Cable Car, and Susan 
L. Fralick, Mr. Rutter's wife (collectively, the 'Subject Stockholders'),       
execute the Stockholders Agreement with Triarc, which provides that the Cable   
Car Common Stock held by the Subject Stockholders will be voted in favor of the 
Merger. As of September 30, 1997, the Subject Stockholders owned an aggregate of
1,766,409 shares of Cable Car Common Stock, or approximately 19.7% of the shares
of Cable Car Common Stock entitled to vote at the Special Meeting, which are    
subject to the terms of the Stockholders Agreement (such amount does not include
12,200 shares of Cable Car Common Stock owned by them but not subject to the    
Stockholders Agreement). Each Subject Stockholder has agreed that at any meeting
of the holders of Cable Car Common Stock, he or she will, until the Effective   
Time or the termination of the Merger Agreement, vote or cause to be voted such 
Cable Car Common Stock and any Cable Car Common Stock acquired after the date of
the Stockholders Agreement (collectively, the 'Subject Stock') in favor of      
approval of the Merger Agreement and the Merger and against any (i) action or   
agreement that would result in a breach of any of Cable Car's representations or
warranties or obligations under the Merger Agreement, (ii) Acquisition Proposal,
(iii) change in a majority of the Subject Stockholders who constitute the Cable 
Car Board, (iv) any change in the capitalization of Cable Car or any amendment  
of Cable Car's certificate of incorporation or bylaws, (v) any other material   
change in Cable Car's corporate structure or business, or (vi) any other action 
which is intended, or could reasonably be expected, to prevent or delay beyond  
December 31, 1997 the Merger or the other Transactions. Each Subject Stockholder
has also granted Triarc an irrevocable proxy to vote his or her shares of       
Subject Stock as specified above in the event that such Stockholder fails to so 
vote his or her Subject Stock.                                                  

In addition, pursuant to the Stockholders Agreement, each Subject     
Stockholder has granted to Triarc an exclusive and irrevocable option to        
purchase his or her Subject Stock in whole but not in part at any time after    
Cable Car has delivered to Triarc a Transaction Notice (as defined in 'The      
Merger Agreement -- No Solicitation of Transactions') or Cable Car has furnished
confidential information to any person or entered into negotiations with any    
person with respect to an Acquisition Proposal (as defined in 'The Merger       
Agreement -- No Solicitation of Transactions'), at a price per share in cash    
equal to the product obtained by multiplying 0.1722 (the 'Option Conversion     
Price') and the average (without rounding) of the closing prices per share of   
Triarc Common Stock on the NYSE on the NYSE Composite Tape for the 15           
consecutive NYSE trading days ending on the NYSE trading day immediately        
preceding the date of the closing of the exercise of the option (the 'Option    
Average Share Price'), subject to the following adjustment: if the Option       
Average Share Price is less than $18.875, then the Option Conversion Price will 
be adjusted to equal the quotient obtained by dividing $3.25 by the Option      
Average Share Price, and if the Option Average Share Price is greater than      
$24.50, then the Option Conversion Price will be adjusted to equal the quotient 
obtained by dividing $4.22 by the Option Average Share Price. All options       
granted to Triarc under the Stockholders Agreement must be exercised            
simultaneously. If the Merger Agreement is terminated pursuant to a Cable Car   
Default Termination or a Stockholder Vote Termination (as each such term is     
defined in 'The Merger Agreement -- Termination') and the Stockholders Agreement
is not terminated as described in the next paragraph, then Triarc must exercise 
the options within 10 business days following such termination of the Merger    
Agreement, or the options will expire.                                          

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  The Stockholders Agreement, including the options granted by the Subject
Stockholders thereunder, will terminate if (i) the Effective Time occurs or (ii)
the Merger Agreement is terminated pursuant to a (A) Consent Termination, an    
Optional Termination, a Triarc Default Termination or a Triarc Share Price      
Termination (as each such term is defined in 'The Merger Agreement --           
Termination') or (B) a Cable Car Default Termination or a Stockholder Vote      
Termination (as each such term is defined in 'The Merger                        
Agreement -- Termination') so long as Cable Car or its stockholders shall not   
have received an Acquisition Proposal (as defined in 'The Merger Agreement -- No
Solicitation of Transactions') and the Cable Car Board shall not have withdrawn,
or modified or changed in a manner adverse to Triarc or Mergerco its approval or
recommendation of the Merger Agreement or the Merger.                           

   The Subject Stockholders received no separate consideration for executing
the Stockholders Agreement and did so at Triarc's insistence in order for Triarc
to agree to enter into the Merger Agreement.                                    

The Stockholders Agreement is attached as Appendix B-2 to this Proxy  
Statement/Prospectus and is incorporated herein by reference. The summary set   
forth above is qualified in its entirety by reference to the Stockholders       
Agreement.                                                                      

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

Under the Merger Agreement, Triarc and the Surviving Corporation have 
agreed that the Certificate of Incorporation and Bylaws of the Surviving        
Corporation and each of the Cable Car Subsidiaries will contain provisions no   
less favorable with respect to indemnification of directors, officers, agents   
and employees and other individuals than those set forth in the certification of
incorporation and Bylaws of Cable Car and the Cable Car Subsidiaries as in      
effect on the date of the Merger Agreement, and further agreed that such        
provisions will not be amended, repealed or otherwise modified for a period of  
five years after the Effective Time in any manner that would adversely affect   
the rights thereunder of individuals who at or prior to the Effective Time were 
directors, officers, agents or employees of Cable Car or any of the Cable Car   
Subsidiaries or who were otherwise entitled to indemnification pursuant to the  
certificate of incorporation and Bylaws of Cable Car or any of the Cable Car    
Subsidiaries. If the Surviving Corporation or any of the Cable Car Subsidiaries 
will not have the financial resources to satisfy its indemnification obligations
to such persons as provided under its certificate of incorporation and Bylaws,  
Triarc has agreed that it will provide such indemnification of such persons to  
the extent so provided.                                                         

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger   
Agreement not summarized elsewhere in this Proxy Statement/Prospectus. The      
Merger Agreement is attached as Appendix B-1 to this Proxy Statement/Prospectus 
and is incorporated herein by reference. This summary is qualified in its       
entirety by reference to the Merger Agreement.                                  

CONVERSION OF SECURITIES                                                        

  At the Effective Time, by virtue of the Merger and without any action on
the part of Mergerco, Cable Car or the holders of any of Cable Car's securities,
each share of Cable Car Common Stock issued and outstanding immediately prior to
the Effective Time (other than any shares of Cable Car Common Stock owned by    
Cable Car as treasury shares or by Triarc or any of its subsidiaries or any     
subsidiaries of Cable Car, which will be canceled, and shares of Cable Car      
Common Stock held by a person who has properly exercised his appraisal rights   
under Section 262 of the DGCL (the 'Dissenting Shares')) will be converted into 
the right to receive 0.1722 (the 'Conversion Price') of a share of Triarc Common
Stock, subject to the adjustment described below, and any cash to be paid in    
lieu of fractional shares of Triarc Common Stock. The Conversion Price is       
subject to adjustment as follows: (i) if the Average Triarc Share Price (as     
defined below) is less than $18.875, then the Conversion Price shall be adjusted
to equal the quotient of $3.25 divided by such Average Triarc Share Price, and  
(ii) if the Average Triarc Share Price is greater than $24.50, then the         
Conversion Price shall be adjusted to equal the quotient of $4.22 divided by    
such Average Triarc Share Price (the Conversion Price as so adjusted, is        
referred to herein as the 'Adjusted Conversion Price'). For example, if the     
Average Triarc Share Price is (i) $18.875 or greater, but not greater than      
$24.50, then each share of Cable Car Common Stock will be converted at the      
Effective Time into the right to receive 0.1722 of a share of Triarc Common     
Stock; (ii) $18.00, then each share of Cable Car Common Stock will be converted 
at the Effective Time into the right to receive 0.18056 of a share of Triarc    
Common Stock; and (iii) $26.00, then each share of Cable Car Common Stock will  
be converted at the Effective Time into the right to receive 0.16231 of a share 
of Triarc Common Stock. Under the Merger Agreement, the 'Average Triarc Share   
Price' means the average (without rounding) of the closing prices per share of  
Triarc Common Stock on the NYSE Composite Tape for the 15 consecutive NYSE      
trading days ending on the NYSE trading day immediately preceding the Closing   
Date.                                                                           

   Holders of Dissenting Shares are entitled to exercise appraisal rights in
connection with the Merger. See 'Appraisal Rights.'                             

    Each share of Cable Car Common Stock held in the treasury of Cable Car and
each share of Cable Car Common Stock owned by Triarc or any direct or indirect  
wholly owned subsidiary of Triarc or any of the Cable Car Subsidiaries          
immediately prior to the Effective Time will, by virtue of the Merger, and      
without any action of the Company or the holder thereof, be canceled and        
extinguished without any conversion thereof and no payment will be made with    
respect thereto.                                                                

Each share of the common stock, par value $1.00 per share, of Mergerco
issued and outstanding immediately prior to the Effective Time will be converted
into one validly issued, fully paid and non-assessable share of common stock,   
par value $1.00 per share, of the Surviving Corporation.                        

EXCHANGE PROCEDURES                                                             

As of the Effective Time, Triarc will deposit, or will cause to be    
deposited, with Harris Trust Company of New York or such other bank or trust    
company as may be designated by Triarc and approved by Cable Car, which approval
will not be unreasonably withheld (the 'Exchange Agent'), for the benefit of the
holders of Cable Car Common Stock, for exchange in accordance with the exchange 
procedures of the Merger Agreement through the Exchange Agent, certificates     
representing an aggregate number of shares of Triarc Common Stock as nearly as  
practicable equal to the product of the Adjusted Conversion Price and the number
of outstanding shares of Cable Car Common Stock to be converted in accordance   
with the Merger Agreement (the 'Exchange Fund').                                

    As promptly as practicable after the Effective Time, Triarc will cause the
Exchange Agent to mail and/or make available to each holder of a certificate or 
certificates which immediately prior to the                                     

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Effective Time represented outstanding shares of Cable Car Common Stock (other  
than shares to be canceled without consideration pursuant to the Merger         
Agreement) (the 'Certificates') (i) a notice and letter of transmittal (which   
will advise the holder of the effectiveness of the Merger) and (ii) instructions
for the procedure for effecting the surrender of the Certificates in exchange   
for certificates representing shares of Triarc Common Stock and cash in lieu of 
any fractional shares. Upon surrender to the Exchange Agent of a Certificate for
cancellation, together with such letter of transmittal, duly executed and       
completed in accordance with the instructions thereon, and such other documents 
as may be reasonably required pursuant to such instructions, the holder of such 
Certificate will be entitled to receive in exchange therefor a certificate      
representing that number of whole shares of Triarc Common Stock which such      
holder has the right to receive in respect of the shares of Cable Car Common    
Stock formerly represented by such Certificate (after taking into account all   
shares of Cable Car Common Stock then held by such holder), cash in lieu of     
fractional shares of Triarc Common Stock to which such holder is entitled and   
any dividends or other distributions to which such holder is entitled, and the  
Certificate so surrendered will then be canceled. At the Effective Time, the    
Cable Car Common Stock transfer books will be closed and no further transfer of 
shares of Cable Car Common Stock will be made thereafter. Until surrendered as  
contemplated by these provisions of the Merger Agreement, each Certificate will 
be deemed at any time after the Effective Time to represent only the right to   
receive upon such surrender the certificate representing shares of Triarc Common
Stock, cash in lieu of any fractional shares of Triarc Common Stock to which    
such holder is entitled and any dividends or other distributions to which such  
holder is entitled.                                                             

DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES                                

  No dividends or other distributions declared or made after the Effective
Time with respect to Triarc Common Stock with a record date at or after the     
Effective Time will be paid to the holder of any unsurrendered Certificate with 
respect to the shares of Triarc Common Stock represented thereby, and no cash   
payment in lieu of fractional shares will be paid to any such holder until the  
holder of such Certificate surrenders such Certificate. Upon surrender of any   
such Certificate, there will be paid to the person in whose name the shares of  
Triarc Common Stock is issued in exchange therefor, without interest, the amount
of any dividends which will have become payable with respect to such shares of  
Triarc Common Stock between the Effective Time and the time of such surrender   
and at the appropriate payment date, the amount of dividends or other           
distributions, with a record date at or after the Effective Time but prior to   
surrender and a payment date occurring after surrender, payable with respect to 
such whole shares of Triarc Common Stock, subject in each case to deductions    
required by applicable law to be withheld and any applicable escheat laws or    
unclaimed property laws.                                                        

NO FURTHER RIGHTS IN CABLE CAR COMMON STOCK                                     

   All shares of Triarc Common Stock issued upon conversion of the shares of
Cable Car Common Stock in accordance with the terms of the Merger Agreement     
(including any cash paid in respect of dividends, distributions and fractional  
shares) will be deemed to have been issued in full satisfaction of all rights   
pertaining to such shares of Cable Car Common Stock.                            

NO FRACTIONAL SHARES                                                            

   Shares of the Triarc Common Stock shall be issued only in whole shares. A
holder of Cable Car Common Stock immediately prior to the Effective Time will   
not be entitled to receive fractional shares of Triarc Common Stock (the        
'Fractional Shares') but, instead, will be entitled to receive promptly from the
Exchange Agent a cash payment in lieu of Fractional Shares in an amount equal to
such stockholder's proportionate interest in the net proceeds from the sale or  
sales in the open market by the Exchange Agent, on behalf of all such           
stockholders, of the aggregate Fractional Shares. Such sales shall be made      
promptly after the Effective Time, or in the case of Dissenting Shares the      
holders of which have either withdrawn its demand for appraisal or failed to    
establish or lost or forfeit its appraisal rights, which become exchangeable for
the Merger Consideration, promptly after such change in status of such          
Dissenting Shares. Such cash payments will be made to each such stockholder only
upon proper                                                                     

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surrender of such stockholder's Certificates, together with a properly completed
and duly executed transmittal form and any other required documents.            

CABLE CAR STOCK OPTIONS                                                         

   Each option issued by Cable Car that is exercisable for Cable Car Company
Stock and outstanding immediately prior to the Effective Time (a 'Cable Car     
Option'), whether or not then vested or exercisable, shall, effective as of the 
Effective Time, and without any action on the part of the holder thereof, be    
assumed by Triarc and become and represent an option exercisable for shares of  
Triarc Common Stock (a 'Substitute Option') with the same expiration dates as   
such Cable Car Option immediately prior to the Effective Time (but taking into  
account any acceleration of the vesting of such Cable Car Option as a result of 
the consummation of the Merger), with the new exercise price thereof being      
determined by dividing the exercise price of such Cable Car Option by the       
Adjusted Conversion Price (with the result of such calculation rounded to the   
nearest whole cent), and the number of shares of Triarc Common Stock issuable   
upon exercise of the Substitute Options being determined by multiplying the     
number of shares to be issued upon exercise of such Cable Car Option by the     
Adjusted Conversion Price (with the result of such calculation rounded to the   
nearest whole number). As discussed in 'The Proposed Merger and Related         
Matters -- Additional Interests of Cable Car Management -- Acceleration of      
Vesting of Stock Options,' all unvested Cable Car Options will vest at the      
Effective Time. Triarc will file as soon as practicable after the Effective     
Time, but in no event later than 45 days after the Effective Time, and keep     
current, one or more registration statements on Form S-8 (or any successor or   
appropriate form) with respect to the shares of Triarc Common Stock subject to  
the Substitute Options so long as such Substitute Options remain outstanding.   

TERMINATION OF EXCHANGE FUND                                                    

  Any portion of the Exchange Fund which will not have been distributed to
the holders of Cable Car Common Stock prior to the second anniversary of the    
Effective Time will be delivered to Triarc, and any holders of Cable Car Common 
Stock who have not previously complied with the exchange procedures set forth in
the Merger Agreement will thereafter look only to Triarc for payment of the     
Merger Consideration to which they are entitled under the Merger Agreement,     
subject to escheat and similar laws.                                            

CERTAIN REPRESENTATIONS AND WARRANTIES                                          

 The Merger Agreement contains various representations and warranties of
Triarc, Mergerco and Cable Car relating to, among other things, the following   
matters (which representations and warranties are subject, in certain cases, to 
specified exceptions): (i) the due organization, power, authority and good      
standing of, and similar corporate matters with respect to, each of Triarc and  
Cable Car and their respective subsidiaries; (ii) the authorization, execution, 
delivery, performance and enforceability of the Merger Agreement by each party  
thereto; (iii) each of Triarc's and Cable Car's capital structure; (iv) the     
reports and other documents filed with the Commission and other regulatory      
authorities, the financial statements included therein and the accuracy of the  
information contained in each of them; (v) the absence of certain changes or    
events prior to the date of the Merger Agreement having a material adverse      
effect on Triarc and its subsidiaries, taken as a whole, or Cable Car and the   
Cable Car Subsidiaries, taken as a whole, as the case may be; and (vi) with     
respect to the Merger Agreement and the Merger, the absence of conflict with the
certificate of incorporation and bylaws of each of Cable Car and the Cable Car  
Subsidiaries, the certificate of incorporation and bylaws of each of Triarc and 
its subsidiaries, and with applicable law or any material contracts to which    
Cable Car or Triarc or any of their respective subsidiaries, as the case may be,
is a party or by which they may be bound.                                       

In addition, the Merger Agreement contains certain additional         
representations and warranties of Cable Car and the Cable Car Subsidiaries      
relating to (i) the vote required by Cable Car's stockholders to approve the    
Merger Agreement; (ii) the absence of undisclosed liabilities; (iii) the        
accuracy of the information provided by Cable Car for inclusion in the          
Registration Statement (including this Proxy Statement/Prospectus); (iv)        
compliance with laws; (v) the absence of pending or threatened litigation       

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affecting Cable Car or any of the Cable Car Subsidiaries; (vi) the payment of   
taxes, the filing of tax returns and other tax matters; (vii) compliance with   
contractual obligations; (viii) the absence of defaults under Cable Car's and   
the Cable Car Subsidiaries' contracts and the absence of contractual provisions 
limiting their right to compete; (ix) Cable Car's and the Cable Car             
Subsidiaries' ownership and right to use certain intellectual property and the  
absence of (A) any challenges to their intellectual property rights, or (B) any 
infringements or conflicts with their business and the intellectual property    
rights of third parties; (x) certain employee benefit plans and ERISA matters;  
(xi) the condition of Cable Car's inventory and receivables and the status of   
Cable Car's and the Cable Car Subsidiaries' ongoing relationship with their     
suppliers; (xii) historical case sales under the Stewart's Master Agreement and 
the worldwide scope of the territory subject to exclusive license thereunder;   
(xiii) transactions with affiliates; (xiv) the applicability of state takeover  
statutes to the Merger; and (xv) the absence of any brokerage, finder's or other
fee due in connection with the Merger (except in the case of Montgomery         
Securities).                                                                    

The Merger Agreement contains certain additional representations and  
warranties of Triarc and Mergerco relating to (i) the accuracy of information   
contained in the Registration Statement (other than information provided by     
Cable Car for inclusion therein) and (ii) certain issues in connection Section  
368(a) of the Code.                                                             

CONDUCT OF BUSINESS PENDING THE MERGER                                          

  Pursuant to the Merger Agreement, Cable Car has agreed that, between the
date of the Merger Agreement and the Effective Time, except as provided in the  
Merger Agreement or unless Triarc shall have otherwise agreed in writing, (i)   
Cable Car's and the Cable Car Subsidiaries' business, including investment      
practices and policies, will be conducted only in, and Cable Car and the Cable  
Car Subsidiaries will not take any action except in, the ordinary course of     
business and in a manner consistent in all material respects with past practice;
and (ii) each of Cable Car and the Cable Car Subsidiaries will use all          
reasonable efforts to preserve intact its business organization, and to maintain
its existing relationships with material customers, distributors, suppliers,    
employees, creditors and business partners.                                     

     Without limiting the generality of the foregoing, each of Cable Car and the
Cable Car Subsidiaries will not, except as specified in the Merger Agreement or 
disclosed to Triarc on or before the date of the Merger Agreement, unless Triarc
shall have otherwise agreed in writing: (i) amend its certificate of            
incorporation or bylaws or similar organizational documents; (ii) declare, set  
aside or pay any dividend or other distribution payable in cash, stock or       
property with respect to its capital stock other than dividends paid by Cable   
Car's wholly owned Subsidiaries to the Cable Car; (iii) issue, sell, transfer,  
pledge, dispose of or encumber any additional shares of, or securities          
convertible into or exchangeable for, or options, warrants, calls, commitments  
or rights of any kind to acquire, any shares of capital stock of any class of   
Cable Car or the Cable Car Subsidiaries, other than issuances pursuant to the   
exercise of stock options outstanding on the date of the Merger Agreement; (iv) 
transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber any   
assets that are material to Cable Car and the Cable Car Subsidiaries taken as a 
whole other than sales of investment assets in the ordinary course of business  
consistent with past practice; (v) redeem, purchase or otherwise acquire        
directly or indirectly any of its capital stock; (vi) grant any increase in the 
compensation payable or to become payable by Cable Car or any of the Cable Car  
Subsidiaries to any officer or employee other than scheduled annual increases in
the ordinary course of business consistent with past practice in an amount not  
to exceed five percent for any individual; (vii) adopt any new, or amend or     
otherwise increase, or accelerate the payment or vesting of the amounts payable 
or to become payable under any benefit plan; (viii) enter into any, or amend any
existing, employment, consulting or severance agreement with or, except in      
accordance with the existing written policies of Cable Car, grant any severance 
or termination pay to any officer, director or employee of Cable Car or any of  
the Cable Car Subsidiaries; (ix) make any additional contributions to any       
grantor trust created by Cable Car to provide funding for non-tax-qualified     
employee benefits or compensation; or (x) provide any severance program to any  
Cable Car Subsidiary which does not have a severance program as of the date of  
the Merger Agreement; (xi) modify, amend or terminate any of the material       
contracts or waive, release or assign any material rights or claims; (xii)      
permit any material                                                             

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insurance policy naming it as a beneficiary or a loss payable payee to be       
canceled or terminated; (xii) subject to certain specified exceptions, (A) incur
or assume any debt except for borrowings under its existing credit facility in  
an amount exceeding $100,000, (B) assume, guarantee, endorse or otherwise become
liable or responsible for the obligations of any other person, (C) make any     
loans, advances or capital contributions to, or investments in, any other       
person, or (D) enter into any material commitment (including, but not limited   
to, any capital expenditure, 'take-or-pay' contract or purchase of assets) in   
excess of $100,000; (xiii) change any of the accounting principles used by it   
except as required by generally accepted accounting principles; (xiv) pay,      
discharge or satisfy any material claims, liabilities or obligations; (xv)      
except as permitted in the Merger Agreement, adopt a plan of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other material reorganization of Cable Car or any of the Cable Car           
Subsidiaries or any agreement relating to an Acquisition Proposal (as defined in
'No Solicitation of Transactions' below) (other than the Merger); (xvi) engage  
in any transaction with, or enter into any agreement, arrangement, or           
understanding with any of Cable Car's affiliates; (xvii) make any tax election  
that would have a material adverse effect on Cable Car or any of the Cable Car  
Subsidiaries; and (xviii) enter into any agreement, commitment or arrangement to
do any of the foregoing, or to authorize, recommend, propose or announce an     
intention to do any of the foregoing.                                           

    Cable Car has also agreed that it will not, between the date of the Merger
Agreement and the Effective Time, intentionally take or cause to be taken any   
action that would disqualify the Merger from constituting a tax-free            
'reorganization' under Section 368(a) of the Code.                              

NO SOLICITATION OF TRANSACTIONS                                                 

 Pursuant to the Merger Agreement, Cable Car has agreed that it will not
directly or indirectly, and will not authorize or permit any of the Cable Car   
Subsidiaries or any officer, director, employee, agent, investment banker,      
financial advisor, attorney, accountant, broker, finder or other representative 
of Cable Car or any of the Cable Car Subsidiaries directly or indirectly to, (i)
solicit, initiate, encourage or induce the making, submission or announcement of
any Acquisition Proposal (as defined below) or take any action that could       
reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any     
nonpublic information regarding any of Cable Car and the Cable Car Subsidiaries 
to any person in connection with or in response to an Acquisition Proposal,     
(iii) engage in discussions with any person with respect to any Acquisition     
Proposal, (iv) approve, endorse or recommend (or agree to approve, endorse or   
recommend) any Acquisition Proposal or (v) enter into any letter of intent or   
similar document or any agreement contemplating or otherwise relating to any    
Acquisition Proposal.                                                           

  Notwithstanding the foregoing, the Merger Agreement permits Cable Car to
furnish nonpublic information regarding Cable Car and the Cable Car Subsidiaries
to, or enter into discussions with, any person in response to an unsolicited    
bona fide written Acquisition Proposal submitted (and not withdrawn) by such    
person if (1) the Cable Car Board concludes in good faith, based upon the advice
of its financial advisor, that such Acquisition Proposal would result in a      
transaction that is more favorable from a financial point of view to Cable Car's
stockholders than the Merger, (2) the Cable Car Board concludes in good faith,  
after consultation with outside legal counsel, that such action is required in  
order for the Cable Car Board to comply with its fiduciary obligations to Cable 
Car's stockholders under applicable law, (3) prior to furnishing any such       
nonpublic information to, or entering into discussions with, such person, Cable 
Car gives Triarc written notice of the identity of such person and of Cable     
Car's intention to furnish nonpublic information to, or enter into discussions  
with, such person, (4) Cable Car receives from such person an executed          
confidentiality agreement, and (5) prior to furnishing any such nonpublic       
information to such person, Cable Car furnishes such nonpublic information to   
Triarc (to the extent such nonpublic information has not been previously        
furnished).                                                                     

The Merger Agreement also requires Cable Car to promptly advise Triarc
orally and in writing of any Acquisition Proposal (including the identity of the
person making or submitting such Acquisition Proposal and the terms thereof)    
that is made or submitted by any person (a 'Transaction Notice') and agrees that
it will not furnish confidential information to any person or enter into        
negotiations with any person with respect to an Acquisition Proposal until it   
has delivered to Triarc a Transaction Notice and 48 hours have passed since     
Triarc's receipt of such Transaction Notice.                                    

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    For the purposes of the Merger Agreement, 'Acquisition Proposal' means any
tender or exchange offer involving the capital stock of Cable Car, any proposal 
for a merger, consolidation or other business combination involving Cable Car or
any of the Cable Car Subsidiaries, any proposal or offer to acquire in any      
manner a substantial equity interest in, or a substantial portion of the        
business or assets of, Cable Car or any of the Cable Car Subsidiaries, any      
proposal or offer with respect to any recapitalization or restructuring with    
respect to Cable Car or any of the Cable Car Subsidiaries or any proposal or    
offer with respect to any other transaction similar to any of the foregoing with
respect to Cable Car or any of the Cable Car Subsidiaries, other than pursuant  
to the transactions to be effected pursuant to the Merger Agreement or any other
transaction with Triarc or any of its subsidiaries.                             

  The Merger Agreement provides that it may be terminated by the Cable Car
Board if the Cable Car Board determines in good faith, after consultation with  
(i) outside legal counsel, that termination of the Merger Agreement is required 
for the Cable Car Board to satisfy its fiduciary obligations to the Cable Car   
stockholders under applicable law by reason of an unsolicited bona fide         
Acquisition Proposal having been made, and (ii) its financial advisor, that such
Acquisition Proposal would result in a transaction that is more favorable than  
the Merger from a financial point of view to the Cable Car stockholders,        
provided that Cable Car has complied with the provisions of Section 5.4 of the  
Merger Agreement (relating to Acquisition Proposals) and notifies Triarc at     
least five days in advance of its intention to terminate the Merger Agreement or
to enter into a definitive agreement with respect to such Acquisition Proposal, 
and provided, further, that within such five day period Triarc has not made a   
competing proposal which is at least as favorable to the Cable Car stockholders 
from a financial point of view as such Acquisition Proposal. The Merger         
Agreement may be terminated by the Triarc Board if (i) the Cable Car Board      
withdraws, modifies or changes its approval recommendation of the Merger        
Agreement or the Merger in a manner adverse to Triarc or Mergerco or recommends 
to the stockholders of Cable Car any Acquisition Proposal or other business     
combination, or (ii) Cable Car receives a bona fide written Acquisition Proposal
which has not been rejected by the Cable Car Board within 14 days after receipt 
thereof. See 'The Merger Agreement -- Termination.'                             

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

Under the Merger Agreement, Triarc has agreed that the certificate of 
incorporation and bylaws of the Surviving Corporation and each of the Cable Car 
Subsidiaries will contain provisions no less favorable with respect to the      
indemnification of directors, officers, agents and employees and other          
individuals than those set forth in the certification of incorporation and      
bylaws of Cable Car and the Cable Car Subsidiaries as in effect on the date of  
the Merger Agreement, and further agreed that such provisions will not be       
amended, repealed or otherwise modified for a period of five years after the    
Effective Time in any manner that would adversely affect the rights thereunder  
of individuals who at or prior to the Effective Time were directors, officers,  
agents or employees of Cable Car or any of the Cable Car Subsidiaries or who    
were otherwise entitled to indemnification pursuant to the certificate of       
incorporation and bylaws of Cable Car or any of the Cable Car Subsidiaries. If  
the Surviving Corporation or any of the Cable Car Subsidiaries does not have the
financial resources to satisfy its indemnification obligations to such persons  
as provided under its certificate of incorporation and bylaws, Triarc has agreed
that it will provide such indemnification of such persons to the extent so      
provided.                                                                       

CONDITIONS TO CONSUMMATION OF THE MERGER                                        

    The obligations of Cable Car, Triarc and Mergerco to consummate the Merger
are subject to the satisfaction or, if permitted by applicable law, waiver of   
the following conditions: (i) the Merger Agreement and the Merger shall have    
been approved and adopted by the affirmative vote of the stockholders of Cable  
Car in accordance with the DGCL and the Cable Car Charter; (ii) no court,       
arbitrator or governmental body, agency or official shall have issued any order,
decree or ruling and there shall not be any statute, rule or regulation,        
restraining, enjoining or prohibiting the consummation of the Merger; (iii) the 
Registration Statement shall have been declared effective, and no stop order    
suspending the effectiveness of the Registration Statement will be in effect and
no proceedings for such purpose will have been initiated or threatened by the   
Commission; (iv) any waiting period applicable to                               

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the Merger under the HSR Act shall have expired or been terminated; (e) all     
actions by or in respect of or filing with any governmental authority required  
to permit the consummation of the Merger will have been obtained and such       
approval shall be in full force and effect; and (f) the shares of Triarc Common 
Stock to be issued in the Merger shall have been approved for listing on the    
NYSE, subject to official notice of issuance.                                   

     The obligations of Triarc and Mergerco to consummate the Merger are subject
to the satisfaction or, if permitted by applicable law, waiver of the following 
further conditions: (i) (A) Cable Car will have performed in all material       
respects all of its obligations under the Merger Agreement required to be       
performed by it at or prior to the Effective Time, (B) each of the              
representations and warranties of Cable Car contained in the Merger Agreement   
will be true and correct as of the Effective Time as if made at and as of such  
time (except for those representations and warranties that address matters only 
as of a particular date or only with respect to a specific period of time which 
need only be true and accurate as of such date or with respect to such period), 
(C) since December 31, 1996, except as disclosed to Triarc pursuant to the      
Merger Agreement, there will not have occurred any event, change or effect      
having, or which would be reasonably likely to have, in the aggregate, a        
material adverse effect on Cable Car and the Cable Car Subsidiaries, taken as a 
whole, and (D) Triarc will have received a certificate signed by an executive   
officer of Cable Car to the foregoing effect; (ii) there shall not have been any
action taken, or any statute, rule, regulation, legislation, interpretation,    
judgment, order or injunction enacted, entered, enforced, promulgated, amended, 
issued or deemed applicable to the Merger by any domestic legislative body,     
court, government or governmental, administrative or regulatory authority or    
agency (A) restraining or preventing the carrying out of the Merger and other   
Transactions, (B) prohibiting Triarc's ownership or operation of any material   
portion of Triarc's or Cable Car's businesses or assets, or compelling Triarc to
dispose of or hold separate all or any material portion of Triarc's or Cable    
Car's businesses or assets as a result of the Transactions, (C) making          
acquisition of the shares of Cable Car Common Stock pursuant to the Merger      
illegal, (D) prohibiting Triarc effectively from acquiring or holding or        
exercising full rights of ownership of the shares of Cable Car Common Stock,    
including, without limitation, the right to vote the shares of Cable Car Common 
Stock acquired by it pursuant to the Merger on all matters properly presented to
the stockholders of Cable Car, (E) prohibiting Triarc or any of its subsidiaries
or affiliates from effectively controlling in any material respect the          
businesses or operations of Cable Car, Triarc or their respective subsidiaries, 
or (F) which would impose any condition which would materially adversely affect 
the business of the Cable Car or (as a condition of consummating the            
Transactions) the business of Triarc and its subsidiaries taken as a whole;     
(iii) the Cable Car Board will not have withdrawn or modified its position with 
respect to the Merger; (iv) Triarc shall have received an opinion of Cable Car's
outside counsel in scope and substance substantially in the form agreed to prior
to the date of the Merger Agreement; (v) the Average Triarc Share Price (the    
average (without rounding) of the closing prices per share of Triarc Common     
Stock on the NYSE Composite Tape for the fifteen (15) consecutive NYSE trading  
days ending on the NYSE trading day immediately preceding the Closing Date)     
shall not be less than $15.00 per share; (vi) the holders of no greater than 6% 
of the shares of Cable Car Common Stock outstanding on the Record Date shall    
have demanded appraisal rights pursuant to, and otherwise complied with the     
provisions of, subsection (d) of Section 262 of the DGCL, and shall not have    
voted in favor of or consented to the Merger; and (vii) no suit, claim, action  
or proceeding with respect to the Merger or the other Transactions, or Cable Car
or any of the Cable Car Subsidiaries or any of their properties or assets, shall
have been instituted or threatened which could reasonably be expected to have a 
material adverse effect on Cable Car and the Cable Car Subsidiaries taken as a  
whole or would, or would be reasonably likely to, materially impair the ability 
of Cable Car to consummate the Merger or the other Transactions.                

  The obligations of Cable Car to consummate the Merger are subject to the
satisfaction of the following conditions: (i) (A) Triarc and Mergerco shall have
performed in all material respects all of their respective obligations under the
Merger Agreement required to be performed by them at or prior to the Effective  
Time, (B) each of the representations and warranties of Triarc contained in the 
Merger Agreement will be true and correct, in each case as of the Effective Time
as if made at and as of such time (except for those representations and         
warranties that address matters only as of a particular date or only with       
respect to a specific period of time which need only be true and accurate as of 
such date or                                                                    

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with respect to such period), (C) since December 31, 1996, there will not have  
occurred any event, change or effect having, or which would be reasonably likely
to have, individually or in the aggregate, a material adverse effect on Triarc  
and its subsidiaries taken as a whole, and (D) Cable Car shall have received a  
certificate signed by an executive officer of Triarc to the foregoing effect;   
(ii) Cable Car shall have received the opinion of outside counsel to Triarc and 
Mergerco in scope and substance substantially in the form agreed to prior to the
date of the Merger Agreement; (iii) Cable Car shall have received an opinion of 
Sherman & Howard L.L.C. to the effect that the Merger will be treated for       
federal income tax purposes as a 'reorganization' within the meaning of Section 
368(a) of the Code; and (iv) no suit, claim, action or proceeding with respect  
to the Merger or the other Transactions, or Triarc or any of its subsidiaries or
any of their properties or assets, shall have been instituted which could       
reasonably be expected to have a material adverse effect on Triarc and its      
subsidiaries taken as a whole, or would be reasonably likely to materially      
impair the ability of Triarc to consummate the Merger or the other Transactions.

TERMINATION                                                                     

   The Merger Agreement may be terminated and the Merger may be abandoned at
any time prior to the Effective Time, whether before or after the stockholders  
of Cable Car have approved the Merger Agreement, (i) by the mutual consent of   
the Boards of Directors of each of Triarc and Cable Car (a 'Consent             
Termination'); (ii) by either of the Boards of Directors of Triarc or Cable Car 
(in each case, an 'Optional Termination'), if (A) the Effective Time has not    
occurred on or before December 31, 1997, provided that the right to so terminate
the Merger Agreement will not be available to any party whose failure to fulfill
any obligation under the Merger Agreement has been the cause of, or resulted in,
the failure of the Effective Time to occur on or before such date, or (B) any   
governmental authority has issued an order, decree or ruling or taken any other 
action (which order, decree, ruling or other action the parties hereto shall use
their best efforts to lift), in each case permanently restraining, enjoining or 
otherwise prohibiting the Merger and the other Transactions and such order,     
decree, ruling or other action shall have become final and non-appealable. The  
Merger Agreement may also be terminated by either of the Boards of Directors of 
Triarc or Cable Car if the Merger Agreement and the Merger has not been approved
and adopted at the Special Meeting by the affirmative vote of the stockholders  
of Cable Car in accordance with the DGCL and the Cable Car Charter (a           
'Stockholder Vote Termination').                                                

   The Merger Agreement may also be terminated by the Cable Car Board if (i)
Triarc or Mergerco (A) breaches or fails in any material respect to perform or  
com ply with any of its material covenants and agreements contained in the      
Merger Agreement or (B) breaches its representations and warranties in any      
material respect and such breach would have or would be reasonably likely to    
have a material adverse effect on Triarc and its subsidiaries taken as a whole, 
in each case such that the conditions precedent to Cable Car's obligations to   
consummate the Merger would not be satisfied, provided, that if such breach is  
curable by the breaching party through the exercise of the breaching party's    
best efforts and for so long as the breaching party is using its best efforts to
cure such breach, Cable Car may not so terminate the Merger Agreement pursuant  
to this clause (a 'Triarc Default Termination'); and (ii) the Cable Car Board   
determines in good faith, after consultation with (A) outside legal counsel,    
that termination of the Merger Agreement is required for the Cable Car Board to 
satisfy its fiduciary obligations to the Cable Car stockholders under applicable
law by reason of an unsolicited bona fide Acquisition Proposal having been made,
and (B) its financial advisor, that such Acquisition Proposal would result in a 
transaction that is more favorable than the Merger from a financial point of    
view to the Cable Car stockholders, provided that Cable Car has complied with   
the provisions of Section 5.4 of the Merger Agreement (relating to Acquisition  
Proposals) and notifies Triarc at least five days in advance of its intention to
terminate the Merger Agreement or to enter into a definitive agreement with     
respect to such Acquisition Proposal, and provided, further, that within such   
five day period Triarc has not made a competing proposal which is at least as   
favorable to the Cable Car stockholders from a financial point of view as such  
Acquisition Proposal (a 'Competing Transaction Termination').                   

 The Merger Agreement may also be terminated by the Triarc Board, if (i)
Cable Car (A) breaches or fails in any material respect to perform or comply    
with any of its material covenants and agreements                               

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contained in the Merger Agreement, or (B) breaches its representations and      
warranties in any material respect and such breach would have or would be       
reasonably likely to have a material adverse effect on Cable Car and its        
subsidiaries taken as a whole, in each case such that the conditions precedent  
to Triarc's and Mergerco's obligations to consummate the Merger would not be    
satisfied, provided, that if such breach is curable by Cable Car through its    
exercise of best efforts and for so long as Cable Car is using its best efforts 
to cure such breach, Triarc may not terminate the Merger Agreement pursuant to  
this clause (a 'Cable Car Default Termination'); (ii) (A) the Cable Car Board   
withdraws, modifies or changes its approval recommendation of the Merger        
Agreement or the Merger in a manner adverse to Triarc or Mergerco or recommends 
to the stockholders of Cable Car any Acquisition Proposal or other business     
combination (a 'Board Recommendation Termination'), (B) Cable Car receives a    
bona fide written Acquisition Proposal which has not been rejected by the Cable 
Car Board within 14 days after receipt thereof (an 'Acquisition Proposal        
Termination'), or (C) prior to the certification of the vote of the Cable Car's 
stockholders to approve the Merger at the Special Meeting, it shall have been   
publicly disclosed or Triarc or Mergerco shall have learned that any person,    
entity or 'group' (as that term is defined in Section 13(d)(3) of the Exchange  
Act), other than Triarc or its subsidiaries or any of their affiliates or the   
Subject Stockholders, shall have acquired beneficial ownership (determined      
pursuant to Rule 13d-3 promulgated under the Exchange Act) of more than 20% of  
any class or series of capital stock of Cable Car (including the Cable Car      
Common Stock), through the acquisition of stock, the formation of a group or    
otherwise, or shall have been granted any option, right or warrant, conditional 
or otherwise, to acquire beneficial ownership of more than 20% of any class or  
series of capital stock of Cable Car (including the Cable Car Common Stock)     
other than as disclosed in a Schedule 13D on file with the Commission on the as 
of the date of the Merger Agreement (an 'Acquiring Person Termination'); or     
(iii) the Average Triarc Share Price is less than $15.00 per share (a 'Triarc   
Share Price Termination').                                                      

EFFECT OF TERMINATION                                                           

   Except as otherwise provided in the Merger Agreement, in the event of the
termination of the Merger Agreement as described above, the Merger Agreement    
will become null and void and there will be no liability under the Merger       
Agreement on the part of Triarc, Mergerco or Cable Car; provided, however, that 
nothing in the Merger Agreement will relieve (i) any party from liability for   
fraud or for willful breach of the Merger Agreement or (ii) Triarc from its     
obligation to hold any nonpublic information pertaining to Cable Car or the     
Cable Car Subsidiaries it has received in connection with the Merger Agreement  
in confidence.                                                                  

FEES AND EXPENSES                                                               

     All costs and expenses incurred in connection with the Merger Agreement and
the Merger will be paid by the party incurring such costs and expenses, whether 
or not the Merger is consummated; provided, however, that if the Merger         
Agreement is terminated by Triarc pursuant to a Triarc Share Price Termination, 
Triarc will reimburse Cable Car for its reasonable costs and expenses           
(including, without limitation, reasonable attorneys' fees and expenses)        
incurred in connection with the Merger Agreement and the Merger in an aggregate 
amount not to exceed $225,000.                                                  

AMENDMENT AND WAIVER                                                            

    The Merger Agreement may be amended by the parties to the Merger Agreement
by action taken by their respective Boards of Directors at any time prior to the
Effective Time; provided, however, that after the approval of the Merger        
Agreement by the stockholders of Cable Car, no amendment or modification may be 
made which would alter or change the amount or kind of shares, securities, cash,
property and/or rights to be received in exchange for or on conversion of all or
any of the capital stock of Cable Car, alter or change any term of the          
certificate of incorporation of the Surviving Corporation to be effected by the 
Merger, or alter or change any of the terms and conditions of the Merger        
Agreement if such alteration or change would adversely affect the holders of the
capital stock of Cable Car. The Merger Agreement may not be amended except by   
written agreement signed by the parties to the Merger Agreement.                

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    At any time prior to the Effective Time, any party to the Merger Agreement
may, by action taken by its Board of Directors, extend the time for the         
performance of any obligation or other act of any other party thereto, waive any
inaccuracy in the representations and warranties of the other party contained in
the Merger Agreement or in any document delivered by the other party pursuant   
thereto, and waive compliance with any agreement or condition contained therein.
Any such extension or waiver will be valid if set forth in an instrument in     
writing signed on behalf of such party.                                         

STOCKHOLDERS AGREEMENT                                                          

As a condition to Triarc's execution of the Merger Agreement and to   
facilitate the consummation of the Merger, Triarc required the Subject          
Stockholders to enter into the Stockholders Agreement, the terms of which are   
summarized in 'The Proposed Merger and Related Matters -- Additional Interests  
of Cable Car Management -- Stockholders Agreement.'                             

APPRAISAL RIGHTS

    Holders of Cable Car Common Stock who do not vote in favor of the approval
and adoption of the Merger Agreement and who have met the conditions of, and    
properly complied with the requirements of, Section 262 of the DGCL ('Section   
262') will be entitled to appraisal rights. To preserve their rights,           
stockholders who wish to exercise their statutory appraisal rights must submit  
to Cable Car a written demand for appraisal prior to the taking of the vote on  
the Merger Agreement at the Special Meeting and comply with the other procedural
requirements of Section 262 described below.                                    

SECTION 262 IS REPRINTED IN ITS ENTIRETY AS APPENDIX D TO THIS PROXY  
STATEMENT/PROSPECTUS. THE FOLLOWING DISCUSSION OF THE MATERIAL TERMS OF THE LAW 
RELATING TO APPRAISAL RIGHTS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO       
APPENDIX D. THIS DISCUSSION AND APPENDIX D SHOULD BE REVIEWED CAREFULLY BY ANY  
STOCKHOLDER WHO WISHES TO EXERCISE STATUTORY APPRAISAL RIGHTS, OR WHO WISHES TO 
PRESERVE THE RIGHT TO DO SO, AS FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH 
IN SECTION 262 WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS, IF AVAILABLE.       

   A record holder of shares of Cable Car Common Stock who holds such shares
of Cable Car Common Stock on the date of making the demand described below, who 
makes the demand described below with respect to such shares, who continuously  
is the record holder of such shares through the Effective Time, who otherwise   
complies with the statutory requirements of Section 262 and who neither votes in
favor of the Merger Agreement nor consents thereto in writing may be entitled to
an appraisal by the Delaware Court of Chancery (the 'Delaware Court') of the    
fair value of his or her shares of Cable Car Common Stock. All references in    
this summary of appraisal rights to a 'stockholder' are to the record holder or 
holders of shares of Cable Car Common Stock.                                    

     Under Section 262, Cable Car must notify stockholders not less than 20 days
prior to the Special Meeting that appraisal rights are available and must       
include in each such notice a copy of Section 262. This Proxy                   
Statement/Prospectus shall constitute such notice to the record holders of Cable
Car Common Stock.                                                               

  Holders of shares of Cable Car Common Stock who desire to exercise their
appraisal rights must not vote in favor of the Merger Agreement and must deliver
a separate written demand for appraisal to Cable Car prior to the vote by the   
Cable Car stockholders on the Merger Agreement. A stockholder who signs and     
returns a proxy without expressly directing, by checking the applicable boxes on
the reverse side of the proxy card enclosed herewith or otherwise, that his or  
her shares of Cable Car Common Stock be voted against the proposal to approve   
the Merger Agreement or that an abstention be registered with respect to his or 
her shares of Cable Car Common Stock will not be entitled to appraisal rights as
to those shares of Cable Car Common Stock because, in the absence of express    
contrary instructions, such shares of Cable Car Common Stock will be voted in   
favor of the proposal to approve the Merger Agreement. Accordingly, a           
stockholder who desires to perfect appraisal rights with respect to any of his  
or her shares of Cable Car Common Stock must either (i) refrain from executing  
and returning the enclosed proxy card and from voting, in person or otherwise,  
in favor of the proposal                                                        

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to approve the Merger Agreement, or (ii) check either the 'Against' or the      
'Abstain' box next to the proposal to approve the Merger Agreement on such card 
or affirmatively vote in person against the proposal to approve the Merger      
Agreement or register in person an abstention with respect thereto. However, an 
abstention or a vote against the Merger does not in and of itself constitute a  
demand for appraisal. A demand for appraisal must be executed by or on behalf of
the stockholder of record and must reasonably inform Cable Car of the identity  
of the stockholder of record and that such record stockholder intends thereby to
demand appraisal of his or her shares of Cable Car Common Stock. A person having
a beneficial interest in shares of Cable Car Common Stock that are held of      
record in the name of another person, such as broker, fiduciary or other        
nominee, must act promptly to cause the record holder to follow the steps       
summarized herein properly and in a timely manner to perfect whatever appraisal 
rights are available. If the shares of Cable Car Common Stock are owned of      
record by a person other than the beneficial owner, including a broker,         
fiduciary (such as a trustee, guardian or custodian) or other nominee, such     
demand must be executed by or on behalf of the record owner. If the shares of   
Cable Car Common Stock are owned of record by more than one person, as in a     
joint tenancy or tenancy in common, such demand must be executed by or on behalf
of all joint owners. An authorized agent, including an agent for two or more    
joint owners, may execute the demand for appraisal for a stockholder of record; 
provided, however, that the agent must identify the record owner and expressly  
disclose the fact that, in exercising the demand, such person is acting as agent
for the record owner.                                                           

 A record owner, such as a broker, fiduciary or other nominee, who holds
shares of Cable Car Common Stock as a nominee for others, may exercise appraisal
rights with respect to the shares held for all or less than all beneficial      
owners of shares as to which such person is the record owner; provided, however,
that if exercising appraisal rights with respect to less than all beneficial    
owners, the written demand should set forth the number of shares as to which    
appraisal is sought. Where the number of shares is not expressly stated, the    
demand will be presumed to cover all shares of Cable Car Common Stock           
outstanding in the name of such record owner.                                   

A stockholder who elects to exercise appraisal rights should mail or  
deliver his or her written demand to: Cable Car Beverage Corporation, 717 17th  
Street, Suite 1475, Denver, Colorado 80202, Attention: Secretary.               

  Within ten days after the Effective Time, the Surviving Corporation must
provide notice of the Effective Time to all stockholders who have complied with 
Section 262 and who have not voted in favor of or consented to the Merger       
Agreement. Within 120 days after the Effective Time, either the Surviving       
Corporation or any stockholder who has complied with the required conditions of 
Section 262, and who is otherwise entitled to appraisal rights, may file a      
petition in the Delaware Court demanding a determination of the value of the    
shares of all dissenting stockholders. There is no present intent on the part of
Cable Car to file an appraisal petition and stockholders seeking to exercise    
appraisal rights should not assume that the Surviving Corporation will file such
a petition or that the Surviving Corporation will initiate any negotiations with
respect to the value of such shares. Accordingly, it is the obligation of all   
stockholders who desire to have their shares appraised to initiate any petitions
or other actions necessary for the perfection of their appraisal rights within  
the time period and in the manner prescribed in Section 262. Within 120 days    
after the Effective Time, any stockholder who has theretofore complied with the 
applicable provisions of Section 262 will be entitled, upon written request, to 
receive from the Surviving Corporation a statement setting forth the aggregate  
number of shares of Cable Car Common Stock not voting in favor of the Merger    
Agreement and with respect to which demands for appraisal were received by Cable
Car and the number of holders of such shares. Such statement must be mailed     
within ten days after the written request therefor has been received by the     
Surviving Corporation or within ten days after the expiration of the period for 
delivery of demands for appraisal, whichever is later.                          

If a petition for an appraisal is timely filed, the Delaware Court is 
empowered, at the hearing on such petition, to determine which stockholders, if 
any, are entitled to appraisal rights. The Delaware Court may require the       
stockholders who have demanded an appraisal for their shares and who hold stock 
represented by certificates to submit their certificates of stock to the        
Register in Chancery for notation thereon of the pendency of the appraisal      
proceedings; and if any stockholder fails to comply                             

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with such direction, the Delaware Court may dismiss the proceedings as to such  
stockholder. After determining the stockholders entitled to appraisal, the      
Delaware Court will appraise the shares of Cable Car Common Stock owned by such 
stockholders, determining the fair value of such shares (exclusive of any       
element of value arising from the accomplishment or expectation of the Merger), 
together with a fair rate of interest, if any, to be paid upon the amount       
determined to be the fair value. In determining fair value, the Delaware Court  
is to take into account all relevant factors. The Delaware Supreme Court has    
stated that, in determining value in an appraisal proceeding, 'proof of value by
any techniques or methods which are generally considered acceptable in the      
financial community and otherwise admissible in court' should be considered.    

   Holders of shares of Cable Car Common Stock considering seeking appraisal
should recognize that the fair value of their shares determined under Section   
262 could be more than, the same as or less than the consideration they are     
entitled to receive pursuant to the Merger Agreement if they do not seek        
appraisal of their shares. The cost of the appraisal proceeding may be          
determined by the Delaware Court and taxed against the parties as the Delaware  
Court deems equitable in the circumstances. Each party must bear his or her own 
expenses of the proceeding, although upon application of a dissenting           
stockholder of Cable Car, the Delaware Court may order that all or a portion of 
the expenses incurred by any dissenting stockholder in connection with the      
appraisal proceeding, including, without limitation, reasonable attorney's fees 
and the fees and expenses of experts, be charged pro rata against the value of  
all shares of stock entitled to appraisal.                                      

Any holder of shares of Cable Car Common Stock who has duly demanded  
appraisal in compliance with Section 262 will not, after the Effective Time, be 
entitled to vote for any purpose any shares subject to demand or to receive     
payment of dividends or other distributions on such shares, except for dividends
or distributions payable to stockholders of record at a date prior to the       
Effective Time.                                                                 

   At any time within 60 days after the Effective Time, any stockholder will
have the right to withdraw such demand for appraisal and to accept the terms    
offered in the Merger Agreement; after this period, the stockholder may withdraw
such demand for appraisal only with the written consent of the Surviving        
Corporation, provided that, no appraisal proceeding in the Delaware Court shall 
be dismissed as to any stockholder without approval of the Delaware Court. If no
petition for appraisal is filed with the Delaware Court within 120 days after   
the Effective Time, stockholders' rights to appraisal shall cease, and all      
holders of shares of Cable Car Common Stock will be entitled to receive the     
consideration offered pursuant to the Merger Agreement.                         

MANAGEMENT OF SURVIVING CORPORATION 

EXECUTIVE OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION                   

  Pursuant to the Merger Agreement, the officers and directors of Mergerco
immediately prior to the Effective Time will become the officers and directors  
of the Surviving Corporation, each to hold office in accordance with the        
certificate of incorporation and bylaws of the Surviving Corporation then in    
effect and until the successor of each is duly elected and qualified.           

    The following table sets forth certain information regarding those persons
who will serve as the executive officers and directors of the Surviving         
Corporation, who have held such positions with Mergerco since September 1, 1997 
all of whom are U.S. citizens:                                                  

                                                        [Enlarge/Download Table]

                NAME                 AGE                        POSITIONS                    
                ----                 ---                        ---------                    
                                                                                             
John L. Barnes, Jr.................. 50   Director; Senior Vice President and Chief Financial
                                          Officer                                            
Brian L. Schorr..................... 39   Director; Executive Vice President and General     
                                          Counsel                                            
Eric D. Kogan....................... 34   Director, President                                
Francis T. McCarron................. 40   Senior Vice President -- Taxes                     
Stuart I. Rosen..................... 38   Vice President and Secretary                       

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In addition, at the Effective Time, pursuant to the Simpson Employment
Agreement, Mr. Simpson will be appointed the President and Chief Executive      
Officer of the Surviving Corporation to replace Mr. Kogan as President. It is   
also expected that the other officers of Cable Car will remain in the same      
offices with the Surviving Corporation. Additional information concerning       
Messrs. Barnes, Kogan, McCarron, Schorr and Rosen is incorporated herein by     
reference from Triarc's Annual Report on Form 10-K for the fiscal year ended    
December 31, 1996, as amended by amendments thereto filed with the Commission on
April 30, 1997 and May 21, 1997. Additional information concerning Mr. Simpson  
and the other current management of Cable Car is incorporated herein by         
reference from Cable Car's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1996, as amended by an amendment thereto filed with the Commission 
on May 1, 1997, copies of which are attached hereto as Appendices A-1 and A-2,  
respectively.                                                                   

SIMPSON EMPLOYMENT AGREEMENT                                                    

     Samuel M. Simpson, the President and Chief Executive Officer and a director
of Cable Car, currently has a three-year employment contract which provides for 
an annual salary of $175,000, an annual bonus based on Cable Car's revenues and 
earnings and certain other benefits. He has entered into an agreement with      
Triarc which provides that, upon the Effective Time, he will, and Triarc will   
cause the Surviving Corporation to, enter into the Simpson Employment Agreement,
which will supersede Mr. Simpson's existing employment agreement with Cable Car 
and provide for Mr. Simpson's employment as President and Chief Executive       
Officer of the Surviving Corporation and the Cable Car Subsidiaries, and a      
representative for the Triarc Beverage Group for the western United States. The 
Simpson Employment Agreement will have a three year term, subject to renewal for
additional one year periods. Mr. Simpson will receive an annual salary of       
$284,300 per year, which is subject to increase, but not decrease during the    
original term of the Simpson Employment Agreement in amounts determined by the  
Board of Directors of the Surviving Corporation, as well as certain other       
benefits.                                                                       

   Mr. Simpson will also be eligible to receive cash incentive compensation,
which for fiscal year 1997 is based on specified targets for Cable Car's net    
sales and adjusted net income and which for each of fiscal years 1998, 1999 and 
2000 is comprised of a bonus of $120,000 for such year should Cable Car's net   
sales for such year exceed $25 million, $27.5 million and $30 million,          
respectively. Mr. Simpson will be eligible to receive additional cash incentive 
compensation commencing with fiscal year 1998 comparable to that of other senior
executives of Triarc's operating subsidiaries, based on Cable Car's and Mr.     
Simpson's performance assessed for each fiscal year relative to objectives      
agreed to in advance between Mr. Simpson and the Cable Car Board, taking into   
account the financial profile of Cable Car compared to that of Triarc's other   
operating subsidiaries. Mr. Simpson will also participate in Triarc's stock     
option plan during the term of his employment in amounts comparable to that of  
other senior executives of Triarc's operating subsidiaries, taking into account 
the financial profile of Cable Car compared to that of Triarc's other operating 
subsidiaries. Mr. Simpson will also be entitled to a $400,000 cash bonus upon   
signing the Simpson Employment Agreement which is refundable to Cable Car on a  
pro rata basis should he leave his employment prior to the first anniversary of 
the Effective Time. The Simpson Employment Agreement also provides for the      
payment of a death benefit to Mr. Simpson's estate upon his death in an amount  
equal to one year of his then current base salary.                              

The Simpson Employment Agreement may be terminated upon Mr. Simpson's 
death, in the event that he becomes Disabled (as defined in the Simpson         
Employment Agreement), for 'cause' (as defined in the Simpson Employment        
Agreement) or upon Mr. Simpson's resignation. If Mr. Simpson's employment with  
Cable Car terminates prior to the end of the then current term under the Simpson
Employment Agreement by reason of his resignation or termination for cause, he  
will agree not to engage in (including as an employee, agent, consultant,       
manager, executive, owner or stockholder, except as a passive investor owning   
less than a two percent interest in a publicly held company) in any business or 
entity that is engaged in the beverage business for a period of 24 months, and  
if such termination occurs prior to the second anniversary of the Effective     
Time, he will be paid $10,000 per month during the term of the non-competition  
period. If Mr. Simpson chooses not to extend the Simpson Employment Agreement in
accordance with its terms, he will agree not to engage in the beverage business 
for a period of 18 months. Mr. Simpson will also agree that he will keep        
confidential                                                                    

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all nonpublic information relating to Cable Car and its subsidiaries and        
affiliates for a period of four years after the termination of his employment.  
Mr. Simpson's current employment agreement with Cable Car does not include      
similar non-competition and confidentiality provisions.                         

CERTAIN RELATIONSHIPS AMONG 
TRIARC, CABLE CAR AND THEIR AFFILIATES

Cable Car is party to a Stewart's Brands Distributing Agreement, dated
February 23, 1997, with Mr. Natural, Inc., a Delaware corporation and wholly    
owned subsidiary of Snapple ('Mr. Natural'). Pursuant to this agreement, Cable  
Car appointed Mr. Natural its exclusive distributor for Stewart's brand soft    
drinks packaged in bottles and cans for all five boroughs of New York City and  
Westchester County, New York. Triarc acquired all of the outstanding capital    
stock of Snapple on May 22, 1997. See 'The Companies -- Recent                  
Developments -- Triarc.'                                                        

DESCRIPTION OF TRIARC CAPITAL STOCK 

  The authorized capital stock of Triarc consists of 100,000,000 shares of
Triarc Class A common stock (referred to in this section as the 'Triarc Class A 
Common Stock'), 25,000,000 shares of Triarc Class B common stock (the 'Triarc   
Class B Common Stock' and, together with the Triarc Class A Common Stock, the   
'Triarc Common Shares') and 25,000,000 shares of Preferred Stock (the 'Triarc   
Preferred Stock'). As of the close of business on September 28, 1997, there were
outstanding 24,037,013 shares of Triarc Class A Common Stock, 5,997,662 shares  
of Triarc Class B Common Stock and no shares of Triarc Preferred Stock.         

 The relative preferences and rights of the Triarc capital stock are set
forth in the Triarc Charter. Set forth below is a summary description of the    
material terms of such rights and preferences, which is qualified by reference  
to the Triarc Charter.                                                          

TRIARC COMMON SHARES                                                            

  The holders of shares of Triarc Class A Common Stock are entitled to one
vote for each share held on record on all matters on which Triarc stockholders  
are entitled to vote, including the election of directors. Except as required by
Delaware law, the holders of shares of Triarc Class B Common Stock are not      
entitled to vote.                                                               

     Shares of Triarc Class A Common Stock and Triarc Class B Common Stock share
equally in any dividends or other distributions payable in either cash, capital 
stock of Triarc (other than Triarc Class A Common Stock or Triarc Class B Common
Stock) or other property of Triarc when, as and if declared by the Triarc Board.
If a dividend or distribution payable in Triarc Common Shares is declared on the
Triarc Common Shares, such dividend or distribution shall be made to the holders
of shares of Triarc Class A Common Stock in the form of shares of Triarc Class A
Common Stock and shall be made to the holders of shares of Triarc Class B Common
Stock in the form of shares of Triarc Class B Common Stock.                     

   No dividend, other than a stock dividend payable in Triarc Common Shares,
may be paid on the Triarc Common Shares if Triarc is in arrears on the payment  
of dividends on any outstanding Triarc Preferred Stock.                         

    In the event that Triarc shall liquidate, dissolve or be wound up, whether
voluntarily or involuntarily, to the extent assets remain after payment of      
creditors in full and after there shall have been paid or set aside for all     
Triarc Preferred Stock then outstanding the full preferential amounts to which  
they are entitled, the net assets of Triarc remaining will be divided ratably   
among the holders of the Triarc Class A Common Stock and the Triarc Class B     
Common Stock. The merger or consolidation of Triarc with or into any other      
corporation, the merger or consolidation of any other corporation with or into  
Triarc, or the sale, lease or conveyance of all or substantially all of its     
assets would not be deemed to be a liquidation, dissolution or winding up for   
this purpose.                                                                   

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The holders of Triarc Common Shares are not entitled as of right to   
purchase or subscribe for any shares of stock of any class whether heretofore or
hereafter authorized or issued, whether issued for cash, property, services or  
by way of a dividend.                                                           

  Shares of Triarc Class A Common Stock are not convertible. Each share of
Triarc Class B Common Stock is convertible, on a one-to-one basis, into one     
share of Triarc Class A Common Stock, provided that either (i) the holder of    
such share upon conversion is not an affiliate or relative of Victor Posner, or 
(ii) upon such conversion, such shares are placed into a voting trust and       
certain other conditions are met.                                               

TRIARC PREFERRED STOCK                                                          

The Triarc Charter authorizes the issuance of shares of 'blank check' 
preferred stock, which will have such designations, rights and preferences as   
may be determined from time to time by the Triarc Board. Accordingly, the Triarc
Board is empowered, without stockholder approval, to issue Triarc Preferred     
Stock with dividend, liquidation, conversion, voting or other rights which may  
adversely affect the voting power or other rights of the holders of Triarc      
Common Shares. As of the date of this Proxy Statement/Prospectus, there are no  
shares of Triarc Preferred Stock outstanding.                                   

PRINCIPAL HOLDERS OF CABLE CAR COMMON STOCK 

    The following table sets the beneficial ownership as of September 30, 1997
by each person known by Cable Car to be the beneficial owner of more than 5% of 
the outstanding shares of Cable Car Common Stock (constituting the only class of
capital stock of Cable Car), each director and 'named executive officer' (as    
defined in Item 402(a)(3) of Regulation S-K) of Cable Car as of September 30,   
1997, and all directors and officers of Cable Car as a group:                   

                                                        [Enlarge/Download Table]

                                                                AMOUNT OF SHARES AND                   
             NAME AND ADDRESS OF BENEFICIAL OWNER              NATURE OF OWNERSHIP(1)  PERCENT OF CLASS
             ------------------------------------              ----------------------  ----------------

                                                                                                       
Triarc Companies, Inc. .......................................        1,766,409(2)            19.7%    
  280 Park Avenue                                                                                      
  New York, NY 10017                                                                                   

Samuel M. Simpson.............................................        1,104,877(3)           12.35     
James P. McCloskey............................................                0                        
William H. Rutter.............................................          673,732(4)            7.53     
Myron D. Stadler..............................................           25,000                  *     

Directors and Executive Officers as group (4 persons).........        1,803,609              20.15%    

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

*  Less than 1%                                                                 

(1) The amounts reflected do not include options to purchase Cable Car Common   
    Stock. The foregoing persons have each indicated that they intend to convert
their Cable Car Options into options for Triarc Common Stock.           

(2) Comprised of the Subject Stock under the Stockholders Agreement, all of     
which shares are also reflected in the number of shares shown as held by
Messrs. Simpson and Rutter.                                             

(3) Includes 381,234 shares held by Mr. Simpson's spouse as to which he         
disclaims beneficial ownership.                                         

(4) Includes 7,200 shares held by Mr. Rutter's spouse as to which he disclaims  
beneficial ownership.                                                   

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PRINCIPAL HOLDERS OF VOTING SECURITIES
OF TRIARC COMPANIES, INC. 

     The following table sets forth the beneficial ownership as of September 28,
1997 by each person known by Triarc to be the beneficial owner of more than 5%  
of the outstanding shares of Class A Common Stock (constituting the only class  
of voting capital stock of Triarc), each director and 'named executive officer' 
(as defined in Item 402(a)(3) of Regulation S-K) of Triarc as of September 28,  
1997, and all directors and executive officers as a group.                      

                                                        [Enlarge/Download Table]

                                                                    AMOUNT OF SHARES AND                         
              NAME AND ADDRESS OF BENEFICIAL OWNER                 NATURE OF OWNERSHIP(1)        PERCENT OF CLASS
-----------------------------------------------------------------  ----------------------        ----------------

                                                                                                                 
DWG Acquisition Group, L.P. .....................................         5,982,867(2)                  24.9%    
  1201 North Market Street                                                                                       
  Wilmington, DE 19801                                                                                           
Nelson Peltz ....................................................         6,975,767(2)(3)(4)(5)         27.9     
  280 Park Avenue                                                                                                
  New York, NY 10017                                                                                             
Peter W. May ....................................................         6,653,000(2)(3)(6)            27.0     
  280 Park Avenue                                                                                                
  New York, NY 10017                                                                                             
William Ehrman ..................................................         1,500,793(7)(8)                6.2     
Frederick Ketcher                                                                                                
Jonas Gertsl                                                                                                     
Frederic Greenberg                                                                                               
James McLaren                                                                                                    
  300 Park Avenue                                                                                                
  New York, NY 10022                                                                                             
Hugh L. Carey....................................................            28,036(9)                     *     
Clive Chajet.....................................................            27,300(10)                    *     
Stanley R. Jaffe.................................................            29,028(9)                     *     
Joseph A. Levato.................................................           148,000(11)                    *     
David E. Schwab II...............................................            23,000(9)                     *     
Raymond S. Troubh................................................            39,500(9)                     *     
Gerald Tsai, Jr..................................................            39,306(12)                    *     
Brian L. Schorr..................................................           111,990(13)                    *     
John L. Cohlan...................................................            88,833(14)                    *     
Eric D. Kogan....................................................            68,000(15)                    *     
Directors and Executive Officers as a group (22 persons).........         8,668,460                     32.8%    

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

*   Less than 1%                                                                

(1) Except as otherwise indicated, each person has sole voting and dispositive
power with respect to such shares.                                    

(2) The Company is informed that DWG Acquisition has pledged such shares to a 
  financial institution on behalf of Messrs. Peltz and May to secure loans
made to them.                                                         

(3) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and 
Mr. May are the sole general partners.                                

 (4) Includes 200 shares owned by a family trust of which Mr. Peltz is a general
partner and 800 shares owned by minor children of Mr. Peltz. Mr. Peltz
disclaims beneficial ownership of these shares.                       

(5) Includes options to purchase 965,000 shares of Triarc Class A Common Stock
which have vested or will vest within 60 days of September 28, 1997.  

(6) Includes options to purchase 643,333 shares of Triarc Class A Common Stock
which have vested or will vest within 60 days of September 28, 1997.  

                                              (footnotes continued on next page)

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(footnotes continued from previous page)                                        

 (7) The information set forth herein with respect to Messrs. Ehrman, Greenberg,
   Ketcher, Gertsl and McLaren is based solely on information contained in a
Schedule 13D, dated July 16, 1996, filed pursuant to the Securities   
Exchange Act of 1934, as amended.                                     

(8) Includes an aggregate of 1,365,793 shares of Triarc Class A Common Stock  
   that Messrs. Ehrman, Ketcher, Gertsl, Greenberg and McLaren may be deemed
     to beneficially own as general partners of EGS Associates, L.P., a Delaware
 limited partnership, EGS Partners, L.L.C., a Delaware limited liability
company, Bev Partners, L.P., a Delaware limited partnership, and Jonas
  Partners, L.P., a Delaware limited partnership. Also includes (i) 55,150
shares of Triarc Class A Common Stock owned directly by Mr. Ehrman and
39,150 shares of Triarc Class A Common Stock owned by members of Mr.  
Ehrman's immediate family; (ii) 23,600 shares of Triarc Class A Common
Stock owned directly by Mr. Ketcher and 1,100 shares of Triarc Class A
  Common Stock owned by a member of Mr. Ketcher's immediate family and his
mother-in-law, (iii) 2,500 shares of Triarc Class A Common Stock owned
directly by Mr. Gertsl and 8,500 shares of Triarc Class A Common Stock
   owned by a member of Mr. Gertsl's immediate family; and (iv) 2,000 shares
  of Triarc Class A Common Stock owned directly by Mr. Greenberg and 3,000
    shares of Triarc Class A Common Stock owned by a member of Mr. Greenberg's
immediate family.                                                     

(9) Includes options to purchase 19,500 shares of Triarc Class A Common Stock 
which have vested or will vest within 60 days of September 28, 1997.  

(10) Includes options to purchase 19,500 shares of Triarc Class A Common Stock  
 which have vested or will vest within 60 days of September 28, 1997 and
1,300 shares owned by Mr. Chajet's wife, as to which shares Mr. Chajet
disclaims beneficial ownership.                                       

(11) Includes options to purchase 120,000 shares of Triarc Class A Common Stock 
which have vested or will vest within 60 days of September 28, 1997.  

(12) Includes options to purchase 22,500 shares of Triarc Class A Common Stock  
which have vested or will vest within 60 days of September 28, 1997.  

(13) Includes options to purchase 105,000 shares of Triarc Class A Common Stock 
which have vested or will vest within 60 days of September 28, 1997.  

(14) Includes options to purchase 76,333 shares of Triarc Class A Common Stock  
  which have vested or will vest within 60 days of September 28, 1997. Mr.
Cohlan resigned as an officer of Triarc as of September 1, 1997.      

(15) Includes options to purchase 59,000 shares of Triarc Class A Common Stock  
which have vested or will vest within 60 days of September 28, 1997.  

------------------------
The foregoing table does not include 5,997,622 shares of Triarc's     
non-voting Class B Common Stock owned by Victor Posner and certain affiliates of
Victor Posner as a result of a Settlement Agreement dated January 9, 1995 by and
among Victor Posner, certain affiliates of Victor Posner and Triarc. For        
information regarding this Settlement Agreement, see 'Item 1.                   
Business -- Introduction -- New Ownership; Posner Settlement' in Triarc's Annual
Report on Form 10-K for the year ended December 31, 1995. The shares of Triarc  
Class B Common Stock can be converted without restriction into an equal number  
of shares of Triarc Class A Common Stock following a transfer to a non-affiliate
of Mr. Posner. Triarc has certain rights of first refusal if such shares are    
proposed to be sold to an unaffiliated party. If the 5,997,622 currently        
outstanding shares of the Triarc Class B Common Stock were converted into shares
of Triarc Class A Common Stock, such shares would constitute approximately 20.0%
of the then outstanding shares of Triarc Class A Common Stock as of September   
28, 1997. None of the directors or officers of Triarc beneficially owned any    
Triarc Class B Common Stock as of September 28, 1997. Except for the            
arrangements relating to the shares described in footnote (2) to the foregoing  
table, there are no arrangements known to Triarc the operation of which may at a
subsequent date result in a change in control of Triarc.                        

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TRIARC COMPANIES, INC. AND SUBSIDIARIES 
UNAUDITED PRO FORMA 
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

    The following unaudited pro forma (i) condensed consolidated balance sheet
of Triarc Companies, Inc. and subsidiaries (the 'Company') as of June 29, 1997  
and (ii) condensed consolidated statement of operations of the Company for the  
year ended December 31, 1996 and for the six months ended June 29, 1997 have    
been prepared by adjusting such financial statements, as derived and condensed, 
as applicable, from (i) the consolidated financial statements in Triarc's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (the 'Triarc    
Form 10-K'), audited by Deloitte & Touche LLP and (ii) the unaudited condensed  
consolidated financial statements in Triarc's Quarterly Report on Form 10-Q for 
the fiscal quarter ended June 29, 1997 (the 'Triarc Form 10-Q'). Such           
adjustments to the condensed consolidated balance sheet as of June 29, 1997     
reflect first, the C&C Sale on July 18, 1997 as previously reported in Triarc's 
Current Report on Form 8-K filed on August 4, 1997 and second, the proposed     
Merger (referred to in these financial statements as the 'Cable Car             
Acquisition'). Such adjustments for the condensed consolidated statement of     
operations for the year ended December 31, 1996 and the six months ended June   
29, 1997 reflect first, the 1997 Transactions, consisting of (a) the Arby's     
Restaurants Sale on May 5, 1997 as previously reported in Triarc's Current      
Report on Form 8-K/A filed on August 4, 1997, (b) the C&C Sale (collectively    
with the Arby's Restaurants Sale, the 'Sales') and (c) the Snapple Acquisition  
on May 22, 1997, and second, the Cable Car Acquisition.                         

The combined statements of certain revenues and operating expenses of 
Snapple for the year ended December 31, 1996 and for the period from January 1, 
1997 to the May 22, 1997 Acquisition date included in the unaudited pro forma   
condensed consolidated financial statements have been derived and condensed, as 
applicable, from (i) the combined financial statements for the year ended       
December 31, 1996 (the 'Snapple 1996 Financial Statements') audited by Arthur   
Andersen LLP and (ii) the combination of (a) unaudited combined financial       
statements for the three months ended March 31, 1997 (the 'Snapple March 1997   
Financial Statements' and collectively with the Snapple 1996 Financial          
Statements, the 'Snapple Financial Statements') and (b) the Snapple unaudited   
combined statement of certain revenues and operating expenses for the period    
from April 1, 1997 to May 22, 1997 (the 'Snapple May 22, 1997 Financial         
Statements'). The Snapple Financial Statements are included in Triarc's Current 
Report on Form 8-K/A filed on August 5, 1997. The Snapple May 22, 1997 Financial
Statements were provided to the Company by Quaker.                              

The consolidated balance sheet of Cable Car as of June 30, 1997 and   
consolidated statements of operations of Cable Car for the year ended December  
31, 1996 and for the six months ended June 30, 1997 included in the unaudited   
pro forma condensed consolidated financial statements have been derived and     
condensed, as applicable, from: (i) the consolidated financial statements for   
the year ended December 31, 1996 audited by Price Waterhouse L.L.P. as set forth
in Cable Car's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, a copy of which is attached hereto as Appendix A-1, and (ii) the unaudited
consolidated financial statements for the six months ended June 30, 1997 as set 
forth in Cable Car's Quarterly Report on Form 10-Q for the fiscal quarter ended 
June 30, 1997, a copy of which is attached hereto as Appendix A-3.              

The allocation of the purchase price of Snapple and the pro forma     
adjustments for the allocation of the purchase price of Cable Car on the pro    
forma condensed consolidated balance sheet and the effect thereof on pro forma  
adjustments to the pro forma condensed consolidated statements of operations are
based on preliminary estimates and are subject to finalization. The pro forma   
condensed consolidated financial statements have been prepared as if the Cable  
Car Acquisition and the C&C Sale had occurred as of June 29, 1997 for the pro   
forma condensed consolidated balance sheet and all of the above transactions had
occurred as of January 1, 1996 for the pro forma condensed consolidated         
statements of operations. Such pro forma adjustments are described in the       
accompanying notes to the pro forma condensed consolidated balance sheet and    
statements of operations which should be read in conjunction with such          
statements. The Unaudited Pro Forma Condensed Consolidated Financial Statements 
should also be read in conjunction with the Company's audited consolidated      
financial statements and management's discussion and analysis of financial      
condition and results of operations appearing in the Triarc Form 10-K, the      
Company's unaudited condensed consolidated financial                            

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statements and management's discussion and analysis of financial condition and  
results of operations appearing in the Triarc Form 10-Q, the Snapple Financial  
Statements and the Cable Car Financial Statements. The Unaudited Pro Forma      
Condensed Consolidated Financial Statements do not purport to be indicative of  
the actual financial position or results of operations of the Company had such  
transactions actually been consummated on June 29, 1997 and January 1, 1996,    
respectively, or of the future financial position or results of operations of   
the Company.                                                                    

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TRIARC COMPANIES, INC. AND SUBSIDIARIES 
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 29, 1997 

                                                        [Enlarge/Download Table]

                                                                                                     ADJUSTMENTS                
                                                              ADJUSTMENTS    PRO FORMA    CABLE CAR    FOR THE                  
                                                      AS      FOR THE C&C     FOR THE        AS       CABLE CAR                 
                                                   REPORTED      SALE         C&C SALE    REPORTED   ACQUISITION      PRO FORMA 
                                                  ----------  -----------    ----------   ---------  -----------      ----------
                                                                                 (IN THOUSANDS)                                 
                                                                                                                                
                     ASSETS                                                                                                     
Current assets:                                                                                                                 
     Cash and cash equivalents................... $   71,349    $   750(a)   $   72,099     $1,229     $     --       $   73,328
     Short-term investments......................     59,724         --          59,724         --           --           59,724
     Receivables, net............................    133,570        703(a)      134,273      2,694           --          136,967
     Inventories.................................     87,669         --          87,669      3,247           --           90,916
     Deferred income tax benefit.................     43,647         --          43,647        520           --           44,167
     Prepaid expenses and other current assets...     12,039         --          12,039         86           --           12,125
                                                  ----------  -----------    ----------   ---------  -----------      ----------
          Total current assets...................    407,998      1,453         409,451      7,776           --          417,227
Investment in Cable Car..........................         --         --              --         --       34,601(i)            --
                                                                                                        (34,601)(ii)            
Properties, net..................................    121,926         (2)(a)     121,924        128           --          122,052
Unamortized costs in excess of net assets of                                                                                    
  acquired companies.............................    290,593         --         290,593        550       20,117(ii)      311,260
Trademarks.......................................    264,633     (1,575)(a)     263,058        193       11,107(ii)      274,358
Deferred costs, deposits and other assets........     71,840      5,300(a)       77,140        121          (21)(ii)      77,240
                                                  ----------  -----------    ----------   ---------  -----------      ----------
                                                  $1,156,990    $ 5,176      $1,162,166     $8,768     $ 31,203       $1,202,137
                                                  ----------  -----------    ----------   ---------  -----------      ----------
                                                  ----------  -----------    ----------   ---------  -----------      ----------

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TRIARC COMPANIES, INC. AND SUBSIDIARIES 
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET -- (CONTINUED) 
JUNE 29, 1997 

                                                                [Download Table]

                                             ADJUSTMENTS      PRO FORMA  
                                    AS         FOR THE         FOR THE   
                                 REPORTED     C&C SALE         C&C SALE  
                                ----------   -----------      ---------- 
                                             (IN THOUSANDS)              
                                                                         
LIABILITIES AND STOCKHOLDERS'                                            
        EQUITY DEFICIT                                                   
Current liabilities:                                                     
     Current portion of                                                  
       long-term debt.........  $   15,777     $    --        $   15,777 
     Accounts payable.........      60,905          --            60,905 
     Accrued expenses and                                                
       other current                                                     
       liabilities............     177,879         681(a)        178,736 
                                                   176(a)                
                                ----------   -----------      ---------- 
          Total current                                                  
            liabilities.......     254,561         857           255,418 

Long-term debt................     767,737          --           767,737 
Deferred income taxes.........      78,834          --            78,834 
Deferred income and other                                                
  liabilities.................      50,395       4,015(a)         54,410 
Minority interests............      29,859          --            29,859 
Stockholders' equity                                                     
  (deficit):                                                             
     Common stock.............       3,398          --             3,398 
     Additional paid-in                                                  
       capital................     163,752          --           163,752 
     Accumulated deficit......    (147,124)        304(a)       (146,820)
     Treasury stock...........     (45,000)         --           (45,000)
     Other....................         578          --               578 
                                ----------   -----------      ---------- 

          Total stockholders'                                            
            equity                                                       
            (deficit).........     (24,396)        304           (24,092)
                                ----------   -----------      ---------- 
                                $1,156,990     $ 5,176        $1,162,166 
                                ----------   -----------      ---------- 
                                ----------   -----------      ---------- 


                               CABLE     ADJUSTMENTS                     
                                CAR        FOR THE                       
                                 AS       CABLE CAR                      
                              REPORTED   ACQUISITION     PRO FORMA       
                              --------   -----------     ----------      
                                       (IN THOUSANDS)                    
                                                                         
LIABILITIES AND STOCKHOLDERS'                                            
        EQUITY DEFICIT                                                   
Current liabilities:                                                     
     Current portion of                                                  
       long-term debt.........$    --      $    --       $   15,777      
     Accounts payable.........    795           --           61,700      
     Accrued expenses and                                                
       other current                                                     
       liabilities............  1,625        1,200(i)       181,561      

                              --------   -----------     ----------      
          Total current                                                  
            liabilities.......  2,420        1,200          259,038      
Long-term debt................     --           --          767,737      
Deferred income taxes.........   (404)       3,354(ii)       81,784      
Deferred income and other                                                
  liabilities.................     --           --           54,410      
Minority interests............     --           --           29,859      
Stockholders' equity                                                     
  (deficit):                                                             
     Common stock.............     90          157(i)         3,555      
                                               (90)(ii)                  
     Additional paid-in                                                  
       capital................  9,899       33,244(i)       196,996      
                                            (9,899)(ii)                  
     Accumulated deficit...... (3,208)       3,208(ii)     (146,820)     
     Treasury stock...........    (29)          29(ii)      (45,000)     
     Other....................     --           --              578      
                              --------   -----------     ----------      
          Total stockholders'                                            
            equity                                                       
            (deficit).........  6,752       26,649            9,309      
                              --------   -----------     ----------      
                              $ 8,768      $31,203       $1,202,137      
                              --------   -----------     ----------      
                              --------   -----------     ----------      

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
BALANCE SHEET 

C&C SALE PRO FORMA ADJUSTMENTS                                                  

     (a) To reflect the C&C Sale consisting of the C&C trademark and equipment
      related to the operation of the C&C beverage line to Kelco for the
         proceeds of $750,000 in cash and an $8,650,000 note (the 'Note') with
         a discounted value of $6,003,000 consisting of $4,373,000 relating to
        the C&C Sale and $2,380,000 relating to future revenues. The Note is
classified $703,000 as current receivables and $5,300,000 as
         non-current deferred costs, deposits and other assets. 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 and (ii) $284,000 relating to future technical services to be
         performed for Kelco by the Company, both under a contract with Kelco.
       Such deferred revenues are classified $231,000 as 'Accrued expenses
          and other current liabilities' and $2,149,000 as non-current 'Deferred
income and other liabilities'. 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 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 Note since realization of the Note is not
     yet fully assured. As such, $480,000 of such pretax gain has been
         recognized currently which, less taxes of $176,000 at the incremental
    income tax rate of 36.6%, results in a net gain of $304,000. The
remaining $2,316,000 has been deferred, of which $450,000 is
      classified as 'Accrued expenses and other current liabilities' and
      $1,866,000 is classified as non-current 'Deferred income and other
current liabilities'.                                       

CABLE CAR ACQUISITION PRO FORMA ADJUSTMENTS                                     

(i) To reflect the Company's investment in Cable Car of $34,601,000 
          consisting of (a) the assumed value of $31,727,000 as of a recent date
      of 1,566,731 shares (including 25,830 shares in respect of 150,000
        shares of Cable Car Common Stock to be issued prior to the Effective
Time in connection with the amendment of Cable Car's license
      agreements with Stewart's Restaurants) of Triarc Common Stock, par
   value $.10 per share, to be issued in the Merger (based upon an
        assumed average Triarc share price of $20 1/4, which was the closing
        market price for Triarc Common Stock as reported in the consolidated
         transaction reporting system as of September 29, 1997 (the 'September
   29, 1997 Market Price'), (b) the assumed value of $2,274,000 of
          155,411 options to purchase an equal number of shares of Triarc Common
          Stock with below market option prices (as of the assumed issuance date
         of September 29, 1997) based upon the September 29, 1997 Market Price
         for Triarc Common Stock issued in exchange for all of the outstanding
    Cable Car Options and (c) $600,000 of an aggregate $1,200,000 of
          estimated expenses, of which the remaining $600,000 is attributable to
          this registration of the 1,566,731 shares of Triarc Common Stock under
       the Securities Act and, accordingly, charged to 'Additional paid-in
         capital'. The number of shares of Triarc Common Stock actually issued
in the Merger may vary. See 'The Proposed Merger and Related
Matters -- Conversion of Shares of Cable Car Stock'.        

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
BALANCE SHEET -- (CONTINUED)

(ii) To reflect the preliminary estimated allocation of the purchase price of   
Cable Car as follows (in thousands):                                  

                                                        [Enlarge/Download Table]

                                                                                                DEBIT   
                                                                                               (CREDIT) 
                                                                                               -------- 
                                                                                                        
Adjust 'Trademarks' to write up the trademarks and tradenames ($7,000) and distribution                 
  network ($4,107) to fair value in accordance with an independent appraisal.................  $ 11,107 
Adjust 'Deferred costs, deposits and other assets' to eliminate organization costs...........       (21)
Adjust 'Deferred income taxes' for the adjustments above and the effect of the converted                
  Cable Car Options in (i) above.............................................................    (3,354)
Eliminate the 'Common stock' ($90), 'Additional paid-in-capital' ($9,899), Accumulated                  
  deficit' ($3,208) and 'Treasury stock' ($29) of Cable Car..................................     6,752 
Eliminate the Company's investment in Cable Car..............................................   (34,601)
Adjust 'Unamortized costs in excess of net assets of acquired companies' to eliminate the               
  historical Goodwill of Cable Car and record the excess of the Company's investment in Cable           
  Car over the adjusted net assets of Cable Car..............................................    20,117 
                                                                                               -------- 
                                                                                               $     -- 
                                                                                               -------- 
                                                                                               -------- 

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TRIARC COMPANIES, INC. AND SUBSIDIARIES 
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]

                                                          ADJUSTMENTS        PRO FORMA   
                                                         FOR THE SALES     FOR THE SALES 
                                   AS                   AND THE SNAPPLE   AND THE SNAPPLE
                                REPORTED     SNAPPLE      ACQUISITION       ACQUISITION  
                                --------    ---------   ---------------   ---------------
                                          (IN THOUSANDS EXCEPT PER SHARE DATA)           

                                                                                         
Revenues:                                                                                
    Net sales.................  $931,920    $ 550,800      $(228,031)(a)    $ 1,243,526  
                                                                 444(f)                  
                                                             (11,607)(g)                 
    Royalties, franchise fees                                                            
      and other revenues......    57,329           --          9,121(b)          66,510  
                                                                  60(f)                  
                                --------    ---------   ---------------   ---------------
                                 989,249      550,800       (230,013)         1,310,036  
                                --------    ---------   ---------------   ---------------
Costs and expenses:                                                                      
    Cost of sales.............   652,109      352,900       (187,535)(a)        807,354  
                                                                 178(f)                  
                                                             (10,298)(g)                 
    Advertising, selling and                                                             
      distribution............   139,662      188,400        (24,764)(a)        294,770  
                                                              (1,702)(g)                 
                                                              (6,826)(j)                 
    General and                                                                          
      administrative..........   131,357       93,900         (9,913)(a)        169,588  
                                                                (434)(g)                 
                                                             (45,322)(k)                 
    Reduction in carrying                                                                
      value of long-lived                                                                
      assets impaired or to be                                                           
      disposed of.............    64,300           --        (58,900)(a)          5,400  
    Facilities relocation and                                                            
      corporate                                                                          
      restructuring...........     8,800       16,600         (2,400)(a)         23,000  
                                --------    ---------   ---------------   ---------------
                                 996,228      651,800       (347,916)         1,300,112  
                                --------    ---------   ---------------   ---------------
    Operating profit (loss)...    (6,979)    (101,000)       117,903              9,924  
Interest expense..............   (73,379)          --          8,421(c)         (93,505) 
                                                                (273)(f)                 
                                                             (28,274)(m)                 
Gain on sale of businesses,                                                              
  net.........................    77,000           --             --             77,000  
Other income, net.............     7,996           --             16(g)           8,695  
                                                                 683(h)                  
                                --------    ---------   ---------------   ---------------
    Income (loss) before                                                                 
      income taxes and                                                                   
      minority interests......     4,638     (101,000)        98,476              2,114  
Provision for income taxes....   (11,294)          --        (28,406)(e)        (11,321) 
                                                                (578)(i)                 
                                                              28,957(n)                  
Minority interests in income                                                             
  of consolidated                                                                        
  subsidiary..................    (1,829)          --             --             (1,829) 
                                --------    ---------   ---------------   ---------------
    Income (loss) before                                                                 
      extraordinary items.....  $ (8,485)   $(101,000)     $  98,449        $   (11,036) 
                                --------    ---------   ---------------   ---------------
                                --------    ---------   ---------------   ---------------
    Income (loss) before                                                                 
      extraordinary items per                                                            
      share...................  $   (.28)                                   $      (.37) 
                                --------                                  ---------------
                                --------                                  ---------------


                                          ADJUSTMENTS                                    
                              CABLE CAR     FOR THE                                      
                                  AS       CABLE CAR                                     
                               REPORTED   ACQUISITION      PRO FORMA                     
                              ----------  -----------      ----------                    
                                (IN THOUSANDS EXCEPT PER SHARE DATA)                     
                                                                                         
Revenues:                                                                                
    Net sales.................$  18,873     $    --        $1,262,399                    

    Royalties, franchise fees                                                            
      and other revenues......       --          --            66,510                    

                              ----------  -----------      ----------                    
                                 18,873          --         1,328,909                    
                              ----------  -----------      ----------                    
Costs and expenses:                                                                      
    Cost of sales.............   13,671          --           821,025                    

    Advertising, selling and                                                             
      distribution............    1,994          --           296,764                    

    General and                                                                          
      administrative..........    1,197       1,239(i)        172,024                    

    Reduction in carrying                                                                
      value of long-lived                                                                
      assets impaired or to be                                                           
      disposed of.............       --          --             5,400                    
    Facilities relocation and                                                            
      corporate                                                                          
      restructuring...........       --          --            23,000                    
                              ----------  -----------      ----------                    
                                 16,862       1,239         1,318,213                    
                              ----------  -----------      ----------                    
    Operating profit (loss)...    2,011      (1,239)           10,696                    
Interest expense..............       --          --           (93,505)                   

Gain on sale of businesses,                                                              
  net.........................       --          --            77,000                    
Other income, net.............       53          --             8,748                    

                              ----------  -----------      ----------                    
    Income (loss) before                                                                 
      income taxes and                                                                   
      minority interests......    2,064      (1,239)            2,939                    
Provision for income taxes....     (807)        471(ii)       (11,657)                   

Minority interests in income                                                             
  of consolidated                                                                        
  subsidiary..................       --          --            (1,829)                   
                              ----------  -----------      ----------                    
    Income (loss) before                                                                 
      extraordinary items.....$   1,257     $  (768)       $  (10,547)                   
                              ----------  -----------      ----------                    
                              ----------  -----------      ----------                    
    Income (loss) before                                                                 
      extraordinary items per                                                            
      share...................                             $     (.34)(iii)              
                                                           ----------                    
                                                           ----------                    

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TRIARC COMPANIES, INC. AND SUBSIDIARIES 
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 29, 1997

                                                        [Enlarge/Download Table]

                                                                  ADJUSTMENTS        PRO FORMA                ADJUSTMENTS 
                                               PREACQUISITION    FOR THE SALES     FOR THE SALES   CABLE CAR    FOR THE   
                                       AS        PERIOD OF      AND THE SNAPPLE   AND THE SNAPPLE     AS       CABLE CAR  
                                    REPORTED      SNAPPLE         ACQUISITION       ACQUISITION    REPORTED   ACQUISITION 
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
                                                             (IN THOUSANDS EXCEPT PER SHARE DATA)                         
                                                                                                                          
Revenues:                                                                                                                 
    Net sales...................... $401,882    $    172,400      $   (74,195)(a)    $ 493,930      $12,747      $  --    
                                                                          222(f)                                          
                                                                       (6,379)(g)                                         
    Royalties, franchise fees and                                                                                         
      other revenues...............   29,641              --            2,968(b)        32,639           --         --    
                                                                           30(f)                                          
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
                                     431,523         172,400          (77,354)         526,569       12,747         --    
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
Costs and expenses:                                                                                                       
    Cost of sales..................  255,406         100,600          (59,127)(a)      291,180        9,124         --    
                                                                           89(f)                                          
                                                                       (5,788)(g)                                         
    Advertising, selling and                                                                                              
      distribution.................   80,792          58,700           (8,145)(a)      127,944        1,386         --    
                                                                         (396)(g)                                         
                                                                       (3,007)(j)                                         
    General and administrative.....   66,872          28,200           (3,319)(a)       81,542          997        612(i) 
                                                                         (256)(g)                                         
                                                                       (9,955)(k)                                         
    Facilities relocation and                                                                                             
      corporate restructuring......    7,350              --           (5,597)(a)        1,753           --         --    
    Acquisition related............   32,440              --               --           32,440           --         --    
    Loss on assets held for sale...       --       1,414,600       (1,414,600)(l)           --           --         --    
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
                                     442,860       1,602,100       (1,510,101)         534,859       11,507        612    
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
    Operating profit (loss)........  (11,337)     (1,429,700)       1,432,747           (8,290)       1,240       (612)   
Interest expense...................  (33,963)             --            2,756(c)       (42,036)          --         --    
                                                                          140(f)                                          
                                                                      (10,969)(m)                                         
Other income, net..................    6,912              --            1,798(d)         8,427           31         --    
                                                                           69(g)                                          
                                                                         (352)(h)                                         
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
    Income (loss) before income                                                                                           
      taxes and minority                                                                                                  
      interests....................  (38,388)     (1,429,700)       1,426,189          (41,899)       1,271       (612)   
Benefit from (provision for) income                                                                                       
  taxes............................    9,213              --           (3,701)(e)       10,007         (578)       233(ii)
                                                                         (184)(i)                                         
                                                                        4,679(n)                                          
Minority interests in income of                                                                                           
  consolidated subsidiary..........   (3,171)             --               --           (3,171)          --         --    
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
    Income (loss) before                                                                                                  
      extraordinary items.......... $(32,346)   $ (1,429,700)     $ 1,426,983        $ (35,063)     $   693      $(379)   
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
                                    --------   --------------   ---------------   ---------------  ---------  ----------- 
    Income (loss) before                                                                                                  
      extraordinary items per                                                                                             
      share........................ $  (1.08)                                        $   (1.17)                           
                                    --------                                      ---------------                         
                                    --------                                      ---------------                         



                                       PRO                                                                                
                                      FORMA                                                                               
                                     --------                                                                             
                        (IN THOUSANDS EXCEPT PER SHARE DATA)                                                              
                                                                                                                          
Revenues:                                                                                                                 
    Net sales......................  $506,677                                                                             

    Royalties, franchise fees and                                                                                         
      other revenues...............    32,639                                                                             

                                     --------                                                                             
                                      539,316                                                                             
                                     --------                                                                             
Costs and expenses:                                                                                                       
    Cost of sales..................   300,304                                                                             

    Advertising, selling and                                                                                              
      distribution.................   129,330                                                                             

    General and administrative.....    83,151                                                                             

    Facilities relocation and                                                                                             
      corporate restructuring......     1,753                                                                             
    Acquisition related............    32,440                                                                             
    Loss on assets held for sale...        --                                                                             
                                     --------                                                                             
                                      546,978                                                                             
                                     --------                                                                             
    Operating profit (loss)........    (7,662)                                                                            
Interest expense...................   (42,036)                                                                            

Other income, net..................     8,458                                                                             

                                     --------                                                                             
    Income (loss) before income                                                                                           
      taxes and minority                                                                                                  
      interests....................   (41,240)                                                                            
Benefit from (provision for) income                                                                                       
  taxes............................     9,662                                                                             

Minority interests in income of                                                                                           
  consolidated subsidiary..........    (3,171)                                                                            
                                     --------                                                                             
    Income (loss) before                                                                                                  
      extraordinary items..........  $(34,749)                                                                            
                                     --------                                                                             
                                     --------                                                                             
    Income (loss) before                                                                                                  
      extraordinary items per                                                                                             
      share........................  $  (1.10)(iii)                                                                       
                                     --------                                                                             
                                     --------                                                                             

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
STATEMENTS OF OPERATIONS

ARBY'S RESTAURANTS SALE PRO FORMA ADJUSTMENTS                                   

    (a) To reflect the elimination of the sales, cost of sales, advertising,
selling and distribution expenses and allocated general and 
          administrative expenses, the reduction in carrying value of long-lived
        assets impaired or to be disposed of for the year ended December 31,
          1996 related to the sold restaurants and the portion of the facilities
 relocation and corporate restructuring charge associated with
      restructuring the restaurant segment in connection with the Arby's
       Restaurants Sale. The allocated general and administrative expenses
         reflect the portion of the Company's total general and administrative
   expenses allocable to the operating results associated with the
     restaurants sold as determined by management of the Company. Such
  allocated amounts consist of (i) salaries, bonuses, travel and
         entertainment expenses, supplies, training and other expenses related
        to area managers who had responsibility for the day-to-day operation
     of the sold restaurants and (ii) the portion of general corporate
          overhead (e.g. accounting, human resources, marketing, etc.) estimated
to be avoided as a result of the Company no longer operating
        restaurants. Since the Company no longer owns Arby's restaurants but
     continues to operate as an Arby's franchisor, it is undertaking a
        reorganization of its restaurant segment eliminating 65 positions in
    its corporate and field administrative offices and significantly
         reducing leased office space. The effect of the elimination of income
        and expenses of the sold restaurants is significantly greater in the
      year ended December 31, 1996 as compared with the six months ended
        June 29, 1997 principally due to two 1996 eliminations which did not
          recur in the 1997 period for (i) the $58,900,000 reduction in carrying
       value of long-lived assets associated with the restaurants sold and
          (ii) depreciation and amortization on the long-lived restaurant assets
          sold, which had been written down to their estimated fair values as of
       December 31, 1996 and were no longer depreciated or amortized while
they were held for sale.                                    

     (b) To reflect royalties on the sales of the sold restaurants at the rate
of 4%.                                                      

(c) To reflect a reduction to interest expense relating to the debt 
assumed by RTM.                                             

(d) To reflect the elimination of the $2,342,000 loss on sale of    
          restaurants and a $544,000 (only the portion related to the restaurant
          headquarters) gain on termination of a portion of the Fort Lauderdale,
  Florida headquarters lease for space no longer required by the
          restaurant segment as a result of the Arby's Restaurants Sale recorded
in the six months ended June 29, 1997.                      

 (e) To reflect the income tax effects of the above at the incremental
income tax rate of 38.9%.                                   

C&C SALE PRO FORMA ADJUSTMENTS                                                  

    (f) To reflect (i) realization of deferred revenues based on the portion
          of the minimum take-or-pay commitment for sales of concentrate for C&C
       products to Kelco to be fulfilled and fees related to the technical
      services to be performed, both under the contract with Kelco, (ii)
         imputation of interest on the deferred revenues and (iii) recognition
of the estimated cost of the concentrate to be sold.        

(g) To reflect the elimination of sales, cost of sales, advertising,
          selling and distribution expenses, general and administrative expenses
and other expense related to the C&C beverage line.         

(h) To reflect accretion of the discount on the portion of the Note 
relating to the C&C Sale.                                   

 (i) To reflect the income tax effects of the above at the incremental
income tax rate of 36.6%.                                   

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
STATEMENTS OF OPERATIONS -- (CONTINUED) 

SNAPPLE ACQUISITION PRO FORMA ADJUSTMENTS                                       

 (j) Represents adjustments to 'Advertising, selling and distribution'
expenses as follows (in thousands):                         

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED       SIX MONTHS ENDED 
                                                               DECEMBER 31, 1996    JUNE 29, 1997   
                                                               -----------------  ------------------
                                                                                                    
Record (reverse) net purchases (depreciation) of refrigerated                                       
  display cases expensed when purchased and placed in                                               
  service.....................................................      $ 3,174             $  (879)    
Reverse reported take-or-pay expense for obligations                                                
  associated with long-term production contracts as a result                                        
  of adjustment to fair value.................................      (10,000)             (2,128)    
                                                               -----------------     ----------     
                                                                    $(6,826)            $(3,007)    
                                                               -----------------     ----------     
                                                               -----------------     ----------     

  (k) Represents adjustments to 'General and administrative' expenses as
follows (in thousands):                                     

                                                        [Enlarge/Download Table]

                                                                   YEAR ENDED       SIX MONTHS ENDED 
                                                                DECEMBER 31, 1996    JUNE 29, 1997   
                                                                -----------------  ------------------
                                                                                                     
Record amortization of trademarks and tradenames of $210,000                                         
  over an estimated life of 35 years..........................       $  6,000           $  2,334     
Record amortization of Goodwill of $88,942 over an estimated                                         
  life of 35 years............................................          2,541                989     
Reverse reported amortization of intangibles for which no                                            
  amortization was recorded subsequent to March 31, 1997 when                                        
  they were written down to their estimated fair values.......        (54,200)           (13,400)    
Record amortization relating to the excess of fair value of an                                       
  equity investment over the underlying book value over an                                           
  estimated life of 35 years..................................            337                122     
                                                                -----------------  ------------------
                                                                     $(45,322)          $ (9,955)    
                                                                -----------------  ------------------
                                                                -----------------  ------------------

 (l) To reverse the historical loss on sale of assets for the six months
       ended June 29, 1997 related to the reduction of the carrying value of
Snapple in connection with its sale to Triarc.                

     (m) Represents adjustments to 'Interest expense' as follows (in thousands):

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED       SIX MONTHS ENDED 
                                                               DECEMBER 31, 1996    JUNE 29, 1997   
                                                               -----------------  ------------------
                                                                                                    
Record interest expense at weighted average rate of 10.2% on                                        
  $330,000 of borrowings associated with the Credit                                                 
  Agreement...................................................      $(33,424)          $(12,811)    
Record amortization on $11,200 of deferred financing costs                                          
  associated with the Credit Agreement........................        (1,889)              (713)    
Reverse reported interest expense on Mistic's former bank                                           
  facility....................................................         6,086              2,231     
Reverse reported amortization of deferred financing costs                                           
  associated with Mistic's former bank facility...............           953                324     
                                                               -----------------  ------------------
                                                                    $(28,274)          $(10,969)    
                                                               -----------------  ------------------
                                                               -----------------  ------------------

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
STATEMENTS OF OPERATIONS -- (CONTINUED) 

   (n) Represents adjustments to 'Benefit from (provision for) income taxes'
(in thousands):                                               

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED       SIX MONTHS ENDED 
                                                               DECEMBER 31, 1996     JUNE 29,1997   
                                                               -----------------  ------------------
                                                                                                    
To reflect an income tax benefit on the adjusted historical                                         
  pretax loss at 39% (exclusive of nondeductible Goodwill                                           
  write-off and/or amortization) since no income tax benefit                                        
  is reflected in the reported historical results of                                                
  operations..................................................      $26,286            $ 65,208     
To reflect the estimated income tax effect of the above                                             
  adjustments (exclusive of nondeductible Goodwill write-off                                        
  and/or amortization) at 39%.................................        2,671             (60,529)    
                                                               -----------------     ----------     
                                                                    $28,957            $  4,679     
                                                               -----------------     ----------     
                                                               -----------------     ----------     

CABLE CAR ACQUISITION PRO FORMA ADJUSTMENTS                                     
  (i) Represents adjustments to 'General and administrative' expenses as
follows (in thousands):                                     

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED       SIX MONTHS ENDED 
                                                               DECEMBER 31, 1996    JUNE 29, 1997   
                                                               -----------------  ------------------
                                                                                                    
Record amortization of Goodwill of $20,667 over an estimated                                        
  useful life of 25 years.....................................       $  827              $413       
Record amortization of trademarks and tradenames and                                                
  distribution network of $11,300 over an estimated useful                                          
  life of 25 years............................................          452               226       
Reverse reported amortization of intangibles..................          (40)              (27)      
                                                                    -------            ------       
                                                                     $1,239              $612       
                                                                    -------            ------       
                                                                    -------            ------       

  (ii) To reflect the income tax effects of the above at the incremental
income tax rate of 38%.                                   
    (iii) The loss before extraordinary items per share has been determined by
          dividing the loss before extraordinary items by the weighted average
      shares outstanding (29,898,000 and 29,931,000 for the year ended
     December 31, 1996 and the six-month period ended June 29, 1997,
        respectively) plus the 1,567,000 shares to be issued in connection
with the Merger.                                          

INTEGRATION OF ACQUISITIONS                                                     
    The accompanying pro forma condensed consolidated statements of operations
do not reflect cost savings that the Company believes it will achieve from      
changes in operating strategies subsequent to the acquisitions of Snapple and   
Cable Car and operational synergies with Mistic. Such savings include cost      
reductions in domestic advertising and marketing and general and administrative 
expenses and more cost-efficient international operations. With respect to      
Snapple's domestic advertising, the Company plans to reduce such expenditures to
approximately $1.90 per case from the pre-Snapple Acquisition 1996 level of     
approximately $2.65 per case through elimination of programs, such as product   
giveaways, which it considers non-effective, and the reduction of advertising   
development costs including talent, production and agency costs. The Company    
believes it can achieve such levels since the 1996 advertising and marketing    
levels at Mistic were approximately $1.56 per case. Domestic general and        
administrative expenses relating to Snapple are being reduced through space     
reductions and elimination of excess personnel. The corporate office facilities 
related to Snapple have been reduced from approximately 50,000 square feet at   
the Quaker corporate facility to approximately 12,500 square feet at the Triarc 
Beverage Group in White Plains, New York. Further, the Company has reduced      
administrative personnel, facilitated in part by the integration with Mistic.   
With respect to international operations, Snapple incurred significant losses in
1996. The Company intends to rationalize its international advertising and      
marketing and general and administrative expenses similar to its domestic       
operations to eliminate such losses.                                            

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CAPITALIZATION OF TRIARC

   The following table sets forth the unaudited historical capitalization of
Triarc as of June 29, 1997, the pro forma capitalization of Triarc adjusted to  
give effect to the C&C Sale and the pro forma capitalization of Triarc further  
adjusted to give effect to the Cable Car Acquisition. The adjustments made to   
Triarc's historical consolidated capitalization to arrive at the adjusted       
consolidated capitalization are described under 'Triarc Companies, Inc. and     
Subsidiaries -- Unaudited Pro Forma Condensed Consolidated Financial            
Statements.' This table should be read in conjunction with the consolidated     
financial statements of Triarc Companies, Inc. and its subsidiaries incorporated
by reference herein and 'Triarc Companies, Inc. and Subsidiaries -- Unaudited   
Pro Forma Condensed Consolidated Financial Statements' and related notes thereto
included elsewhere in this Proxy Statement/Prospectus.                          

                                                        [Enlarge/Download Table]

                                                                                               PRO FORMA FOR
                                                                               PRO FORMA       THE CABLE CAR
                                                                   ACTUAL   FOR THE C&C SALE    ACQUISITION 
                                                                   ------   ----------------   -------------
                                                                                (IN MILLIONS)               
                                                                                                            
Current portion of long-term debt................................. $ 15.8        $ 15.8            $ 15.8   
                                                                   ------       -------        -------------
Long-term debt:                                                                                             
     9 3/4% senior secured notes..................................  275.0         275.0             275.0   
     8.54% first mortgage notes...................................  125.0         125.0             125.0   
     Term loans...................................................  323.0         323.0             323.0   
     Revolving loans..............................................   38.5          38.5              38.5   
     Other........................................................    6.2           6.2               6.2   
                                                                   ------       -------        -------------
          Total long-term debt....................................  767.7         767.7             767.7   
                                                                   ------       -------        -------------
Stockholders' equity (deficit)....................................  (24.4)        (24.1)              9.3   
                                                                   ------       -------        -------------
               Total capitalization............................... $759.1        $759.4            $792.8   
                                                                   ------       -------        -------------
                                                                   ------       -------        -------------

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COMPARISON OF RIGHTS OF CABLE CAR 
AND TRIARC STOCKHOLDERS 

GENERAL                                                                         

     As a result of the Merger, holders of shares of Cable Car Common Stock will
own shares of Triarc Common Stock. The DGCL is the statute which governs        
Delaware corporations. Both Triarc and Cable Car are corporations incorporated  
under the laws of the State of Delaware, and there are no differences between   
the rights of Triarc and Cable Car stockholders arising out of the DGCL. The    
following is a summary of certain material similarities and differences between 
the rights of holders of shares of Cable Car Common Stock and holders of shares 
of Triarc Common Stock. These differences arise from differences between the    
Cable Car Charter and the Cable Car Bylaws, and the Triarc Charter and the      
Triarc Bylaws, the governing instruments of the two companies. The              
identification of specific differences is not intended to indicate that other   
equally or more significant differences do not exist. The summaries set forth   
herein are qualified in their entirety by reference to the Cable Car Charter and
Cable Car Bylaws and the Triarc Charter and Triarc Bylaws.                      

SIZE AND CLASSIFICATION OF THE BOARD OF DIRECTORS                               

  The Triarc Charter requires a Board comprised of not less than seven nor
more than 15 members; provided, however, that such maximum number may be        
increased to reflect the right of holders of preferred stock to elect directors 
in certain circumstances with the exact number of directors to be fixed by a    
majority vote of the directors then in office and that such authority of the    
Triarc Board is exclusive. Triarc currently has nine directors. Triarc does not 
have a classified board and all directors stand for election on an annual basis.
Each director serves until his or her successor is elected and qualified.       

   The Cable Car Bylaws require a Board comprised of not less than three nor
more than seven members, which number may be increased or decreased within such 
range by the Cable Car Board. Cable Car currently has three directors. Cable Car
does not have a classified board and all directors stand for election on an     
annual basis. Each director serves until his or her successor is elected and    
qualified.                                                                      

CUMULATIVE VOTING FOR DIRECTORS                                                 

Neither the Triarc Charter nor the Cable Car Charter provides for     
cumulative voting.                                                              

REMOVAL OF DIRECTORS                                                            

 The Triarc Bylaws provide that a duly elected director of Triarc may be
removed, without cause, by the affirmative vote of the holders of two-thirds of 
the voting power of the outstanding capital stock of Triarc entitled to vote in 
the election of directors, voting as a single class. As the Cable Car Bylaws is 
silent, Delaware law provides that a duly elected director of Cable Car may be  
removed only for cause by the holders of a majority of the shares of the        
outstanding capital stock of Cable Car entitled to vote in the election of      
directors.                                                                      

SPECIAL MEETINGS OF STOCKHOLDERS                                                

     Under the Triarc Bylaws, a special meeting of stockholders of Triarc may be
called only by the Chairman of the Board and Chief Executive Officer or the     
President and Chief Operating Officer or the Triarc Board. Business transacted  
at any special meeting is limited to the purposes stated in the notice of the   
special stockholders' meeting given to stockholders.                            

     Under the Cable Car Bylaws, a special meeting of stockholders may be called
by (i) the President of Cable Car, (ii) the request in writing or by vote of a  
majority of the directors or (iii) the request in writing of stockholders       
holding a majority of the capital stock of Cable Car outstanding and entitled to
vote.                                                                           

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PREFERRED STOCK                                                                 

The Triarc Charter authorizes the issuance of shares of 'blank check' 
preferred stock, which will have such designations, rights and preferences as   
may be determined from time to time by the Triarc Board. Accordingly, the Triarc
Board is empowered, without stockholder approval, to issue preferred stock with 
dividend, liquidation, conversion, voting or other rights which may adversely   
affect the voting power or other rights of the holders of Triarc Common Shares. 
As of the date of this Proxy Statement/Prospectus, there are no shares of Triarc
Preferred Stock outstanding.                                                    

  The Cable Car Charter does not authorize preferred stock for issuance by
the Cable Car Board.                                                            

CERTAIN VOTING RIGHTS                                                           

   The DGCL generally requires approval of any merger, consolidation or sale
of substantially all of the assets of a corporation at a meeting of stockholders
by vote of the holders of a majority of all outstanding shares of the           
corporation entitled to vote thereon, although a certificate of incorporation of
a Delaware corporation may provide for a greater vote. Neither the Cable Car    
Charter nor Cable Car's By-laws address the vote required to approve a merger,  
consolidation or sale of substantially all of the corporation's assets.         
Accordingly, such transactions will be governed by the DGCL. The Triarc Charter 
provides for a 75% vote of the stockholders entitled to vote thereon in order to
approve certain mergers or consolidations. See 'Description of Anti-Takeover    
Provisions in Triarc Charter -- Business Combination Provision' below.          

    In addition to voting rights provided by Delaware law and under the Triarc
Charter, the rules of the NYSE, on which the Triarc Common Stock is listed, also
afford stockholders certain voting rights. For example, NYSE rules require      
stockholder approval prior to the issuance by Triarc of any common stock, or any
securities convertible into common stock, if such shares are to be issued in    
connection with any transaction or series of related transactions, other than a 
public offering for cash, if (i) the voting power of such common stock would be 
equal to at least 20% of the voting power of the shares outstanding prior to the
issuance of such shares, or (ii) the number of such shares would be equal to at 
least 20% of the number of shares of common stock outstanding prior to the      
issuance of such shares. The NYSE rules also require stockholder approval for   
certain transactions in which Triarc's common stock, or securities convertible  
into Triarc's common stock, are to be issued to a Triarc director, officer,     
substantial stockholder, or an entity in which any such person holds a          
substantial interest, if the number of shares of common stock so issued or into 
which the securities so issued are convertible exceeds one percent of the number
of shares of common stock outstanding prior to such issuance or one percent of  
the outstanding voting power prior to such issuance. The NYSE also requires     
stockholder approval for any issuance of securities by Triarc that will result  
in a change of control of Triarc.                                               

CERTAIN BUSINESS COMBINATIONS                                                   

    The DGCL prohibits a corporation which has securities traded on a national
securities exchange, authorized for quotation on Nasdaq or held of record by    
more than 2,000 stockholders from engaging in certain business combinations,    
including a merger, sale of substantial assets, loan or substantial issuance of 
stock, with an interested stockholder, or an interested stockholder's           
affiliates, for a three-year period beginning on the date the interested        
stockholder acquires 15% or more of the outstanding voting stock of the         
corporation. The restrictions on business combinations do not apply if the board
of directors gives prior approval to the transaction in which the 15% ownership 
level is exceeded, the interested stockholder acquires at one time at least 85% 
of the corporation's stock (excluding those shares owned by persons who are     
directors and also officers as well as employee stock plans in which employees  
do not have a confidential right to vote), or the business combination is       
approved by the board of directors and authorized at a meeting of stockholders  
by the holders of at least two-thirds of the outstanding voting stock, excluding
shares owned by the interested stockholder. Although a Delaware corporation may 
elect, pursuant to its certificate of incorporation or bylaws, not to be        
governed by this provision, none of the Triarc Charter, the Triarc Bylaws, the  
Cable Car Charter or the Cable Car Bylaws contain such an election. With respect
to the Merger, the Cable Car Board approved the Merger Agreement and the Merger 
prior to the time that Triarc entered into the Stockholders Agreement (pursuant 
to                                                                              

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which Triarc became an 'interested stockholder' of Cable Car under the          
applicable provision of the DGCL).                                              

APPRAISAL RIGHTS                                                                

 Under the DGCL, a shareholder of a corporation participating in certain
merger transactions may, under certain circumstances, receive cash in the amount
of the fair market value of his shares (as determined by a court) in lieu of the
consideration he would otherwise receive in the merger. See 'Appraisal Rights.' 
Unless a corporation's certificate of incorporation provides otherwise, the DGCL
does not require that such dissenters' rights of appraisal be afforded to       
stockholders with respect to (i) a merger or consolidation by a corporation the 
shares of which are either listed on a national securities exchange or          
designated as a national market system security on an interdealer quotation     
system by the National Association of Securities Dealers, Inc. or widely held   
(by more than 2,000 stockholders), if the stockholders of such corporation      
receive only shares of the surviving corporation or of such a listed or widely  
held corporation; or (ii) those stockholders who are the stockholders of the    
surviving corporation in a merger if no vote of such stockholder is required    
because, among other things, the number of shares to be issued in the merger    
does not exceed 20% of the shares of the surviving corporation outstanding      
immediately prior to the merger (if certain other conditions are met). The Cable
Car Common Stock is not listed on a national securities exchange or designated  
as a national market system security, nor is such stock held by more than 2,000 
stockholders. Accordingly, the holders of Cable Car Common Stock are not subject
to the exclusion from appraisal rights provided in Section 262. The Triarc      
Common Stock is listed on the NYSE and the holders of such stock are not        
afforded appraisal rights under Section 262 with respect to certain merger      
transactions.                                                                   

CERTAIN ANTI-TAKEOVER PROVISIONS IN THE TRIARC CHARTER                          

Certain provisions in the Triarc Charter are intended to discourage or
delay a hostile takeover of control of Triarc. These provisions, in general     
terms, (i) provide that the number of directors shall not be less than seven nor
more than 15, with the exact number to be determined from time to time by a     
majority of the board of directors then in office; (ii) provide that vacancies  
on the Triarc Board resulting from an increase in size, removal of directors or 
otherwise may be filled only by a majority of the remaining directors then in   
office; and (iii) require the affirmative vote of the holders of shares         
representing at least 75% of the voting power of the Voting Shares (defined     
below) in order to enter into certain Business Combinations (defined below),    
unless (A) such Business Combinations are approved by at least a majority of the
entire Triarc Board, but only if a majority of the directors acting favorably on
the matter are Continuing Directors (defined below), or (B) certain minimum     
price, form of consideration and procedural requirements are met. The term      
'Voting Shares' is defined in the provisions as any issued and outstanding      
shares of capital stock of Triarc entitled to vote generally in the election of 
directors. Each of these provisions has particular anti-takeover effects        
associated with it, and these effects together with a more detailed description 
of each provision are set forth below. In addition, the anti-takeover provisions
are interrelated and have cumulative anti-takeover effects as described herein. 
Similar provisions are not included in the Cable Car Charter or the Cable Car   
Bylaws.                                                                         

The principal purpose of these provisions is to provide a measure of  
assurance that a shareholder or group of shareholders owning a controlling      
interest in the Triarc's stock do not exercise their voting power in a manner   
which the Triarc Board believes would be to the detriment of the remaining      
shareholders. The provisions are further intended to make it more difficult for 
a hostile or unfriendly party to obtain control of Triarc by replacing the      
Triarc Board.                                                                   

SIZE OF THE BOARD OF DIRECTORS AND FILLING VACANCIES ON THE BOARD OF DIRECTORS  

   The Triarc Charter states that the Triarc Board consists of not less than
seven nor more than 15 members, provided, however, that such maximum number may 
be increased to reflect the right of holders of preferred stock to elect        
directors in certain circumstances with the exact number of directors to be     
fixed by a majority vote of the directors then in office and that such authority
of the Triarc Board is exclusive. The Triarc Charter provides that vacancies    
that may occur between annual meetings may                                      

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be filled only by a majority of the remaining directors then in office, even if 
less than a quorum, subject to the rights of holders of any class or series of  
preferred stock to elect directors. In addition, the provision provides that any
new director elected to fill a vacancy on the Triarc Board will serve for the   
remainder of the full term of that director for which the vacancy occurred and  
no decrease in the number of directors shall shorten the term of any incumbent. 
Vacancies caused by an increase in the number of directors would be filled by   
the Triarc Board. The purpose of including these provisions with respect to the 
size of the Triarc Board and the filling of vacancies in the Triarc Charter is  
to prevent the elimination of such provisions through amendment of the Triarc   
Bylaws by a shareholder or group owning or controlling a substantial voting     
block so as to permit shareholders directly to increase the size of the Triarc  
Board and to fill vacancies resulting therefrom or otherwise, which would enable
such shareholder or group of shareholders to elect its own nominees to the      
vacancies. This would be possible because, under Delaware law, shareholders may 
amend the Triarc Bylaws without prior approval of the Triarc Board, whereas the 
Triarc Charter may be amended only if the Triarc Board first approves and       
recommends such action to shareholders.                                         

BUSINESS COMBINATION PROVISION                                                  

The Triarc Charter provides that the approval of the holders of shares
representing at least 75% of the voting power of the Voting Shares be required  
in order to approve certain Business Combinations if an Interested Shareholder  
(defined below) is a party to the transaction or its percentage equity interest 
in Triarc or any subsidiary of Triarc would be increased by the transaction. The
required 75% approval of any Business Combination must include the affirmative  
vote of the holders of shares representing at least a majority of the voting    
power of the Voting Shares exclusive of those shares beneficially owned by any  
Interested Shareholder.                                                         

 The voting requirements outlined above will not apply, however, if: (i)
immediately prior to the time the Business Combination is consummated, Triarc is
the Beneficial Owner (defined below) of a majority of each class of the         
outstanding equity securities of the Interested Shareholder; (ii) the Business  
Combination was approved by at least a majority of the Board of Directors (even 
though not the entire Board of Directors), but only if a majority of the        
directors acting favorably upon such matter are Continuing Directors; or (iii)  
the consideration to be received by the holders of each class of Triarc's       
outstanding Voting Shares acquired by the Interested Shareholder is at least    
equal to the greater of the highest per share price (including any brokerage    
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of such class (A) within the two-year period         
immediately prior to the first public announcement of the proposal of the       
Business Combination or (B) in the transaction in which it became an Interested 
Shareholder, and is in cash or in the same form of consideration as the         
Interested Shareholder paid to acquire the largest number of Voting Shares      
previously acquired by it. The pricing provision does not guarantee that a      
shareholder will receive the highest market price paid for such shares, rather  
it insures that a shareholder will receive the highest price paid for such      
shares by an Interested Shareholder during the prior two years. If either the   
ownership or form of consideration requirements set forth in clauses (i) and    
(iii) above are satisfied, the Business Combination shall require the approval  
of the holders of at least two-thirds of the votes entitled to be cast by the   
holders of all the then outstanding Voting Shares (the 'Ratification            
Percentage') (and the additional majority vote). If the Triarc Board approves   
the Business Combination in accordance with the requirements set forth in clause
(ii) above, the Triarc Board may, again in accordance with the voting provisions
of such clause (ii), determine to require a vote of shareholders. If a          
shareholder vote is required for such Business Combination under law (such as,  
for example, in the case of a merger or liquidation), the Triarc Board shall    
require the affirmative vote of the then outstanding Voting Shares equal to the 
higher of: (1) the Ratification Percentage (such affirmative vote shall not     
require the additional majority vote), and (2) such other percentage as is      
required by law. If a shareholder vote is not required for such Business        
Combination under law, the Triarc Board may, in its discretion, either decide   
not to require a shareholder vote to approve the Business Combination or require
the affirmative vote of the outstanding Voting Shares equal to (i) the          
Ratification Percentage (such affirmative vote shall not require the additional 
majority vote) or (ii) such other percentage as it so determines.               

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   An 'Interested Shareholder' generally is defined under the Triarc Charter
as the Beneficial Owner of 10% or more of the voting power of the outstanding   
Voting Shares (other than Triarc, its employee benefit plans, or its majority   
owned subsidiaries), excluding, however, DWG Acquisition or any 'Affiliate' or  
'Associate' (each as defined in the Triarc Charter) thereof. The Triarc Board   
considers that a 10% holding, which causes a person to be classified as an      
'insider' under Section 16 of the Exchange Act, and is double the percentage    
ownership required to trigger reporting obligations under Section 13(d) of the  
Exchange Act, for shareholders of public companies, is appropriate to define an 
Interested Shareholder. At the present time, Triarc is not aware of the         
existence of any shareholder or group of shareholders that would be an          
Interested Shareholder. However, if the currently outstanding shares of the     
Triarc Class B Common Stock were to be converted by a Beneficial Owner into     
shares of Triarc Class A Common Stock, such Beneficial Owner (if other than DWG 
Acquisition) would become, upon such conversion, an Interested Shareholder.     
'Beneficial Owner' and 'Beneficial Ownership' are defined in accordance with the
definition of beneficial ownership under Rule 13d-3 of the General Rules and    
Regulations under the Exchange Act, and include all shares as to which the      
Interested Shareholder in question has sole or shared voting or investment      
power. However, an Interested Shareholder is also deemed to own beneficially    
shares owned, directly or indirectly, by any 'Affiliate' or 'Associate' (each as
defined in the Triarc Charter) of the Interested Shareholder, as well as (i)    
shares which it or any such Affiliate or Associate has a right to acquire, (ii) 
shares issuable upon the exercise of options or rights, or upon conversion of   
convertible securities, held by the Interested Shareholder, and (iii) shares    
beneficially owned by any other person with whom the Interested Shareholder or  
any of such shareholder's Affiliates or Associates acts as a partnership,       
syndicate or other group pursuant to an agreement, arrangement or understanding 
for the purpose of acquiring, holding, voting or disposing of shares of capital 
stock of the Company.                                                           

    A 'Business Combination' includes: (i) a merger or consolidation involving
Triarc or any of its subsidiaries and an Interested Shareholder or an Affiliate 
or Associate of an Interested Shareholder, or an Affiliate thereof, (ii) a sale,
lease or other disposition (in one or a series of transactions) of a            
'Substantial Part' (as defined in the Triarc Charter) of the assets of Triarc or
any of its subsidiaries to an Interested Shareholder or an Affiliate or         
Associate of any Interested Shareholder, or an Affiliate thereof; (iii) any sale
or other disposition (in one or a series of transactions) to Triarc or any of   
its subsidiaries of any assets (excluding any Voting Shares, but including      
without limitation any securities whether outstanding, authorized but unissued  
or in treasury, issued by an Interested Shareholder, or by an Affiliate or      
Associate of an Interested Shareholder or by an Affiliate thereof) of (A) any   
Interested Shareholder or (B) an Affiliate or Associate of an Interested        
Shareholder, or an Affiliate thereof, if the amount paid therefor constitutes a 
Substantial Part of the assets of Triarc or any subsidiary; or (iv) an issuance 
(or a related series of issuances) of securities of Triarc or any of its        
subsidiaries (except upon conversion of convertible securities as a result of a 
pro rata stock dividend or stock split) to an Interested Shareholder or an      
Affiliate or Associate of an Interested Shareholder or an Affiliate thereof, for
consideration aggregating $5,000,000 or more; (v) a liquidation, dissolution,   
spinoff, split up or split off of Triarc (if as of the record date for the      
determination of shareholders entitled to vote with respect thereto or, if no   
vote would otherwise be required, the date the transaction is planned to be     
consummated, any person is an Interested Shareholder); (vi) a reclassification  
or recapitalization of securities (including, without limitation, any           
combination of shares or reverse stock split) of Triarc or any of its           
subsidiaries or a reorganization, in any case having the effect, directly or    
indirectly, of increasing the percentage interest of an Interested Shareholder  
in any class of equity securities of Triarc or such subsidiary; and (vii) any   
agreement, contract or other arrangement providing for any of the transactions  
described in this definition of Business Combination.                           

A 'Continuing Director' is defined as one serving as a director whose 
election or appointment or recommendation by the Triarc Board for election by   
Triarc's shareholders was approved of by at least a majority of the Continuing  
Directors then on the Triarc Board.                                             

   The Business Combination provision described above is intended to provide
safeguards to Triarc's shareholders by requiring a higher shareholder vote than 
required under Delaware law in the event another person first obtains a         
substantial interest in Triarc and then wishes to accomplish a combination of   
such person's business with that of Triarc, or otherwise eliminate the          
shareholdings of the other shareholders. The federal securities law and         
regulations issued thereunder govern the disclosure                             

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required to be made to minority shareholders in such transactions but do not    
assure to shareholders the fairness of the terms of the Business Combination.   
Moreover, the statutory right of the remaining shareholders of Triarc to dissent
in connection with certain Business Combinations and receive the 'fair value' of
their shares in cash may involve significant expense, delay and uncertainty to  
dissenting shareholders. Further, the 'fair value' of a shareholder's shares, as
determined under this standard, may not be equivalent to the minimum price as   
determined pursuant to the provisions.                                          

    The Business Combination provision is to close partially these gaps in the
federal and state laws and to minimize certain of the potential inequities of   
those Business Combinations that involve two or more steps by requiring that in 
order to complete a Business Combination that is not approved by the Continuing 
Directors, such Interested Shareholder must obtain the affirmative votes of at  
least 75% of the voting power of the outstanding Voting Shares prior to         
proposing the Business Combination (including the affirmative vote of the       
holders of shares representing at least a majority of the voting power of the   
outstanding Voting Shares exclusive of those shares beneficially owned by the   
Interested Shareholder), or meet the minimum price and procedural requirements  
of the provision and obtain the approval of at least two-thirds of the voting   
power of the outstanding Voting Shares (and the additional majority vote). The  
provision also is designed to protect those shareholders who have not tendered  
or otherwise sold their shares to a purchaser who is attempting to acquire      
control by ensuring that at least the same price and form of consideration are  
paid to such shareholders in a Business Combination as were paid to shareholders
in the initial step of the acquisition. In the absence of the provision, an     
Interested Shareholder who acquired control of Triarc could subsequently, by    
virtue of such control, force minority shareholders to sell or exchange their   
shares at a price that would not reflect any premium such purchaser may have    
paid in order to acquire its controlling interest, but rather at a price set by 
such Interested Shareholder. Such a price might not only be lower than the price
paid by such purchaser in acquiring control, but also could be in a less        
desirable form of consideration (e.g., equity or debt securities of the         
purchaser).                                                                     

     In many situations, the minimum price, form of consideration and procedural
requirements of the provision would require that a purchaser pay shareholders a 
higher price for their shares and/or structure the transaction differently from 
what would be the case without the provision. Accordingly, to the extent a      
Business Combination were involved as part of a plan to acquire control of      
Triarc, this provision would increase the likelihood that a purchaser would     
negotiate directly with the Triarc Board.                                       

     Triarc believes that the Triarc Board normally is in a better position than
the individual shareholders of Triarc to negotiate effectively on behalf of all 
shareholders in that the Triarc Board is likely to be more knowledgeable than   
any individual shareholder in assessing the business and prospects of Triarc.   
Accordingly, Triarc is of the view that negotiations between the Triarc Board   
and the purchaser would increase the likelihood that shareholders ultimately    
will receive a higher price for their shares from anyone desiring to obtain     
control of Triarc through a Business Combination or otherwise.                  

   Although not all acquisitions of Triarc's capital stock are made with the
objective of acquiring control of Triarc through a subsequent Business          
Combination, a purchaser in many cases desires to have the option to consummate 
such a Business Combination. Assuming that to be the case, the provision would  
tend to discourage purchasers whose objective is to seek control of Triarc at a 
relatively low price, since acquiring the remaining equity interest may be      
difficult unless the minimum price, form of consideration and procedural        
requirements were satisfied or a majority of the Continuing Directors were to   
approve the transaction. The provision also should discourage the accumulation  
of large blocks of Triarc's capital stock, which Triarc believes to be          
disruptive to the stability of Triarc, and which can sometimes precipitate a    
change of control of Triarc on terms unfavorable to Triarc's other shareholders.

AMENDMENT OF CHARTER DOCUMENTS                                                  

    The Triarc Charter may be amended in accordance with the DGCL, except that
the Triarc Charter provides that the Business Combination provision described   
above may not be repealed, altered, changed or amended in any respect unless    
such action is approved by the affirmative vote of the holders of at least 75%  
of the Voting Shares (which 75% must include the affirmative vote of the holders
of shares representing at least a majority of the voting power of the Voting    
Shares exclusive of those of which any Interested Shareholder is the Beneficial 
Owner), unless approved by a vote of a majority of                              

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the entire Triarc Board (but only if a majority of the directors acting         
favorably on the matter are Continuing Directors), in which case the Business   
Combination provision may be amended by the affirmative vote of holders of at   
least a majority of the voting power of the Voting Shares (such affirmative vote
does not require the additional majority vote); and provided, further, that the 
Ratification Percentage may be amended, altered, changed or repealed by the     
affirmative vote of the holders of at least two-thirds of the voting power of   
the Voting Shares (such affirmative vote does not require the additional        
majority vote). The Triarc Bylaws may be altered, amended or repealed, or new   
by-laws adopted, by (i) the affirmative vote of stockholders holding not less   
than two-thirds of the voting power of the shares entitled to vote on such      
issue, or (ii) the affirmative vote of not less than a majority of all of the   
directors then holding office and entitled to vote on such issue.               

     The Cable Car Charter may be amended in accordance with the DGCL. The Cable
Car Bylaws may be amended, altered or repealed or added to at any regular       
meeting of the stockholders or board of directors or at any special meeting     
called for such purpose, by the affirmative vote of a majority of the stock     
issued and outstanding and entitled to vote or of a majority all of the         
directors then holding office.                                                  

INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

     The Triarc Charter provides indemnification to the fullest extent permitted
by Delaware law (including as such law may be amended in the future to be more  
favorable to directors and officers).                                           

 The Triarc Charter (as well as the Triarc Bylaws) provides that, to the
extent not prohibited by law, Triarc shall indemnify its directors and officers 
for expenses (including attorneys' fees and disbursements) and any liability or 
loss paid or incurred if such person is or was made, or threatened to be made, a
party to any action by reason of the fact that such person is or was a director 
or officer of Triarc, or is or was serving in any capacity at the request of    
Triarc for any other corporation, partnership, joint venture, trust, employee   
benefit plan or other enterprise (an 'Other Entity'). Persons who are not       
directors or officers of Triarc may be similarly indemnified in respect of      
service to Triarc or to an Other Entity at the request of Triarc to the extent  
the Triarc Board at any time specifies that such persons are entitled to the    
benefits of the indemnification provisions of the Triarc Charter. The Triarc    
Charter specifies that any director or officer of Triarc serving in any capacity
with a majority owned subsidiary or any employee benefit plan of Triarc or any  
majority owned subsidiary corporation shall be deemed to be doing so at the     
request of Triarc.                                                              

     The Triarc Charter and the Triarc Bylaws permit indemnification whether the
basis of such proceeding is an alleged action in an official capacity or in any 
other capacity while serving as an officer or director. However, this provision 
is limited by reference to the DGCL, which specifically limits indemnification  
in the case of derivative suits (suits brought in the name and on behalf of     
Triarc) to the payment of expenses if the person acted in good faith and in a   
manner such person reasonably believed to be in or not opposed to the best      
interests of Triarc. If a person is adjudged liable to Triarc in a derivative   
suit (but not in other suits) no indemnification payments may be made unless a  
court determines otherwise.                                                     

    The Triarc Charter also provides that expenses are to be advanced prior to
the final disposition of a proceeding upon the receipt by Triarc of an          
undertaking that the director or officer will repay such advances if he or she  
is ultimately found not to be entitled to indemnification and provides that the 
right to indemnity and to receive advances continues as to a director or officer
after such person has ceased to hold an office with Triarc. The right to        
indemnification under the Triarc Charter is a contract right and, therefore,    
cannot be retroactively eliminated by a later stockholder vote, and is not an   
exclusive right and, therefore, Triarc may provide other indemnification, if    
appropriate.                                                                    

     In addition, the Triarc Charter permits Triarc, as provided in the DGCL, to
purchase directors' and officers' liability insurance, and establish a trust    
fund to ensure payments of indemnification claims.                              

     Finally, the Triarc Charter permits a person entitled to indemnity to bring
an action in court to obtain such indemnity and requires that in any such suit  
the court will not be bound by a decision of the Triarc Board, independent      
counsel or stockholders that such person is not entitled to indemnification. The
purpose of this provision is to permit court determination of the issue,        
notwithstanding a negative                                                      

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decision by the Triarc Board, its chosen counsel or the stockholders, which     
decision might be made, for example, following a change of control in Triarc.   

   The Cable Car Bylaws provide that Cable Car will indemnify to the fullest
extent permitted by law any person who is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding by     
reason of the fact that such person is or was a director or officer of the Cable
Car, or while a director or officer of Cable Car is or was serving at its       
request as a director, officer, partner, trustee, employee or agent of any other
foreign or domestic entity, against all expenses and liabilities actually and   
reasonably incurred by such person in connection with holding such positions.   
The Cable Car Bylaws provide that Cable Car may, by determination of the Cable  
Car Board, similarly indemnify any present or former employee or agent of Cable 
Car to the fullest extent permitted by law or any lesser extent.                

LEGAL MATTERS 

     The legality of the Triarc Common Stock being offered hereby will be passed
upon for Triarc by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York.
The federal income tax consequences in connection with the Merger will be passed
upon by Sherman & Howard, L.L.C., Denver, Colorado. Members of Paul, Weiss,     
Rifkind, Wharton & Garrison own approximately 1,600 shares of Triarc Common     
Stock.                                                                          

EXPERTS 

   The consolidated financial statements of Triarc incorporated by reference
and the related financial statement schedule incorporated in this Proxy         
Statement/ Prospectus by reference to Triarc's Annual Report on Form 10-K for   
the year ended December 31, 1996 have been audited by Deloitte & Touche LLP,    
independent auditors, as stated, which is in their report incorporated herein by
reference, and have been so incorporated in reliance upon the report of such    
firm given upon their authority as experts in accounting and auditing.          

The financial statements of Snapple Beverage Corp. incorporated by    
reference in this Proxy Statement/Prospectus have been audited by Arthur        
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto and are incorporated by reference herein in reliance upon the   
authority of said firm as experts in accounting and auditing in giving said     
reports.                                                                        

 The consolidated financial statements of Cable Car incorporated in this
Proxy Statement/Prospectus by reference to Cable Car's Annual Report on Form    
10-K for the fiscal year ended December 31, 1996, have been so incorporated in  
reliance on the report of Price Waterhouse LLP, independent accountants, given  
on the authority of said firm as experts in accounting and auditing.            

STOCKHOLDER PROPOSALS 

 If the Merger is not consummated, or is not consummated within the time
period currently contemplated, Cable Car will hold its 1997 Annual Meeting of   
Stockholders. As described in Cable Car's proxy statement relating to its 1996  
Annual Meeting of Stockholders, stockholder proposals for inclusion in Cable    
Car's proxy statement and form of proxy relating to the Cable Car 1997 Annual   
Meeting of Stockholders must have been received by Cable Car on or before       
January 1, 1997.                                                                

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                                                                    APPENDIX A-1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-K 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

(Mark One)                                                                      

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934                                                                 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 

[ ] 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 0-14784
------------------------
CABLE CAR BEVERAGE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
                   DELAWARE                                 52-0880815
         (STATE OR OTHER JURISDICTION                     (I.R.S. EMPLOYER
        OF INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

717 17TH STREET, SUITE 1475, DENVER, COLORADO               80202     
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 298-9038
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

                  NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS       WHICH REGISTERED        
-------------------      -----------------        
None                     None         

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

Common Stock, $.01 Par Value
(TITLE OF CLASS)

 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 ______                  

   The aggregate market value of equity securities held by non-affiliates of
the Registrant on March 25, 1997 was approximately $18,730,000.                 

As of March 25, 1997 there were 8,905,324 shares of common stock      
outstanding.                                                                    

=============================================================================== 

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
1996 FORM 10-K ANNUAL REPORT

------------------------
TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                                         PAGE
                                                                                                         ----
                                                                                                             
                                                   PART I                                                    

Item 1.  Business.......................................................................................   3 
Item 2.  Properties.....................................................................................   5 
Item 3.  Legal Proceedings..............................................................................   5 
Item 4.  Submission of Matters to a Vote of Security Holders............................................   5 

                                                   PART II                                                   

Item 5.  Market for the Registrant's Common Stock and Related Stockholder Matters.......................   5 
Item 6.  Selected Financial Data........................................................................   6 
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations..........   6 
Item 8.  Financial Statements and Supplementary Data....................................................   9 
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........   9 

                                                  PART III                                                   

Item 10. Directors and Executive Officers of the Registrant.............................................   9 
Item 11. Executive Compensation.........................................................................   9 
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................   9 
Item 13. Certain Relationships and Related Transactions.................................................   9 

                                                   PART IV                                                   

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................   9 

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PART I

ITEM 1. BUSINESS.                                                               

GENERAL                                                                         

    Cable Car Beverage Corporation, (the 'Company') was incorporated under the
laws of Delaware on April 1, 1968. The Company's business consists of marketing 
its line of proprietary soft drinks and waters throughout the United States and 
in Canada. As discussed in more detail below, the Company's product line        
consists of Stewart's brand soft drinks, JAVA COLA, Fountain Classics Seltzer,  
San Francisco Seltzer, Aspen Mountain Spring Water and Aspen flavored waters.   
During 1996, the Company began marketing two new Stewart's flavors (Stewart's   
Classic Key Lime and Cherries N' Cream) as well as a new line of carbonated,    
coffee-flavored cola under the name of JAVA COLA.                               

PROPRIETARY PRODUCTS MARKETING:                                                 

  General: The Company initially entered its current business of marketing
beverages on August 27, 1987 when it acquired, through its subsidiary Old San   
Francisco Seltzer, Inc. ('SFS'), the assets and business of Old San Francisco,  
Inc. ('Old SF'), a California corporation that marketed a product line of       
flavored seltzers.                                                              

The Company added to its line of beverages when, on July 11, 1989, it 
entered into a licensing agreement with Stewart's Restaurants, Inc.             
('Stewart's'), a New Jersey based franchiser of Stewart's Drive-In Root Beer    
Stands, pursuant to which the Company has the exclusive right to produce and    
market Stewart's brand beverages for the entire United States. Pursuant to an   
addendum to the Stewart's licensing agreement dated April 11, 1994, the Company 
was granted the exclusive rights for Canada, and once the Company achieves      
cumulative sales of 4,000,000 cases, the license becomes worldwide provided the 
Company maintains annual sales of 1,000,000 cases. The agreement provides for a 
sliding scale royalty with a minimum annual royalty of $50,000. For the year    
ended December 31, 1996, the royalty payments exceeded the minimum royalty due  
and the Company expects the same in future years. Termination of the agreement  
may occur if the Company's annual sales of Stewart's Root Beer are less than    
500,000 cases for each year.                                                    

On December 1, 1993, the Company entered into a separate licensing    
agreement with Stewart's, whereby the Company has the exclusive right to market 
Stewart's brand beverages as a fountain product in 15 states. The agreement     
provided for a one time licensing fee of $29,250 and payment of a sliding scale 
royalty. The Company is marketing the Stewart's fountain product through its    
wholly-owned subsidiary, Fountain Classics, Inc. ('FCI').                       

     On November 22, 1989, the Company acquired the assets and business of Aspen
Mineral Water Corporation ('Aspen'), a Colorado corporation that marketed a     
sparkling water. Currently, the Company markets a line of non-carbonated fruit  
flavored beverages under the brand name of Aspen. The Company also markets a    
non-carbonated spring water under the Aspen name.                               

Proprietary Products: The Company's proprietary product line currently
consists of Stewart's premium soft drinks (Root Beer, Orange N' Cream, Cream    
Ale, Ginger Beer, Classic Key Lime, and Cherries N' Cream), JAVA COLA, San      
Francisco Seltzer, Aspen Mountain Spring Water and Aspen flavored waters.       
Stewart's products are packaged in original and diet and are sweetened using    
non-sugar sweeteners -- fructose in the original line and NutraSweet brand      
sweetener in the diet line. JAVA COLA is a unique coffee-flavored cola made with
real coffee and is sold in four different flavors: Original, Diet, Mocha and    
Vanilla. San Francisco Seltzer is a naturally flavored soft drink which contains
no sodium or preservatives and is available in regular and diet flavors that are
sweetened with fructose and NutraSweet, respectively. Aspen Mountain Spring     
Water is a non-carbonated water. Aspen flavored waters are non-carbonated, fruit
flavored beverages.                                                             

For the years ended December 31, 1996 and 1995, the Stewart's brand   
accounted for approximately 98% and 96% of the Company's proprietary brand      
sales, respectively. The Company anticipates that the Stewart's brand will      
continue to account for a significant portion of sales for the year ending      
December 31, 1997.                                                              

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  Marketing and Distribution: The brand products business consists of both
sales of concentrate to regional soft drink bottlers and the sale of finished   
goods to distributors. Where the Company sells concentrate to bottlers, the     
bottlers produce finished goods and sell through their own distribution network.
When the Company sells finished goods directly to distributors, the Company has 
product produced for it by contract manufacturers. The Company does not directly
manufacture any of the products it sells. The Company's products are retailed   
primarily in grocery, convenience and liquor stores and food service accounts.  
Consumer marketing consists of newspaper, magazine, outdoor and radio           
advertising, along with in-store product demonstrations and point of sale       
promotions. The Company presently sells product to numerous bottlers and        
distributors in the United States and Canada.                                   

     Competition: The soft drink business is extremely competitive and there are
numerous competing products. Most competitors are larger and have greater       
financial resources than the Company. The Company's principal means for         
competing within this category are its product line and flavors and through its 
advertising, packaging and promotions.                                          

  Trademarks: The Company owns the trademark 'San Francisco Seltzer' which
was registered with the United States Patent and Trademark Office on March 1,   
1988. The Company also owns the trademark 'Fountain Classics' which is used on  
the Stewart's Premium Sodas line of products. The 'Fountain Classics' trademark 
was registered with the United States Patent and Trademark Office on June 18,   
1991. The Company owns the trademark 'Aspen' which was registered on May 31,    
1994 with the United States Patent and Trademark Office. The foregoing          
trademarks are registered for a 10-year period and may be extended thereafter   
for additional 10-year periods subject to compliance with federal statutory and 
regulatory provisions. Management is of the view that its trademarks are of     
significant importance to its operations and loss of such trademarks could      
adversely affect the Company to an indeterminable extent. The Company is taking 
appropriate steps to protect its trademarks. Stewart's Restaurants, Inc. owns   
the trademark 'Stewart's' which is registered with the United States Patent and 
Trademark Office. The Company has an exclusive trademark license agreement with 
Stewart's Restaurants. (See 'Proprietary Products Marketing -- General'.)       

WHOLESALE DISTRIBUTION -- DIVESTED ON JUNE 7, 1993                              

     General: From 1987 until 1993, the Company was also engaged in the business
of wholesale distribution of beverages through its former subsidiary, Sheya     
Brothers Specialty Beverages, Inc. ('SBSB'). On June 7, 1993, SBSB was merged   
into AMCON Distributing Company ('AMCON'), a then privately-held, Omaha-based   
wholesale distributor.                                                          

In connection with the merger of SBSB into AMCON, the Company received
306,143 shares of common stock of AMCON. Pursuant to the Agreement and Plan of  
Merger with AMCON, on July 31, 1995, the Company distributed 266,469 AMCON      
shares to shareholders of the Company on a prorata basis. As of December 31,    
1996, the Company holds 39,674 shares of AMCON.                                 

SEASONALITY:                                                                    

Due to the seasonality of the beverage industry, the Company's sales  
volumes are normally at their highest in the second and third calendar quarters.

PROSPECTIVE PRODUCTS AND ACQUISITION ACTIVITIES:                                

  The Company continues to develop line extensions under its various brand
names, primarily by adding new packages and flavors. As described above, the    
Company introduced the following new products during 1996: Stewart's Classic Key
Lime and Cherries N' Cream. The Company intends to continue expanding into      
beverage products, through both internal development and acquisition, that are  
compatible with its existing brands and can be sold through the Company's       
existing bottling and distribution network.                                     

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MAJOR CUSTOMERS:                                                                

For the year ended December 31, 1996, two customers, K.O.             
Lester -- Lebanon, TN and Mid-State Beverage Company -- New Brunswick, NJ,      
accounted for approxiamtely 14% and 18% of the Company's net sales,             
respectively.                                                                   

     For the year ended December 31, 1995, the same two customers each accounted
for approximately 20% of the Company's net sales.                               

COMPANY EMPLOYEES:                                                              

 As of December 31, 1996, the Company had 17 employees. In addition, the
Company has used certain consultants on an 'as needed' basis.                   

ITEM 2. PROPERTIES.                                                             

 The Company is currently leasing, through September 1997, approximately
3,024 square feet of office space at 717 17th Street, Denver, Colorado 80202, at
an annual cost of $28,350.                                                      

ITEM 3. LEGAL PROCEEDINGS.                                                      

   The Company and its subsidiaries are not parties to, nor are any of their
properties subject to, any pending legal proceedings which are expected to have 
any materially adverse effect on the Company's results of operations or         
financial position. Additionally, to the best of management's knowledge, no     
material legal proceeding is contemplated or has been threatened against the    
Company and its subsidiaries.                                                   

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

  There were no matters submitted to a vote of all security holders during
the quarter ended December 31, 1996.                                            

PART II 

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

    The Company's Common Stock trades on the NASDAQ Small-Cap Market under the
symbol DRNK. The following table reflects the range of the high and low bid     
prices per share of the Company's Common Stock as reported by NASDAQ through    
December 31, 1996. These quotations represent inter-dealer quotations, without  
adjustment for retail mark-ups, mark-downs or commissions and may not           
necessarily represent market transactions. As of March 25, 1997, the Company had
approximately 1,100 holders of record of its shares and the Company is informed 
that approximately 3,000 additional persons hold shares beneficially.           

                                                        [Enlarge/Download Table]

                                                                               COMMON STOCK 
                                                                              --------------
                                                                              HIGH      LOW 
                                                                              -----    -----
                                                                                            
Year Ended December 31, 1996:                                                               
     December 1996 Quarter................................................... $2.84    $2.00
     September 1996 Quarter..................................................  2.56     1.44
     June 1996 Quarter.......................................................  1.84     1.25
     March 1996 Quarter......................................................  1.88     1.44

Year Ended December 31, 1995:                                                               
     December 1995 Quarter................................................... $1.66    $1.19
     September 1995 Quarter..................................................  1.81     1.38
     June 1995 Quarter.......................................................  2.00     1.09
     March 1995 Quarter......................................................  1.41     1.00

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    The Company has never declared or paid a cash dividend on its common stock
and does not anticipate a change in this policy in the foreseeable future. The  
Board of Directors currently intends to retain earnings to finance the          
acquisition and development of new products, expansion of markets and for other 
corporate purposes.                                                             

ITEM 6. SELECTED FINANCIAL DATA.                                                

     The following data, insofar as they relate to the consolidated statement of
operations for the years ended December 31, 1996, 1995 and 1994; and the balance
sheet as of December 31, 1996 and 1995, have been derived from the consolidated 
financial statements appearing in Part IV of this Form 10-K. The consolidated   
statement of operations data for the six-months ended December 31, 1993 and the 
fiscal years ended June 30, 1993 and 1992; and the consolidated balance sheet   
data as of December 31, 1994 and 1993, and June 30, 1993 and 1992 have been     
derived from the historical consolidated financial statements of the Company for
such periods.                                                                   

The following table data should be read in conjunction with the       
consolidated financial statements and notes thereto, and management's commentary
thereon contained in Item 7 of this report.                                     

                                                        [Enlarge/Download Table]

                                                                       SIX MONTHS                             
                                     YEAR ENDED DECEMBER 31,             ENDED         YEAR ENDED JUNE 30,    
                              --------------------------------------  DECEMBER 31,  ------------------------- 
                                 1996          1995          1994       1993(1)        1993          1992     
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                                                                                                              
Statement of Operations                                                                                       
  Data:                                                                                                       
     Revenue................  $18,872,556   $12,843,620   $8,322,301   $ 3,030,982  $15,537,997   $14,838,598 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
     Net income (loss)......  $ 1,257,132   $   882,600   $  721,695   $   143,449  $  (348,176)  $   (22,384)
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
     Net income (loss) per                                                                                    
       common share:........  $       .14   $       .10   $      .09   $       .02  $      (.05)  $           
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
     Weighted average common                                                                                  
       and common equivalent                                                                                  
       shares outstanding...    9,255,479     8,915,666    8,318,909     7,796,799    7,640,780     7,057,416 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
Balance Sheet Data:                                                                                           
     Total assets...........  $ 7,141,782   $ 5,360,700   $4,448,832   $ 3,920,799  $ 4,054,120   $ 5,266,381 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
     Long-term debt.........  $         0   $         0   $    5,970   $    10,099  $     2,817   $   108,476 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
     Stockholders' equity...  $ 5,982,046   $ 4,402,421   $3,944,778   $ 3,096,886  $ 2,953,347   $ 3,066,613 
                              -----------   -----------   ----------  ------------  -----------   ----------- 
                              -----------   -----------   ----------  ------------  -----------   ----------- 

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

(1) In 1993, the Company elected to change its fiscal year end from June 30 to  
December 31.                                                            

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

UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS                                    

The Company's future operating results are subject to a number of     
uncertainties, including the ability of the Company to market its beverage      
products and to develop and introduce new products, and the number, quantity and
marketing forces behind products introduced by competitors. The Company expects 
the level of competition in the beverage industry to become even more intense   
and large beverage companies with greater resources have a competitive advantage
over the Company. In addition, general economic conditions, the cost of raw     
materials and general conditions in the beverage business may have an impact on 
the Company's future operations. There can be no assurance the Company will     
continue to be successful nor that it will not encounter difficulties in        
retaining its current market niche due to a variety of factors such as market   
acceptance, costs of manufacturing and                                          

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marketing, and competition in the beverage industry, all of which are largely   
beyond the Company's ability to reasonably predict, much less control.          

GENERAL                                                                         

   The Company entered into the business of non-alcoholic beverage marketing
in fiscal 1988 when it acquired the assets and business of Old San Francisco    
Seltzer, Inc. Since that time, the Company added Stewart's Root Beer and Aspen  
Sparkling Mountain Spring Water to the proprietary brands that it markets       
nationally and has continued to grow its line of Stewart's soft drinks (Root    
Beer, Orange N' Cream, Cream Ale, Ginger Beer, Key Lime and Cherries N' Cream). 
Stewart's soft drinks are currently sold in over 43 states and Canada. In       
December 1993, the Company entered into a licensing agreement with Stewart's    
Restaurants, Inc., whereby the Company has the exclusive right to sell Stewart's
brand beverages as a fountain product in 15 states.                             

FINANCIAL CONDITION                                                             

     The Company's current ratio at December 31, 1996 is 5.0 to 1 as compared to
4.0 to 1 at December 31, 1995.                                                  

Stockholders' equity at December 31, 1996 increased by $1,579,625     
principally from net income of $1,257,132 for the year ended December 31, 1996  
and the exercise of options of $322,493 which includes a tax benefit.           

LIQUIDITY AND CAPITAL RESOURCES                                                 

     For the year ended December 31, 1996, cash increased by $832,538. Operating
activities provided cash of $773,658 primarily from net income of $1,257,132 and
increases in accrued income taxes and other current liabilities of $116,998 and 
$239,209, respectively. These increases in cash were partially offset by        
increases in accounts receivable and inventory of $317,848 and $622,639,        
respectively and a decrease in accounts payable. Investing activities used cash 
of $257,653, primarily from the purchase of short-term investments and the      
acquisition of property and equipment. Financing activities generated $316,533, 
primarily from the exercise of stock options. Working capital increased         
$1,758,644 to a ratio of 5.0 to 1.                                              

   For the comparable twelve month period ended December 31, 1995, investing
and financing activities generated $14,004 and $365,653, respectively and       
operating activities used $384,124 for a net decrease in cash of $4,467.        

 The Company intends to utilize cash from operations to meet its ongoing
obligations. The Company has also maintained a bank line of credit in the amount
of $500,000 which it may utilize from time to time to meet seasonal cash needs. 
Management does not expect liquidity problems during 1997 assuming the Company  
can maintain or exceed its current sales volume, and expenses as a percentage of
sales remain relatively constant.                                               

RESULTS OF OPERATIONS                                                           

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1996 TO THE COMPARABLE TWELVE MONTH   
PERIOD ENDED DECEMBER 31, 1995:                                                 

        The Company had net income of $1,257,132 for the year ended December
31, 1996 versus net income of $882,600 for the comparable twelve month
   period ended December 31, 1995. This represents an increase in net income
for 1996 of $374,532 or 42%.                                          

      Revenue from the sale of products increased to $18,872,556 in 1996
from $12,843,620 in 1995. This increase of $6,028,936 or 47% was due  
    primarily to the general expansion of the Company's customer base and from
    the introduction of two new Stewart's brand flavors: Key Lime and Cherries
N' Cream.                                                             

         Cost of goods sold was $4,051,774 greater in 1996 than in 1995 due to
   higher revenue. The cost of goods sold as a percentage of sales, however,
decreased from 75% to 72% primarily due to                            

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  increased unit sales price on certain Stewart's brand packages which was
intended to offset increasing material costs over the last two years. 

      General and administrative expense increased $297,221 from 1995 to
    1996, and remained relatively constant as a percentage of total revenue at
6%. The increase in general and administrative expense in 1996 was    
 primarily the result of the addition of 4 new employees, increased cost
related to professional services, and an increase in bad debt expense.

      Selling expense increased $593,358 from 1995 to 1996, and remained
    relatively constant as a percentage of total revenue at 11%. The increased
   selling expense in 1996 was primarily the result of increased promotional
  spending and expenses related to development and introduction of two new
Stewart's flavors and the JAVA COLA line.                             

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1995 TO THE COMPARABLE TWELVE MONTH   
PERIOD ENDED DECEMBER 31, 1994:                                                 

          The Company had net income of $882,600 for the year ended December 31,
   1995 versus net income of $721,695 for the comparable twelve month period
ended December 31, 1994.                                              

      Revenue from the sale of products increased to $12,843,620 in 1995
from $8,322,301 in 1994. This increase of $4,521,319 or 54% was due   
  primarily to an expanded customer base for the Stewart's brand products.

         Cost of goods sold was $3,588,613 greater in 1995 than in 1994 due to
   higher revenue. The cost of goods sold as a percentage of sales, however,
   increased from 73% to 75% primarily due to increased costs of certain raw
     materials which were not passed on to its customers through increased sales
prices.                                                               

      General and administrative expense increased $100,188 from 1994 to
  1995, but decreased as a percentage of total revenue from 9% to 6%. This
   percentage decrease is primarily a result of increased sales with nominal
increases in corporate overhead.                                      

          Selling expense increased $595,535 from 1994 to 1995, and increased as
 a percentage of sales from 10% to 11%. The increase is primarily due to
   increased promotional expenses used to introduce new brands and products,
and the addition of two new sales representatives during 1995.        

     Net income was impacted in the year 1995 by two non-recurring and
unrelated items: a write-down of an investment and the recording of a 
 deferred income tax benefit. During the third quarter 1995, the Company
     wrote-down its investment in AMCON Distributing Company, Inc. to the market
  price of AMCON common stock as reported by NASDAQ on August 4, 1995, the
    date upon which the stock was initially included on NASDAQ. The write-down
resulted in a charge of $848,342.                                     

        During the third quarter of 1995, the Company recorded an income tax
benefit of $936,440 which primarily represents the future tax benefits
     associated with the Company's net operating loss carryforwards. The Company
   recorded the tax benefit based on management's determination in the third
 quarter of 1995 that it was more likely than not that the Company would
utilize its future income tax benefits.                               

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                            

See financial statements listed in the index on page F1.              

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

None.                                                                 

PART III

Information required in items 10, 11, 12 and 13 of Part III will be   
included in the Company's Proxy Statement for the Annual Meeting of Stockholders
and will be filed in not more than 120 days after the Company's fiscal year end.

PART IV 

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

(a) The following documents are filed as a part of this report:       

FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES                          

    The financial statements and financial statement schedules filed with this
report are listed in the Index to Financial Statements appearing on page F1.    

EXHIBITS                                                                        

The documents listed below have been filed as exhibits to this report:

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                                         
 NUMBER                                           EXHIBITS                                                      
--------                                          --------                                                      
                                                                                                                
  (3)-A   Certificate of Incorporation, as amended (Filed as Exhibit (3) with and incorporated by reference from
          Form 10-K dated October 9, 1987)                                                                      
  (3)-B   Certificate of Amendment -- July 20, 1989, changing name*                                             
  (3)-C   Bylaws, as amended (Filed as Exhibit (3) with and incorporated by reference from Form 10-K dated      
          October 9, 1987)                                                                                      
 (10)-G   Stewart's Master Agreement -- Stewart's Restaurants, Inc. as amended by Addendum, dated April 11, 1994
          and incorporated by reference from Form 10-K dated May 4, 1994                                        
 (10)-S   Employment Agreement with executive, Samuel M. Simpson                                                
 (21)     Subsidiaries of the Company (Filed as Exhibit (22) with and incorporated by reference to the current  
          Form 10-K, Note 1 to the Consolidated Financial Statements.)                                          

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

*  Incorporated by reference to Form S-1 filed September 25, 1989, SEC file     
#33-30480.                                                                

------------------------
(b) Reports on Form 8-K                                               

None.                                                                 

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SIGNATURES

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

                                  CABLE CAR BEVERAGE CORPORATION

                                   By        /s/ SAMUEL M. SIMPSON
                                              ..................................
                                           SAMUEL M. SIMPSON
                                           PRESIDENT AND CHIEF EXECUTIVE
                                             OFFICER

March 27, 1997                                                                  

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
Registrant and in the capacities and on the dates indicated.                    

                                                        [Enlarge/Download Table]

                SIGNATURE                                        TITLE                              DATE      
------------------------------------------  ------------------------------------------------  ----------------

                                                                                                              
          /s/ SAMUEL M. SIMPSON             Chairman of the Board & President                  March 27, 1997 
 .........................................                                                                    
           (SAMUEL M. SIMPSON)                                                                                

          /s/ JAMES P. MCCLOSKEY            Director                                           March 27, 1997 
 .........................................                                                                    
           (JAMES P. MCCLOSKEY)                                                                               

          /s/ WILLIAM H. RUTTER             Director                                           March 27, 1997 
 .........................................                                                                    
           (WILLIAM H. RUTTER)                                                                                

           /s/ MYRON D. STADLER             Chief Accounting Officer                           March 27, 1997 
 .........................................                                                                    
            (MYRON D. STADLER)                                                                                

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                                            PAGE
                                                                                                            ----
                                                                                                                
Report of Independent Accountants.......................................................................... F-2 
Consolidated Balance Sheet at December 31, 1996, and 1995.................................................. F-3 
Consolidated Statement of Operations for the Years Ended December 31, 1996, 1995 and 1994.................. F-4 
Consolidated Statement of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994.................. F-5 
Consolidated Statement of Changes in Stockholders' Equity for the Years Ended December 31, 1996, 1995 and       
  1994..................................................................................................... F-6 
Notes to Consolidated Financial Statements................................................................. F-7 

No financial statement schedules are required.                        

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Stockholders of                                   
CABLE CAR BEVERAGE CORPORATION                                        

     In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of cash flows and of changes in          
stockholders' equity present fairly, in all material respects, the financial    
position of Cable Car Beverage Corporation and its subsidiaries (the 'Company') 
at December 31, 1996 and 1995, and the results of their operations and their    
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles. 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 of these statements in accordance with      
generally accepted auditing standards which 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,    
assessing the accounting principles used and significant estimates made by      
management, and evaluating the overall financial statement presentation. We     
believe that our audits provide a reasonable basis for the opinion expressed    
above.                                                                          

                        PRICE WATERHOUSE LLP

Denver, Colorado                                                                
March 14, 1997                                                                  

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]

                                                                                             DECEMBER 31,        
                                                                                      -------------------------- 
                                                                                         1996           1995     
                                                                                      -----------    ----------- 
                                                                                                                 
                                       ASSETS                                                                    
Current assets:                                                                                                  
     Cash and cash equivalents......................................................  $ 1,408,729    $   576,191 
     Short-term investments.........................................................      195,042                
     Accounts receivable, net of allowance for doubtful accounts of $100,743 at                                  
      December 31, 1996 and $55,949 at December 31, 1995............................    1,336,094      1,063,040 
     Inventories....................................................................    2,430,896      1,808,257 
     Prepaid expenses and other current assets......................................       23,582         40,394 
     Deferred income tax assets.....................................................      394,029        340,389 
                                                                                      -----------    ----------- 
          Total current assets......................................................    5,788,372      3,828,271 
Property and equipment, net                                                                                      
     Property and equipment, less accumulated depreciation of $144,441 at December                               
      31, 1996 and $99,231 at December 31, 1995.....................................      130,778        116,466 
Other assets:                                                                                                    
     Goodwill and other intangibles, less accumulated amortization of $387,168 at                                
      December 31, 1996 and $347,007 at December 31, 1995...........................      591,265        631,426 
     Investment in AMCON Distributing Company.......................................       99,185         99,185 
     Other assets...................................................................       58,603         72,498 
     Deferred income tax assets.....................................................      473,579        612,854 
                                                                                      -----------    ----------- 
                                                                                      $ 7,141,782    $ 5,360,700 
                                                                                      -----------    ----------- 
                                                                                      -----------    ----------- 

                        LIABILITIES AND STOCKHOLDERS' EQUITY                                                     
Current liabilities:                                                                                             
     Accounts payable and accrued liabilities.......................................  $   231,408    $   380,198 
     Accrued income taxes...........................................................      146,140         29,142 
     Other current liabilities......................................................      782,188        542,979 
     Current portion of long-term debt..............................................                       5,960 
                                                                                      -----------    ----------- 
          Total current liabilities.................................................    1,159,736        958,279 
                                                                                      -----------    ----------- 
                                                                                      -----------    ----------- 
Commitments: (see Note 8)                                                                                        
Stockholders' equity:                                                                                            
     Common stock, $.01 par value; 25,000,000 shares authorized; 8,981,681 issued at                             
      December 31, 1996 and 8,658,349 shares issued at December 31, 1995............  $    89,817    $    86,584 
     Additional paid-in capital.....................................................    9,822,137      9,502,877 
     Accumulated deficit............................................................   (3,901,273)    (5,158,405)
     Less -- 76,357 common shares in treasury.......................................      (28,635)       (28,635)
                                                                                      -----------    ----------- 
                                                                                        5,982,046      4,402,421 
                                                                                      -----------    ----------- 
                                                                                      $ 7,141,782    $ 5,360,700 
                                                                                      -----------    ----------- 
                                                                                      -----------    ----------- 

The accompanying notes are an integral part of these consolidated financial 
statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                                              YEAR ENDED DECEMBER 31,          
                                                                      ---------------------------------------- 
                                                                         1996           1995           1994    
                                                                      -----------    -----------    ---------- 
                                                                                                               
Revenue:                                                                                                       
     Sales........................................................... $18,872,556    $12,843,620    $8,322,301 
Cost and expenses:                                                                                             
     Cost of goods sold..............................................  13,670,934      9,619,160     6,030,547 
     General and administrative......................................   1,108,329        811,108       710,920 
     Selling and distribution........................................   1,993,580      1,400,222       804,687 
     Depreciation and amortization...................................      88,460         66,388        57,485 
                                                                      -----------    -----------    ---------- 
                                                                       16,861,303     11,896,878     7,603,639 
                                                                      -----------    -----------    ---------- 

Income from operations...............................................   2,011,253        946,742       718,662 

Other income and (expenses):                                                                                   
     Interest income and other.......................................      52,775         51,405        20,479 
     Interest expense................................................        (350)        (1,114)       (2,346)
     Loss on AMCON stock.............................................                   (848,342)              
                                                                      -----------    -----------    ---------- 
Income before income taxes...........................................   2,063,678        148,691       736,795 
Provision (benefit) for income taxes.................................     806,546       (733,909)       15,100 
                                                                      -----------    -----------    ---------- 
Net income........................................................... $ 1,257,132    $   882,600    $  721,695 
                                                                      -----------    -----------    ---------- 
                                                                      -----------    -----------    ---------- 

Net income per common share.......................................... $      0.14    $      0.10    $     0.09 
                                                                      -----------    -----------    ---------- 
                                                                      -----------    -----------    ---------- 

Weighted average common and common equivalent shares.................   9,255,479      8,915,666     8,318,909 
                                                                      -----------    -----------    ---------- 
                                                                      -----------    -----------    ---------- 

The accompanying notes are an integral part of these consolidated financial 
statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                                 YEAR ENDED DECEMBER 31,        
                                                                          ------------------------------------- 
                                                                             1996          1995         1994    
                                                                          ----------    ----------    --------- 
                                                                                                                
Cash flows from operating activities:                                                                           
     Net Income.......................................................... $1,257,132    $  882,600    $ 721,695 
     Adjustment to reconcile net income to net cash from operating                                              
       activities:                                                                                              
          Loss on investment in AMCON....................................                  848,342              
          Depreciation and amortization..................................     88,460        66,388       57,486 
          Provision for loss on accounts receivable......................     44,794        (3,662)      32,111 
          Deferred income tax assets.....................................     85,635      (953,243)             
     Change in current assets and liabilities:                                                                  
          Accounts receivable............................................   (317,848)     (401,554)    (163,477)
          Inventories....................................................   (622,639)   (1,209,320)     (99,703)
          Prepaid expenses and other current assets......................     16,812        (8,020)     (21,359)
          Other assets...................................................     13,895       (68,677)      10,246 
          Accounts payable and accrued liabilities.......................   (148,790)      276,714     (269,146)
          Accrued income taxes...........................................    116,998        26,042        3,100 
          Other current liabilities......................................    239,209       160,266       69,316 
                                                                          ----------    ----------    --------- 
               Net cash from (used in) operating activities..............    773,658      (384,124)     340,269 
Cash flows from investing activities:                                                                           
     Cash paid for short-term investments................................   (195,042)                  (151,876)
     Proceeds from short-term investments................................                  151,876              
     Equipment acquisitions..............................................    (62,611)      (97,872)     (24,276)
     Other...............................................................                  (40,000)     (12,500)
                                                                          ----------    ----------    --------- 
               Net cash from (used in) investing activities..............   (257,653)       14,004     (188,652)
                                                                          ----------    ----------    --------- 
Cash flows from financing activities:                                                                           
     Principal payments on debt..........................................     (5,960)       (8,796)     (11,339)
     Proceeds from issuance of stock.....................................    182,498       374,449       67,197 
     Tax benefit associated stock options................................    139,995                            
                                                                          ----------    ----------    --------- 
               Net cash from financing activities........................    316,533       365,653       55,858 
                                                                          ----------    ----------    --------- 
Net increase (decrease) in cash and cash equivalents.....................    832,538        (4,467)     207,475 
Cash and cash equivalents at beginning of period.........................    576,191       580,658      373,183 
                                                                          ----------    ----------    --------- 
Cash and cash equivalents at end of period............................... $1,408,729    $  576,191    $ 580,658 
                                                                          ----------    ----------    --------- 
                                                                          ----------    ----------    --------- 

Supplemental disclosure of non-cash financing and investing activities:                                         
     Property dividend of investment in AMCON stock...................... $  799,407                            
     Conversion of debt to equity........................................                             $  59,000 
     Capital lease obligations...........................................                             $   7,000 

The accompanying notes are an integral part of these consolidated financial 
statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 

                                                        [Enlarge/Download Table]

                                          COMMON STOCK                                    TREASURY STOCK     
                                      --------------------  ADDITIONAL                 --------------------- 
                                      NUMBER OF              PAID IN     ACCUMULATED   NUMBER OF             
                                       SHARES      AMOUNT    CAPITAL       DEFICIT      SHARES       AMOUNT  
                                      ---------    -------  ----------   -----------   ---------    -------- 

                                                                                                             
Balance, December 31, 1993........... 7,873,156    $78,732  $9,010,082    (5,963,293)     76,357    $(28,635)
Exercise of stock options and                                                                                
  warrants, net......................   131,462      1,315      65,882                                       
Conversion of debt to equity.........   100,000      1,000      58,000                                       
Issuance of stock to retire                                                                                  
  warrants...........................    50,000        500        (500)                                      
Net income...........................                                        721,695                         
                                      ---------    -------  ----------   -----------   ---------    -------- 
Balance, December 31, 1994........... 8,154,618     81,547   9,133,464    (5,241,598)     76,357     (28,635)
Exercise of stock options and                                                                                
  warrants, net......................   503,731      5,037     369,413                                       
Dividend of AMCON stock..............                                       (799,407)                        
Net income...........................                                        882,600                         
                                      ---------    -------  ----------   -----------   ---------    -------- 
Balance, December 31, 1995........... 8,658,349     86,584   9,502,877    (5,158,405)     76,357     (28,635)
Exercise of stock options............   323,332      3,233     179,265                                       
Tax benefit associated stock                                                                                 
  options............................                          139,995                                       
Net income...........................                                      1,257,132                         
                                      ---------    -------  ----------   -----------   ---------    -------- 
Balance, December 31, 1996........... 8,981,681    $89,817  $9,822,137   $(3,901,273)  $  76,357    $(28,635)
                                      ---------    -------  ----------   -----------   ---------    -------- 
                                      ---------    -------  ----------   -----------   ---------    -------- 

The accompanying notes are an integral part of these consolidated financial 
statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING     
POLICIES:                                                                       

ORGANIZATION AND OPERATIONS -- Cable Car Beverage Corporation (the 'Company'),  
formerly Great Eastern International, Inc., was incorporated under the laws of  
Delaware on April 1, 1968. Since 1987, the Company's primary business has been  
the marketing and distribution of beverages and it has been engaged in the food 
and beverage business since 1986.                                               

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                                     

Principles of Consolidation -- The Company's consolidated financial   
statements include the accounts of its wholly-owned subsidiaries Old San        
Francisco Seltzer, Inc. ('SFS') and Fountain Classics, Inc. ('FCI'). All        
significant intercompany accounts and transactions have been eliminated.        

Revenue Recognition -- Revenue from beverage finished product and     
concentrate sales are recorded at the time of receipt and acceptance by the     
customer.                                                                       

   Concentration of Credit Risk -- The Company's customers consist primarily
of beverage distributors. Financial instruments which potentially subject the   
Company to concentrations of credit risk are primarily accounts receivable,     
short-term investments and cash equivalents. The Company performs ongoing credit
evaluations of its customers' financial condition and generally requires no     
collateral from its customers. The Company's sales to major customers are       
discussed in Note 9.                                                            

 Inventories -- Inventories are recorded at the lower of cost or market.
Cost is determined using the first-in, first-out (FIFO) method.                 

   Property and Equipment -- Property and equipment, primarily consisting of
furniture and office equipment, is stated at cost and is generally depreciated  
on a straight-line method over the estimated useful lives of the respective     
depreciable assets of three to five years. Maintenance and repairs are expensed 
as incurred and improvements are capitalized.                                   

    Goodwill -- Goodwill is recorded for the excess of the purchase price over
the fair value of net tangible assets acquired. Goodwill is amortized on a      
straight-line basis over a 25-year period. The recoverability of goodwill is    
assessed quarterly, based on undiscounted projected cash flows. Impairment is   
recognized when a permanent diminution in value occurs.                         

Net Income Per Common Share -- Net income per common share is computed
under the treasury stock method using the weighted average number of common     
shares and dilutive common stock equivalent shares outstanding during the year. 

 Cash Equivalents -- Generally, only highly liquid investments purchased
with original maturities of three months or less are considered to be cash      
equivalents. Cash equivalents included in cash and cash equivalents at December 
31, 1996 and 1995 are certificates of deposit which aggregated approximately    
$135,429 and $318,694, respectively. Cash equivalents are carried at cost which 
approximates fair value. The Company has a cash investment policy which         
generally restricts investments to ensure preservation of principal and         
maintenance of liquidity.                                                       

     Short-term Investments -- Short-term investments are stated at an amortized
cost of $195,042 which, at December 31, 1996, approximates market value.        

    Significant Estimates -- Certain estimates and assumptions that affect the
reported amounts of assets and liabilities, and the reported amounts of revenue 
and expenses are made by management in the preparation of financial statements  
in conformity with generally accepted accounting principles. Actual results     
could differ from these estimates.                                              

NOTE 2 -- MERGER OF SHEYA BROTHERS SPECIALTY BEVERAGES, INC. AND INVESTMENT IN  
AMCON STOCK:                                                                    

On June 7, 1993, the Company merged its wholly-owned subsidiary, Sheya
Brothers Specialty Beverages, Inc. ('SBSB'), into AMCON Distributing Company    
('AMCON'), a then privately held,                                               

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Omaha-based wholesale distributor. In exchange for the net assets of SBSB, the  
Company received 12.5% of the issued and outstanding common stock of AMCON. As  
part of the transaction, the Company agreed to distribute a minimum of          
two-thirds of the AMCON shares to its shareholders, representing approximately  
an 8% ownership interest in AMCON.                                              

    During the third quarter of 1995, the Company wrote-down its investment in
the market price of AMCON common stock as reported by NASDAQ on August 4, 1995, 
the date upon which the stock was initially included on NASDAQ, which resulted  
in a charge of $848,342. The Company then distributed 266,469 shares of AMCON   
common stock as a dividend to the Company's shareholders of record as of July 5,
1995. This distribution of 266,469 shares of AMCON represented 87% of the       
Company's holdings in AMCON. At December 31, 1996, the Company continued to hold
39,674 shares of AMCON common stock.                                            

NOTE 3 -- INVENTORIES:                                                          

Inventories consist of the following:                                 

                                                        [Enlarge/Download Table]

                                                                         DECEMBER 31,      
                                                                   ------------------------
                                                                      1996          1995   
                                                                   ----------    ----------
                                                                                           
Finished Goods.................................................... $1,330,990    $1,009,223
Raw Materials.....................................................  1,099,906       799,034
                                                                   ----------    ----------
                                                                   $2,430,896    $1,808,257
                                                                   ----------    ----------
                                                                   ----------    ----------

NOTE 4 -- OTHER CURRENT LIABILITIES:                                            

Other current liabilities consist of the following:                   

                                                        [Enlarge/Download Table]

                                                                           DECEMBER 31,    
                                                                       --------------------
                                                                         1996        1995  
                                                                       --------    --------
                                                                                           
Commitments for marketing and promotional programs.................... $397,474    $218,621
Unbilled inventory receipts...........................................   64,521     106,808
Bonuses...............................................................  141,800      75,000
Travel and entertainment..............................................   36,186      53,500
Other, individually not material......................................  142,207      89,050
                                                                       --------    --------
                                                                       $782,188    $542,979
                                                                       --------    --------
                                                                       --------    --------

NOTE 5 -- LINE OF CREDIT:                                                       

    During 1996, the Company extended for one year its $500,000 revolving line
of credit collateralized by the Company's accounts receivable and inventory. No 
borrowings were outstanding under the line as of December 31, 1996. Borrowings  
made under the agreement bear interest at a variable rate of one point over     
prime. The line of credit agreement also includes certain financial and other   
covenants. The agreement is currently scheduled to expire in June 1997.         

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

NOTE 6 -- INCOME TAXES:                                                         

The Company's net deferred income tax asset consists of the following:

                                                        [Enlarge/Download Table]

                                                                           DECEMBER 31,    
                                                                       --------------------
                                                                         1996        1995  
                                                                       --------    --------
                                                                                           
Net operating loss carryforwards...................................... $621,000    $742,000
Accrued liabilities and reserves......................................  170,000     145,000
Other, net............................................................   39,000      45,000
Allowance for doubtful accounts.......................................   38,000      21,000
                                                                       --------    --------
                                                                       $868,000    $953,000
                                                                       --------    --------
                                                                       --------    --------

The net operating loss carryforwards are subject to certain annual    
utilization limits. Previously, the Company had recorded a valuation allowance  
equal to the deferred income tax assets due to management's uncertainty about   
the likelihood that the Company would fully utilize these benefits. However, it 
was determined by the Company during 1995 that, based upon the Company's recent 
and expected future operating results, it was then more likely than not that the
Company would realize its future income tax benefits. Based on this             
determination, the Company released the valuation allowance and provided an     
income tax benefit of $936,440 during 1995. As of December 31, 1996, the Company
has net operating loss carryforwards of approximately $1,634,000 which expire   
from 2000 through 2005. Pursuant to Section 382 of the Internal Revenue Code,   
the Company is limited in the amount of net operating loss carryforwards it may 
use each year to offset taxable income. The Company's consolidated Section 382  
annual limitation is approximately $343,000.                                    

 The provision (benefit) for income taxes is comprised of the following:

                                                        [Enlarge/Download Table]

                                                                         YEAR ENDED DECEMBER 31,     
                                                                     --------------------------------
                                                                       1996        1995        1994  
                                                                     --------    ---------    -------
                                                                                                     
Current............................................................. $721,000    $ 219,000    $15,100
Deferred............................................................   86,000     (953,000)         0
                                                                     --------    ---------    -------
                                                                     $807,000    $(734,000)   $15,100
                                                                     --------    ---------    -------
                                                                     --------    ---------    -------

     The provision for income taxes differs from the amount computed by applying
the U.S. federal income tax rate of 34% to pretax earnings as follows:          

                                                        [Enlarge/Download Table]

                                                                      YEAR ENDED DECEMBER 31,         
                                                               -------------------------------------- 
                                                                  1996          1995          1994    
                                                               ----------    -----------    --------- 
                                                                                                      
Income before income taxes.................................... $2,063,678    $   148,691    $ 737,000 

U.S. federal income tax at statutory rate..................... $  702,000    $    50,600    $ 251,000 
Differences:                                                                                          
     State income taxes, net of federal tax benefit...........     43,000          5,200              
Loss on dividend of AMCON stock...............................                   318,100              
Increase (decrease) in unrecognized net operating losses and                                          
  future deductions...........................................                (1,139,000)    (271,000)
Non-deductible items and other, net...........................     62,000         31,100       35,100 
                                                               ----------    -----------    --------- 
Provision for income taxes.................................... $  807,000    $  (734,000)   $  15,100 
                                                               ----------    -----------    --------- 
                                                               ----------    -----------    --------- 

NOTE 7 -- STOCK OPTIONS:                                                        

   The Company, on a discretionary basis, grants non-qualified stock options
to directors, key employees, and consultants to purchase common stock of the    
Company. Stock options are granted at an exercise price not less than the fair  
market value of the common stock on the date of grant and generally vest over   
four or five years. The expiration period generally occurs between three to six 
years.                                                                          

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 The following table summarizes stock option activity for 1994, 1995 and
1996:                                                                           

                                                        [Enlarge/Download Table]

                                                                           WEIGHTED AVERAGE
                                                                SHARES      EXERCISE PRICE 
                                                               ---------   ----------------
                                                                                           
Outstanding at December 31, 1993.............................. 1,224,996         $ .85     
     Granted during 1994......................................   100,000           .75     
     Exercised during 1994....................................  (110,000)          .45     
     Forfeited during 1994....................................   (15,000)          .75     
                                                               ---------        ------     
Outstanding at December 31, 1994.............................. 1,199,996           .88     
     Granted during 1995......................................   312,500          1.23     
     Exercised during 1995....................................  (101,666)          .70     
     Forfeited during 1995....................................  (275,000)          .75     
                                                               ---------        ------     
Outstanding at December 31, 1995.............................. 1,135,830          1.02     
     Granted during 1996......................................   190,000          2.00     
     Exercised during 1996....................................  (323,332)          .56     
     Forfeited during 1996....................................   (99,998)         2.37     
                                                               ---------        ------     
Outstanding at December 31, 1996..............................   902,500         $1.24     
                                                               ---------        ------     
                                                               ---------        ------     

  The weighted average fair values of options granted during 1996 and 1995
were $.448 and $.685, respectively.                                             

The following table summarizes information about stock options as of  
December 31, 1996:                                                              

                                                        [Enlarge/Download Table]

                                               OPTIONS OUTSTANDING        OPTIONS EXERCISABLE   
                                            --------------------------  ------------------------
                                                            WEIGHTED                            
                                                             AVERAGE                   WEIGHTED 
                                                            REMAINING                   AVERAGE 
                                              NUMBER       CONTRACTUAL    NUMBER       EXERCISE 
         RANGE OF EXERCISE PRICES           OUTSTANDING       LIFE      EXERCISABLE      PRICE  
------------------------------------------  -----------    -----------  -----------    ---------
                                                                                                
$0.70 - 0.75..............................    215,000       2.86 years    215,000         0.70  
$1.10.....................................    225,000       3.08 years    205,800         1.10  
$1.25.....................................    272,500       3.65 years    184,300         1.25  
$2.00.....................................    190,000       4.31 years                          
                                            -----------    -----------  -----------    ---------
                                              902,500       3.46 years    605,100         1.00  
                                            -----------    -----------  -----------    ---------
                                            -----------    -----------  -----------    ---------

    The Company applies APB 25 in accounting for its stock compensation plans,
and no compensation expense has been recognized in the financial statements for 
options granted to employees and directors. Had compensation expense for the    
Company's stock option plan been determined based on the fair values at the     
grant dates for awards under the plan consistent with the method of accounting  
prescribed by FASB Statement 123, the Company's net income and income per share 
would have been decreased to the pro forma amounts indicated below for the years
ended December 31:                                                              

                                                        [Enlarge/Download Table]

                                                                        1996       1995  
                                                                     ----------  --------
                                                                                         
Net income:                                                                              
     As reported.................................................... $1,257,132  $882,600
     Pro forma......................................................  1,221,278   805,378
Net income per share:                                                                    
     As reported.................................................... $     0.14  $   0.10
     Pro forma......................................................       0.13      0.09

    In accordance with the guidance provided under SFAS 123, the fair value of
each option grant is estimated using the Black-Scholes option-pricing model with
the following weighted-average assumptions: dividend yield of zero; expected    
volatility of 47% in 1996 and 36% in 1995; risk-free interest rate of 5.83% in  
1996 and 5.59% in 1995; and an expected term of five years. The risk-free       
interest rate used                                                              

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

in the calculation in the yield on the grant date of the U.S. Treasury Strip    
with a maturity equal to the expected term of the option.                       

NOTE 8 -- COMMITMENTS:                                                          

 The Company has commitments to lease office space through September 30,
1997. Rental expense of $41,339, $39,139 and $37,901 has been recognized for the
years ended December 31, 1996, 1995 and 1994, respectively. At December 31,     
1996, the minimum annual rental commitments under noncancellable operating      
leases were approximately $28,350 through September 1997.                       

The Company has outstanding commitments to purchase raw materials     
(primarily glass) which aggregate approximately $2.6 million at December 31,    
1996.                                                                           

The Company has a licensing agreement with Stewart's Restaurants, Inc.
which provides for a sliding-scale royalty with a minimum annual royalty of     
$50,000.                                                                        

NOTE 9 -- MAJOR CUSTOMERS:                                                      

   Two customers accounted for approximately 18% and 14% individually of the
Company's net sales for the year ended December 31, 1996. Two customers each    
accounted for approximately 20% of net sales for the years ended December 31,   
1995 and 1994.                                                                  

NOTE 10 -- QUARTERLY INFORMATION (UNAUDITED)(1):                                

  The following interim financial information represents the 1996 and 1995
consolidated results of operations on a quarterly basis:                        

                                                        [Enlarge/Download Table]

                                                                                        PER  
                                                                                       COMMON
                                                                  PRETAX               SHARE 
                                                       GROSS      INCOME       NET      NET  
QUARTER ENDED                             REVENUE      PROFIT     (LOSS)      INCOME   INCOME
---------------------------------------  ----------  ----------  ---------   --------  ------
                                                                                             
December 31, 1996......................  $4,275,088  $1,153,903  $ 339,092   $208,610   $.02 
September 30, 1996.....................   5,664,924   1,579,016    758,762    445,115    .05 
June 30, 1996..........................   5,249,735   1,482,795    675,506    430,051    .05 
March 31, 1996.........................   3,682,809     985,908    290,318    173,356    .02 

December 31, 1995......................  $3,214,852  $  699,116  $ 120,515   $102,054   $.01 
September 30, 1995.....................   4,286,294   1,060,199   (502,320)   355,763    .04 
June 30, 1995..........................   3,453,111     957,094    397,313    322,001    .04 
March 31, 1995.........................   1,889,363     508,051    133,182    102,782    .01 

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

(1) The Unaudited Quarterly Information for 1995 was not reviewed by the        
  Company's independent accountants in accordance with standards established
for such reviews.                                                       

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                                                                    APPENDIX A-2
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A 

AMENDMENT NO. 1 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

(Mark One)                                                                      

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934                                                                 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 

[ ] 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 0-14784
------------------------
CABLE CAR BEVERAGE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

         DELAWARE                                     52-0880815
  (STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
  OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

717 17TH STREET, SUITE 1475, DENVER, COLORADO                    80202          
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)     

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 298-9038
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

                    NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS              WHICH REGISTERED         
-------------------              ----------------         
None                             None         

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

Common Stock, $.01 Par Value
(TITLE OF CLASS)

 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 ______                 

   The aggregate market value of equity securities held by non-affiliates of
the Registrant on April 23, 1997 was approximately $17,035,000.                 

As of April 23, 1997 there were 8,905,324 shares of common stock      
outstanding.                                                                    

================================================================================

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                    

Directors and Executive Officers                                            

The executive officers and directors of the Company are as follows:   

                                                                [Download Table]

                                           YEAR BECAME                            
                NAME                  AGE   DIRECTOR            POSITION          
------------------------------------  ---  -----------  --------------------------

                                                                                  
Samuel M. Simpson...................  44       1986     President, Director       
James P. McCloskey..................  46       1992     Director                  
William H. Rutter...................  45       1995     Director                  
Myron D. Stadler....................  30     N/A        Chief Accounting Officer  

Set forth below is certain information regarding the directors and    
executive officers:                                                             

       Samuel M. Simpson has been President, Chief Executive Officer and a
    director of the Company since 1986. He has served as Chairman of the Board
since 1992. He was employed as a consultant to reorganize the Company 
 during 1983 prior to joining the Company first as its Vice President in
   1984 and later as its President and Chief Executive Officer in 1986. From
   1979 to 1984 Mr. Simpson was President of Energy Prospects, Inc. a Denver
based privately owned oil and gas company.                            

James P. McCloskey is Chief Financial Officer of Red Robin  
International, Inc. in Denver, Colorado and has been a director of the
     Company since 1992. From April 1994 to February 1996, Mr. McCloskey was the
  Chief Financial Officer for Avalon Software Company, in Tucson, Arizona.
  From 1988 until April 1994, he was Chief Financial Officer of the Famous
 Amos Chocolate Chip Cookie Corporation, San Francisco, California. From
     1985 to 1988 he was Chief Financial Officer and President, respectively, of
the William J. Ash Corporation and The James P. McCloskey Corporation,
   Denver, Colorado, both privately owned real estate development companies.
Mr. McCloskey is a certified public accountant.                       

          William H. Rutter is a private investor and has been a director of the
Company since 1995. From 1991 to 1993, Mr. Rutter was the president of
    Capstone Management Corporation which owns and operates restaurants in the
 Denver area. From 1984 to 1990, he was a partner in Sherman & Howard, a
Denver, Colorado law firm.                                            

        Myron D. Stadler has been employed by the Company since 1992 and was
    elected Chief Accounting Officer and Secretary in 1995. Prior to 1992, Mr.
Stadler was a financial analyst for the City and County of Denver at  
Stapleton International Airport.                                      

ITEM 11. EXECUTIVE COMPENSATION.                                                

  The following table provides summary information concerning compensation
paid to or earned by the Company's Chief Executive Officer for the years ended  
December 31, 1996, 1995 and 1994.                                               

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SUMMARY COMPENSATION

                                                        [Enlarge/Download Table]

                                                                              LONG-TERM                             
                                                                            COMPENSATION                            
                                ANNUAL COMPENSATION                            AWARDS                PAYOUTS        
                              ------------------------                   -------------------  ----------------------
           NAME &                              OTHER        ANNUAL       RESTRICTED             LTIP     ALL OTHER  
     PRINCIPAL POSITION       YEAR   SALARY    BONUS    COMPENSATION(2)    STOCK     OPTIONS  #PAYOUTS  COMPENSATION
----------------------------- ----  --------  --------  ---------------  ----------  -------  --------  ------------
                                                                                                                    
Samuel M. Simpson(1)                                                                                                
  President & Chairman                                                                                              
  of the Board............... 1996  $150,000  $140,000     $ 170,266         $0         0        $0          $0     
                              1995   120,000    75,000             0          0         0         0           0     
                              1994   115,137    40,000             0          0         0         0           0     

------------                                                                    
(1) As permitted by Commission rules, no amounts are shown for certain          
perquisites, where such amounts do not exceed the lesser of 10% of bonus
plus salary or $50,000.                                                 

(2) The amounts under 'Other Annual Compensation' represent the value realized  
from the exercise of stock options.                                     

     The following table provides information with respect to the named officers
concerning unexercised stock options held as of December 31, 1996.              

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

                                                        [Enlarge/Download Table]

                                                            NUMBER OF                                             
                                                           UNEXERCISED                 VALUE OF UNEXERCISED       
                                                            OPTIONS AT                 IN THE MONEY OPTIONS       
                              SHARES                   DECEMBER 31, 1996(#)         AT DECEMBER 31, 1996($)(1)    
                            ACQUIRED ON   VALUE    ----------------------------  ---------------------------------
           NAME             EXERCISE(#)  REALIZED  EXERCISABLE    UNEXERCISABLE    EXERCISABLE      UNEXERCISABLE 
--------------------------  -----------  --------  -----------    -------------  ---------------    --------------
                                                                                                                  
Samuel M. Simpson                                                                                                 
  President & Chairman                                                                                            
  of the Board............    166,666     170,266    135,000          75,000         140,250            18,750    
Myron D. Stadler                                                                                                  
  Chief Accounting                                                                                                
  Officer & Secretary.....     25,000      20,428     27,200          42,800          31,980            28,520    

------------                                                                    
(1) Based on the closing bid price of the Company's common stock at December 31,
1996 as reported by the NASDAQ system.                                  

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                                                     POTENTIAL    
                                                                                                     REALIZABLE   
                                                                                                  VALUE AT ASSUMED
                                                                                                  ANNUAL RATES OF 
                                          INDIVIDUAL GRANTS                                            STOCK      
                        -----------------------------------------------------                          PRICE      
                                              % OF TOTAL OPTIONS                                  APPRECIATION FOR
                        NUMBER OF SECURITIES      GRANTED TO      EXERCISE OR                      OPTION TERM(1) 
                         UNDERLYING OPTIONS      EMPLOYEES IN     BASE PRICE                      ----------------
         NAME              GRANTED (#)(2)        FISCAL YEAR        ($/SH)      EXPIRATION DATE     5%       10%  
----------------------- --------------------  ------------------  -----------  -----------------  ------    ------
                                                                                                                  
McCloskey, James P.....        37,500                 20%            $2.00     December 31, 2000  11,822    24,825
Rutter, William H......        37,500                 20%            $2.00     December 31, 2000  11,822    24,825
Simpson, Samuel M......        75,000                 39%            $2.00     December 31, 2000  23,644    49,650
Stadler, Myron.........        20,000                 11%            $2.00     December 31, 2003   3,370     7,262

------------                                                                    
(1) The potential realizable value is based on the term of the option at the    
    date of grant. It is calculated by assuming that the stock price on the date
  of grant appreciates at the indicated annual rate, compounded annually for
  the entire term, and that the option is exercised and sold on the last day
   of the option term for the appreciated stock price. These amounts represent
certain assumed rates of                                                

                                              (footnotes continued on next page)

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(footnotes continued from previous page)                                        

 appreciation only, in accordance with the rules of the Commission, and do
not reflect the Company's estimate or projection of future stock price  
performance. Actual gains, if any, are dependent on the actual future   
   performance of the Common Stock. There can be no assurance that the amounts
reflected in this table will be achieved.                               

(2) These options become exercisable December 31, 1997 through December 31,     
2000.                                                                   

COMPENSATION PURSUANT TO PLANS                                                  

   The Company presently has no proposed compensation plans such as pension,
profit sharing, retirement plans, or other similar forms of executive           
compensation.                                                                   

EMPLOYMENT AGREEMENT                                                            

     The Company's President and Chief Executive Officer, Samuel M. Simpson, has
an employment agreement with the Company which currently runs through December  
31, 1999. Mr. Simpson's agreement provides for an annual base salary of $175,000
plus an annual bonus which is based on the Company achieving certain financial  
performance levels.                                                             

DIRECTORS                                                                       

     The Company compensates outside directors at the rate of $1,000 per quarter
and reimburses direct expenses associated with attending meetings. The Board of 
Directors does not have committees.                                             

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.        

     The table below sets forth information as of April 23, 1997 with respect to
beneficial ownership of the Common Stock by all directors and officers, both    
individually and as a group, and by each person known by the Company to be the  
beneficial owner of more than five percent of the outstanding shares of the     
Common Stock. As of April 23, 1997 the Company had 8,905,324 shares of common   
stock outstanding.                                                              

                                                        [Enlarge/Download Table]

                                                                  AMOUNT AND NATURE OF     PERCENT OF 
                             NAME                               BENEFICIAL OWNERSHIP(1)    CLASS OWNED
                           --------                            --------------------------  -----------

                                                                                                      
OFFICERS & DIRECTORS                                                                                  
     Samuel M. Simpson........................................          1,314,877              14.3%  
     James P. McCloskey.......................................            143,625              1.57%  
     William H. Rutter........................................            761,232              8.39%  
     Myron D. Stadler.........................................             95,000              1.05%  
          Officers and Directors as a Group (4 persons).......          2,314,734              24.4%  

5% SHAREHOLDERS                                                       

None                                                                  
------------                                                                    

(1) Includes presently outstanding options to purchase shares of the Company's  
Common Stock held by each of the foregoing.                             

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        

On May 1, 1996, the Company loaned $75,000 to Samuel M. Simpson, the  
Company's President and CEO. The loan proceeds were used by Mr. Simpson to      
exercise 166,666 stock options in the Company. This loan was evidenced by a     
promissory note bearing interest of 8% per annum, with interest and principal   
due and payable on January 31, 1997. Mr. Simpson pledged 268,644 shares of      
common stock of the Company as security for this loan. The largest aggregate    
amount of indebtedness during 1996 was $79,016.39 which included $4,016.39 of   
accrued interest. The entire amount of the loan including interest was repaid on
December 31, 1996.                                                              

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PART IV 

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

(a) The following documents are filed as a part of this report:       

FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES                          

    The financial statements and financial statement schedules filed with this
report are listed in the Index to Financial Statements appearing on page F1.    

EXHIBITS                                                                        

The documents listed below have been filed as exhibits to this report:

                                                        [Enlarge/Download Table]

 EXHIBIT                                                                                                            
 NUMBER                                                    EXHIBITS                                                 
---------  ---------------------------------------------------------------------------------------------------------
                                                                                                                    
  (3)(a) -- Certificate of Incorporation, as amended (Filed as Exhibit (3) with and incorporated by reference from  
            Form 10-K dated October 9, 1987)                                                                        
  (3)(b) -- Certificate of Amendment -- July 20, 1989, changing name*                                               
  (3)(c) -- Bylaws, as amended (Filed as Exhibit (3) with and incorporated by reference from Form 10-K dated        
            October 9, 1987)                                                                                        
 (10)(g) -- Stewart's Master Agreement -- Stewart's Restaurants, Inc. as amended by Addendum, dated April 11, 1994  
            and incorporated by reference from Form 10-K dated May 4, 1994                                          
 (10)(s) -- Employment Agreement with executive, Samuel M. Simpson and incorporated by reference from Form 10-K     
            dated April 14, 1995                                                                                    
 (10)(t) -- Addendum to Employment Agreement with executive, Samuel M. Simpson                                      
 (21)    -- Subsidiaries of the Company (Filed as Exhibit (22) with and incorporated by reference to the current    
             Form 10-K, Note 1 to the Consolidated Financial Statements)                                            

------------                                                                    
*  Incorporated by reference to Form S-1 filed September 25, 1989, SEC file     
#33-30480.                                                                

(b) Reports on Form 8-K                                               

None.                                                           

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SIGNATURES

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

                                CABLE CAR BEVERAGE CORPORATION
                (Registrant)
                               By    /S/ SAMUEL M. SIMPSON
                                     .........................
                                   SAMUEL M. SIMPSON
                                   PRESIDENT AND CHIEF
                                   EXECUTIVE OFFICER

Date: April 23, 1997                                                            

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
Registrant and in the capacities and on the dates indicated.                    

                                                        [Enlarge/Download Table]

                SIGNATURE                                     CAPACITY                           DATE        
------------------------------------------  --------------------------------------------  -------------------
                                                                                                             
          /s/ SAMUEL M. SIMPSON             Chairman of the Board and President             April 23, 1997   
 .........................................                                                                   
           (SAMUEL M. SIMPSON)                                                                               

           /s/ MYRON D. STADLER             Chief Accounting Officer                        April 23, 1997   
 .........................................                                                                   
            (MYRON D. STADLER)                                                                               

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                                                                    APPENDIX A-3
=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-Q 
(Mark One)                                                                      
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES                
EXCHANGE ACT OF 1934                                                    

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997          

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 0-14784

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

CABLE CAR BEVERAGE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

          DELAWARE                                      52-0880815
   (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER
          OF INCORPORATION)                              IDENTIFICATION NO.)

717 17TH STREET, SUITE 1475, DENVER, COLORADO                   80202-3314      
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)    

(303) 298-9038
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT) 

 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 _______                 

The Registrant had 8,948,324 shares of its $.01 par value common stock
outstanding as of August 8, 1997.                                               

================================================================================

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                                                                       FORM 10-Q
                                                                     2ND QUARTER

INDEX 

                                                        [Enlarge/Download Table]

                                                                                                             PAGE
                                                                                                             ----
                                                                                                                 
Part I -- Financial Information                                                                                  

Item 1. Consolidated Financial Statements:                                                                       

     Consolidated balance sheet at June 30, 1997 (Unaudited) and at December 31, 1996......................     3

     Consolidated statement of operations for the six-month and three-month periods ended June 30, 1997 and      
      June 30, 1996 (Unaudited)............................................................................     4

     Consolidated statement of cash flows for the six-month periods ended June 30, 1997 and June 30, 1996        
      (Unaudited)..........................................................................................     5

     Consolidated statement of changes in stockholders' equity (Unaudited).................................     6

     Notes to unaudited consolidated financial statements for the six-month period ended June 30, 1997.....     7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............     7

Part II -- Other Information...............................................................................     9

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PART I -- FINANCIAL INFORMATION 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS                                       

CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
UNAUDITED CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]

                                                                                       JUNE 30,     DECEMBER 31,
                                                                                         1997           1996    
                                                                                      -----------   ------------
                                                                                                                
                                       ASSETS                                                                   
Current assets:                                                                                                 
     Cash and cash equivalents......................................................  $ 1,229,406   $ 1,408,729 
     Short-term investments.........................................................                    195,042 
     Accounts receivable, net of allowance for doubtful accounts of $143,025 at June                            
      30, 1997 and $100,743 at December 31, 1996....................................    2,694,410     1,336,094 
     Inventories, net...............................................................    3,246,493     2,430,896 
     Prepaid expenses and other current assets......................................       86,012        23,582 
     Deferred income tax assets.....................................................      519,950       394,029 
                                                                                      -----------   ------------
          Total current assets......................................................    7,776,271     5,788,372 
Property and equipment, net                                                                                     
     Property and equipment less accumulated depreciation of $173,896 at June 30,                               
      1997 and $144,441 at December 31, 1996........................................      127,945       130,778 
Other assets:                                                                                                   
     Goodwill and other intangibles, less accumulated amortization of $414,842 at                               
      June 30, 1997 and $387,168 at December 31, 1996...............................      763,649       591,265 
     Investment in AMCON Distributing Co............................................       99,185        99,185 
     Other assets...................................................................        1,312        58,603 
     Deferred income tax assets.....................................................      404,541       473,579 
                                                                                      -----------   ------------
                                                                                      $ 9,172,903   $ 7,141,782 
                                                                                      -----------   ------------
                                                                                      -----------   ------------
                        LIABILITIES AND STOCKHOLDERS' EQUITY                                                    
Current liabilities:                                                                                            
     Accounts payable and accrued liabilities.......................................  $   795,227   $   231,408 
     Accrued income taxes...........................................................       66,360       146,140 
     Other current liabilities......................................................    1,559,292       782,188 
                                                                                      -----------   ------------
          Total current liabilities.................................................    2,420,879     1,159,736 
                                                                                      -----------   ------------
Stockholders' equity:                                                                                           
     Common stock, $.01 par value; 25,000,000 shares authorized; 9,024,681 shares                               
      issued at June 30, 1997 and 8,981,681 issued at December 31, 1996.............       90,247        89,817 
     Additional paid-in capital.....................................................    9,898,687     9,822,137 
     Accumulated deficit............................................................   (3,208,275)   (3,901,273)
     Less -- 76,357 common shares in treasury.......................................      (28,635)      (28,635)
                                                                                      -----------   ------------
                                                                                        6,752,024     5,982,046 
                                                                                      -----------   ------------
                                                                                      $ 9,172,903   $ 7,141,782 
                                                                                      -----------   ------------
                                                                                      -----------   ------------

See notes to unaudited consolidated financial statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                            THREE MONTHS ENDED          SIX MONTHS ENDED      
                                                                 JUNE 30,                   JUNE 30,          
                                                         ------------------------   ------------------------- 
                                                            1997          1996         1997           1996    
                                                         ----------    ----------   -----------    ---------- 
                                                                                                              
Revenue:                                                                                                      
     Sales.............................................. $7,388,832    $5,249,735   $12,746,696    $8,932,544 
Cost and expenses:                                                                                            
     Cost of goods sold.................................  5,283,393     3,766,940     9,123,558     6,463,841 
     General and administrative.........................    668,652       273,375       940,373       515,129 
     Selling and distribution...........................    735,603       521,183     1,385,775       965,331 
     Depreciation and amortization......................     33,410        22,277        57,129        42,084 
                                                         ----------    ----------   -----------    ---------- 
                                                          6,721,058     4,583,775    11,506,835     7,986,385 
                                                         ----------    ----------   -----------    ---------- 
Income from operations..................................    667,774       665,960     1,239,861       946,159 
Other income and (expenses):                                                                                  
     Interest income and other non-operating income.....     15,220         9,629        31,344        19,893 
     Interest expense...................................                      (83)                       (228)
                                                         ----------    ----------   -----------    ---------- 
Income before income taxes..............................    682,994       675,506     1,271,205       965,824 
Provision for income taxes..............................    340,988       245,455       578,207       362,417 
                                                         ----------    ----------   -----------    ---------- 
Net income.............................................. $  342,006    $  430,051   $   692,998    $  603,407 
                                                         ----------    ----------   -----------    ---------- 
Net income per common share............................. $      .04    $      .05   $       .07    $      .07 
                                                         ----------    ----------   -----------    ---------- 
                                                         ----------    ----------   -----------    ---------- 

Weighted average common and common equivalent shares....  9,687,764     9,050,647     9,602,700     9,022,000 
                                                         ----------    ----------   -----------    ---------- 
                                                         ----------    ----------   -----------    ---------- 

See notes to unaudited consolidated financial statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                                         SIX MONTHS ENDED      
                                                                                           SEPTEMBER 30,       
                                                                                     ------------------------- 
                                                                                        1997           1996    
                                                                                     -----------     --------- 
                                                                                                               
Cash flows from operating activities:                                                                          
     Net income..................................................................... $   692,998     $ 603,407 
     Adjustment to reconcile net income to net cash from operating activities:                                 
          Depreciation and amortization.............................................      57,129        42,084 
          Provision for loss on accounts receivable.................................      42,282        21,332 
     Change in assets and liabilities:                                                                         
          Accounts receivable.......................................................  (1,492,886)     (845,677)
          Inventories...............................................................    (815,597)     (545,604)
          Prepaid expenses and other current assets.................................     (62,430)      (14,749)
          Other assets..............................................................      57,291       (72,161)
          Deferred income tax assets................................................     (56,883)       44,363 
          Accounts payable and accrued liabilities..................................     563,819       597,424 
          Accrued income taxes......................................................     (79,780)      220,753 
          Other current liabilities.................................................     777,104       193,353 
                                                                                     -----------     --------- 
               Net cash from (used in) operating activities.........................    (316,953)      244,525 
                                                                                     -----------     --------- 
Cash flows from investing activities:                                                                          
     Proceeds from short-term investments...........................................     195,042               
     Cash paid to reacquire certain distribution rights.............................     (30,790)              
     Property and equipment acquisitions............................................     (26,622)      (39,141)
                                                                                     -----------     --------- 
               Net cash from (used in) investing activities.........................     137,630       (39,141)
                                                                                     -----------     --------- 
Cash flows from financing activities:                                                                          
     Principal payments on debt.....................................................                    (4,389)
     Proceeds from issuance of stock................................................                   134,998 
                                                                                     -----------     --------- 
               Net cash from financing activities...................................                   130,609 
                                                                                     -----------     --------- 
Net increase (decrease) in cash and cash equivalents................................    (179,323)      335,993 
Cash and cash equivalents at beginning of period....................................   1,408,729       576,191 
                                                                                     -----------     --------- 
Cash and cash equivalents at end of period.......................................... $ 1,229,406     $ 912,184 
                                                                                     -----------     --------- 
                                                                                     -----------     --------- 
Supplemental disclosure of non-cash financing and investing activities                                         
     Issuance of stock to reacquire certain distribution rights..................... $    76,980               
     Forgiveness of accounts receivable to reacquire certain distribution rights....      92,288               

See notes to unaudited consolidated financial statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                            COMMON STOCK      ADDITIONAL                  TREASURY STOCK   
                                        --------------------   PAID-IN    ACCUMULATED   ------------------ 
                                         SHARES      AMOUNT    CAPITAL      DEFICIT     SHARES     AMOUNT  
                                        ---------    -------  ----------  -----------   ------    -------- 
                                                                                                           
Balance, December 31, 1996............. 8,981,681    $89,817  $9,822,137  $(3,901,273)  76,357    $(28,635)
Stock issued to reacquire certain                                                                          
  distribution rights..................    43,000        430      76,550                                   
Net Income.............................                                       692,998                      
                                        ---------    -------  ----------  -----------   ------    -------- 
Balance June 30, 1997.................. 9,024,681    $90,247  $9,898,687  $(3,208,275)  76,357    $(28,635)
                                        ---------    -------  ----------  -----------   ------    -------- 
                                        ---------    -------  ----------  -----------   ------    -------- 

See notes to unaudited consolidated financial statements

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CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- FINANCIAL STATEMENTS PRESENTATION                                     

The consolidated interim financial statements of Cable Car Beverage   
Corporation (the 'Company') at June 30, 1997, and for the six-month and         
three-month periods ended June 30, 1997, and June 30, 1996 are unaudited. In the
opinion of management, all adjustments (consisting of only normal recurring     
adjustments) necessary to present fairly the consolidated financial position,   
results of operations and cash flows for all periods presented have been made.  

The Company's consolidated interim financial statements include the   
accounts of its wholly-owned subsidiaries, Old San Francisco Seltzer, Inc. and  
Fountain Classics, Inc.                                                         

 Certain information and substantially all footnote disclosures normally
included in financial statements prepared in accordance with generally accepted 
accounting principles have been omitted. It is suggested that these financial   
statements be read in conjunction with the fiscal year ended Company's          
consolidated financial statements, filed in Form 10-K for December 31, 1996. The
results of operations for the period ended June 30, 1997 are not necessarily    
indicative of the operating results for the full year.                          

     Certain reclassifications have been reflected in the prior period financial
statements to conform to the current year presentations.                        

NOTE 2 -- NET INCOME PER COMMON SHARE                                           

  Net income per common share was computed under the treasury stock method
using the weighted average number of common shares and dilutive common stock    
equivalent shares outstanding during the period. In February 1997, the FASB     
issued SFAS No. 128, 'Earnings per Share,' which is effective for periods ending
after December 15, 1997 and requires changes in the computation, presentation   
and disclosure of earnings per share. Earnings per share for all prior periods  
must be restated to conform with computation provisions of SFAS No. 128. The    
adoption of SFAS No. 128 for the year ended December 31, 1997 will not have a   
material impact on the Company's reported financial results.                    

NOTE 3 -- INVENTORIES                                                           

Inventories consisted of:                                             

                                                        [Enlarge/Download Table]

                                                                   JUNE 30,   DECEMBER 31,
                                                                     1997         1996    
                                                                  ----------  ------------
                                                                                          
Finished Goods................................................... $1,519,816   $1,330,990 
Raw Materials....................................................  1,726,677    1,099,906 
                                                                  ----------  ------------
                                                                  $3,246,493   $2,430,896 
                                                                  ----------  ------------
                                                                  ----------  ------------

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS                                                                   

 Certain statements in the following discussions regarding the Company's
future product and business plans, financial results, performance and events are
forward-looking statements and are based on current expectations. Actual results
may differ materially due to a number of risks and uncertainties.               

CURRENT DEVELOPMENTS                                                            

     During the second quarter, the Company reacquired territorial marketing and
distribution rights from certain of its distributors located in the northeastern
United States. The cost to reacquire these territorial distribution rights      
totaled $200,058, of which $30,790 was paid in cash, $92,288 was accounts       
receivable forgiven, and the remainder was paid through the issuance of the     
Company's common stock.                                                         

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RESULTS OF OPERATIONS                                                           

COMPARISON OF THE SIX-MONTH PERIODS ENDED JUNE 30, 1997 AND JUNE 30, 1996       

Revenue for the six-months ended June 30, 1997 was $12,746,696 versus 
revenue of $8,932,544 for the six-months ended June 30, 1996. This increase of  
$3,814,152, or 43%, was primarily due to increased sales of Stewart's brand     
products.                                                                       

   Cost of goods sold increased by $2,659,717 for the comparative six-months
ended June 30, 1997 and June 30, 1996. As a percentage of sales, cost of goods  
sold decreased to 71.6% for the six-months ended June 30, 1997 from 72.4% for   
the six-months ended June 30, 1996. The improved gross margin was primarily due 
to favorable sweetener costs compared with the six months ended June 30, 1996.  

General and administrative expenses increased by $425,244 for the     
six-months ended June 30, 1997 compared to the six-months ended June 30, 1996.  
General and administrative costs also increased as a percentage of sales to 7.4%
from 5.8% for the six-months ended June 30, 1997 and 1996, respectively. This   
increase is primarily the result of approximately $313,000 of expenses related  
to the proposed merger with Triarc Companies, Inc. (see Part II, Item 5, below).
These expenses are non-recurring and are not related to ongoing operations of   
the Company. Excluding these merger related expenses, general and administrative
expenses would have been $627,557 or 4.9% of sales.                             

  Selling and distribution expenses increased $420,444 for the comparative
six-months ended June 30, 1997 from June 30, 1996, primarily due to increased   
promotional spending on the Stewart's brand products. As a percentage of sales, 
selling expenses were relatively constant at 11%.                               

Pre-tax income rose $305,381, or 32%, to $1,271,205 for the six-months
ended June 30, 1997 from $965,824 for the six-months ended June 30, 1996. Net   
income rose $89,591, or 15%, to $692,998 from $603,407 for the comparative      
periods ending June 30, 1997 and 1996, respectively. Excluding merger related   
costs, pre-tax income would have risen 64% to $1,584,021 and net income would   
have increased 57% to $949,522 for the six-month period compared to the prior   
year period.                                                                    

COMPARISON OF THE THREE-MONTH PERIODS ENDED JUNE 30, 1997 AND JUNE 30, 1996     

Revenue for the three-months ended June 30, 1997 was $7,388,832 versus
revenue of $5,249,735 for the three-months ended June 30, 1996. This increase of
$2,139,097, or 41%, was primarily due to increased sales of Stewart's brand     
products.                                                                       

     Cost of goods sold increased by $1,516,453 for the comparative three-months
ended June 30, 1997 and June 30, 1996. As a percentage of sales, cost of goods  
sold remained relatively constant at 72% for the comparative three-months ended 
June 30, 1997 and 1996.                                                         

General and administrative expenses increased by $395,277 for the     
three-months ended June 30, 1997 compared to the three-months ended June 30,    
1996. General and administrative costs also increased as a percentage of sales  
to 9% from 5.2% for the three-months ended June 30, 1997 and 1996, respectively.
This increase is primarily the result of approximately $313,000 of expenses     
related to the proposed merger with Triarc Companies, Inc. (see Part II, Item 5,
below). These expenses are non-recurring and are not related to ongoing         
operations of the Company. Excluding these merger related expenses, general and 
administrative expenses would have been $355,836 or 4.8% of sales.              

  Selling and distribution expenses increased $214,420 for the comparative
three-months ended June 30, 1997 from June 30, 1996, primarily due to increased 
promotional spending on the Stewart's brand products. As a percentage of sales, 
selling expenses were relatively constant at 10%.                               

   Pre-tax income rose $7,488, or 1%, to $682,994 for the three-months ended
June 30, 1997 from $675,506 for the three-months ended June 30, 1996. Net income
declined $88,045, or 20%, to $342,006 from $430,051 for the comparative         
three-month periods ended June 30, 1997 and 1996, respectively. Excluding merger
related costs, pre-tax income would have rose 47% to $995,810 and net income    
would have increased 39% to $598,530 for the three-month period compared to the 
prior year period.                                                              

Because the Triarc merger related expenses are not deductible for tax 
purposes, the Company's annual effective tax rate for 1997 is expected to be    
45%. The effective tax rate of 50% and 45% for the                              

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three-months and six-months ended June 30, 1997, respectively, reflect the      
impact of the nondeductible merger expenses.                                    

LIQUIDITY AND CAPITAL RESOURCES                                                 

     The Company's current ratio at June 30, 1997 was 3.21 as compared to 5.0 at
December 31, 1996. Working capital at June 30, 1997 was $5,355,392 as compared  
to $4,628,636 at December 31, 1996. For the six-months ended June 30, 1997, cash
decreased by $179,323. The principal use of cash during this period was for     
operating activities. Inventories and accounts receivable increased             
significantly as a result of increased sales. Net income adjusted for           
depreciation, amortization and other provisions generated approximately $792,000
in cash. Accounts receivable and inventories increased by a total of            
approximately $2,308,000, and accounts payable and other current liabilities    
increased approximately $1,341,000. Investing activities provided cash of       
approximately $138,000, primarily from the proceeds from short-term investments.

 The Company intends to utilize cash from operations to meet its ongoing
obligations. The Company also maintains a bank line of credit in the amount of  
$500,000 which it may utilize from time to time to meet seasonal cash needs.    
Management does not expect liquidity problems for the next twelve months        
assuming the Company can maintain or exceed its current sales volume, and       
expenses as a percentage of sales remain relatively constant.                   

FORWARD-LOOKING STATEMENTS                                                      

   This Quarterly Report of Form 10-Q contains certain statements, including
statements under 'Item 2. Management's Discussion and Analysis of Financial     
Condition and Results of Operations,' that constitute 'forward-looking          
statements' within the meaning of the Private Securities Litigation Reform Act  
of 1995. Such forward-looking statements involve known and unknown risks,       
uncertainties and other factors which may cause the actual results of the       
Company to be materially different from any future results implied by such      
forward-looking statements. Such factors include, but are not limited to general
economic and business conditions; the costs of raw materials, the ability of the
Company to maintain margins; continued or new relationships with distributors   
and brand support, changes in consumer preferences; government regulations and  
other factors. The Company undertakes no obligation to revise any               
forward-looking statements in order to reflect events or circumstances that may 
arise after the date of this report.                                            

PART II -- OTHER INFORMATION

ITEM 5. OTHER INFORMATION                                                       

MERGER AGREEMENT -- TRIARC COMPANIES, INC.                                      

On June 24, 1997 the Company entered into a definitive agreement with 
Triarc Companies, Inc. (NYSE:TRY) whereby the Company agreed to be merged with a
wholly-owned subsidiary of Triarc (the 'Merger Agreement'). Approval of the     
Merger Agreement and the proposed merger (the 'Merger') requires the affirmative
vote of a majority of the outstanding shares of the Company's common stock.     

   Pursuant to the proposed Merger, each share of the Company's Common Stock
issued and outstanding immediately prior to the effective time of the Merger    
(other than treasury shares and shares held by Triarc and its subsidiaries and  
subsidiaries of the Company, all of which will be canceled, and shares with     
respect to which the holder has exercised appraisal rights under Delaware law)  
will be converted into the right to receive 0.1722 of a share (the 'Conversion  
Price') of Class A common stock, par value $.10 per share, of Triarc (the       
'Triarc Common Stock'), subject to the adjustment described below, and any cash 
to be paid in lieu of fractional shares of Triarc Common Stock. The Conversion  
Price is subject to adjustment as follows: (i) if the Average Triarc Share Price
(based on the average closing price for 15 consecutive trading days immediately 
preceding closing) is less than $18.875, then the Conversion Price shall be     
adjusted to equal the quotient obtained by dividing $3.25 by such Average Triarc
Share Price, and (ii) if the Average Triarc Share Price is greater than $24.50, 
then the Conversion                                                             

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Price shall be adjusted to equal the quotient obtained by dividing $4.22 by such
Average Triarc Share Price.                                                     

    Triarc is a holding company which, through its subsidiaries, is engaged in
the following businesses: beverages, restaurants, dyes and specialty chemicals  
and liquefied petroleum gas. The beverage operations are conducted by the Triarc
Beverage Group through Royal Crown Company, Inc., Mistic Brands, Inc. and, since
its acquisition on may 22, 1997, Snapple Beverage Corp.; the restaurant         
operations are conducted by the Triarc Restaurant Group through Arby's, Inc.;   
the dyes and specialty chemical operations are conducted through C.H. Patrick & 
Co., Inc.; and the liquefied petroleum gas operations are conducted through     
National Propane Corporation, the managing general partner of National propane  
Partners, L.P., and its operating subsidiary partnership, National Propane, L.P.

CHANGE OF CONTROL                                                               

   As a condition to its entering into the Merger Agreement, Triarc required
Samuel M. Simpson, the President and Chief Executive Officer of the Company,    
Susan L. Neff, Mr. Simpson's wife, William H. Rutter, a director of the Company,
and Susan L. Fralick, Mr. Rutter's wife (collectively, the 'Subject             
Stockholders'), to enter into a Stockholders Agreement, as amended (the         
'Stockholders Agreement'). The Subject Stockholders own an aggregate of         
1,766,409 shares of the Company's Common Stock, or approximately 19.7% of the   
shares of the Company's Common Stock, which are subject to the terms of the     
Stockholders Agreement (such amount does not include 12,200 shares owned by them
but not subject to the Stockholders Agreement). Each Subject Stockholder has    
agreed that at any meeting of the holders of the Company's Common Stock, he or  
she will, until the effective time or the termination of the Merger Agreement,  
vote or cause to be voted such Cable Car Common Stock and any of the Company's  
Common Stock acquired by them after the date of the Stockholders Agreement in   
favor of approval of the Merger Agreement and the merger and against certain    
other actions. Moreover, each Subject Stockholder has also granted Triarc an    
irrevocable proxy to vote his or her shares of stock as specified above in the  
event that such Subject Stockholder fails to so vote his or her stock in the    
agreed upon manner.                                                             

In addition, pursuant to the Stockholders Agreement, each Subject     
Stockholder has granted to Triarc an exclusive and irrevocable option to        
purchase his or her stock in whole but not in part under certain circumstances  
at a price per share in cash equal to the product obtained by multiplying 0.1722
(the 'Option Conversion Price') times the average (without rounding) of the     
closing prices per share of Triarc Common Stock on the NYSE on the NYSE         
Composite Tape for the 15 consecutive NYSE trading days ending on the NYSE      
trading day immediately preceding the date of the closing of the exercise of the
option (the 'Option Average Share Price'), subject to the following adjustment: 
if the Option Average Share Price is less than $18.875, then the Option         
Conversion Price will be adjusted to equal the quotient obtained by dividing    
$3.25 by the Option Average Share Price, and if the Option Average Share Price  
is greater than $24.50, then the Option Conversion Price will be adjusted to    
equal the quotient obtained by dividing $4.22 by the Option Average Share Price.

AGREEMENTS WITH STEWART'S                                                       

On June 24, 1997 the Company entered into agreements with Stewart's   
Restaurants, Inc. ('Stewart's Restaurants') amending and modifying its licensing
agreements with Stewart's Restaurants (the 'Stewart's Master Agreement') as     
further amended on August 11, 1997. Among other things, these amendments (i)    
gave the Company ownership of the formulas for and manufacturing rights to      
concentrates used to make Stewart's soft drinks; (ii) provide that the Company  
is permitted to use the Stewart's trademark on any other product of any type;   
and (iii) granted to the Company the perpetual exclusive worldwide license to   
manufacture, distribute and sell post-mix syrups and premixes for Stewart's     
beverages throughout the world (fountain-type beverages), subject to certain    
rights retained by Stewart's Restaurants. As consideration for these amendments,
the Company agreed to issue to Stewart's Restaurants an aggregate of 150,000    
shares of the Company's Common Stock and to pay Stewart's Restaurants $400,000  
in cash, of which $250,000 is payable on March 31, 1998 and $150,000 is payable 
on March 31, 1999.                                                              

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                        

(a) Exhibits                                                          

  (2)-1    Agreement and Plan of Merger -- Triarc Company, Inc.***
3 (i)    Certificate of Incorporation*                        
3 (ii)   Certificate of Amendment (Changing Name)**           
3 (iii)  By-Laws*                                             
(10)-V   Agreement -- Stewart's Restaurants, Inc.***          
(10)-W   Agreement -- Stewart's Restaurants, Inc.***          
(10)-X   Stockholders Agreement -- Samuel M. Simpson and      
William H. Rutter***                        

*   Incorporated by reference to Form 10-K dated 10/09/87                       

**  Incorporated by reference to Form S-1 filed 09/25/89 (SEC #33-30480)        

*** Incorporated by reference to Form 8-K filed July 2, 1997 (SEC #0-14784)     

(b) Reports on Form 8-K                                               

         The Registrant filed a Report on Form 8-K on July 2, 1997 relating to
  the proposed merger with Triarc, the Stockholders' Agreement with Triarc
and the agreements with Stewart's Restaurants, Inc.                   

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SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the        
undersigned, hereunto duly authorized.                                          

Date: August 13, 1997                                                           

                                        CABLE CAR BEVERAGE CORPORATION
                                        (registrant)

                                   By:       /s/ SAMUEL M. SIMPSON
                                             ...................................
                                         (SAMUEL M. SIMPSON)
                                         PRESIDENT

                                   By:        /s/ MYRON D. STADLER
                                              ..................................
                                          (MYRON D. STADLER)
                                          CHIEF ACCOUNTING OFFICER

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                                                                    APPENDIX B-1
================================================================================

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

CABLE CAR BEVERAGE CORPORATION, 

TRIARC COMPANIES, INC.

AND 

CCB MERGER CORPORATION

----------------------- 
Dated: June 24, 1997
----------------------- 

================================================================================

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TABLE OF CONTENTS 

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                                                  ARTICLE I                                                 
                                                 THE MERGER                                                 
SECTION 1.1   The Merger...............................................................................   1 
SECTION 1.2   Closing..................................................................................   1 
SECTION 1.3   Certificate of Incorporation.............................................................   2 
SECTION 1.4   By-laws..................................................................................   2 
SECTION 1.5   Board of Directors and Officers..........................................................   2 
SECTION 1.6   Meeting of Company Stockholders..........................................................   2 
SECTION 1.7   SEC Filings..............................................................................   3 
SECTION 1.8   Effective Time of the Merger.............................................................   3 

                                                 ARTICLE II                                                 
                                            CONVERSION OF SHARES                                            
SECTION 2.1   Conversion of Shares.....................................................................   3 
SECTION 2.2   No Further Transfers.....................................................................   5 
SECTION 2.3   Exchange of Shares of Company Common Stock...............................................   5 

                                                 ARTICLE III                                                
                                REPRESENTATIONS AND WARRANTIES OF THE COMPANY                               
SECTION 3.1   Organization and Good Standing...........................................................   6 
SECTION 3.2   Corporate Authorization; Validity of Agreement; Company Action...........................   6 
SECTION 3.3   Capitalization...........................................................................   7 
SECTION 3.4   Reports and Financial Statements.........................................................   7 
SECTION 3.5   Absence of Certain Changes...............................................................   8 
SECTION 3.6   Consents and Approvals; No Violations....................................................   8 
SECTION 3.7   No Undisclosed Liabilities...............................................................   8 
SECTION 3.8   Registration Statement...................................................................   8 
SECTION 3.9   Litigation; Compliance with Law..........................................................   8 
SECTION 3.10  Taxes....................................................................................   9 
SECTION 3.11  No Default...............................................................................  10 
SECTION 3.12  Contracts................................................................................  10 
SECTION 3.13  Intellectual Property....................................................................  10 
SECTION 3.14  Employee Benefit Plans...................................................................  11 
SECTION 3.15  Inventory and Supplies...................................................................  12 
SECTION 3.16  Receivables..............................................................................  12 
SECTION 3.17  Case Sales...............................................................................  12 
SECTION 3.18  Transactions with Affiliates.............................................................  12 
SECTION 3.19  State Takeover Statutes..................................................................  12 

                                                 ARTICLE IV                                                 
                          REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGERCO                         
SECTION 4.1   Organization and Good Standing...........................................................  12 
SECTION 4.2   Corporate Authorization; Validity of Agreement...........................................  12 
SECTION 4.3   Capitalization...........................................................................  13 
SECTION 4.4   Reports and Financial Statements.........................................................  13 
SECTION 4.5   Absence of Certain Changes...............................................................  13 
SECTION 4.6   Consents and Approvals; No Violations....................................................  14 
SECTION 4.7   Registration Statement...................................................................  14 
SECTION 4.8   Tax Representations......................................................................  14 

                                                  ARTICLE V                                                 
                                                  COVENANTS                                                 
SECTION 5.1   Interim Operations of the Company........................................................  15 
SECTION 5.2   Access to Information....................................................................  16 

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SECTION 5.3   Consents and Approvals...................................................................  16 
SECTION 5.4   No Solicitation..........................................................................  17 
SECTION 5.5   Additional Agreements....................................................................  17 
SECTION 5.6   Notification of Certain Matters..........................................................  18 
SECTION 5.7   Indemnification of Directors and Officers................................................  18 
SECTION 5.8   Rule 145 Affiliates......................................................................  18 
SECTION 5.9   Stock Exchange Listing...................................................................  18 
SECTION 5.10  Tax-Free Reorganization..................................................................  18 

                                                 ARTICLE VI                                                 
                                            CONDITIONS PRECEDENT                                            
SECTION 6.1   Conditions to the Obligations of Each Party..............................................  18 
SECTION 6.2   Conditions to the Obligations of the Parent and Mergerco.................................  19 
SECTION 6.3   Conditions to the Obligations of the Company.............................................  20 

                                                 ARTICLE VII                                                
                                                 TERMINATION                                                
SECTION 7.1   Termination..............................................................................  20 
SECTION 7.2   Effect of Termination....................................................................  22 

                                                ARTICLE VIII                                                
                                             GENERAL AGREEMENTS                                             
SECTION 8.1   Definitions..............................................................................  22 
SECTION 8.2   Survival of Representations, Warranties and Agreements...................................  25 
SECTION 8.3   Expenses.................................................................................  25 
SECTION 8.4   Notice...................................................................................  25 
SECTION 8.5   Amendments...............................................................................  26 
SECTION 8.6   Waiver...................................................................................  26 
SECTION 8.7   Brokers..................................................................................  26 
SECTION 8.8   Publicity................................................................................  26 
SECTION 8.9   Headings.................................................................................  26 
SECTION 8.10  Non-Assignability........................................................................  26 
SECTION 8.11  Entire Agreement; No Third Party Beneficiaries; Rights of Ownership......................  27 
SECTION 8.12  Specific Performance.....................................................................  27 
SECTION 8.13  Counterparts.............................................................................  27 
SECTION 8.14  Governing Law............................................................................  27 
SECTION 8.15  Consent to Jurisdiction..................................................................  27 
SECTION 8.16  Waiver of Jury Trial.....................................................................  27 
SECTION 8.17  Disclosure Schedule......................................................................  27 

Exhibit:                                                                        

A -- Form of Restated Certificate of Incorporation.                   

B -- Form of Affiliate Agreement.                                     

Schedule:                                                                       

I -- Disclosure Schedule.                                             

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                                       EXHIBIT A TO AGREEMENT AND PLAN OF MERGER
                                   FORM OF RESTATED CERTIFICATE OF INCORPORATION

CERTIFICATE OF INCORPORATION
OF
CABLE CAR BEVERAGE CORPORATION

  1. Name. The name of the corporation is 'CABLE CAR BEVERAGE CORPORATION'
(the 'Corporation').                                                            

   2. Address; Registered Office and Agent. The address of the Corporation's
registered office is 1013 Centre Road, City of Wilmington, County of New Castle,
State of Delaware 19805; and its registered agent at such address is The        
Prentice-Hall Corporation, Inc.                                                 

    3. Purposes. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General           
Corporation Law.                                                                

4. Number of Shares. The total number of shares of stock that the     
Corporation shall have authority to issue is: One Thousand (1,000), all of which
shall be shares of Common Stock of the par value of One Dollar ($1.00) each.    

5. Election of Directors. Members of the Board of Directors of the    
Corporation (the 'Board') may be elected either by written ballot or by voice   
vote.                                                                           

6. Limitation of Liability. No director of the Corporation shall be   
personally liable to the Corporation or its stockholders for monetary damages   
for breach of fiduciary duty as a director, provided that this provision shall  
not eliminate or limit the liability of a director (a) for any breach of the    
director's duty of loyalty to the Corporation or its stockholders, (b) for acts 
or omissions not in good faith or which involve intentional misconduct or a     
knowing violation of law, (c) under Section 174 of the General Corporation Law  
or (d) for any transaction from which the director derived any improper personal
benefits.                                                                       

   Any repeal or modification of the foregoing provision shall not adversely
affect any right or protection of a director of the Corporation existing at the 
time of such repeal or modification.                                            

7. Indemnification.                                                   

  7.1 To the extent not prohibited by law, the Corporation shall indemnify
any person who is or was made, or threatened to be made, a party to any         
threatened, pending or completed action, suit or proceeding (a 'Proceeding'),   
whether civil, criminal, administrative or investigative, including, without    
limitation, an action by or in the right of the Corporation to procure a        
judgment in its favor, by reason of the fact that such person, or a person of   
whom such person is the legal representative, is or was a director or officer of
the Corporation, or, at the request of the Corporation, is or was serving as a  
director or officer of any other corporation or in a capacity with comparable   
authority or responsibilities for any partnership, joint venture, trust,        
employee benefit plan or other enterprise (an 'Other Entity'), against          
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other        
charges). Persons who are not directors or officers of the Corporation (or      
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other   
Entity at the request of the Corporation to the extent the Board at any time    
specifies that such persons are entitled to the benefits of this Section 7.     

   7.2 (a) The Corporation shall, from time to time, advance to any director
or officer or other person entitled to indemnification hereunder the funds      
necessary for payment of expenses, including attorneys' fees and disbursements, 
incurred in connection with any Proceeding, in advance of the final disposition 
of such Proceeding; provided, however, that, if required by the General         
Corporation Law, such expenses incurred by or on behalf of any director or      
officer or other person may be paid in advance of the final disposition of a    
Proceeding only upon receipt by the Corporation of an undertaking, by or on     
behalf of such director or officer (or other person indemnified hereunder), to  
repay any such amount so advanced if it shall ultimately be determined by final 
judicial decision from which there is no further right of                       

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appeal that such director, officer or other person is not entitled to be        
indemnified for such expenses; and provided, further, that such expenses        
incurred by or on behalf of any director or officer or other person shall not be
paid in advance of the final disposition of a Proceeding if, in the reasonable  
judgment of the Board, it would not be proper for the Company to advance such   
expenses.                                                                       

(b) In addition to any advances made pursuant to Section 7.2(a), the  
Corporation may, from time to time, reimburse any director or officer or other  
person entitled to indemnification hereunder the funds necessary for payment of 
expenses, including attorneys' fees and disbursements, incurred in connection   
with any Proceeding, in advance of the final disposition of such Proceeding;    
provided, however, that, if required by the General Corporation Law, such       
expenses incurred by or on behalf of any director or officer or other person may
be reimbursed in advance of the final disposition of a Proceeding only upon     
receipt by the Corporation of an undertaking, by or on behalf of such director  
or officer (or other person indemnified hereunder), to repay any such amount so 
reimbursed if it shall ultimately be determined by final judicial decision from 
which there is no further right of appeal that such director, officer or other  
person is not entitled to be indemnified for such expenses.                     

7.3 The rights to indemnification and reimbursement or advancement of 
expenses provided by, or granted pursuant to, this Section 7 shall not be deemed
exclusive of any other rights to which a person seeking indemnification or      
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Certificate of Incorporation, the By-laws of the Corporation  
(the 'By-laws'), any agreement, any vote of stockholders or disinterested       
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office.                        

7.4 The rights to indemnification and reimbursement or advancement of 
expenses provided by, or granted pursuant to, this Section 7 shall continue as  
to a person who has ceased to be a director or officer (or other person         
indemnified hereunder) and shall inure to the benefit of the executors,         
administrators, legatees and distributees of such person.                       

    7.5 The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a        
director, officer, employee or agent of an Other Entity, against any liability  
asserted against such person and incurred by such person in any such capacity,  
or arising out of such person's status as such, whether or not the Corporation  
would have the power to indemnify such person against such liability under the  
provisions of this Section 7, the By-laws or under Section 145 of the General   
Corporation Law or any other provision of law.                                  

7.6 The provisions of this Section 7 shall be a contract between the  
Corporation, on the one hand, and each director and officer who serves in such  
capacity at any time while this Section 7 is in effect and any other person     
entitled to indemnification hereunder, on the other hand, pursuant to which the 
Corporation and each such director, officer, or other person intend to be, and  
shall be, legally bound. No repeal or modification of this Section 7 shall      
affect any rights or obligations with respect to any state of facts then or     
theretofore existing or there after arising or any proceeding theretofore or    
thereafter brought or threatened based in whole or in part upon any such state  
of facts.                                                                       

7.7 The rights to indemnification and reimbursement or advancement of 
expenses provided by, or granted pursuant to, this Section 7 shall be           
enforceable by any person entitled to such indemnification or reimbursement or  
advancement of expenses in any court of competent jurisdiction. The burden of   
proving that such indemnification or reimbursement or advancement of expenses is
not appropriate shall be on the Corporation. Neither the failure of the         
Corporation (including its Board, its independent legal counsel and its         
stockholders) to have made a determination prior to the commencement of such    
action that such indemnification or reimbursement or advancement of expenses is 
proper in the circumstances nor an actual determination by the Corporation      
(including its Board, its independent legal counsel and its stockholders) that  
such person is not entitled to such indemnification or reimbursement or         
advancement of expenses shall constitute a defense to the action or create a    
presumption that such person is not so entitled. Such a person shall also be    
indemnified for any expenses incurred in connection with successfully           
establishing his or her right to such indemnification or reimbursement or       
advancement of expenses, in whole or in part, in any such proceeding.           

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   7.8 Any director or officer of the Corporation serving in any capacity of
(a) another corporation of which a majority of the shares entitled to vote in   
the election of its directors is held, directly or indirectly, by the           
Corporation or (b) any employee benefit plan of the Corporation or any          
corporation referred to in clause (a) shall be deemed to be doing so at the     
request of the Corporation.                                                     

7.9 Any person entitled to be indemnified or to reimbursement or      
advancement of expenses as a matter of right pursuant to this Section 7 may     
elect to have the right to indemnification or reimbursement or advancement of   
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding, 
to the extent permitted by law, or on the basis of the applicable law in effect 
at the time such indemnification or reimbursement or advancement of expenses is 
sought. Such election shall be made, by a notice in writing to the Corporation, 
at the time indemnification or reimbursement or advancement of expenses is      
sought; provided, however, that if no such notice is given, the right to        
indemnification or reimbursement or advancement of expenses shall be determined 
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.                                                          

     8. Adoption, Amendment and/or Repeal of By-Laws. The Board may from time to
time adopt, amend or repeal the By-laws of the Corporation; provided, however,  
that any By-laws adopted or amended by the Board may be amended or repealed, and
any By-laws may be adopted, by the stockholders of the Corporation by vote of a 
majority of the holders of shares of stock of the Corporation entitled to vote  
in the election of directors of the Corporation.                                

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AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER dated June 24, 1997 (this 'Agreement'), by and
among Cable Car Beverage Corporation, a Delaware corporation (the 'Company'),   
Triarc Companies, Inc., a Delaware corporation (the 'Parent'), and CCB Merger   
Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent 
('Mergerco').                                                                   

The Boards of Directors of the Parent, Mergerco and the Company have  
approved, and deem it advisable and in the best interests of their respective   
stockholders to consummate, the merger of Mergerco with and into the Company    
(the 'Merger') upon the terms and subject to the conditions set forth herein and
in accordance with the General Corporation Law of the State of Delaware (the    
'DGCL').                                                                        

   The Parent and Mergerco are unwilling to enter into this agreement unless
certain stockholders of the Company enter into a stockholders agreement (the    
'Stockholders Agreement') among the Parent, Mergerco and such stockholders      
providing for, among other things, the granting to the Parent and Mergerco of   
the right to vote shares of Company Common Stock owned by such stockholders     
under the circumstances set forth in such agreement and the granting to Parent  
and Mergerco of an option to purchase such shares of Company Common Stock owned 
by such stockholders under the circumstances and at the price set forth in such 
agreement, and the Board of Directors of the Company has approved the Parent and
Mergerco entering into the Stockholders Agreement.                              

The Board of Directors of the Company, having received advice from    
Montgomery Securities, its investment advisor, and an opinion from such firm to 
the effect that the consideration to be received by the stockholders of the     
Company pursuant to the Merger is fair to such stockholders from a financial    
point of view (the 'Company Fairness Opinion'), has approved the transactions   
contemplated by this Agreement and the Stockholders Agreement (the 'Contemplated
Transactions') in accordance with the provisions of Section 203 of the DGCL     
('Section 203') and has resolved to recommend the approval of the Merger by the 
holders of shares of the Common Stock, par value $.01 per share, of the Company 
(the 'Company Common Stock').                                                   

For United States federal income tax purposes, it is intended that the
Merger provided for herein shall qualify as a reorganization within the meaning 
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the 'Code').

NOW, THEREFORE, in consideration of the foregoing and the respective  
representations, warranties, covenants and agreements set forth herein, the     
parties hereto agree as follows (capitalized terms used herein have the meanings
ascribed to them in Section 8.1):                                               

ARTICLE I 

THE MERGER

     SECTION 1.1 The Merger. Upon the terms and subject to the conditions hereof
and in accordance with the provisions of the DGCL, at the Effective Time,       
Mergerco and the Company shall consummate the Merger pursuant to which Mergerco 
shall be merged with and into the Company in accordance with the applicable     
provisions of the DGCL and the separate existence of Mergerco shall thereupon   
cease, and the Company, as the surviving corporation in the Merger (the         
'Surviving Corporation'), shall continue its corporate existence under the laws 
of the State of Delaware as a wholly owned subsidiary of the Parent. The Merger 
shall have the effects set forth in Section 259 of the DGCL.                    

   SECTION 1.2 Closing. The closing of the Merger (the 'Closing') shall take
place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of
the Americas, New York, New York 10019-6064 on a date to be specified by the    
parties, which shall be no later than five (5) Business Days after all of the   
conditions set forth in Article VI hereof shall be fulfilled or waived in       
accordance with this Agreement and applicable law or at such other time, date   
and/or place as the Company, the Parent and Mergerco may agree (the 'Closing    
Date'). Subject to the provisions of Article VII hereof, failure to consummate  
the Merger on the date and time and at the place determined pursuant to this    
Section 1.2 shall not result in the termination of this Agreement and will not  
relieve any party of any obligations hereunder.                                 

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    SECTION 1.3 Certificate of Incorporation. The certificate of incorporation
of the Company as in effect immediately prior to the Effective Time (the        
'Certificate of Incorporation') shall be amended in its entirety as set forth in
Exhibit A hereto, and such Certificate of Incorporation, as so amended at the   
Effective Time, shall be the certificate of incorporation of the Surviving      
Corporation, until thereafter further changed or amended as provided therein or 
by applicable law.                                                              

     SECTION 1.4 By-laws. The by-laws of Mergerco as in effect immediately prior
to the Effective Time shall be the by-laws of the Surviving Corporation until   
thereafter changed or amended as provided therein or as otherwise permitted or  
required by the Surviving Corporation's certificate of incorporation or by      
applicable law, except that at the Effective Time, the name in the heading      
thereof shall be changed to 'Cable Car Beverage Corporation.'                   

SECTION 1.5 Board of Directors and Officers.                          

     (a) The directors of Mergerco immediately prior to the Effective Time shall
be the initial directors of the Surviving Corporation and shall serve until     
their respective successors are duly elected or appointed and qualify in the    
manner provided in the certificate of incorporation and by-laws of the Surviving
Corporation, or as otherwise provided by applicable law.                        

    (b) The officers of Mergerco immediately prior to the Effective Time shall
be the initial officers of the Surviving Corporation and shall serve until their
respective successors are duly elected or appointed and qualify in the manner   
provided in the certificate of incorporation and by-laws of the Surviving       
Corporation, or as otherwise provided by applicable law.                        

SECTION 1.6 Meeting of Company Stockholders.                          

  (a) Subject to the provisions of Section 1.6(b) below, the Company shall
take all necessary action in accordance with applicable law to convene a meeting
of its stockholders (a 'Meeting') to consider and vote upon the Merger and this 
Agreement and shall use its best efforts to hold such Meeting as promptly as    
practicable after the date the Registration Statement becomes effective. Subject
to the provisions of Section 1.6(b) below, the Company agrees that the Board of 
Directors of the Company shall recommend that the Company's stockholders vote in
favor of the Merger and the approval and adoption of this Agreement. The Parent 
agrees that it shall vote, or cause to be voted, in favor of the Merger and the 
adoption and approval of this Agreement any shares of Company Common Stock held 
by it or by any of its Subsidiaries on the record date set by the Company for   
determining shares of Company Common Stock entitled to vote at the Meeting.     

   (b) Nothing in Section 1.6(a) shall prevent the Board of Directors of the
Company from withdrawing, amending or modifying its unanimous recommendation in 
favor of the Merger if (i) an unsolicited bona fide written Acquisition Proposal
is submitted to the Company and is not withdrawn, (ii) the Board of Directors of
the Company concludes in good faith, based upon the advice of its financial     
advisor, that such Acquisition Proposal would result in a transaction that is   
more favorable from a financial point of view to the Company's stockholders than
the Merger, (iii) neither the Company nor any of its Representatives shall      
violate any of the restrictions set forth in Section 5.4(a), and (iv) the Board 
of Directors of the Company concludes in good faith, after consultation with its
outside legal counsel, that the withdrawal, amendment or modification of such   
recommendation is required in connection with such Acquisition Proposal in order
for the Board of Directors of the Company to comply with its fiduciary          
obligations to the Company's stockholders under applicable law. Nothing in      
Section 1.6(a) or in Section 5.4(a) shall prevent the Board of Directors of the 
Company from recommending that its stockholders accept an unsolicited tender    
offer or exchange offer commenced by a third party with respect to shares of    
Company Common Stock if (1) such tender offer or exchange offer constitutes an  
Acquisition Proposal, (2) the Board of Directors of the Company shall have      
withdrawn its recommendation in favor of the Merger in accordance with and as   
permitted by the preceding sentence, (3) the Board of Directors of the Company  
shall have concluded in good faith, based upon the advice of its financial      
advisor, that such tender offer or exchange offer is more favorable from a      
financial point of view to the Company's stockholders than the Merger, (4)      
neither the Company nor any of its Representatives shall have violated any of   
the restrictions set forth in Section 5.4, and (5) the Board of Directors of the
Company shall have concluded in good faith, after consultation with its outside 
legal counsel, that the recommendation in favor of acceptance of such tender    
offer or exchange                                                               

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offer is required in order for the Board of Directors of the Company to comply  
with its fiduciary obligations to the Company's stockholders under applicable   
law. Nothing contained in this Section 1.6 shall limit the Company's obligation 
to hold and convene the Meeting, it being understood that the Company shall be  
required to hold and convene the Meeting in accordance with this Section 1.6    
unless the holding of such Meeting would constitute a violation of any          
applicable court order or statute. The Company shall use all reasonable efforts 
to ensure that the holding of the Meeting will not constitute a violation of any
applicable court order or statute.                                              

SECTION 1.7 SEC Filings.                                              

    (a) As soon as practicable after the date hereof, the Parent shall prepare
and file with the SEC the Registration Statement on Form S-4 (such registration 
statement at the time it becomes effective, together with all amendments duly   
filed and mailed is referred to as the 'Registration Statement') under the      
Securities Act, which registers the Parent Class A Common Stock to be issued to 
the Company's stockholders pursuant to the Merger and in which the prospectus   
(the 'Prospectus') will be in the form of a proxy statement. The Company shall  
prepare and provide the Parent with information concerning the Company required 
to be included in the Registration Statement. Such information prepared and     
provided by the Company shall comply in all material respects with all          
applicable requirements of law.                                                 

(b) Each of the Company and the Parent, as applicable, shall use its  
reasonable best efforts to (i) respond to any comments of the SEC, (ii) have the
Registration Statement declared effective under the Securities Act as promptly  
as practicable after such filing and to keep the Registration Statement         
effective as long as is necessary to consummate the Merger and (iii) cause the  
Prospectus to be mailed to the stockholders of the Company as promptly as       
practicable after the Registration Statement is declared effective under the    
Securities Act. Each of the Parent and the Company shall notify the other       
promptly of the receipt of any comments from the SEC and of any request by the  
SEC for amendments or supplements to the Registration Statement or for          
additional information and will supply the other with copies of all             
correspondence between such party or any of its representatives and the SEC,    
with respect to the Registration Statement. The Registration Statement shall    
comply in all material respects with all applicable requirements of law. The    
Parent shall take any action required to be taken under state blue sky or       
securities laws in connection with the Merger and the issuance of the Merger    
Consideration in connection therewith.                                          

   (c) No amendment or supplement to the Registration Statement will be made
without the approval of the Company, which approval will not be unreasonably    
withheld or delayed. The Parent will advise the Company, promptly after it      
receives notice thereof, of the time when the Registration Statement or any     
amendment thereto has become effective or any amendment thereto, or the issuance
of any stop order, or the suspension of the qualification of the Parent Class A 
Common Stock to be issued in the Merger for offering or sale in any jurisdiction
or of any request by the NYSE for amendment of the Registration Statement.      

    SECTION 1.8 Effective Time of the Merger. As soon as practicable following
the satisfaction or waiver of the conditions set forth in Article VI hereof, a  
Certificate of Merger shall be duly executed by the Company and shall be duly   
filed with the Secretary of State of the State of Delaware in accordance with   
the DGCL. The Merger shall become effective on the date on which such           
Certificate of Merger is so filed with the Secretary of State of the State of   
Delaware.                                                                       

ARTICLE II
CONVERSION OF SHARES

   SECTION 2.1 Conversion of Shares. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:                

   (a) Each share of Company Common Stock owned by the Parent or Mergerco or
by any direct or indirect Subsidiary of the Parent immediately prior to the     
Effective Time, and each share of Company Common Stock held in the treasury of  
the Company or by any direct or indirect Subsidiary of the Company immediately  
prior to the Effective Time (each of the foregoing shares being an 'Excluded    

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Share'), shall, by virtue of the Merger, and without any action on the Company  
or the holder thereof, be cancelled.                                            

   (b) Each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time (other than the Excluded Shares and other than the  
Dissenting Shares) shall be by virtue of the Merger, and without any action on  
the part of the holder thereof, cancelled and converted solely into the right to
receive, upon the surrender of the certificate formerly representing such share 
of Company Common Stock in accordance with Section 2.3 hereof, 0.1722 (the      
'Conversion Price') of a validly issued, fully paid and non-assessable share of 
the Parent Class A Common Stock, without interest; provided, that (i) if the    
Average Parent Share Price shall be less than $18.875, then the Conversion Price
shall be adjusted so that it shall equal the quotient obtained by dividing (A)  
$3.25 by (B) the Average Parent Share Price, and (ii) if the Average Parent     
Share Price shall be greater than $24.50, then the Conversion Price shall be    
adjusted so that it shall equal the quotient obtained by dividing (x) $4.22 by  
(y) the Average Parent Share Price (the Conversion Price to reflect such        
adjustment, if any, is hereinafter referred to as the 'Adjusted Conversion      
Price').                                                                        

    (c) Each share of Mergerco Common Stock issued and outstanding immediately
prior to the Effective Time shall be converted into one validly issued, fully   
paid and non-assessable share of common stock, par value $1.00 per share, of the
Surviving Corporation.                                                          

  (d) (i) Each Company Stock Option that is outstanding immediately prior to
the Effective Time, whether or not then vested or exercisable, shall,   
 effective as of the Effective Time, and without any action on the part of
the holder thereof, be assumed by the Parent and become and represent an
   option exercisable for shares of Parent Class A Common Stock (a 'Substitute
 Option') with the same vesting schedules, if any, and expiration dates as
such Company Stock Option immediately prior to the Effective Time (but  
 taking into account any acceleration of the vesting of such Company Stock
Option as a result of the consummation of the Merger), with (A) the new 
 exercise price thereof being determined by dividing the exercise price of
   such Company Stock Option by the Adjusted Conversion Price (with the result
    of such calculation rounded to the nearest whole cent) and (B) the number of
   shares issuable upon exercise being determined by multiplying the number of
shares to be issued upon exercise of such Company Stock Option by the   
 Adjusted Conversion Price (with the result of such calculation rounded to
the nearest whole number).                                              

        (ii) The Parent shall take all corporate action necessary to reserve
 for issuance a sufficient number of the shares of Parent Class A Common
Stock for delivery upon exercise of the Substitute Options. As soon as
  practicable after the Effective Time, but in no event later than 45 days
  after the Effective Time, the Parent shall file one or more registration
   statements on Form S-8 (or any successor or appropriate form (including a
 shelf registration statement on Form S-3 if Form S-8 is not available))
   with respect to the shares of Parent Class A Common Stock subject to such
Substitute Options and shall maintain the effectiveness of such       
     registration statement or registration statements (and maintain the current
   status of the prospectus or prospectuses referred to therein) for so long
as such Substitute Options remain outstanding.                        

   (e) Each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time and held by a stockholder of the Company who does   
not vote in favor of the Merger and who complies with all of the relevant       
provisions of Section 262 (each such share being a 'Dissenting Share') shall not
be converted into the right to receive the Merger Consideration pursuant to the 
Merger, but instead the holders of Dissenting Shares shall be entitled to       
receive such consideration as shall be determined in accordance with the        
provisions of Section 262; provided, however, that (i) if any such holder of    
Dissenting Shares shall have failed to establish its entitlement to appraisal   
rights as provided in Section 262 or (ii) if any such holder of Dissenting      
Shares shall have effectively withdrawn its demand for appraisal of such shares 
of Company Common Stock, or lost its right to appraisal and payment as provided 
in Section 262, or (iii) if neither any holder of Dissenting Shares nor the     
Surviving Corporation shall have filed a petition demanding a determination of  
the value of all Dissenting Shares within the time period provided in Section   
262, such holder or holders (as the case may be) shall forfeit the right to the 
appraisal of such shares of Company Common Stock and each such share of Company 
Common Stock shall thereupon be deemed to have been converted, as of the        
Effective Time, into and represent the right to receive the Merger Consideration
upon surrender of the certificate or certificates                               

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formerly representing such shares of Company Common Stock in accordance with    
Section 2.3 hereof. The Company shall not, except with the prior written consent
of the Parent, voluntarily make or agree to make any payment with respect to, or
settle or offer to settle, any such demands for payment.                        

     SECTION 2.2 No Further Transfers. At the Effective Time, the Company Common
Stock transfer books shall be closed and no further transfer of shares of       
Company Common Stock shall be made thereafter. If, after the Effective Time, any
certificate previously representing shares of Company Common Stock is presented 
for transfer, it shall be forwarded to the Exchange Agent (as defined in Section
2.3 hereof) for cancellation and exchange in accordance with Section 2.3 hereof.

SECTION 2.3 Exchange of Shares of Company Common Stock.               

     (a) Prior to the Effective Time, the Parent shall designate, subject to the
approval of the Company which shall not be unreasonably withheld, a bank or     
trust company to act as exchange agent (the 'Exchange Agent') for the Merger.   
Immediately prior to the Effective Time, the Parent will instruct the transfer  
agent of the shares of the Parent Class A Common Stock to countersign and       
deliver to the Exchange Agent certificates representing an aggregate number of  
shares of the Parent Class A Common Stock as nearly as practicable equal to the 
product of the Adjusted Conversion Price and the number of shares of Company    
Common Stock to be converted into the Parent Class A Common Stock pursuant to   
Section 2.1(b) so as to allow for the issuance and delivery of the Merger       
Consideration on a timely basis. The Parent shall pay all reasonable charges or 
expenses, including those of the Exchange Agent, in connection with the exchange
of the shares of Company Common Stock for the Merger Consideration.             

     (b) As soon as practicable after the Effective Time, the Parent shall cause
the Exchange Agent to mail and/or make available to each holder of a Certificate
(other than holders of Certificates theretofore representing Excluded Shares) (a
'Stockholder') a notice and letter of transmittal advising such holder of the   
effectiveness of the Merger and the procedure for surrendering to the Exchange  
Agent such Certificate or Certificates for exchange for the Merger Consideration
multiplied by the number of shares of Company Common Stock represented by such  
Certificate or Certificates. Upon the surrender to the Exchange Agent of such   
Certificate or Certificates, together with a letter of transmittal, duly        
executed and completed in accordance with the instructions thereon, the         
Stockholder shall be entitled to receive the Merger Consideration. From and     
after the Effective Time, until surrendered in accordance with the provisions of
this Section 2.3, each Certificate evidencing shares of Company Common Stock    
(other than Certificates representing Excluded Shares and Dissenting Shares)    
shall represent for all purposes only the right to receive the Merger           
Consideration, without any interest thereon. Any portion of the Merger          
Consideration that shall not have been paid to Stockholders pursuant to this    
Section 2.3 prior to the second anniversary of the Effective Time (including any
cash payable pursuant to Section 2.3(e) hereof) shall be paid to the Parent and 
any Stockholder who has not theretofore complied with this Section 2.3          
thereafter shall look, subject to escheat and other similar laws, solely to the 
Parent for payment of the Merger Consideration to which they are entitled under 
this Agreement.                                                                 

   (c) No dividends or other distributions that are otherwise payable on the
shares of the Parent Class A Common Stock constituting any of the Merger        
Consideration shall be paid to the holder of any unsurrendered Certificate until
such Certificate is properly surrendered as provided herein, but (i) upon such  
surrender, there shall be paid to the Person in whose name the shares of the    
Parent Class A Common Stock constituting any of the Merger Consideration shall  
be issued the amount of any dividends which shall have become payable with      
respect to such shares between the Effective Time and the time of such surrender
and (ii) at the appropriate payment date or as soon thereafter as practicable,  
there shall be paid to such Person the amount of any dividends on such shares of
the Parent Class A Common Stock which shall have a record or due date prior to  
such surrender and a payment date after such surrender, subject in each such    
case to (x) deduction therefrom of any amount required by applicable law to be  
withheld, and (y) any applicable escheat laws or unclaimed property laws. On    
surrender of a Certificate, no interest shall be payable with respect to the    
payment of such dividends and no interest shall be payable with respect to the  
amount of any cash payable in lieu of a fractional share of the Parent Class A  
Common Stock pursuant to Section 2.3(e).                                        

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    (d) If any cash is to be paid pursuant to Section 2.3(e), or certif icates
representing shares of the Parent Class A Common Stock are to be issued, to a   
Person other than the Person in whose name the Certificate so surrendered in    
exchange therefor is registered, it shall be a condition of the payment or      
issuance thereof that the Certificate so surrendered shall be properly endorsed 
and otherwise in proper form for transfer and that the Person requesting such   
exchange shall pay to the Exchange Agent any transfer or other taxes required by
reason of the payment of cash to a Person other than, or if the issuance of     
certificates representing the shares of the Parent Class A Common Stock in any  
name other than that of, the registered holder of the Certificate surrendered,  
or otherwise required, or shall establish to the satisfaction of the Exchange   
Agent that such tax has been paid or is not payable.                            

     (e) Shares of the Parent Class A Common Stock shall be issued only in whole
shares. A Stockholder will not be entitled to receive Fractional Shares but,    
instead, will be entitled to receive promptly from the Exchange Agent a cash    
payment in lieu of Fractional Shares in an amount equal to such Stockholder's   
proportionate interest in the net proceeds from the sale or sales in the open   
market by the Exchange Agent, on behalf of all such Stockholders, of the        
aggregate Fractional Shares. Such sales shall be made promptly after the        
Effective Time, or in the case of Dissenting Shares which become exchangeable   
for the Merger Consideration pursuant to Section 2.1(e) hereof, promptly after  
such change in status of such Dissenting Shares. Such cash payments will be made
to each such Stockholder only upon proper surrender of such Stockholder's       
Certificates, together with a properly completed and duly executed transmittal  
form and any other required documents.                                          

ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    The Company represents and warrants to the Parent and Mergerco as follows:

 SECTION 3.1 Organization and Good Standing. Each of the Company and its
Subsidiaries is a corporation duly organized, validly existing and in good      
standing under the laws of the jurisdiction of its incorporation, and has all   
requisite corporate or other power and authority and all necessary governmental 
approvals to own, lease and operate its properties and to carry on its business 
as now being conducted, except where the failure to be so organized, existing   
and in good standing or to have such power, authority and governmental approvals
would not have a Material Adverse Effect on the Company and its Subsidiaries    
taken as a whole. Section 3.1 of the Disclosure Schedule sets forth a complete  
list of the Company's Subsidiaries, their state of incorporation and each state 
in which they are qualified to do business.                                     

     SECTION 3.2 Corporate Authorization; Validity of Agreement; Company Action.
(a) The Company has full corporate power and authority to execute and deliver   
this Agreement and, subject to obtaining any necessary approval of its          
stockholders as contemplated by Section 1.6 hereof with respect to the Merger,  
to consummate the Contemplated Transactions. The execution, delivery and        
performance by the Company of this Agreement, and the consummation by it of the 
Contemplated Transactions, have been duly and validly authorized by its Board of
Directors and, except for obtaining the approval of its stockholders as         
contemplated by Section 1.6 hereof with respect to the Merger, no other         
corporate action or proceedings on the part of the Company is necessary to      
authorize the execution and delivery by the Company of this Agreement, and the  
consummation by it of the Contemplated Transactions. This Agreement has been    
duly executed and delivered by the Company and, assuming this Agreement         
constitutes a valid and binding obligation of the Parent and Mergerco,          
constitutes a valid and binding obligation of the Company enforceable against   
the Company in accordance with its terms, except that (i) such enforcement may  
be subject to applicable bankruptcy, insolvency or other similar laws, now or   
hereafter in effect, affecting creditors' rights generally, and (ii) the remedy 
of specific performance and injunctive and other forms of equitable relief may  
be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.                                         

(b) The affirmative vote of the holders of a majority of the shares of
Company Common Stock outstanding (the 'Required Stockholder Vote') is the only  
vote of the holders of any class or series of Company capital stock necessary to
approve the Merger.                                                             

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     SECTION 3.3 Capitalization. (a) The authorized capital stock of the Company
consists of 25,000,000 shares of Company Common Stock. As of the date hereof,   
(i) 9,024,681 shares of Company Common Stock are issued, of which 8,948,324     
shares are outstanding and 76,357 shares are held in treasury and (ii) options  
to acquire an aggregate of 902,500 shares of Company Common Stock have been     
issued pursuant to Company Stock Options. The Company has previously delivered  
to the Parent a true and correct list of all outstanding Company Stock Options  
setting forth in each case the name of the optionholder, the number of shares of
Company Common Stock subject thereto, the exercise price, the vesting schedule  
and the expiration date. All the outstanding shares of the Company's capital    
stock are duly authorized, validly issued, fully paid and non-assessable. There 
is no Voting Debt of the Company or any of its Subsidiaries issued and          
outstanding. Except as set forth above, as set forth in Section 3.3(a) of the   
Disclosure Schedule, and for the Contemplated Transactions, (i) there are no    
shares of capital stock of the Company authorized, issued or outstanding and    
(ii) there are no existing options, warrants, calls, pre-emptive rights,        
subscriptions or other rights, convertible securities, agreements, arrangements 
or commitments of any character, relating to the issued or unissued capital     
stock of the Company or any of its Subsidiaries, obligating the Company or any  
of its Subsidiaries to issue, transfer or sell or cause to be issued,           
transferred or sold any shares of capital stock or Voting Debt of, or other     
equity interest in, the Company or any of its Subsidiaries or securities        
convertible into or exchangeable for such shares or equity interests or         
obligations of the Company or any of its Subsidiaries to grant, extend or enter 
into any such option, warrant, call, subscription or other right, convertible   
security, agreement, arrangement or commitment. Except as set forth in Section  
3.3(a) of the Disclosure Schedule, there are no outstanding contractual         
obligations of the Company or any of its Subsidiaries to repurchase, redeem or  
otherwise acquire any shares of the capital stock of the Company or any         
Subsidiary or affiliate of the Company or to provide funds to make any          
investment (in the form of a loan, capital contribution or otherwise) in any    
Subsidiary or any other entity. Following the Merger neither the Company nor any
of its Subsidiaries will have any obligation to issue, transfer or sell any     
shares of its capital stock.                                                    

(b) All of the outstanding shares of capital stock of each of the     
Subsidiaries are directly owned by the Company, and all such shares have been   
validly issued and are fully paid and non-assessable and are owned by either the
Company or one of its Subsidiaries free and clear of all liens, charges,        
security interests, options, claims or encum brances of any nature whatsoever.  

     (c) Except as set forth in Section 3.3(c) of the Disclosure Schedule, there
are no voting trusts or other agreements or understandings to which the Company 
or any of its Subsidiaries is a party with respect to the voting of the capital 
stock of the Company or any of the Subsidiaries. None of the Company or its     
Subsidiaries is required to redeem, repurchase or otherwise acquire shares of   
capital stock of the Company, or any of its Subsidiaries, respectively, as a    
result of the Contemplated Transactions.                                        

  SECTION 3.4 Reports and Financial Statements. The Company has filed with
the SEC, and has heretofore made available to the Parent true and complete      
copies of, all forms, reports, schedules, statements and other documents        
required to be filed by it and its Subsidiaries since December 31, 1993 under   
the Exchange Act and the Securities Act (as such documents have been amended    
since the time of their filing, collectively, the 'Company SEC Documents'). As  
of their respective dates or, if amended, as of the date of the last such       
amendment, the Company SEC Documents, including, without limitation, any        
financial statements or schedules included therein (a) did not contain any      
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading and (b) complied
in all material respects with the applicable requirements of the Exchange Act   
and the Securities Act, as the case may be, and the applicable rules and        
regulations of the SEC thereunder. Each of the consolidated financial statements
included in the Company SEC Documents have been prepared from, and are in       
accordance with, the books and records of the Company and/or its consolidated   
Subsidiaries, comply in all material respects with applicable accounting        
requirements and with the published rules and regulations of the SEC with       
respect thereto, have been prepared in accordance with GAAP applied on a        
consistent basis during the periods involved (except as may be indicated in the 
notes thereto) and fairly present in all material respects the con solidated    
financial position and the consolidated results of operations and cash flows    
(and changes in financial position, if any) of the Company and its consolidated 
Subsidiaries as at the dates thereof or for the periods                         

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presented therein (subject, in the case of unaudited interim financial          
statements, to normal year end adjustments).                                    

    SECTION 3.5 Absence of Certain Changes. Except as disclosed in the Company
SEC Documents or as set forth in Section 3.5 of the Disclosure Schedule, since  
December 31, 1996, the Company and its Subsidiaries have conducted their        
respective businesses and operations in the ordinary course of business         
consistent with past practice. Since December 31, 1996, there has not occurred  
(i) any event, change or effect (including the incurrence of any liabilities of 
any nature, whether or not accrued, contingent or otherwise) having or, which   
would be reasonably likely to have, in the aggregate, a Material Adverse Effect 
on the Company and its Subsidiaries taken as a whole; (ii) any declaration,     
setting aside or payment of any dividend or other distribution (whether in cash,
stock or property) with respect to the equity interests of the Company or of any
of its Subsidiaries, other than regular quarterly cash dividends or dividends   
paid by its Subsidiaries; or (iii) any change by the Company or any of its      
Subsidiaries in accounting principles or methods, except insofar as may be      
required by a change in GAAP.                                                   

   SECTION 3.6 Consents and Approvals; No Violations. Except as set forth in
Section 3.6 of the Disclosure Schedule and for (a) the filing of a pre-merger   
notification and report form by the Company under the HSR Act and the expiration
or termination of the applicable waiting period thereunder, (b) the filing of a 
Certificate of Merger with the Secretary of State of the State of Delaware in   
accordance with the DGCL, (c) filings with the SEC and any applicable national  
securities exchanges or Nasdaq, (d) filings under state securities, 'Blue Sky'  
or anti-takeover laws, (e) any applicable filings required under the laws of    
foreign jurisdictions and (f) filings, authorizations, consents or approvals    
relating to matters which, in the aggregate, are not material to the Company and
its Subsidiaries taken as a whole, neither the execution, delivery or           
performance of this Agreement nor the consummation by the Company of the        
Contemplated Transactions nor compliance by the Company with any of the         
provisions hereof will (i) conflict with or result in any breach of any         
provision of the certificate of incorporation or by-laws or similar             
organizational documents of the Company or of any of its Subsidiaries, (ii)     
require any material filing with, or permit, authorization, consent or approval 
of, any Governmental Authority, (iii) result in a violation or breach of, or    
constitute (with or without due notice or lapse of time or both) a default (or  
give rise to any right of termination, amendment, cancellation or acceleration) 
under, any of the terms, conditions or provisions of any material Company       
Agreement or (iv) violate any order, writ, injunction, decree, statute, rule or 
regulation applicable to the Company, any of its Subsidiaries or any of their   
properties or assets.                                                           

    SECTION 3.7 No Undisclosed Liabilities. Except (a) as disclosed in Section
3.7 of the Disclosure Schedule, (b) to the extent disclosed in the Company SEC  
Documents filed prior to the date of this Agreement and (c) for liabilities and 
obligations incurred in the ordinary course of business consistent with past    
practice, since December 31, 1996, neither the Company nor any of its           
Subsidiaries has incurred any liabilities or obligations of any nature, whether 
or not accrued, contingent or otherwise. Section 3.7 of the Disclosure Schedule 
sets forth each instrument evidencing indebtedness of the Company and its       
Subsidiaries which will accelerate or become due or payable, or result in a     
right of redemption or repurchase on the part of the holder of such             
indebtedness, or with respect to which any other payment or amount will become  
due or payable, in any such case with or without due notice or lapse of time, as
a result of this Agreement, the Merger or the other Contemplated Transactions.  

     SECTION 3.8 Registration Statement. None of the information provided by the
Company for inclusion in the Registration Statement will be false or misleading 
with respect to any material fact or will omit to state any material fact       
required to be stated therein or necessary in order to make the statements      
therein, in light of the circumstances under which they are made, not           
misleading.                                                                     

     SECTION 3.9 Litigation; Compliance with Law. (a) Except (i) as disclosed in
Section 3.9(a) of the Disclosure Schedule or (ii) to the extent disclosed in the
Company SEC Documents filed prior to the date of this Agreement, there is no    
suit, claim, action, proceeding, review or investigation pending or, to the     
knowledge of the Company, threatened against or affecting, the Company or any of
its Subsidiaries.                                                               

     (b) The Company and its Subsidiaries have complied in all material respects
with all laws, statutes, regulations, rules, ordinances, and judgments, decrees,
orders, writs and injunctions, of any court or Governmental Authority relating  
to any of the property owned, leased or used by them, or applicable             

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to their business, including, but not limited to, equal employment opportunity, 
discrimination, occupational safety and health, environmental, insurance        
regulatory, antitrust laws, ERISA and laws relating to Taxes (as defined in     
Section 3.10).                                                                  

SECTION 3.10 Taxes. (a) All material federal, state, county, local,   
foreign, and other taxes (including, without limitation, income, profits,       
premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad
valorem, severance, capital levy, production, transfer, license, stamp,         
environmental, withholding, employment, unemployment compensation, payroll      
related and property taxes, import duties, and other governmental charges and   
assessments), whether or not measured in whole or in part by net income, and    
including deficiencies, interest, additions to tax or interest, and penalties   
with respect thereto (hereinafter 'Taxes' or, individually, a 'Tax'), required  
to be paid on or before the date hereof by or with respect to the Company or any
of its Subsidiaries, including amounts, other than amounts being contested in   
good faith and for payment of which adequate reserves are reflected in the      
Company's financial statements included in its Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1997, required to be paid on or before the 
date hereof with respect to Taxes as a result of any tax sharing agreement or   
similar arrangement ('Tax Sharing Agreement Amounts') of the Company or any of  
its Subsidiaries, have been timely paid.                                        

(b) All material returns and reports required to be filed by or with  
respect to the Company or any of its Subsidiaries with respect to Taxes         
(hereinafter 'Tax Returns' or, individually, a 'Tax Return') on or before the   
date hereof have been timely filed. No penalties or other charges in a material 
amount are or will become due with respect to the late filing of any Tax Return 
of the Company or any of its Subsidiaries or payment of any Tax of the Company  
or any of its Subsidiaries required to be filed or paid on or before the date   
hereof.                                                                         

     (c) With respect to all Tax Returns filed by or with respect to the Company
or any its Subsidiaries, (i) Section 3.10(c) of the Disclosure Schedule sets    
forth the periods for which the statute of limitations for the assessment of    
federal Taxes have expired; (ii) except as set forth in Section 3.10(c) of the  
Disclosure Schedule, no audit is in progress and no extension of time has been  
executed with respect to any date on which any Tax Return was or is to be filed 
and no waiver or agreement has been executed for the extension of time for the  
assessment or payment of any Tax; and (iii) except as set forth in Section      
3.10(c) of the Disclosure Schedule, there is no material unassessed deficiency  
proposed or threatened against the Company or any of its Subsidiaries.          

(d) Except as set forth in Section 3.10(d) of the Disclosure Schedule,
neither the Company nor any of its Subsidiaries has not been and is not a party 
to any tax sharing agreement, tax indemnification agreement or similar          
arrangement.                                                                    

  (e) Section 3.10(e) of the Disclosure Schedule identifies (i) the common
parent of each group of affiliated corporations that filed a consolidated       
federal income tax return, and the period to which such returns related, that   
included the Company or any of its Subsidiaries since 1987 and (ii) all material
Tax liabilities or issues that have been asserted or proposed by a taxing       
authority with respect to any such return and all claims with respect to Taxes  
in a material amount that have been asserted against the Company or any of its  
Subsidiaries.                                                                   

   (f) With regard to any assets or property held or acquired by the Company
or any of its Subsidiaries, the Company or such Subsidiary has not filed a      
consent to the application of Section 341(f) of the Code, or agreed to have     
Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset
(as such term is defined in Section 341(f)(4) of the Code) owned by the Company 
or such Subsidiary.                                                             

    (g) The Company and its Subsidiaries have not agreed, and are not required
to make, any adjustment under Section 481(a) of the Code by reason of a change  
in accounting method or otherwise, and there is no application to change any    
accounting method by the Company or any of its Subsidiaries pending with any    
taxing authority. The Internal Revenue Service has not proposed any such        
adjustment or change in method.                                                 

    (h) Reserves and provisions for Taxes reflected in the Company's financial
statements included in its Quarterly Report on Form 10-Q for the quarterly      
period ended March 31, 1997 are adequate.                                       

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     (i) The Company and its Subsidiaries have not been and are not in violation
(or with notice or lapse of time or both, would be in violation) of any         
applicable law relating to the payment or withholding of Taxes relating to      
employment and have duly and timely withheld from employee salaries, wages and  
other compensation and timely paid over to the appropriate taxing authorities   
all amounts required to be so withheld and paid over for all periods under all  
applicable laws.                                                                

  (j) There are no liens or encumbrances of any kind with respect to Taxes
upon any of the assets of the Company and its Subsidiaries (except for liens for
Taxes not yet due) or on the capital stock of the Company or any of its         
Subsidiaries.                                                                   

    SECTION 3.11 No Default. Except as disclosed in the Company SEC Documents,
the business of the Company and each of its Subsidiaries is not being conducted 
in default or violation of any term, condition or provision of (a) its          
respective certificate of incorporation or by-laws or similar organizational    
documents, or (b) any Company Agreement, excluding from the foregoing clause    
(b), defaults or violations that would not have a Material Adverse Effect on the
Company and its Subsidiaries taken as a whole or would not, or would not be     
reasonably likely to, materially impair the ability of the Company to consummate
the Merger or the other Contemplated Transactions.                              

 SECTION 3.12 Contracts. (a) The Company has previously delivered to the
Parent true and complete copies of all material Company Agreements and true and 
correct summaries of all material oral agreements to which the Company or any of
its Subsidiaries is a party. Each material Company Agreement is valid, binding  
and enforceable and in full force and effect in accordance with its terms.      
Neither the Company nor any of its Subsidiaries is in default in any material   
respect under any such Company Agreement, nor does any condition exist that with
notice or lapse of time or both would constitute such a material default        
thereunder. To the knowledge of the Company or any of the Subsidiaries, no other
party to any such Company Agreement is in default thereunder in any material    
respect, nor does any condition exist that with notice or lapse of time or both 
would constitute such a material default thereunder, nor is any such material   
default threatened.                                                             

(b) Except as set forth in Section 3.12(b) of the Disclosure Schedule,
neither the Company nor any Subsidiary is a party to any Company Agreement that 
(i) includes any 'change of control' or similar provision which, as a result of 
the Merger or any other Contemplated Transaction, would result in a violation or
breach of, or default (with or without due notice or lapse of time or both)     
under, such Company Agreement, or give rise to a right to accelerate the terms  
of payment or the provision of benefits, or enhance the amount of payment or the
provision of benefits, thereunder, or (ii) expressly and materially limits the  
ability of the Company or any of its Subsidiaries to compete in or conduct any  
line of business or compete with any person or in any geographic area or during 
any period of time.                                                             

    (c) The Company (i) has satisfied the sales requirements under paragraph 3
of the Stewart's Master Agreement such that the territory subject to the        
Stewart's Master Agreement is worldwide and (ii) has not failed to achieve the  
sales requirements under said paragraph 3 which would permit Stewart's to       
terminate the Stewart's Master Agreement with respect to any territory.         

SECTION 3.13 Intellectual Property.                                   

  (a) Section 3.13(a) of the Disclosure Schedule lists (i) all Copyrights,
Patents, Trademarks and formulae and processes (other than unregistered         
Trademarks for which no application for registration is pending) (collectively, 
the 'Intellectual Property') owned by the Company or any of its Subsidiaries,   
specifying as to each such item, as applicable: (A) the category of Intellectual
Property; (B) the owner of the item; (C) the jurisdictions in which the item is 
issued or registered or in which any applica tion for issuance or registration  
has been filed, including the respective issuance, registration or application  
number; (D) the date of application, issuance or registration and the expiration
date of the item; and (E) with respect to any Trademarks, the class or classes  
of goods or services on which each such Trademark is or is intended to be used; 
(ii) all material licenses, sublicenses and other agreements ('IP Licenses')    
under which the Company or any of its Subsidiaries is either a licensor or      
licensee of any Intellectual Property; and (iii) all agreements involving       
Intellectual Property that are currently in negotiation or proposed by the      
Company or any of its Subsidiaries. Neither the Company nor any of its          
Subsidiaries owns any Copyrights or Patents or is a party to any license for a  
Copyright or Patent either as a licensor or as a licensee. The Company has      
previously delivered to the Parent true and complete                            

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copies of all material documents evidencing Intellectual Property and IP        
Licenses (including all modifications, amendments and supplements).             

    (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, the
Company and its Subsidiaries own or have a license for all the Intellectual     
Property that is material to the business of the Company and its Subsidiaries as
presently conducted or being developed, free and clear of any liens.            

 (c) None of the Company or its Subsidiaries or, to the knowledge of the
Company, any other party is in breach of or default under any IP License. Each  
IP License is now, and immediately following the consummation of the            
Contemplated Transactions will be, valid and in full force and effect.          

  (d) No Claim is pending or, to the knowledge of the Company, threatened,
that challenges the validity, enforceability, ownership of or right to use,     
sell, license or dispose of any Intellectual Property, nor does the Company know
of any valid grounds for any such Claim.                                        

 (e) To the knowledge of the Company, neither the Company nor any of its
Subsidiaries has infringed upon or otherwise violated the intellectual property 
rights of third parties or has received or has been the subject of any Claim,   
charge or notice alleging any such infringement or other violation, and the     
Company knows of no basis for any such Claim. To the knowledge of the Company,  
the continued use of the Intellectual Property by the Company or the relevant   
Subsidiary after the Effective Time will not infringe upon or otherwise violate 
any intellectual property rights of third parties as a result of the continued  
operation of the businesses of the Company and its Subsidiaries as presently    
conducted.                                                                      

   (f) To the knowledge of the Company, no third party is infringing upon or
otherwise violating the Intellectual Property rights of the Company or any of   
its Subsidiaries.                                                               

(g) All registered Trademarks held by the Company or any of its       
Subsidiaries are valid and subsisting. The Company and its Subsidiaries have    
taken all necessary action to maintain and protect each item of Intellectual    
Property owned or used by the Company or any of its Subsidiaries.               

    (h) To the knowledge of the Company, no Patent, statute, rule, regulation,
code or standard is pending or proposed that would have a material adverse      
effect on the validity, enforceability, ownership of or right to use, sell,     
license or dispose of any Intellectual Property.                                

  (i) None of the material formulae and processes of the Company or any of
its Subsidiaries has been disclosed to any Person other than its bottlers,      
suppliers and consultants and Stewart's.                                        

SECTION 3.14 Employee Benefit Plans.                                  

   (a) With respect to each Company Benefit Plan, the Company has previously
provided to the Parent true and complete copies of (i) all plan texts and       
agreements and related trust agreements, if any, (ii) all summary plan          
descriptions, if any, (iii) the most recent annual report (including all        
schedules thereto), if any, (iv) the most recent annual audited financial       
statement, if any, (v) if the plan is intended to qualify under Code Section    
401(a) or 403(a), the most recent determination letter, if any, received from   
the IRS and (vi) all material communications with any Governmental Authority    
(including, without limitation, the PBGC and the IRS).                          

     (b) There are no Company Benefit Plans that provide retiree medical or life
or pension coverage (other than coverage mandated by law) or that are subject to
any of Code Section 412, ERISA Section 302 or Title IV of ERISA.                

     (c) Each Company Benefit Plan conforms in all material respects to, and its
administration is in all material respects in compliance with, all applicable   
laws and regulations, except for such failures to conform or comply that,       
individually or in the aggregate, could not reasonably be expected to result in 
a Material Adverse Effect with respect to the Company and its Subsidiaries taken
as a whole.                                                                     

 (d) Except as disclosed in the Company SEC Documents or as set forth in
Section 3.14(d) of the Disclosure Schedule, the consummation of the Contemplated
Transactions will not (a) entitle any current or former Company Employee to     
severance pay, unemployment compensation or any similar payment or (b)          
accelerate the time of payment or vesting, or increase the amount of any        
compensation due to, any current or former Company Employee.                    

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     SECTION 3.15 Inventory and Supplies. Except as set forth on Section 3.15 of
the Disclosure Schedule, the inventory of each of the Company and its           
Subsidiaries is in good and merchantable condition, and suitable and usable or  
salable in the ordinary course of business for the purposes for which it is     
intended and none of such inventory is obsolete, damaged, or defective, subject 
to an inventory reserve computed in a manner consistent with past practice and  
reasonably estimated to reflect inventory values. Section 3.15 of the Disclosure
Schedule sets forth the location of all of the inventory of the Company and its 
Subsidiaries. The Company has no knowledge of any adverse condition affecting   
the supply of materials available to the Company and its Subsidiaries.          

    SECTION 3.16 Receivables. All accounts and notes receivable of the Company
and its Subsidiaries (a) have arisen in the ordinary course of business of the  
Company and its Subsidiaries and (b) subject only to a reserve for bad debts    
computed in a manner consistent with past practice and reasonably estimated to  
reflect the probable results of collection, have been collected or are          
collectible in the ordinary course of business of the Company and its           
Subsidiaries in the aggregate recorded amounts thereof in accordance with their 
terms.                                                                          

     SECTION 3.17 Case Sales. Section 3.17 of the Disclosure Schedule sets forth
the true and correct amount of the Company's aggregate sales of cases of soft   
drinks under the 'Stewart's' trademark for the eighteen (18) months ended       
December 31, 1991, each of fiscal years 1992, 1993, 1994, 1995 and 1996 and the 
first five (5) months of 1997.                                                  

   SECTION 3.18 Transactions with Affiliates. Except to the extent disclosed
in the Company SEC Documents filed prior to the date of this Agreement, since   
December 31, 1996, there have been no material transactions, agreements,        
arrangements or understandings between the Company or its Subsidiaries, on the  
one hand, and the Company's affiliates (other than wholly owned Subsidiaries of 
the Company) or any other Person, on the other hand, that would be required to  
be disclosed under Item 404 of Regulation S-K under the Securities Act.         

     SECTION 3.19 State Takeover Statutes. The Board of Directors of the Company
has approved the Merger and this Agreement, and the entering into, and          
performance, by the Parent and Mergerco of the Stockholders Agreement. Such     
approval is sufficient to render inapplicable to the Merger, this Agreement and 
the entering into, and performance, by the Parent and Mergerco of the           
Stockholders Agreement and any other transactions contemplated by this Agreement
and the Stockholders Agreement, the restrictions on business combinations       
provided for in Section 203. Other than Section 203, no state takeover statute  
or similar statute or regulation applies or purports to apply to the Merger,    
this Agreement or the Stockholders Agreement.                                   

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PARENT AND MERGERCO

  The Parent and Mergerco, jointly and severally, represent and warrant to
the Company as follows:                                                         

SECTION 4.1 Organization and Good Standing. Each of the Parent and its
Subsidiaries is a corporation duly organized, validly existing and in good      
standing under the laws of the jurisdiction of its incorporation, and has all   
requisite corporate or other power and authority and all necessary governmental 
approvals to own, lease and operate its properties and to carry on its business 
as now being conducted, except where the failure to be so organized, existing   
and in good standing or to have such power, authority and governmental approvals
would not have a Material Adverse Effect on the Parent and its Subsidiaries     
taken as a whole. Each of the Parent and its Subsidiaries is duly qualified or  
licensed to do business and in good standing in each jurisdiction in which the  
property owned, leased or operated by it or the nature of the business conducted
by it makes such qualification or licensing necessary, except where the failure 
to be so duly qualified or licensed and in good standing would not have a       
Material Adverse Effect on the Parent and its Subsidiaries taken as a whole.    
Mergerco has not heretofore conducted any business other than in connection with
this Agreement and the Contemplated Transactions.                               

SECTION 4.2 Corporate Authorization; Validity of Agreement; Necessary 
Action. Each of the Parent and Mergerco has full corporate power and authority  
to execute and deliver this Agreement and to                                    

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consummate the Contemplated Transactions. The execution, delivery and           
performance by the Parent and Mergerco of this Agreement and the consummation by
the Parent and Mergerco of the Contemplated Transactions have been duly and     
validly authorized by their respective Boards of Directors and no other         
corporate action or proceedings on the part of the Parent and Mergerco is       
necessary to authorize the execution and delivery by the Parent and Mergerco of 
this Agreement, and the consummation by the Parent and Mergerco of the          
Contemplated Transactions. This Agreement has been duly executed and delivered  
by the Parent and Mergerco, and assuming this Agreement constitutes a valid and 
binding obligation of the Company, constitutes a valid and binding obligation of
each of the Parent and Mergerco, enforceable against each of them in accordance 
with its terms, except that (i) such enforcement may be subject to applicable   
bankruptcy, insolvency or other similar laws, now or hereafter in effect,       
affecting creditors rights generally, and (ii) the remedy of specific           
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any          
proceeding therefor may be brought.                                             

    SECTION 4.3 Capitalization. (a) The authorized capital stock of the Parent
consists of 60,000,000 shares of Parent Class A Common Stock, 16,000,000 shares 
of Parent Class B Common Stock, par value $.10 per share, 25,000,000 shares of  
Preferred Stock, of which 5,982,866 shares have been designated Redeemable      
Preferred Stock. As of June 17, 1997, 23,998,221 shares of Parent Class A Common
Stock and 5,997,662 shares of Parent Class B Common Stock were issued and       
outstanding, and no shares of Preferred Stock were issued or outstanding. As of 
March 31, 1997, options to acquire an aggregate of 8,849,499 shares of Parent   
Class A Common Stock had been issued. The authorized capital stock of Mergerco  
consists solely of 1,000 shares of Mergerco Common Stock, all of which, as of   
the date hereof, are issued and outstanding and held by the Parent. All of the  
outstanding shares of capital stock of the Parent and Mergerco (including       
Mergerco) have been duly authorized and validly issued and are fully paid and   
non-assessable.                                                                 

    (b) The shares of the Parent Class A Common Stock to be issued pursuant to
the Merger will be duly authorized, validly issued, fully paid and              
non-assessable and not subject to preemptive rights.                            

     SECTION 4.4 Reports and Financial Statements. The Parent has filed with the
SEC, and has heretofore made available to the Company true and complete copies  
of, all forms, reports, schedules, statements and other documents required to be
filed by it and its Subsidiaries since December 31, 1993 under the Exchange Act 
or the Securities Act (as such documents have been amended since the time of    
their filing, collectively, the 'Parent SEC Documents'). As of their respective 
dates or, if amended, as of the date of the last such amendment, the Parent SEC 
Documents, including, without limitation, any financial statements or schedules 
included therein (a) did not contain any untrue statement of a material fact or 
omit to state a material fact required to be stated therein or necessary in     
order to make the statements therein, in light of the circumstances under which 
they were made, not misleading and (b) complied in all material respects with   
the applicable requirements of the Exchange Act and the Securities Act, as the  
case may be, and the applicable rules and regulations of the SEC thereunder.    
Each of the consolidated financial statements included in the Parent SEC        
Documents have been prepared from, and are in accordance with, the books and    
records of the Parent and/or its consolidated Subsidiaries, comply in all       
material respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto, have been prepared in    
accordance with GAAP applied on a consistent basis during the periods involved  
(except as may be indicated in the notes thereto) and fairly present in all     
material respects the consolidated financial position and the consolidated      
results of operations and cash flows (and changes in financial position, if any)
of the Parent and its consolidated Subsidiaries as at the dates thereof or for  
the periods presented therein (subject, in the case of unaudited interim        
financial statements, to normal year end adjustments).                          

   SECTION 4.5 Absence of Certain Changes. Except to the extent set forth in
the Parent SEC Documents filed prior to the date of this Agreement, since       
December 31, 1996, the Parent and its Subsidiaries have conducted their         
respective businesses in the ordinary course of business consistent with past   
practice. Since December 31, 1996, there has not occurred (a) any event, change 
or effect (including the incurrence of any liabilities of any nature, whether or
not accrued, contingent or otherwise) having or, which would be reasonably      
likely to have, individually or in the aggregate, a Material Adverse Effect on  
the Parent and its Subsidiaries taken as a whole; (b) any declaration, setting  

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aside or payment of any dividend or other distribution (whether in cash, stock  
or property) with respect to the equity interests of the Parent or of any of its
Subsidiaries other than regular quarterly cash dividends or dividends paid by   
wholly owned Subsidiaries; or (c) any change by the Parent or any of its        
Subsidiaries in accounting principles or methods, except insofar as may be      
required by a change in GAAP.                                                   

SECTION 4.6 Consents and Approvals; No Violations. Except for (a) the 
filing of a pre-merger notification and report form by the Parent under the HSR 
Act, and the expiration or termination of the applicable waiting period         
thereunder, (b) the filing of a Certificate of Merger with the Secretary of the 
State of the State of Delaware in accordance with the DGCL, (c) filings with the
SEC and any applicable national securities exchanges, (d) filings under state   
securities, 'Blue Sky' or antitakeover laws, (e) any applicable filings required
under the laws of foreign jurisdictions and (f) filings, authorizations,        
consents or approvals relating to matters which, in the aggregate, are not      
material to the Parent and its Subsidiaries (including Mergerco but excluding   
the Company and its Subsidiaries) taken as a whole, neither the execution,      
delivery or performance of this Agreement by the Parent and Mergerco nor the    
consummation by the Parent and Mergerco of the Contemplated Trans actions nor   
compliance by the Parent and Mergerco with any of the provisions hereof will (i)
conflict with or result in any breach of any provision of the certificate of    
incorporation or by-laws of the Parent and any of its Subsidiaries, (ii) require
any filing with, or permit, authorization, consent or approval of, any          
Governmental Authority (except where the failure to obtain such permits,        
authorizations, consents or approvals or to make such filings would not have a  
Material Adverse Effect on the Parent and its Subsidiaries taken as a whole or  
would not, or would not be reasonably likely to, materially impair the ability  
of the Parent and Mergerco to consummate the Merger or the other Contemplated   
Transactions), (iii) result in a violation or breach of, or constitute (with or 
without due notice or lapse of time or both) a default (or give rise to any     
right of termination, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,         
guarantee, other evidence of indebtedness, lease, license, contract, agreement  
or other in strument or obligation to which the Parent or any of its            
Subsidiaries is a party or by which any of them or any of their properties or   
assets may be bound or (iv) violate any order, writ, injunction, decree,        
statute, rule or regulation applicable to the Parent, any of its Subsidiaries or
any of their properties or assets, except in the case of clauses (iii) and (iv) 
for violations, breaches or defaults which would not have a Material Adverse    
Effect on the Parent and its Subsidiaries taken as a whole or would not, or     
would not be reasonably likely to, materially impair the ability of the Parent  
or Mergerco to consummate the Merger or the other Contemplated Transactions.    

 SECTION 4.7 Registration Statement. The Registration Statement (and any
amendment thereof or supplement thereto), at the date it becomes effective and  
at the time of the Meeting, will not contain any untrue statement of a material 
fact or omit to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading; provided, however, that no           
representation is made by the Parent or Mergerco with respect to statements made
therein based on information supplied by the Company for inclusion in the       
Registration Statement. Subject to the proviso set forth in the preceding       
sentence, the Registration Statement will comply in all material respects with  
the provisions of the Securities Act and the rules and regulations thereunder.  

    SECTION 4.8 Tax Representations. (a) Mergerco is a wholly owned subsidiary
of the Parent organized for the purpose of consummating the Merger and has no   
assets other than (i) Parent Class A Common Stock, if any, and (ii) assets      
permitted under Treasury Regulation 1.368-2(j)(3)(iii).                         

(b) The Parent has no plan or intention not to (i) continue at least a
principal historic business line of the Company or (ii) use at least a          
significant portion of the Company's historical assets in a business of the     
Parent, in each case within the meaning of Treasury Regulation 1.368-1(d).      

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ARTICLE V 

COVENANTS 

  SECTION 5.1 Interim Operations of the Company. The Company covenants and
agrees that, except (i) as expressly provided in this Agreement, (ii) with the  
prior written consent of the Parent or (iii) as set forth on Section 5.1 of the 
Disclosure Schedule, after the date hereof and prior to the Effective Time:     

    (a) the business of the Company and its Subsidiaries, including,
   without limitation, investment practices and policies, shall be conducted
    only in the ordinary course of business consistent with past practice and,
   each of the Company and its Subsidiaries shall use all reasonable efforts
to preserve its business organization intact and maintain its existing
relations with material customers, distributors, suppliers, employees,
creditors and business partners;                                      

       (b) the Company will not, directly or indirectly, split, combine or
     reclassify the outstanding Company Common Stock, or any outstanding capital
stock of any of the Subsidiaries of the Company;                      

       (c) neither the Company nor any of its Subsidiaries shall (i) amend
its certificate of incorporation or by-laws or similar organizational 
documents; (ii) declare, set aside or pay any dividend or other       
     distribution payable in cash, stock or property with respect to its capital
    stock other than dividends paid by the Company's wholly owned Subsidiaries
     to the Company; (iii) issue, sell, transfer, pledge, dispose of or encumber
  any additional shares of, or securities convertible into or exchangeable
for, or options, warrants, calls, commitments or rights of any kind to
 acquire, any shares of capital stock of any class of the Company or its
  Subsidiaries, other than issuances pursuant to exercise of stock options
 outstanding on the date hereof as disclosed in Section 3.3 hereof; (iv)
   transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber
     any assets that are material to the Company and its Subsidiaries taken as a
whole other than sales of investment assets in the ordinary course of 
business consistent with past practice; or (v) redeem, purchase or    
otherwise acquire directly or indirectly any of its capital stock;    

       (d) neither the Company nor any of its Subsidiaries shall (i) grant
any increase in the compensation payable or to become payable by the  
  Company or any of its Subsidiaries to any officer or employee other than
  scheduled annual increases in the ordinary course of business consistent
 with past practice in an amount not to exceed five percent (5%) for any
individual; (ii) adopt any new, or amend or otherwise increase, or    
accelerate the payment or vesting of the amounts payable or to become 
    payable under any Company Benefit Plan; (iii) enter into any, or amend any
    existing, employment, consulting or severance agreement with or, except in
 accordance with the existing written policies of the Company, grant any
  severance or termination pay to any officer, director or employee of the
    Company or any of its Subsidiaries; (iv) make any additional contributions
to any grantor trust created by the Company to provide funding for    
 non-tax-qualified employee benefits or compensation; or (v) provide any
     severance program to any Subsidiary which does not have a severance program
as of the date of this Agreement;                                     

     (e) neither the Company nor any of its Subsidiaries shall modify,
     amend or terminate any of the material Company Agreements or waive, release
   or assign any material rights or claims, except in the ordinary course of
business consistent with past practice;                               

        (f) neither the Company nor any of its Subsidiaries shall permit any
material insurance policy naming it as a beneficiary or a loss payable
payee to be cancelled or terminated, except in the ordinary course of 
business consistent with past practice;                               

        (g) neither the Company nor any of its Subsidiaries shall: (i) incur
     or assume any debt except for borrowings under its existing credit facility
    in an amount exceeding $100,000 without the written consent of the Parent,
     which consent shall not be unreasonably withheld, provided that the Company
 may extend the term of its existing credit facility for a period not to
    exceed one (1) year so long as the commitment thereunder is not increased;
   (ii) assume, guarantee, endorse or otherwise become liable or responsible
  (whether directly, contingently or otherwise) for the obligations of any
   other Person; (iii) make any loans, advances or capital contributions to,
or                                                                    

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   investments in, any other Person (other than to wholly owned Subsidiaries
   of the Company, or customary loans or advances to employees in accordance
   with past practice not to exceed $25,000 in the aggregate); or (iv) enter
  into any material commitment (including, but not limited to, any capital
 expenditure, 'take-or-pay' contract or purchase of assets) in excess of
$100,000, provided that the Company may (x) purchase inventory in the 
ordinary course of business consistent with past practice (without any
  'take-or-pay' commitment) and (y) enter into a lease for office space in
 the greater Denver, Colorado area not to exceed 4,500 square feet, at a
  cost per square foot per year not to exceed $17.00 and for a term not to
exceed three (3) years;                                               

        (h) neither the Company nor any of its Subsidiaries shall change any
of the accounting principles used by it unless required by GAAP;      

  (i) neither the Company nor any of its Subsidiaries shall pay,
discharge or satisfy any material claims, liabilities or obligations  
     (absolute, accrued, asserted or unasserted, contingent or otherwise), other
     than the payment, discharge or satisfaction of any such claims, liabilities
   or obligations, (x) reflected or reserved against in, or contemplated by,
     the consolidated financial statements (or the notes thereto) of the Company
   and its consolidated Subsidiaries, (y) incurred in the ordinary course of
     business consistent with past practice or (z) which are legally required to
be paid, discharged or satisfied;                                     

         (j) neither the Company nor any of its Subsidiaries will adopt a plan
 of complete or partial liquidation, dissolution, merger, consolidation,
 restructuring, recapitalization or other material reorganization of the
Company or any of its Subsidiaries or any agreement relating to a     
Acquisition Proposal (other than the Merger);                         

          (k) neither the Company nor any of its Subsidiaries will engage in any
transaction with, or enter into any agreement, arrangement, or        
understanding with, directly or indirectly, any of the Company's      
  affiliates, including, without limitation, any transactions, agreements,
   arrangements or understandings with any affiliate or other Person covered
 under Item 404 of Regulation S-K under the Securities Act that would be
   required to be disclosed under such Item 404 other than such transactions
 of the same general nature, scope and magnitude as are disclosed in the
Company SEC Documents;                                                

        (l) except upon the prior written consent of the Parent, the Company
   shall not make any Tax election that would have a Material Adverse Effect
on the Company or any of its Subsidiaries; and                        

          (m) neither the Company nor any of its Subsidiaries will enter into an
    agreement, contract, commitment or arrangement to do any of the foregoing,
   or to authorize, recommend, propose or announce an intention to do any of
the foregoing.                                                        

    SECTION 5.2 Access to Information. The Company shall (and shall cause each
of its Subsidiaries to) afford to the officers, employees, accountants, counsel,
financing sources and other representatives of the Parent, reasonable access,   
during normal business hours, during the period prior to the Effective Time, to 
all of its and its Subsidiaries' properties, books, contracts, commitments and  
records (including any Tax Returns or other Tax related information pertaining  
to the Company and its Subsidiaries) and, during such period, the Company shall 
(and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a)
a copy of each report, schedule, registration statement and other document filed
or received by it during such period pursuant to the requirements of the federal
securities laws or any insurance regulatory laws and (b) all other information  
concerning its business, properties and personnel as the Parent may reasonably  
request (including any Tax Returns or other Tax related information pertaining  
to the Company and its Subsidiaries). The Parent will hold any such information 
which is nonpublic in confidence in accordance with the provisions of the       
Confidentiality Agreement.                                                      

 SECTION 5.3 Consents and Approvals. Each of the Company, the Parent and
Mergerco will take all reasonable actions necessary to comply promptly with all 
legal requirements which may be imposed on it with respect to this Agreement and
the Contemplated Transactions which actions shall include, without limitation,  
furnishing all information in connection with approvals of or filings with any  
Governmental Authority, including, without limitation, any schedule, or reports 
required to be filed with the SEC, and will promptly cooperate with and furnish 
information to each other in connection with any such requirements imposed upon 
any of them or any of their Subsidiaries in connection with                     

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this Agreement and the Contemplated Transactions. Each of the Company, the      
Parent and Mergerco will, and will cause its Subsidiaries to, take all          
reasonable actions necessary to obtain any consent, authorization, order or     
approval of, or any exemption by, any Governmental Authority or other public or 
private third party, required to be obtained or made by the Parent, Mergerco,   
the Company or any of their Subsidiaries in connection with the Merger or the   
taking of any action contemplated thereby or by this Agreement.                 

SECTION 5.4 No Solicitation.                                          

   (a) The Company shall not directly or indirectly, and shall not authorize
or permit any of its Subsidiaries or any officer, director, employee, agent,    
investment banker, financial advisor, attorney, accountant, broker, finder or   
other representative (collectively, 'Representatives') of any of the Company or 
any of its Subsidiaries (collectively, the 'Acquired Corporations') directly or 
indirectly to, (i) solicit, initiate, encourage or induce the making, submission
or announcement of any Acquisition Proposal or take any action that could       
reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any     
nonpublic information regarding any of the Acquired Corporations to any Person  
in connection with or in response to an Acquisition Proposal, (iii) engage in   
discussions with any Person with respect to any Acquisition Proposal, (iv)      
approve, endorse or recommend (or agree to approve, endorse or recommend) any   
Acquisition Proposal or (v) enter into any letter of intent or similar document 
or any agreement contemplating or otherwise relating to any Acquisition         
Proposal; provided, however, that this Section 5.4(a) shall not prohibit the    
Company from furnishing nonpublic information regarding the Acquired            
Corporations to, or entering into discussions with, any Person in response to an
unsolicited bona fide written Acquisition Proposal submitted (and not withdrawn)
by such Person if (1) the Board of Directors of the Company concludes in good   
faith, based upon the advice of its financial advisor, that such Acquisition    
Proposal would result in a transaction that is more favorable from a financial  
point of view to the Company's stockholders than the Merger, (2) the Board of   
Directors from the Company concludes in good faith, after consultation with     
outside legal counsel, that such action is required in order for the Board of   
Directors of the Company to comply with its fiduciary obligations to the        
Company's stockholders under applicable law, (3) prior to furnishing any such   
nonpublic information to, or entering into discussions with, such Person, the   
Company gives the Parent written notice of the identity of such Person and of   
the Company's intention to furnish nonpublic information to, or enter into      
discussions with, such Person, and the Company receives from such Person an     
executed confidentiality agreement containing customary limitations on the use  
and disclosure of all nonpublic written and oral information furnished to such  
Person by or on behalf of the Company, and (4) prior to furnishing any such     
nonpublic information to such Person, the Company furnishes such nonpublic      
information to the Parent (to the extent such nonpublic information has not been
previously furnished by the Company to the Parent).                             

   (b) The Company shall promptly advise the Parent orally and in writing of
any Acquisition Proposal (including the identify of the Person making or        
submitting such Acquisition Proposal and the terms thereof) that is made or     
submitted by any Person (such Notification referred to as a 'Transaction        
Notice'). The Company agrees that it will not furnish confidential information  
to any Person or enter into negotiations with any Person with respect to an     
Acquisition Proposal until it has delivered to the Parent a Transaction Notice  
and forty-eight (48) hours have passed since the Parent's receipt of such       
Transaction Notice.                                                             

   (c) As of the date of this Agreement, the Company shall immediately cease
and cause to be terminated any existing discussions with any Person that relate 
to any Acquisition Proposal.                                                    

   (d) Notwithstanding anything to the contrary contained in this Agreement,
the Company may give a copy of this Section 5.4 to any Person who submits an    
unsolicited bona fide written Acquisition Proposal to the Company if, prior to  
giving a copy of this Section 5.4 to such Person, the Company gives the Parent  
written notice that the Company intends to give copy of this Section 5.4 to such
Person.                                                                         

SECTION 5.5 Additional Agreements. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use its best efforts to   
take, or cause to be taken, all action and to do, or cause to be done, all      
things necessary, proper or advisable, whether under applicable laws and        
regulations or otherwise, or to remove any injunctions or other impediments or  
delays, legal or otherwise, to consummate and make effective the Merger and the 
other Contemplated Transactions. In                                             

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case at any time after the Effective Time any further action is necessary or    
desirable to carry out the purposes of this Agreement, the proper officers and  
directors of the Company, the Parent and Mergerco shall use their best efforts  
to take, or cause to be taken, all such necessary actions.                      

    SECTION 5.6 Notification of Certain Matters. The Company shall give prompt
notice to the Parent, and the Parent shall give prompt notice to the Company, of
(a) the occurrence, or non-occurrence of any event the occurrence or            
non-occurrence of which would cause any representation or warranty contained in 
this Agreement to be untrue or inaccurate in any material respect at or prior to
the Effective Time and (b) any material failure of the Company or the Parent, as
the case may be, to comply with or satisfy any covenant, condition or agreement 
to be complied with or satisfied by it hereunder; provided, however, that the   
delivery of any notice pursuant to this Section 5.6 shall not limit or otherwise
affect the remedies available hereunder to the party receiving such notice.     

   SECTION 5.7 Indemnification of Directors and Officers. The certificate of
incorporation and by-laws of the Surviving Corporation and each of its          
Subsidiaries shall contain provisions no less favorable with respect to         
indemnification of directors, officers, agents and employees and other          
individuals than those set forth in the certification of incorporation and      
by-laws of the Company and its Subsidiaries as in effect on the date hereof,    
which provisions shall not be amended, repealed or otherwise modified for a     
period of five (5) years after the Effective Time in any manner that would      
adversely affect the rights thereunder of individuals who at or prior to the    
Effective Time were directors, officers, agents or employees of the Company or  
any of its Subsidiaries or who were otherwise entitled to indemnification       
pursuant to the certificate of incorporation and by-laws (or equivalent         
governing instruments) of the Company or any of its Subsidiaries; provided, that
if the Surviving Corporation or any of its subsidiaries shall not have the      
financial resources to satisfy its indemnification obligations to such          
directors, officers, agents or employees or other individuals as provided under 
its certificate of incorporation and by-laws in accordance with this Section    
5.7, the Parent agrees that it shall provide such indemnification of such       
Persons to the extent set forth in such certificate of incorporation and by-laws
in accordance with this Section 5.7.                                            

SECTION 5.8 Rule 145 Affiliates. At least 30 days prior to the Closing
Date, the Company shall deliver to the Parent a letter identifying, to the best 
of the Company's knowledge, all Persons who are, at the time of the Meeting,    
deemed to be 'affiliates' of the Company for purposes of Rule 145 under the     
Securities Act (the 'Company Affiliates'). The Company shall use all reasonable 
efforts to cause each Person who is identified as a Company Affiliate to deliver
to the Parent prior to the Closing Date an agreement substantially in the form  
of Exhibit B to this Agreement.                                                 

 SECTION 5.9 Stock Exchange Listing. The Parent shall use all reasonable
efforts to cause the shares of the Parent Class A Common Stock issued in the    
Merger and the shares of the Parent Class A Common Stock to be reserved for     
issuance upon exercise of the Substitute Options to be approved for listing on  
the NYSE prior to the Closing Date.                                             

   SECTION 5.10 Tax-Free Reorganization. The Company shall not intentionally
take or cause to be taken any action before the Effective Time which would      
disqualify the Merger as a 'reorganization' within the meaning of Section 368(a)
of the Code.                                                                    

ARTICLE VI
CONDITIONS PRECEDENT

     SECTION 6.1 Conditions to the Obligations of Each Party. The obligations of
the Company, on the one hand, and the Parent, and Mergerco on the other hand, to
consummate the Merger are subject to the satisfaction (or, if permissible,      
waiver by the party for whose benefit such conditions exist) of the following   
conditions at or prior to the Effective Time:                                   

          (a) this Agreement and the Merger shall have been approved and adopted
by the Required Stockholder Vote in accordance with the DGCL;         

     (b) no court, arbitrator or governmental body, agency or official
  shall have issued any order, decree or ruling and there shall not be any
statute, rule or regulation, restraining, enjoining or prohibiting the
consummation of the Merger;                                           

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        (c) the Registration Statement shall have become effective under the
Securities Act and no stop order suspending effectiveness of the      
  Registration Statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the SEC;           

     (d) any waiting period applicable to the Merger under the HSR Act
shall have expired or been terminated;                                

       (e) all actions by or in respect of or filing with any Governmental
     Authority required to permit the consummation of the Merger shall have been
obtained and such approval shall be in full force and effect; and     

     (f) the shares of Parent Class A Common Stock to be issued in the
Merger shall have been approved for listing on the NYSE, subject to   
official notice of issuance.                                          

   SECTION 6.2 Conditions to the Obligations of the Parent and Mergerco. The
obligations of the Parent and Mergerco to consummate the Merger are subject to  
the satisfaction (or waiver by the Parent) of the following further conditions: 

         (a) the representations and warranties of the Company shall have been
   true and accurate in all material respects as of the Effective Time as if
made at and as of such time (except for those representations and     
   warranties that address matters only as of a particular date or only with
   respect to a specific period of time which need only be true and accurate
as of such date or with respect to such period);                      

     (b) the Company shall have performed in all material respects its
 obligations hereunder required to be performed by it at or prior to the
Effective Time;                                                       

          (c) since December 31, 1996, except as set forth in Section 3.5 of the
 Disclosure Schedule, there shall not have occurred any event, change or
effect having, or which would be reasonably likely to have, in the    
   aggregate, a Material Adverse Effect on the Company and its Subsidiaries,
taken as a whole;                                                     

 (d) the Parent shall have received a certificate signed by an
    executive officer of the Company to the effect of Sections 6.2(a), (b) and
    (c); (e) there shall not have been any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order or injunction
enacted, entered, enforced, promulgated, amended, issued or deemed    
applicable to the Merger by any domestic legislative body, court,     
government or governmental, administrative or regulatory authority or 
   agency (i) restraining or preventing the carrying out of the Contemplated
   Transactions, (ii) prohibiting the Parent's ownership or operation of all
  or any material portion of its or the Company's businesses or assets, or
  compelling the Parent to dispose of or hold separate all or any material
   portion of the Parent's or the Company's businesses or assets as a result
     of the Contemplated Transactions; (iii) making acquisition of the shares of
   Company Common Stock pursuant to the Merger illegal; (iv) prohibiting the
   Parent effectively from acquiring or holding or exercising full rights of
ownership of the shares of Company Common Stock, including, without   
   limitation, the right to vote the shares of Company Common Stock acquired
by it pursuant to the Merger on all matters properly presented to the 
stockholders of the Company; (v) prohibiting the Parent or any of its 
 Subsidiaries or affiliates from effectively controlling in any material
  respect the businesses or operations of the Company, the Parent or their
 respective subsidiaries; or (vi) which would impose any condition which
would materially adversely affect the business of the Company or (as a
  condition of consummating the Contemplated Transactions) the business of
the Parent and its Subsidiaries taken as a whole;                     

    (f) the Company's Board of Directors shall not have withdrawn or
modified its position with respect to the Merger;                     

        (g) the Parent shall have received an opinion of Krys Boyle Freedman
Scott & Sawyer, P.C. in scope and substance substantially in the form 
agreed to by the Company and the Parent prior to the date hereof;     

        (h) the Average Parent Share Price shall not be less than $15.00 per
share;                                                                

        (i) the holders of no greater than seven and one-half percent (7.5%)
  of the shares of Company Common Stock outstanding on the record date for
the Meeting (x) shall have demanded their                             

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appraisal rights with respect to their shares of Company Common Stock 
    pursuant to, and otherwise complied with the provisions of, subsection (d)
  of Section 262, and (y) shall not have voted in favor of or consented to
the Merger; or                                                        

          (j) no suit, claim, action or proceeding with respect to the Merger or
the other Contemplated Transactions, or the Company or any of its     
Subsidiaries or any of their properties or assets, shall have been    
instituted or threatened which could reasonably be expected to have a 
Material Adverse Effect on the Company and its Subsidiaries taken as a
 whole or would, or would be reasonably likely to, materially impair the
   ability of the Company to consummate the Merger or the other Contemplated
Transactions.                                                         

   SECTION 6.3 Conditions to the Obligations of the Company. The obligations
of the Company to consummate the Merger are subject to the satisfaction (or     
waiver by the Company) of the following further conditions:                     

     (a) the representations and warranties of the Parent and Mergerco
 shall be true and accurate in all material respects as of the Effective
  Time as if made at and as of such time (except for those representations
  and warranties that address matters only as of a particular date or only
with respect to a specific period of time which need only be true and 
accurate as of such date or with respect to such period);             

   (b) each of the Parent and Mergerco shall have performed in all
   material respects all of the respective obligations hereunder required to
    be performed by the Parent or Mergerco, as the case may be, at or prior to
the Effective Time;                                                   

         (c) since December 31, 1996, there shall not have occurred any event,
change or effect having, or which would be reasonably likely to have, 
   individually or in the aggregate, a Material Adverse Effect on the Parent
and its Subsidiaries taken as a whole;                                

  (d) the Company shall have received a certificate signed by an
executive officer of the Parent as to Sections 6.3(a), (b) and (c);   

  (e) the Company shall have received an opinion of Paul, Weiss,
 Rifkind, Wharton & Garrison in scope and substance substantially in the
form agreed to by the Parent and the Company prior to the date hereof;

      (f) the Company shall have received an opinion of Sherman & Howard
 L.L.C. to the effect that the Merger will qualify as a 'reorganization'
within the meaning of Section 368 of the Code; and                    

          (g) no suit, claim, action or proceeding with respect to the Merger or
the other Contemplated Transactions, or the Parent or any of its      
Subsidiaries or any of their properties or assets, shall have been    
  instituted which could reasonably be expected to have a Material Adverse
 Effect on the Parent and its Subsidiaries taken as a whole, or would be
reasonably likely to materially impair the ability of the Parent to   
consummate the Merger or the other Contemplated Transactions.         

ARTICLE VII 
TERMINATION 

SECTION 7.1 Termination. Anything herein or elsewhere to the contrary 
notwithstanding, this Agreement may be terminated and the Merger contemplated   
herein may be abandoned at any time prior to the Effective Time, whether before 
or after stockholder approval thereof:                                          

         (a) By the mutual consent of the Board of Directors of the Parent and
the Board of Directors of the Company;                                

          (b) By either of the Board of Directors of the Company or the Board of
Directors of the Parent:                                              

           (i) if the Merger shall not have occurred on or prior to December
       31, 1997; provided, however, that the right to terminate this Agreement
      under this Section 7.1(b)(i) shall not be available to any party whose
   failure to fulfill any obligation under this Agreement has been the
        cause of, or resulted in, the failure of the Merger to occur on or prior
to such date;                                                   

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             (ii) if a complete Registration Statement shall not have been filed
with the SEC on or before October 1, 1997; or                   

         (iii) if any Governmental Authority shall have issued an order,
       decree or ruling or taken any other action (which order, decree, ruling
  or other action the parties hereto shall use their best efforts to
   lift), in each case permanently restraining, enjoining or otherwise
        prohibiting the Contemplated Transactions and such order, decree, ruling
or other action shall have become final and non-appealable;     

(c) By the Board of Directors of the Company:               

             (i) if the Parent or Mergerco (x) breaches or fails in any material
   respect to perform or comply with any of its material covenants and
   agreements contained herein or (y) breaches its representations and
      warranties in any material respect and such breach would have or would
        be reasonably likely to have a Material Adverse Effect on the Parent and
        its Subsidiaries taken as a whole, in each case such that the conditions
set forth in Section 6.1 or Section 6.3 would not be satisfied; 
      provided, however, that if any such breach is curable by the breaching
        party through the exercise of the breaching party's best efforts and for
    so long as the breaching party shall be so using its best efforts to
       cure such breach, the Company may not terminate this Agreement pursuant
to this Section 7.1(c)(i);                                      

          (ii) if the Board of Directors of the Company determines in good
faith, after consultation with (x) outside legal counsel, that  
      termination of the Agreement is required for the Board of Directors of
 the Company to satisfy its fiduciary obligations to the Company's
       stockholders under applicable law by reason of an unsolicited bona fide
        Acquisition Proposal having been made and (y) its financial advisor that
    such Acquisition Proposal would result in a transaction that is more
favorable than the Merger from a financial point of view to the 
     Company's stockholders; provided that the Company shall have complied
       with the provisions of Section 5.4 and shall notify the Parent at least
     five (5) days in advance of its intention to terminate this Agreement
 pursuant to this Section 7.1(c)(ii) or to enter into a definitive
  agreement with respect to such Acquisition Proposal; and provided,
       further, that within such five (5) day period the Parent has not made a
  competing proposal which is at least as favorable to the Company's
stockholders from a financial point of view as such Acquisition 
Proposal;                                                       

            (iii) if the Company fails to obtain the Required Stockholder Vote
at the Meeting.                                                 

(d) By the Board of Directors of the Parent:                

             (i) if the Company (x) breaches or fails in any material respect to
   perform or comply with any of its material covenants and agreements
      contained herein or (y) breaches its representations and warranties in
      any material respect and such breach would have or would be reasonably
likely to have a Material Adverse Effect on the Company and its 
        Subsidiaries taken as a whole, in each case such that the conditions set
     forth in Section 6.1 or Section 6.2 would not be satisfied; provided,
      however, that if any such breach is curable by the Company through the
     exercise of the Company's best efforts and for so long as the Company
      shall be so using its best efforts to cure such breach, the Parent may
not terminate this Agreement pursuant to this Section 7.1(d)(i);

      (ii) if (A) the Board of Directors of the Company shall have
      withdrawn, or modified or changed in a manner adverse to the Parent or
       Mergerco its approval or recommendation of this Agreement or the Merger
   or shall have recommended an Acquisition Proposal or other business
    combination, (B) the Company shall have received a bona fide written
Acquisition Proposal which has not been rejected by the Board of
Directors of the Company within fourteen (14) days after receipt
       thereof, or (C) prior to the certification of the vote of the Company's
     stockholders to approve the Merger at the Meeting, it shall have been
        publicly disclosed or the Parent or Mergerco shall have learned that any
      person, entity or 'group' (as that term is defined in Section 13(d)(3)
      of the Exchange Act) (an 'Acquiring Person'), other than the Parent or
      its Subsidiaries or any of their affiliates or the stockholders of the
Company party to the Stockholders Agreement, shall have acquired
   beneficial ownership (determined pursuant to Rule 13d-3 promulgated
under the Exchange Act) of more than 20% of any class           

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 or series of capital stock of the Company (including the Shares),
        through the acquisition of stock, the formation of a group or otherwise,
       or shall have been granted any option, right or warrant, conditional or
        otherwise, to acquire beneficial ownership of more than 20% of any class
      or series of capital stock of the Company (including the Shares) other
    than as disclosed in a Schedule 13D on file with the SEC on the date
hereof;                                                         

            (iii) if the Company fails to obtain the Required Stockholder Vote
at the Meeting; or                                              

  (iv) the condition set forth in 6.2(h) is not fulfilled.

    SECTION 7.2 Effect of Termination. In the event of the termination of this
Agreement as provided in Section 7.1, written notice thereof shall forthwith be 
given to the other party or parties specifying the provision hereof pursuant to 
which such termination is made, and this Agreement shall forthwith become null  
and void, and there shall be no liability on the part of the Parent, Mergerco or
the Company except (A) for fraud or for willful breach of this Agreement and (B)
as set forth in Section 8.3 hereof and in the last sentence of Section 5.2.     

ARTICLE VIII
GENERAL AGREEMENTS

    SECTION 8.1 Definitions. For the purposes of this Agreement, the following
terms have the meanings ascribed to them in this Section 8.1:                   

'Agreement' has the meaning specified in the recitals hereto.         

'Acquired Corporations' has the meaning specified in Section 5.4(a).  

'Acquiring Person' has the meaning specified in Section 7.1(d)(ii).   

 'Acquisition Proposal' means any tender or exchange offer involving the
capital stock of the Company, any proposal for a merger, consolidation or other 
business combination involving the Company or any of its Subsidiaries, any      
proposal or offer to acquire in any manner a substantial equity interest in, or 
a substantial portion of the business or assets of, the Company or any of its   
Subsidiaries, any proposal or offer with respect to any recapitalization or     
restructuring with respect to the Company or any of its Subsidiaries or any     
proposal or offer with respect to any other transaction similar to any of the   
foregoing with respect to the Company or any of its Subsidiaries, other than    
pursuant to the transactions to be effected pursuant to this Agreement or any   
other transaction with the Parent or a Subsidiary of the Parent.                

  'Adjusted Conversion Price' has the meaning specified in Section 2.1(b).

  'Average Parent Share Price' means the average (without rounding) of the
closing prices per share of Parent Class A Common Stock on the NYSE on the NYSE 
Composite Tape for the fifteen (15) consecutive NYSE trading days ending on the 
NYSE trading day immediately preceding the Closing Date.                        

   'Business Day' means any day that is not a Saturday or Sunday or a day on
which banks located in New York City are authorized or required to be closed.   

'Certificate' means a stock certificate which immediately prior to the
Effective Time represents shares of the Company Common Stock.                   

  'Certificate of Incorporation' has the meaning specified in Section 1.3.

  'Claims' means any actions, causes of action, suits, claims, complaints,
demands, litigations or legal, administrative or arbitral proceedings or        
investigations.                                                                 

'Closing' has the meaning specified in Section 1.2.                   

'Closing Date' has the meaning specified in Section 1.2.              

'Code' has the meaning specified in the recitals.                     

 'Company' means Cable Car Beverage Corporation, a Delaware corporation.

'Company Affiliates' has the meaning specified in Section 5.8.        

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   'Company Agreement' means any note, bond, mortgage, indenture, guarantee,
other evidence of indebtedness, lease, license, contract, agreement or other    
instrument or obligation to which the Company or any of its Subsidiaries is a   
party or by which any of them or any of their properties or assets may be bound.

'Company Benefit Plan' means any material employee benefit plan,      
arrangement, policy or commitment, including, without limitation, any           
employment, consulting, severance or deferred compensation agreement, executive 
compensation, bonus, incentive, pension, profit-sharing, savings, retirement,   
stock option, stock purchase or severance pay plan, any life, health, disability
or accidental death and dismemberment insurance plan, any holiday or vacation   
practice or any other employee benefit plan within the meaning of section 3(3)  
of ERISA, that is maintained, administered or contributed to by the Company or  
any of its affiliates for the benefit of their current or former employees.     

  'Company Common Stock' has the meaning specified in the recitals hereto.

   'Company Employee' means any individual employed by the Company or any of
its Subsidiaries.                                                               

'Company Fairness Opinion' has the meaning specified in the recitals  
hereto.                                                                         

'Company SEC Documents' has the meaning specified in Section 3.4.     

'Company Stock Option' means an option issued by the Company that is  
exercisable for Company Common Stock.                                           

     'Confidentiality Agreement' means the confidentiality agreement between the
Company and the Parent, dated April 23, 1997, as amended or modified from time  
to time.                                                                        

'Contemplated Transactions' has the meaning specified in the recitals 
hereto.                                                                         

'Conversion Price' has the meaning specified in Section 2.1(b).       

     'Copyrights' means any foreign or United States copyright registrations and
applications for registration thereof, and any non-registered copyrights.       

'DGCL' has the meaning specified in the recitals hereto.              

'Disclosure Schedule' means the disclosure schedule delivered by the  
Company to the Parent prior to the date hereof.                                 

'Dissenting Share' has the meaning specified in Section 2.1(e).       

     'Effective Time' means the time and date at which the Certificate of Merger
is filed with the Secretary of State of the State of Delaware pursuant to       
Section 1.8.                                                                    

'ERISA' means the Employee Retirement Income Security Act of 1974, as 
amended, together with the rules and regulations promulgated thereunder.        

   'Exchange Act' means the Securities and Exchange Act of 1934, as amended.

'Exchange Agent' has the meaning specified in Section 2.3(a).         

'Excluded Share' has the meaning specified in Section 2.1(a).         

     'Fractional Shares' means fractional shares of Parent Class A Common Stock.

   'GAAP' means United States generally accepted accounting principles as in
effect from time to time.                                                       

     'Governmental Authority' means any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

   'HSR Act' means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.                                                                     

'Intellectual Property' has the meaning specified in Section 3.13(a). 

'IP Licenses' has the meaning specified in Section 3.13(a).           

'IRS' means the United States Internal Revenue Service.               

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  'Material Adverse Effect' means, with respect to any Person (or group of
Persons taken as a whole), such event, change or effect, in the aggregate with  
such other events, changes or effects, which is materially adverse to the       
condition (financial or otherwise), business, results of operations or prospects
of such Person.                                                                 

'Meeting' has the meaning specified in Section 1.6(a).                

'Merger' has the meaning specified in the recitals hereto.            

   'Merger Consideration' means the shares of Parent Class A Common Stock to
be issued pursuant to the Merger in exchange for Certificates, together with any
cash to be received pursuant to Section 2.3(e) in lieu of issuing Fractional    
Shares.                                                                         

'Mergerco' means CCB Merger Corporation, a Delaware corporation.      

    'Mergerco Common Stock' means the Common Stock, par value $1.00 per share,
of Mergerco.                                                                    

'NYSE' means the New York Stock Exchange.                             

     'Order' means any order, judgment, injunction, award, decree or writ of any
Governmental Authority.                                                         

'Parent' means Triarc Companies, Inc., as Delaware corporation.       

 'Parent Class A Common Stock' means the Class A Common Stock, par value
$.10 per share, of Parent.                                                      

 'Parent Class B Common Stock' means the Class B Common Stock, par value
$.10 per share, of Parent.                                                      

     'Parent Disclosure Schedule' means the disclosure schedule delivered by the
Parent to the Company on or prior to the date hereof.                           

'Parent SEC Documents' has the meaning specified in Section 4.4.      

'Patents' means any foreign or United States patents and patent       
applications including any divisions, continuations, continuations-in-part,     
substitutions or reissues thereof, whether or not patents are issued on such    
applications and whether or not such applications are modified, withdrawn or    
resubmitted.                                                                    

'PBGC' means the Pension Benefit Guaranty Corporation.                

'Person' means any individual, corporation (including any non-profit  
corporation), general or limited partnership, limited liability company, joint  
venture, estate, trust, association, organization or other entity or            
Governmental Entity.                                                            

'Prospectus' has the meaning specified in Section 1.7(a).             

'Registration Statement' has the meaning specified in Section 1.7(a). 

'Representatives' has the meaning specified in Section 5.4(a).        

  'Required Stockholder Vote' has the meaning specified in Section 3.2(b).

'SEC' means the Securities and Exchange Commission.                   

'Section 203' has the meaning specified in the recitals hereto.       

'Section 262' shall mean Section 262 of the DGCL.                     

'Securities Act' means the Securities Act of 1933, as amended.        

    'Software' means any computer software programs, source code, object code,
data and documentation.                                                         

'Stewart's' means Stewart's Restaurants Inc.                          

  'Stewart's Master Agreement' means the Stewart's Master Agreement, dated
July 11, 1989, between Stewart's and the Company, as amended.                   

'Stockholder' has the meaning specified in Section 2.3(b).            

     'Stockholders Agreement' has the meaning specified in the recitals thereto.

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     'Subsidiary' means, with respect to any Person, any corporation 50% or more
of the outstanding voting power of which, or any partnership, joint venture,    
limited liability company or other entity 50% or more of the total equity       
interest of which, is directly or indirectly owned by such Person.              

'Substitute Option' has the meaning specified in Section 2.1(d)(i).   

'Surviving Corporation' has the meaning specified in Section 1.1.     

'Tax' has the meaning specified in Section 3.10(a).                   

'Tax Return' has the meaning specified in Section 3.10(b).            

'Tax Sharing Agreement Amounts' has the meaning specified in Section  
3.10(a).                                                                        

    'Trademarks' means any foreign or United States trademarks, service marks,
trade dress, trade names, brand names, designs and logos, corporate names,      
product or service identifiers, whether registered or unregistered, and all     
registrations and applications for registration thereof.                        

'Transaction Notice' has the meaning specified in Section 5.4(b).     

   'Voting Debt' means bonds, debentures, notes or other indebtedness having
voting rights (or convertible into securities having such rights).              

 SECTION 8.2 Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements in this Agreement or in any          
instrument delivered pursuant to this Agreement shall survive the Effective     
Time.                                                                           

     SECTION 8.3 Expenses. (a) Except as set forth in Section 8.3(b), whether or
not the Merger is consummated, all costs and expenses incurred in connection    
with this Agreement and the Contemplated Transactions shall be paid by the party
incurring such costs and expenses.                                              

    (b) If the Board of Directors of the Parent shall terminate this Agreement
pursuant to Section 7.1(d)(iv) in respect of the condition set forth in Section 
6.2(h), then the Parent shall reimburse the Company for its reasonable costs and
expenses (including, without limitation, reasonable attorneys' fees and         
expenses) incurred in connection with this Agreement and the Contemplated       
Transactions in an amount not to exceed $225,000 in the aggregate.              

     SECTION 8.4 Notice. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by          
messenger, transmitted by telecopier, telex or telegram or mailed by registered 
or certified mail, postage prepaid, as follows:                                 

(a) If to the Parent or Mergerco, to:                                 

Triarc Companies, Inc.                              
280 Park Avenue                                     
New York, New York 10017                            
Attention: Brian L. Schorr, Esq.                    
Telecopy No.: (212) 451-3216                        

with a copy to:                                             

Paul, Weiss, Rifkind, Wharton & Garrison            
1285 Avenue of the Americas                         
New York, New York 10019-6064                       
Attention: Neale M. Albert, Esq.                    
Telecopy No.: (212) 373-2315                        

(b) If to the Company, to:                                            

Cable Car Beverage Corporation                      
717 17th Street, Suite 1475                         
Denver, Colorado 80202                              
Attention: Samuel M. Simpson                        
Telecopy No.: (303) 298-1150                        

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with a copy to:                                             

Krys Boyle Freedman Scott & Sawyer, P.C.            
Dominion Plaza                                      
600 Seventeenth Street                              
Suite 2700 South Tower                              
Denver, Colorado 80202                              
Attention: Thomas Boyle, Esq.                       
Telecopy No.: (303) 893-2882                        

    Except as otherwise specified herein, all notices and other communications
shall be considered to have been duly given on the first to occur of (a) the    
date of delivery if delivered personally on a Business Day during normal        
business hours, and if not, on the next occurring Business Day, (b) five (5)    
days following posting if transmitted by mail, (c) the date of transmission with
confirmed answer-back if transmitted by telex on a Business Day during normal   
business hours, and if not, on the next occurring Business Day, or (d) the date 
of receipt if transmitted by telecopier or facsimile on a Business Day during   
normal business hours, and if not, on the next occurring Business Day. Any party
may change his or its address for purposes hereof by notice to the other party  
given as provided in this Section 8.4.                                          

  SECTION 8.5 Amendments. Subject to applicable law, this Agreement may be
amended by the parties hereto, by action taken by their respective Boards of    
Directors, at any time prior to the Effective Time, provided, however, that     
after approval of this Agreement by the stockholders of the Company, no         
amendment or modification shall (a) alter or change the amount or kind of       
shares, securities, cash, property and/or rights to be received in exchange for 
or on conversion of all or any of the shares of any class or series thereof of  
the Company, (b) alter or change any term of the certificate of incorporation of
the Surviving Corporation to be effected by the Merger, or (c) alter or change  
any of the terms and conditions of this Agreement if such alteration or change  
would adversely affect the holders of any class or series of capital stock of   
the Company. This Agreement may not be amended, modified or supplemented except 
by written agreement of the parties hereto.                                     

  SECTION 8.6 Waiver. At any time prior to the Effective Time, the parties
hereto by action taken by their respective Boards of Directors may (a) extend   
the time for the performance of any of the obligations or other acts of the     
other parties hereto, (b) waive any inaccuracies in the representations and     
warranties contained herein or in any document delivered pursuant hereto, and   
(c) waive compliance with any of the agreements or conditions contained herein. 
Any agreement on the part of a party hereto to any such extension or waiver     
shall be valid only if set forth in an instrument in writing signed on behalf of
such party.                                                                     

  SECTION 8.7 Brokers. The Company represents and warrants that no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee 
or commission in connection with the Merger based upon arrangements made by or  
on behalf of the Company other than the fee payable to Montgomery Securities in 
connection with its providing financial advice to the Company and the Company's 
Board of Directors and delivery of the Company Fairness Opinion. The Parent and 
Mergerco represent and warrant that no broker, finder or investment banker is   
entitled to any brokerage, finder's or other fee or commission in connection    
with the Merger based upon arrangements made by or on behalf of the Parent and  
Mergerco.                                                                       

    SECTION 8.8 Publicity. So long as this Agreement is in effect, neither the
Company nor the Parent nor any of their respective affiliates shall issue or    
cause the publication of any press release or other public statement or         
announcement with respect to this Agreement or the Contemplated Transaction     
without prior consultation with the other party, except as may be required by   
law or by obligations pursuant to any listing agreement with a national         
securities exchange or Nasdaq, provided that the Company and the Parent may     
include this Agreement and the Stockholders Agreement as exhibits to a report on
Form 8-K filed with the SEC, and in each such case shall use all reasonable     
efforts to consult with the other party prior to such release or announcement   
being issued or such filing being made.                                         

SECTION 8.9 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or          
interpretation of this Agreement.                                               

 SECTION 8.10 Non-Assignability. This Agreement shall not be assigned by
operation of law or otherwise, except that at the election of the Parent, any   
direct or indirect wholly owned Subsidiary of                                   

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the Parent may be substituted for Mergerco in the Merger for all purposes of    
this Agreement (including, but not limited to, the representations and          
warranties of Mergerco herein).                                                 

SECTION 8.11 Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership. This Agreement and the Confidentiality Agreement (including the      
exhibits hereto and the documents and the instruments referred to herein and    
therein): (a) constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof, and (b) except as provided in Section 5.7 with respect to
the obligations of the Parent thereunder, are not intended to confer upon any   
Person other than the parties hereto any rights or remedies hereunder.          

SECTION 8.12 Specific Performance. The parties hereto agree that      
irreparable damage would occur in the event any provision of this Agreement was 
not performed in accordance with the terms hereof and that the parties shall be 
entitled to the remedy of specific performance of the terms hereof, in addition 
to any other remedy at law or equity.                                           

  SECTION 8.13 Counterparts. This Agreement may be executed in two or more
counterparts each of which shall be deemed to constitute an original and shall  
become effective when one or more counterparts have been signed by each of the  
parties hereto and delivered to the other parties.                              

SECTION 8.14 Governing Law. This Agreement shall be governed by and   
construed in accordance with the laws of the State of New York applicable to    
contracts made and to be performed wholly within such state except to the extent
the provisions of the DGCL apply.                                               

   SECTION 8.15 Consent to Jurisdiction. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement  
may be brought against any of the parties in the courts of the State of New     
York, County of New York, or, if it has or can acquire jurisdiction, in the     
United States District Court for the Southern District of New York, and each of 
the parties consents to the jurisdiction of such courts (and of the appropriate 
appellate courts) in any such action or proceeding and waives any objection to  
venue laid therein. Process in any action or proceeding referred to in the      
preceding sentence may be served on any party anywhere in the world.            

 SECTION 8.16 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE MERGER OR ANY OTHER CONTEMPLATED             
TRANSACTIONS.                                                                   

     SECTION 8.17 Disclosure Schedule. The Disclosure Schedule is a part of this
Agreement as if fully set forth herein and all references to this Agreement     
shall be deemed to include the Disclosure Schedule.                             

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    IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective duly authorized officers as of the date first above written.   

                                  CABLE CAR BEVERAGE CORPORATION

                                   By:       /s/ SAMUEL M. SIMPSON
                                             ...................................
                           Name: Samuel M. Simpson
                    Title: President

                          TRIARC COMPANIES, INC.

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

                          CCB MERGER CORPORATION

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

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                                       EXHIBIT B TO AGREEMENT AND PLAN OF MERGER

FORM OF AFFILIATE AGREEMENT 

                                                                          , 1997

Triarc Companies, Inc.                                                          
280 Park Avenue                                                                 
New York, NY 10017                                                              

Ladies and Gentlemen:                                                           

   I have been advised that as of the date of this letter I may be deemed to
be an 'affiliate' of Cable Car Beverage Corporation, a Delaware corporation (the
'Company'), as the term 'affiliate' is defined for purposes of paragraphs (c)   
and (d) of Rule 145 of the rules and regulations (the 'Rules and Regulations')  
of the Securities and Exchange Commission (the 'Commission') under the          
Securities Act of 1933, as amended (the 'Act'). Pursuant to the terms of the    
Agreement and Plan of Merger, dated June 24, 1997 (the 'Agreement'), by and     
among the Company, Triarc Companies, Inc., a Delaware corporation (the          
'Parent'), and CCB Merger Corporation, a Delaware corporation and a wholly owned
subsidiary of the Parent ('Mergerco'), the Company will be merged with and into 
Mergerco (the 'Merger').                                                        

   As a result of the Merger, I will receive shares of Class A Common Stock,
par value $.10 per share, of the Parent (the 'Parent Stock') in exchange for    
shares owned by me of Common Stock, $.01 par value per share, of the Company.   

I represent, warrant, and covenant to the Parent that in the event I  
receive any Parent Stock as a result of the Merger:                             

       A. I shall not make any sale, transfer, or other disposition of the
Parent Stock in violation of the Act or the Rules and Regulations.    

        B. I have carefully read this letter and the Agreement and discussed
     the requirements of such documents and other applicable limitations upon my
    ability to sell, transfer, or otherwise dispose of the Parent Stock to the
extent I felt necessary, with my counsel or counsel for the Company.  

      C. I have been advised that the issuance of the Parent Stock to me
  pursuant to the Merger has been registered with the Commission under the
Act on a Registration Statement on Form S-4. However, I have also been
    advised that, since at the time the Merger was submitted for a vote of the
   stockholders of the Company, I may be deemed to have been an affiliate of
 the Company and the distribution by me of the Parent Stock has not been
    registered under the Act, I may not sell, transfer or otherwise dispose of
     the Parent Stock issued to me in the Merger unless (i) such sale, transfer,
 or other disposition has been registered under the Act, (ii) such sale,
transfer, or other disposition is made in conformity with Rule 145    
 promulgated by the Commission under the Act, or (iii) in the opinion of
counsel reasonably acceptable to the Parent, or a 'no action' letter  
  obtained by the undersigned from the staff of the Commission, such sale,
    transfer, or other disposition is otherwise exempt from registration under
the Act.                                                              

          D. I understand that the Parent is under no obligation to register the
 sale, transfer, or other disposition of the Parent Stock by me or on my
     behalf under the Act or to take any other action necessary in order to make
compliance with an exemption from such registration available.        

         E. I also understand that stop transfer instructions will be given to
     the Parent's transfer agent with respect to the Parent Stock and that there
  will be placed on the certificates for the Parent Stock issued to me, or
any substitutions therefor, a legend stating in substance:            

     THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
     TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
    1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED  
        BETWEEN THE REGISTERED HOLDER HEREOF

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 AND                 , A COPY OF WHICH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICES OF TRIARC COMPANIES, INC.                     

          F. I also understand that unless the transfer by me of my Parent Stock
    has been registered under the Act or is a sale made in conformity with the
    provisions of Rule 145, the Parent reserves the right to put the following
legend on the certificates issued to my transferee:                   

             THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
    UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO
   RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
       UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN ACQUIRED
       BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
     DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933
AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN 
      ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933.                                         

    It is understood and agreed that the legends set forth in paragraphs E and
F above shall be removed by delivery of substitute certificates without such    
legend if such legend is not required for purposes of the Act or the Agreement, 
including sales under Rule 145(d). It is also understood and agreed that such   
legends and the stop orders referred to above will be removed if (i) one (1)    
year shall have elapsed from the date the undersigned became the beneficial     
owner of the Parent Stock received in the Merger and the provisions of Rule     
145(d)(2) are then available to the undersigned, (ii) two (2) years shall have  
elapsed from the date the undersigned became the beneficial owner of the Parent 
Stock received in the Merger and the provisions of Rule 145(d)(3) are then      
applicable to the undersigned, or (iii) Parent has received either an opinion of
counsel, which opinion of counsel shall be reasonably satisfactory to the       
Parent, or a 'no action' letter obtained by the undersigned from the staff of   
the Commission, to the effect that the restrictions imposed by Rule 145 under   
the Act no longer apply to the undersigned.                                     

   Execution of this letter should not be considered an admission on my part
that I am an 'affiliate' of the Company as described in the first paragraph of  
this letter or as a waiver of any rights I may have to object to any claim that 
I am such an affiliate on or after the date of this letter.                     

                     Very truly yours,

                                           .....................................

Accepted this   day of                                                          
, 1997 by                                                         

By:                                                                             
..................................                                      
Name:                                                                           
Title:                                                                          

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AMENDMENT NO. 1 
TO
AGREEMENT AND PLAN OF MERGER

     Amendment No. 1, dated as of September 30, 1997 ('Amendment'), by and among
Cable Car Beverage Corporation, a Delaware corporation (the 'Company'), Triarc  
Companies, Inc., a Delaware corporation (the 'Parent'), and CCB Merger          
Corporation, a Delaware corporation ('Mergerco'), to the Agreement and Plan of  
Merger, dated June 24, 1997 (the 'Agreement'), by and among the Company, the    
Parent and Mergerco.                                                            

  Each of the parties to the Agreement have determined that it would be in
its best interest to amend the terms thereof to the extent set forth in this    
Amendment.                                                                      

   Capitalized terms used in this Amendment and not otherwise defined herein
shall have the meanings ascribed to them in the Agreement.                      

Accordingly, the parties hereto agree as follows:                     

      1. Amendments to the Agreement. The Agreement is hereby amended as
follows:                                                              

             (a) Clause (y) of the second proviso contained in Section 5.1(g) of
       the Agreement is hereby amended and restated in its entirety to read as
follows:                                                        

           '(y) enter into a lease for office space in the greater Denver,
        Colorado area not to exceed 4,500 square feet, at a cost per
              square foot not to exceed $17.50 and for a term not to exceed four
(4) years;'                                         

            (b) Section 6.2 (i) of the Agreement is hereby amended by deleting
    the phrase 'seven and one-half percent (7.5%)' appearing therein and
substituting in lieu thereof the phrase 'six percent (6%).'     

     2. Effective Date. Upon the execution and delivery hereof by each
party hereto, this Amendment shall have effect as and from the date on
which the Agreement was executed and delivered.                       

  3. Confirmation of the Agreement. Except to the extent amended
    specifically by this Amendment, the provisions of the Agreement are hereby
confirmed and shall remain in full force and effect. This Amendment is
   limited as written and shall not be deemed (a) to be a consent under or a
waiver of any other term or condition of the Agreement or any of the  
     documents referred to therein or (b) to prejudice any right or rights which
     any of the parties to the Agreement now has or may have in the future under
 or in connection with the Agreement or any of the documents referred to
therein. Each reference to the 'Agreement' in the Agreement shall be a
reference to the Agreement as amended hereby.                         

       4. Successors and Assigns. This Amendment shall be binding upon and
   inure to the benefit of the parties hereto and their permitted successors
and assigns.                                                          

         5. Representations and Warranties. Each party represents and warrants
     to the others as follows: Such party has full corporate power and authority
to execute and deliver this Amendment. This Amendment has been duly   
executed and delivered by such party and, assuming this Amendment     
 constitutes a valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of such party enforceable  
against such party in accordance with its terms, except that (i) such 
  enforcement may be subject to applicable bankruptcy, insolvency or other
similar laws, now or hereafter in effect, affecting creditors' rights 
   generally, and (ii) the remedy of specific performance and injunctive and
     other forms of equitable relief may be subject to equitable defenses and to
 the discretion of the court before which any proceeding therefor may be
brought.                                                              

        6. Governing Law. This Amendment, including, without limitation, the
 validity hereof and the right and obligations of the parties hereunder,
     shall be governed by and construed in accordance with the laws of the State
    of New York applicable to contracts made and to be performed wholly within
such state except to the extent the provisions of the DGCL apply.     

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  7. Counterparts. This Amendment may be executed in two or more
  counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.                

          IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.                                             

                                  CABLE CAR BEVERAGE CORPORATION

                                   By:       /S/ SAMUEL M. SIMPSON
                                              ..................................
                           Name: Samuel M. Simpson
                    Title: President

                          TRIARC COMPANIES, INC.

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

                          CCB MERGER CORPORATION

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

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                                                                    APPENDIX B-2

STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT, dated June 24, 1997 (this 'Agreement'), by and
among Triarc Companies, Inc., a Delaware corporation (the 'Parent') and each of 
the other parties signatory hereto (each, a 'Stockholder' and, collectively, the
'Stockholders').                                                                

RECITALS

  A. Concurrently herewith, the Parent, CCB Merger Corporation, a Delaware
corporation and wholly owned subsidiary of the Parent ('Mergerco'), and Cable   
Car Beverage Corporation, a Delaware corporation (the 'Company'), are entering  
into an Agreement and Plan of Merger (as amended or modified from time to time, 
the 'Merger Agreement'; capitalized terms used herein without definition shall  
have the respective meanings ascribed to them in the Merger Agreement) pursuant 
to which Mergerco will be merged with and into the Company (the 'Merger').      

  B. As of the date hereof, each of the Stockholders Beneficially Owns (as
defined below) the number of shares of the Common Stock, par value $.01 per     
share, of the Company ('Company Common Stock') set forth opposite such          
Stockholder's name on Schedule I hereto.                                        

    C. As an inducement and a condition to entering into the Merger Agreement,
the Parent has required that the Stockholders agree, and the Stockholders have  
agreed, to enter into this Agreement.                                           

    NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the     
parties hereto hereby agree as follows:                                         

1. Provisions Concerning Company Common Stock. Each Stockholder hereby
agrees that during the period commencing on the date hereof and continuing until
the first to occur of (i) the Effective Time and (ii) the termination of the    
Merger Agreement in accordance with Section 7.1 thereof, at any meeting of the  
holders of Company Common Stock, however called, or in connection with any      
written consent of the holders of Company Common Stock, such Stockholder shall  
vote (or cause to be voted) the Company Common Stock held of record or          
Beneficially Owned by such Stockholder (but excluding the Company Common Stock  
identified as Excluded Shares on Schedule I hereto), whether heretofore owned or
hereafter acquired (collectively, the 'Shares'), (i) in favor of approval of the
Merger Agreement and the transactions contemplated thereby (the 'Contemplated   
Transactions'), including, without limitation, the Merger, and any actions      
required in furtherance thereof; (ii) against any action or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Merger Agreement or  
the Contemplated Transactions; and (iii) except as otherwise agreed to in       
writing in advance by the Parent, against the following actions (other than the 
Merger and the other Contemplated Transactions): (A) any Acquisition Proposal;  
or (B) (1) any change in a majority of the Stockholders who constitute the board
of directors of the Company; (2) any change in the present capitalization of the
Company or any amendment of the Company's certificate of incorporation or       
by-laws; (3) any other material change in the Company's corporate structure or  
business; or (4) any other action which is intended, or could reasonably be     
expected, to prevent, or delay beyond the date specified in Section 7.1(b)(1) of
the Merger Agreement, the Merger or the Contemplated Transactions. Such         
Stockholder shall not enter into any agreement or understanding with any Person 
the effect of which would be inconsistent or violative of the provisions and    
agreements contained in Section 1 or 3 hereof.                                  

For purposes of this Agreement, 'Beneficially Own' or 'Beneficial     
Ownership' with respect to any securities shall mean having 'beneficial         
ownership' of such securities (as determined pursuant to Rule 13d-3 under the   
Securities Exchange Act of 1934, as amended (the 'Exchange Act')), including    
pursuant to any agreement, arrangement or understanding, whether or not in      
writing. Without duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securities Beneficially 
Owned by all other Persons with whom such Person would constitute a 'group' as  
within the meanings of Section 13(d)(3) of the Exchange Act. For the purposes of
this Agreement, 'Person' means any individual, corporation (including any       
non-profit corporation),                                                        

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general or limited partnership, limited liability company, joint venture,       
estate, trust, association, organization or other entity or Governmental        
Authority.                                                                      

 2. Irrevocable Proxy. In the event the Stockholder shall fail to comply
with the provisions of Section 1, the Stockholder hereby agrees that such       
failure shall result, without any further action by the Stockholder, in the     
irrevocable appointment of the Parent and each of its officers, as its attorney 
and proxy pursuant to the provisions of Section 212 of the General Corporation  
Law of the State of Delaware, with full power of substitution, to vote and      
otherwise act (by written consent or otherwise) with respect to the Shares which
the Stockholder is entitled to vote at any meeting of the holders of Company    
Common Stock (whether annual or special and whether or not an adjourned or      
postponed meeting) or consent in lieu of any such meeting or otherwise, on the  
matters and in the manner specified in Section 1 (the 'Proxy'). This Proxy and  
power of attorney is irrevocable and coupled with an interest. The Stockholder  
hereby revokes all other proxies and powers of attorney with respect to such    
Shares that it may have heretofore appointed or granted, and no subsequent proxy
or power of attorney shall be given or written consent executed (and if given or
executed, shall not be effective) by the Stockholder with respect thereto. All  
obligations of the Stockholder under this Agreement shall be binding upon the   
heirs, personal representatives, successors and/or assigns of the Stockholder.  

3. Grant of Option. Each Stockholder severally grants to the Parent an
exclusive and irrevocable option (an 'Option') to purchase such Stockholder's   
Shares in whole but not in part, subject to the provisions of Section 4 hereof, 
at the Option Price (as defined below) at any time after the Company shall have 
(a) delivered to the Parent a Transaction Notice or (b) shall have furnished    
confidential information to any Person or entered into negotiations with any    
Person with respect to an Acquisition Proposal; provided, that if the Merger    
Agreement is terminated pursuant to Section 7.1(c)(iii), 7.1(d)(i) or           
7.1(d)(iii) of the Merger Agreement and this Agreement does not terminate in    
accordance with Section 5 hereof, then the Options granted hereunder shall      
expire at 5:00 p.m. (New York City time) on the tenth (10th) Business Day       
following such termination of the Merger Agreement unless the Parent shall have 
delivered a written notice to each Stockholder of its exercise of the Options in
accordance with Section 4 hereof. For purposes of this Agreement, the 'Option   
Price' with respect to each share of Company Common Stock to be purchased by the
exercise of any Option shall be an amount in cash equal to the product obtained 
by multiplying (a) 0.1722 (the 'Option Conversion Price') times (b) the Option  
Average Parent Share Price (as defined below); provided, that (i) if the Option 
Average Parent Share Price shall be less than $18.875, then the Option          
Conversion Price shall be adjusted so that it shall equal the quotient obtained 
by dividing (A) $3.25 by (B) the Option Average Parent Share Price, and (ii) if 
the Option Average Parent Share Price shall be greater than $24.50, then the    
Option Conversion Price shall be adjusted so that it shall equal the quotient   
obtained by dividing (x) $4.22 by (y) the Option Average Share Price. For the   
purposes of this Section 3, 'Option Average Share Price' means the average      
(without rounding) of the closing prices per share of Parent Class A Common     
Stock on the NYSE on the NYSE Composite Tape for the fifteen (15) consecutive   
trading days ending on the NYSE trading day immediately preceding the date of   
the closing of the exercise of the Option.                                      

4. Exercise of Option. The Parent shall exercise each and every Option
granted hereunder simultaneously. In the event the Parent wishes to exercise the
Options, the Parent shall send a written notice to each Stockholder specifying  
the place (which shall be either Denver, Colorado or New York, New York), time  
and date (which, to the extent practicable in the reasonable judgment of the    
Parent, shall be no earlier than forty-eight (48) hours after the delivery of   
such notice) for the closing of such purchase. At the closing for the exercise  
of the Options:                                                                 

        (a) the Parent shall deliver to each Stockholder a certified or bank
check or checks payable to or upon the order of such Stockholder in an
  amount equal to the aggregate Option Price of the Shares being purchased
from such Stockholder; and                                            

    (b) each Stockholder shall deliver to the Parent a duly executed
certificate or certificates representing the number of Shares being   
     purchased duly endorsed in blank or accompanied by appropriate stock powers
duly endorsed in blank.                                               

  5. Termination. This Agreement, including the Options granted hereunder,
shall terminate on the earlier to occur of (a) the Effective Time; (b) the      
termination of the Merger Agreement pursuant to the following provisions of the 
Merger Agreement: Section 7.1(a), 7.1(b), 7.1(c)(i) or 7.1(d)(iv), or Section   

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7.1(c)(iii), 7.1(d)(i) or 7.1(d)(iii), provided that in the case of a           
termination of the Merger Agreement pursuant to Section 7.1(c)(iii), 7.1(d)(i)  
or 7.1(d)(iii) of the Merger Agreement, this Agreement shall terminate only if  
the Company or its stockholders shall not have received an Acquisition Proposal,
and the Board of Directors of the Company shall not have withdrawn, or modified 
or changed in a manner adverse to the Parent or Mergerco, its approval or       
recommendation of the Merger Agreement or the Merger; and (c) the date that is  
31 days after the date set forth in Section 7.1(b)(i) of the Merger Agreement,  
as such date as set forth in Section 7.1(b)(i) of the Merger Agreement may be   
extended, modified or waived from time to time in accordance with the provisions
of the Merger Agreement.                                                        

   6. Representations and Warranties. Each Stockholder hereby represents and
warrants to the Parent and Mergerco as follows:                                 

         (a) Ownership of Company Common Stock. Such Stockholder is, as of the
 date hereof, the record and Beneficial Owner of the number of shares of
     Company Common Stock set forth opposite such Stockholder's name on Schedule
   I hereto. On the date hereof, the Company Common Stock set forth opposite
     such Stockholder's name on Schedule I hereto constitutes all of the Company
 Common Stock owned of record or Beneficially Owned by such Stockholder.
   Such Stockholder has good and valid title, and sole voting power and sole
power to issue instructions with respect to the matters set forth in  
     Section 1 hereof, sole power of disposition, sole power of conversion, sole
power to demand appraisal rights and sole power to agree to all of the
matters set forth in this Agreement (including, without limitation, to
 execute and deliver the Proxy), in each case with respect to all of the
     Company Common Stock set forth opposite such Stockholder's name on Schedule
     I hereto, with no limitations, qualifications, encumbrances or restrictions
  on such rights (other than those created under this Agreement) except as
set forth on Schedule I hereto.                                       

          (b) Power, Binding Agreement. Such Stockholder has the legal capacity,
 power and authority to enter into and perform all of such Stockholder's
   obligations under this Agreement. The execution, delivery and performance
    of this Agreement by such Stockholder will not violate any other agreement
to which such Stockholder is a party. This Agreement has been duly and
    validly executed and delivered by such Stockholder and constitutes a valid
and binding agreement of such Stockholder, enforceable against such   
    Stockholder in accordance with its terms, except that (i) such enforcement
    may be subject to applicable bankruptcy, insolvency or other similar laws,
     now or hereafter in effect, affecting creditors' rights generally, and (ii)
the remedy of specific performance and injunctive and other forms of  
     equitable relief may be subject to equitable defenses and to the discretion
    of the court before which any proceeding therefor may be brought. There is
     no beneficiary or holder of a voting trust certificate or other interest of
   any trust of which such Stockholder is trustee who is not a party to this
   Agreement and whose consent is required for the execution and delivery of
    this Agreement or the consummation by such Stockholder of the transactions
contemplated hereby. The Stockholder has not entered into any voting  
agreement or trust or other stockholder agreement with respect to any 
Company Common Stock Beneficially Owned or held of record by such     
   Stockholder or granted to any Person any proxy (revocable or irrevocable)
   or power-of-attorney with respect to such Company Common Stock other than
     the Proxy expressly contemplated hereby. If such Stockholder is married and
 such Stockholder's Company Common Stock constitutes community property,
 this Agreement has been duly authorized, executed and delivered by, and
  constitutes a valid and binding agreement of, such Stockholder's spouse.

         (c) No Conflicts. (i) Other than the filing of Forms 13-D pursuant to
  the Securities Exchange Act of 1934, as amended, and such other filings,
  consents, authorizations and approvals as are contemplated by the Merger
Agreement, no filing with, and no permit, authorization, consent or   
   approval of, any Governmental Authority is necessary for the execution of
     this Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby.                              

     (ii) None of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions 
contemplated hereby or compliance by such Stockholder with any of the 
provisions hereof shall (A) result in a violation or breach of, or    
    constitute (with or without notice or lapse of time or both) a default (or
   give rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms,                 

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    conditions or provisions of its governing documents (as applicable) or any
note, bond, mortgage, indenture, license, contract, commitment,       
    arrangement, understanding, agreement or other instrument or obligation of
    any kind to which such Stockholder is a party or by which such Stockholder
or any of such Stockholder's properties or assets may be bound, or (B)
     violate any order, writ, injunction, decree, judgment, order, statute, rule
   or regulation applicable to such Stockholder or any of such Stockholder's
properties or assets.                                                 

   (d) As of the date hereof, there is (i) no suit, claim, action,
  proceeding, review or investigation pending, or to the knowledge of such
Stockholder, threatened against the Stockholder, and (ii) no judgment,
  decree, order, writ or injunction of any Governmental Authority to which
 the Stockholder or his or her assets are subject, that could materially
 impair the ability of the Stockholder to perform his or her obligations
hereunder or to consummate the transactions contemplated hereby.      

         (e) No Finder's Fees. No broker, investment banker, financial advisor
or other Stockholder is entitled to any broker's, finder's, financial 
    advisor's or other similar fee or commission in connection with the Merger
   or the other Contemplated Transactions based upon arrangements made by or
  on behalf of such Stockholder or any of his or her affiliates or, to the
    knowledge of such Stockholder, the Company or any of its affiliates, other
than the fee payable to Montgomery Securities in connection with its  
providing financial advice to the Company and the Company's Board of  
Directors and delivery of the Company Fairness Opinion.               

(f) Reliance by the Parent. Such Stockholder understands and
acknowledges that the Parent is entering into the Merger Agreement in 
    reliance upon such Stockholder's execution and delivery of this Agreement.

7. Covenants.                                                         

     (a) Other Potential Acquirors. Such Stockholder (i) shall immediately cease
any existing discussions or negotiations, if any, with any parties conducted    
heretofore with respect to any potential Acquisition Proposal, in his or her    
capacity as such, and (ii) from and after the date hereof shall not, in such    
capacity, directly or indirectly, initiate, solicit or encourage (including by  
way of furnishing non-public information or assistance), engage in any          
discussions or negotiations with respect to, or take any other action to        
facilitate, any inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, an Acquisition Proposal, or agree to or      
endorse any Acquisition Proposal, or authorize or permit any of such            
Stockholder's agents to do so, and such Stockholder shall promptly notify the   
Parent of any offers, proposals, inquiries or Acquisition Proposals and shall   
provide a copy of any such written proposal and a summary of any oral proposal  
to the Parent immediately after receipt thereof (and shall specify the material 
terms and conditions of such proposal and identify the Person making such       
proposal) and thereafter keep the Parent promptly advised of any developments   
with respect thereto.                                                           

     (b) Restriction on Transfer, Proxies and Non-Interference. Such Stockholder
shall not, directly or indirectly, except as contemplated by the Merger         
Agreement and this Agreement: (i) offer for sale, sell, transfer, tender,       
pledge, encumber, assign or otherwise dispose of, or enter into any contract,   
option or other arrangement or understanding with respect to or consent to the  
offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of such Stockholder's Shares or any interest therein;
(ii) grant any proxies or powers of attorney, deposit any Shares into a voting  
trust or enter into a voting agreement with respect to any Shares; or (iii) take
any action that would make any representation or warrant of such Stockholder    
contained herein untrue or incorrect or have the effect of preventing or        
disabling such Stockholder from performing such Stockholder's obligations under 
this Agreement.                                                                 

8. Further Assurances. From time to time, at the Parent's request and 
without further consideration, each Stockholder shall execute and deliver such  
additional documents and take all such further lawful action as may be          
reasonably necessary or desirable to consummate and make effective, in the most 
expeditious manner practicable, the transactions contemplated by this Agreement.

9. Stop Transfer. Each Stockholder agrees with, and covenants to, the 
Parent that such Stockholder shall not request that the Company register the    
transfer (book-entry or otherwise) of any certificate or                        

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uncertificated interest representing any of such Stockholder's Shares, unless   
such transfer is made in compliance with this Agreement. In the event of a stock
dividend or distribution, or any change in the Company Common Stock by reason of
any stock dividend, split-up, recapitalization, combination, exchange of Company
Common Stock or the like, the term 'Company Common Stock' shall be deemed to    
refer to and include the Company Common Stock as well as all such stock         
dividends and distributions and any Company Common Stock into which or for which
any or all of the Company Common Stock may be changed or exchanged.             

10. Disclosure. Each Stockholder hereby agrees to permit the Parent to
publish and disclose in the S-4 and the Proxy Statement (including all documents
and schedules filed with the SEC), and any press release or other disclosure    
document which the Parent, in its sole discretion, determines to be necessary or
desirable in connection with the Merger and any transactions related thereto,   
such Person's identity and ownership of Company Common Stock and the nature of  
his or her commitments, arrangements and understandings under this Agreement.   

11. Miscellaneous.                                                    

     (a) Entire Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all other  
prior agreements and understandings, both written and oral, between the parties 
with respect to the subject matter hereof.                                      

 (b) Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Shares and shall be    
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including, without 
limitation, such Stockholder's heirs, guardians, administrators or successors.  
Notwithstanding any transfer of his or her Shares, the transferor shall remain  
liable for the performance of all obligations under this Agreement of the       
transferor.                                                                     

    (c) Assignment. This Agreement shall not be assigned by the Company or any
Stockholder by operation of law or otherwise without the prior written consent  
of the other party. The Parent may assign, in its sole discretion, its rights   
and obligations hereunder to any direct or indirect wholly owned subsidiary of  
the Parent.                                                                     

   (d) Amendments, Waivers, Etc. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or, except as expressly provided     
herein, terminated, with respect to any Stockholder, except upon the execution  
and delivery of a written agreement executed by such Stockholder and the Parent;
provided that Schedule I hereto may be supplemented by the Parent by adding the 
name and other relevant information concerning any Stockholder of the Company   
who agrees to be bound by the terms of this Agreement without the agreement of  
any other party hereto, and thereafter such added Stockholder shall be treated  
as a 'Stockholder' for all purposes of this Agreement.                          

 (e) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by messenger,  
transmitted by telecopier, telex or telegram or mailed by registered or         
certified mail, postage prepaid, as follows:                                    

If to any Stockholder:   At the addresses set forth on Schedule I hereto        
with a copy to:  Krys Boyle Freedman Scott & Sawyer, P.C.       
Dominion Plaza                
600 Seventeenth Street        
Suite 2700, South Tower       
Denver, Colorado 80202        
Attention: Thomas Boyle, Esq. 
Telecopy: (303) 893-2882      
If to the Parent:        Triarc Companies, Inc.                                 
280 Park Avenue               
New York, New York 10017      
  Attention: Brian L. Schorr, Esq.
Telecopy: (212) 451-3216      

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with a copy to:  Paul, Weiss, Rifkind, Wharton & Garrison       
1285 Avenue of the Americas   
New York, New York 10019-6064 
  Attention: Neale M. Albert, Esq.
Telecopy: (212) 373-2315      

    Except as otherwise specified herein, all notices and other communications
shall be considered to have been duly given on the first to occur of (a) the    
date of delivery if delivered personally on a Business Day during normal        
business hours, and if not, on the next occurring Business Day, (b) five (5)    
days following posting if transmitted by mail, (c) the date of transmission with
confirmed answer-back if transmitted by telex on a Business Day during normal   
business hours, and if not, on the next occurring Business Day, or (d) the date 
of receipt if transmitted by telecopier or facsimile on a Business Day during   
normal business hours, and if not, on the next occurring Business Day. Any party
may change his, her or its address for purposes hereof by notice to the other   
party given as provided in this Section 9(e).                                   

(f) Severability. Whenever possible, each provision or portion of any 
provision of this Agreement will be interpreted in such manner as to be         
effective and valid under applicable law but if any provision or portion of any 
provision of this Agreement is held to be invalid, illegal or unenforceable in  
any respect under any applicable law or rule in any jurisdiction, such          
invalidity, illegality or unenforceability will not affect any other provision  
or portion of any provision in such jurisdiction, and this Agreement will be    
reformed, construed and enforced in such jurisdiction as if such invalid,       
illegal or unenforceable provision or portion of any provision had never been   
contained herein.                                                               

(g) Specific Performance. Each of the parties hereto recognizes and   
acknowledges that a breach by it of any covenants or agreements contained in    
this Agreement will cause the other party to sustain damages for which it would 
not have an adequate remedy at law for money damages, and therefore each of the 
parties hereto agrees that in the event of any such breach, the aggrieved party 
shall be entitled to the remedy of specific performance of such covenants and   
agreements and injunctive and other equitable relief in addition to any other   
remedy to which it may be entitled, at law or in equity.                        

 (h) Remedies Cumulative. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity     
shall be cumulative and not alternative, and the exercise of any thereof by any 
party shall not preclude the simultaneous or later exercise of any other such   
right, power or remedy by such party.                                           

     (i) No Waiver. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party hereto with
his, her or its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party  
of his, her or its right to exercise any such or other right, power or remedy or
to demand such compliance.                                                      

    (j) No Third Party Beneficiaries. This Agreement is not intended to be for
the benefit of, and shall not be enforceable by, any person or entity who or    
which is not a party hereto.                                                    

     (k) Descriptive Headings. The descriptive headings used herein are inserted
for convenience of reference only and are not intended to be part of or to      
affect the meaning or interpretation of this Agreement.                         

   (l) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together shall 
constitute one and the same Agreement.                                          

(m) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN  
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE 
PRINCIPLES OF CONFLICTS OF LAW THEREOF, EXCEPT TO THE EXTENT THAT THE GENERAL   
CORPORATION LAW OF THE STATE OF DELAWARE APPLY.                                 

   (N) NO LIMITATION OF FIDUCIARY DUTIES. THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT NONE OF THE PROVISIONS HEREIN SHALL BE DEEMED TO RESTRICT OR LIMIT   
ANY FIDUCIARY DUTY ANY OF THE STOCKHOLDERS MAY HAVE AS A MEMBER OF THE BOARD OF 
DIRECTORS OF THE COMPANY; PROVIDED, THAT                                        

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NO SUCH DUTY SHALL EXCUSE ANY OF THE STOCKHOLDERS FROM HIS OBLIGATIONS AS A     
STOCKHOLDER TO VOTE THE SHARES OF THE COMPANY COMMON STOCK AS HEREIN PROVIDED,  
AND TO OTHERWISE COMPLY WITH EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN WITNESS WHEREOF, the Parent and each Stockholder have caused this  
Agreement to be duly executed as of the day and year first above written.       

                          TRIARC COMPANIES, INC.

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

                 STOCKHOLDERS:

                                             /s/ SAMUEL M. SIMPSON
                                           .....................................
                                         Samuel M. Simpson

                                             /s/ SUSAN L. NEFF
                                           .....................................
                                         Susan L. Neff

                                             /s/ WILLIAM H. RUTTER
                                           .....................................
                                         William H. Rutter

                                            /s/ SUSAN L. FRALICK
                                           .....................................
                                          Susan L. Fralick

ACKNOWLEDGMENT:                                                                 

   The undersigned hereby acknowledges the terms and provisions of Section 9
of this Agreement.                                                              

                                  CABLE CAR BEVERAGE CORPORATION

                                   By:       /s/ SAMUEL M. SIMPSON
                                             ...................................
                               Name: Samuel M. Simpson
                        Title: President

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                                                                      SCHEDULE I

                                                        [Enlarge/Download Table]

                                                                          SHARES OF                          
                                                                           COMPANY      EXCLUDED             
                     STOCKHOLDER NAME AND ADDRESS                        COMMON STOCK    SHARES    SHARES    
-----------------------------------------------------------------------  ------------  ----------  -------   
                                                                                                             
Samuel M. Simpson .....................................................     723,643         0      723,643(1)
3005 Cherry Ridge Road                                                                                       
Cherry Hills Village, CO 80110                                                                               
Susan L. Neff .........................................................     381,234         0      381,234   
3005 Cherry Ridge Road                                                                                       
Cherry Hills Village, CO 80110                                                                               
William H. Rutter .....................................................     666,532    10,000(2)   656,532   
1868 South Highland Drive                                                                                    
Moab, UT 84532                                                                                               
Susan L. Fralick ......................................................       7,200     5,000(3)     2,200   
1868 South Highland Drive                                                                                    
Moab, UT 84532                                                                                               

------------                                                                    
(1) 60,000 of Mr. Simpson's Shares have been pledged to William H. Rutter as    
security.                                                               

(2) Mr. Rutter's Excluded Shares are comprised of 10,000 shares in a trust for  
his benefit, for which Cynthia S. Rutter is trustee.                    

(3) Ms. Fralick's Excluded Shares are comprised of 5,000 shares in an IRA       
account.                                                                

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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT 

AMENDMENT NO. 1, dated as of July 9, 1997 (this 'Amendment'), to      
Stockholders Agreement, dated June 24, 1997 (the 'Stockholders Agreement'), by  
and among Triarc Companies, Inc., a Delaware corporation (the 'Parent'), and    
Samuel M. Simpson, Susan L. Neff, William H. Rutter and Susan L. Fralick        
(collectively, the 'Stockholders').                                             

The Parent and each of the Stockholders desire to amend and restate   
Schedule I to the Stockholders Agreement to correct an inadvertent error therein
and hereby agree as follows:                                                    

  1. Amendment. Schedule I to the Stockholders Agreement is hereby amended
and restated in its entirety in the the form attached hereto as Exhibit A.      

     2. Entire Agreement. This Agreement sets forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof. None  
of the terms or conditions of this Amendment may be changed, modified, waived or
canceled except by a writing signed by all parties hereto.                      

3. Full Force and Effect. Except as hereby specifically amended, the  
Stockholders Agreement is hereby confirmed and ratified in all respects and     
shall remain in full force and effect according to its terms. All references in 
the Stockholders Agreement to the 'Agreement' shall mean the Stockholders       
Agreement as amended hereby.                                                    

4. Counterparts. This Amendment may be executed in any number of      
counterparts, each of which shall be deemed an original and all of which        
together constitute one and the same instrument.                                

    5. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of New York without giving effect to its      
principles of conflicts of law.                                                 

IN WITNESS WHEREOF, the Parent and each Stockholder have caused this  
Amendment No. 1 to be duly executed as of the day and year first above written. 

                          TRIARC COMPANIES, INC.

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

                 STOCKHOLDERS:

                                         /s/ SAMUEL M. SIMPSON
                                           .....................................
                                         Samuel M. Simpson

                                         /s/ SUSAN L. NEFF
                                           .....................................
                                         Susan L. Neff

                                         /s/ WILLIAM H. RUTTER
                                           .....................................
                                         William H. Rutter

                                          /s/ SUSAN L. FRALICK
                                           .....................................
                                          Susan L. Fralick

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EXHIBIT A 

                                                                      SCHEDULE I

                                                        [Enlarge/Download Table]

                                                                          SHARES OF                          
                                                                           COMPANY      EXCLUDED             
                     STOCKHOLDER NAME AND ADDRESS                        COMMON STOCK    SHARES    SHARES    
-----------------------------------------------------------------------  ------------  ----------  -------   
                                                                                                             
Samuel M. Simpson .....................................................     723,643         0      723,643(1)
3005 Cherry Ridge Road                                                                                       
Cherry Hills Village, CO 80110                                                                               
Susan L. Neff .........................................................     381,234         0      381,234   
3005 Cherry Ridge Road                                                                                       
Cherry Hills Village, CO 80110                                                                               
William H. Rutter .....................................................     666,532    10,000(2)   656,532   
1868 South Highland Drive                                                                                    
Moab, UT 84532                                                                                               
Susan L. Fralick ......................................................       7,200     2,200(3)     5,000   
1868 South Highland Drive                                                                                    
Moab, UT 84532                                                                                               

------------                                                                    
(1) 60,000 of Mr. Simpson's Shares have been pledged to William H. Rutter as    
security.                                                               

(2) Mr. Rutter's Excluded Shares are comprised of 10,000 shares in a trust for  
his benefit, for which Cynthia S. Rutter is trustee.                    

(3) Ms. Fralick's Excluded Shares are comprised of 2,200 shares in an IRA       
account.                                                                

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                                                                      APPENDIX C

[LETTERHEAD OF MONTGOMERY SECURITIES] 

                                                                   June 24, 1997

Board of Directors                                                              
Cable Car Beverage Corporation                                                  
717 17th Street, Suite 1475                                                     
Denver, Colorado 80202                                                          

Gentlemen:                                                                      

   We understand that Cable Car Beverage Corporation, a Delaware corporation
('Seller'), and Triarc Companies, Inc., a Delaware corporation ('Buyer'), have  
entered into a Merger Agreement dated June 24, 1997 (the 'Merger Agreement'),   
pursuant to which Seller will be merged with and into Buyer, which will be the  
surviving entity (the 'Merger'). Pursuant to the Merger, as more fully described
in the Merger Agreement and as further described to us by management of Seller, 
we understand that each outstanding share of the common stock, $.01 par value   
per share ('Seller Common Stock'), of Seller will be converted into and         
exchangeable for 0.1722 shares of the Class A common stock, $.10 par value per  
share ('Buyer Common Stock'), of Buyer, subject to certain adjustments (the     
'Consideration'). The terms and conditions of the Merger are set forth in more  
detail in the Merger Agreement.                                                 

You have asked for our opinion as investment bankers as to whether the
Consideration to be received by the stockholders of Seller pursuant to the      
Merger is fair to such stockholders from a financial point of view, as of the   
date hereof. In connection with this assignment, on June 19, 1997 we presented  
to the Board of Directors of Seller a summary of our financial analysis and our 
oral opinion as to the matters set forth in this letter. As you are aware, we   
were not retained to nor did we advise Seller with respect to alternatives to   
the Merger or Seller's underlying decision to proceed with or effect the Merger.
Further, we were not requested to nor did we solicit or assist Seller in        
soliciting indications of interest from third parties for all or any part of    
Seller.                                                                         

   In connection with our opinion, we have, among other things: (i) reviewed
certain publicly available financial and other data with respect to Seller and  
Buyer, including the consolidated financial statements for recent years and     
interim periods to March 31, 1997 and certain other relevant financial and      
operating data relating to Seller and Buyer made available to us from published 
sources and from the internal records of Seller and Buyer, (ii) reviewed the    
financial terms and conditions of the Merger Agreement; (iii) reviewed certain  
publicly available information concerning the trading of, and the trading market
for, Seller Common Stock and Buyer Common Stock; (iv) compared Seller and Buyer 
from a financial point of view with certain other companies in the beverage     
industry which we deemed to be relevant; (v) considered the financial terms, to 
the extent publicly available, of selected recent business combinations of      
companies in the beverage industry which we deemed to be comparable, in whole or
in part, to the Merger; (vi) reviewed and discussed with representatives of the 
management of Seller and Buyer certain information of a business and financial  
nature regarding Seller and Buyer, furnished to us by them, including financial 
forecasts and related assumptions of Seller and Buyer; (vii) made inquiries     
regarding and discussed the Merger and the Merger Agreement and other matters   
related thereto with Seller's counsel; and (viii) performed such other analyses 
and examinations as we have deemed appropriate.                                 

In connection with our review, we have not assumed any obligation     
independently to verify the foregoing information and have relied on its being  
accurate and complete in all material respects. With respect to the financial   
forecasts for Seller and Buyer provided to us by their respective managements,  
upon their advice and with your consent we have assumed for purposes of our     
opinion that the forecasts (including the assumptions regarding the recent      
acquisition of Snapple Beverage Corp. by Buyer) have been reasonably prepared on
bases reflecting the best available estimates and judgments of their respective 
managements at the time through the date hereof as to the future financial      
performance of Seller and Buyer and that they provide a reasonable basis upon   
which we can form our opinion. We                                               

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have also assumed that there have been no material changes in Seller's or       
Buyer's assets, financial condition, results of operations, business or         
prospects since the respective dates of their last financial statements made    
available to us. We have relied on advice of the counsel and the independent    
accountants to Seller as to all legal and financial reporting matters with      
respect to Seller, the Merger and the Merger Agreement. We have assumed that the
Merger will be consummated in a manner that complies in all respects with the   
applicable provisions of the Securities Act of 1933, as amended (the 'Securities
Act'), the Securities Exchange Act of 1934 and all other applicable federal and 
state statutes, rules and regulations. In addition, we have not assumed         
responsibility for making an independent evaluation, appraisal or physical      
inspection of any of the assets or liabilities (contingent or otherwise) of     
Seller or Buyer, nor have we been furnished with any such appraisals. Finally,  
our opinion is based on economic, monetary and market and other conditions as in
effect on, and the information made available to us as of, the date hereof.     
Accordingly, although subsequent developments may affect this opinion, we have  
not assumed any obligation to update, revise or reaffirm this opinion.          

We have further assumed with your consent that the Merger will be     
consummated in accordance with the terms described in the Merger Agreement,     
without any further amendments thereto, and without waiver by Seller of any of  
the conditions to its obligations thereunder.                                   

Based upon the foregoing and in reliance thereon, it is our opinion as
investment bankers that the Consideration to be received by the stockholders of 
Seller pursuant to the Merger is fair to such stockholders from a financial     
point of view, as of the date hereof.                                           

   We are not expressing (and cannot express) an opinion regarding the price
at which the Buyer Common Stock may trade at any future time. The Consideration 
to be received by the stockholders of Seller pursuant to the Merger is based    
upon a fixed exchange ratio (subject to a collar) and, accordingly, the market  
value of the Consideration may vary significantly from what such stockholder    
would receive if the Merger were completed today. Additionally, the market value
of the Consideration received in the Merger can be expected to change after     
consummation of the Merger as the trading price of Buyer's Securities changes in
the ordinary course (or otherwise) of purchases and sales in the open market.   

This opinion is directed to the Board of Directors of Seller in its   
consideration of the Merger and is not a recommendation to any stockholder as to
how such stockholder should vote with respect to the Merger. Further, this      
opinion addresses only the financial fairness of the Consideration to the       
stockholders and does not address any other aspect of the Merger including,     
without limitation, the relative merits of the Merger, any alternatives to the  
Merger or Seller's underlying decision to proceed with or effect the Merger.    
This opinion may not be used or referred to by Seller, or quoted or disclosed to
any person in any manner, without our prior written consent, which consent is   
hereby given to the inclusion of this opinion in any proxy statement or         
prospectus filed with the Securities and Exchange Commission in connection with 
the Merger. In furnishing this opinion, we do not admit that we are experts     
within the meaning of the term 'experts' as used in the Securities Act and the  
rules and regulations promulgated thereunder, nor do we admit that this opinion 
constitutes a report or valuation within the meaning of Section 11 of the       
Securities Act.                                                                 

                     Very truly yours,

                         MONTGOMERY SECURITIES

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                                                                      APPENDIX D

APPRAISAL RIGHTS

PROVISIONS OF THE 
DELAWARE GENERAL CORPORATION LAW

Section 262. Appraisal Rights.                                                  

(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this  
section with respect to such shares, who continuously holds such shares through 
the effective date of the merger or consolidation, who has otherwise complied   
with subsection (d) of this section and who has neither voted in favor of the   
merger or consolidation nor consented thereto in writing pursuant to sec. 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the    
fair value of his shares of stock under the circumstances described in          
subsections (b) and (c) of this section. As used in this section, the word      
'stockholder' means a holder of record of stock in a stock corporation and also 
a member of record of a nonstock corporation; the words 'stock' and 'share' mean
and include what is ordinarily meant by those words and also membership or      
membership interest of a member of a nonstock corporation; and the words        
'depository receipt' mean a receipt or other instrument issued by a depository  
representing an interest in one or more shares, or fractions thereof, solely of 
stock of a corporation, which stock is deposited with the depository.           

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to sec. 251 (other than a merger effected pursuant to         
subsection (g) of sec. 251), 252, 254, 257, 258, 263 or 264 of this title:      

      (1) Provided, however, that no appraisal rights under this section
  shall be available for the shares of any class or series of stock, which
   stock, or depository receipt in respect thereof, at the record date fixed
    to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or    
    consolidation, were either (i) listed on a national securities exchange or
     designated as a national market system security on an interdealer quotation
     system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no    
appraisal rights shall be available for any shares of stock of the    
  constituent corporation surviving a merger if the merger did not require
    for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of sec. 251 of this title.              

          (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
     under this section shall be available for the shares of any class or series
   of stock of a constituent corporation if the holders thereof are required
  by the terms of an agreement of merger or consolidation pursuant to sec.
     251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
anything except:                                                      

           a. Shares of stock of the corporation surviving or resulting from
        such merger or consolidation, or depository receipts in respect thereof;

             b. Shares of stock of any other corporation, or depository receipts
    in respect thereof, which shares of stock (or depository receipts in
    respect thereof) or depository receipts at the effective date of the
      merger or consolidation will be either listed on a national securities
 exchange or designated as a national market system security on an
      interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;     

       c. Cash in lieu of fractional shares or fractional depository
   receipts described in the foregoing subparagraphs a. and b. of this
paragraph;                                                      

            d. Any combination of the shares of stock, depository receipts and
   cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this  
paragraph.                                                      

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          (3) In the event all of the stock of a subsidiary Delaware corporation
     party to a merger effected under sec. 253 of this title is not owned by the
    parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.   

  (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d) Appraisal rights shall be perfected as follows:                   

        (1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a  
  meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
 record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsection (b) or (c) hereof that    
appraisal rights are available for any or all of the shares of the    
   constituent corporations, and shall include in such notice a copy of this
  section. Each stockholder electing to demand the appraisal of his shares
shall deliver to the corporation, before the taking of the vote on the
     merger or consolidation, a written demand for appraisal of his shares. Such
   demand will be sufficient if it reasonably informs the corporation of the
 identity of the stockholder and that the stockholder intends thereby to
   demand the appraisal of his shares. A proxy or vote against the merger or
     consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein    
provided. Within 10 days after the effective date of such merger or   
 consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become 
effective; or                                                         

        (2) If the merger or consolidation was approved pursuant to 'SS' 228
    or 'SS' 253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days      
thereafter, shall notify each of the holders of any class or series of
    stock of such constituent corporation who are entitled to appraisal rights
  of the approval of the merger or consolidation and that appraisal rights
 are available for any or all shares of such class or series of stock of
  such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the   
   effective date of the merger or consolidation, such notice shall be given
    by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to  
    appraisal rights. Such notice may, and, if given on or after the effective
   date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder 
entitled to appraisal rights may, within twenty days after the date of
   mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
    sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the    
appraisal of such holder's shares. If such notice did not notify      
   stockholders of the effective date of the merger or consolidation, either
     (i) each such constituent corporation shall send a second notice before the
     effective date of the merger or consolidation notifying each of the holders
  of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or   
 consolidation or (ii) the surviving or resulting corporation shall send
  such a second notice to all such holders on or within 10 days after such
    effective date; provided, however, that if such second notice is sent more
    than 20 days following the sending of the first notice, such second notice
   need only be sent to each stockholder who is entitled to appraisal rights
   and who has demanded appraisal of such holder's shares in accordance with
     this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either 
   notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of     
determining the stockholders entitled to receive either notice, each  

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  constituent corporation may fix, in advance, a record date that shall be
     not more than 10 days prior to the date the notice is given; provided that,
if the notice is given on or after the effective date of the merger or
   consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
  record date shall be the close of business on the day next preceding the
day on which the notice is given.                                     

(e) Within 120 days after the effective date of the merger or         
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to   
appraisal rights, may file a petition in the Court of Chancery demanding a      
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw his demand for appraisal and to accept the terms offered upon the      
merger or consolidation. Within 120 days after the effective date of the merger 
or consolidation, any stockholder who has complied with the requirements of     
subsections (a) and (d) hereof, upon written request, shall be entitled to      
receive from the corporation surviving the merger or resulting from the         
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for   
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after  
his written request for such a statement is received by the surviving or        
resulting corporation or within 10 days after expiration of the period for      
delivery of demands for appraisal under subsection (d) hereof, whichever is     
later.                                                                          

 (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing, in a newspaper of general           
circulation published in the City of Wilmington, Delaware, or such publication  
as the Court deems advisable. The forms of the notices by mail and by           
publication shall be approved by the Court, and the costs thereof shall be borne
by the surviving or resulting corporation.                                      

(g) At the hearing on such petition, the Court shall determine the    
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or        
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on the list filed by the surviving or resulting  
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may     
participate fully in all proceedings until it is finally determined that he is  
not entitled to appraisal rights under this section.                            

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 (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertified stock forthwith, and the case of holders of shares       
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

  (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

  (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d) 
of this section shall be entitled to vote such stock for any purpose or to      
receive payment of dividends or other distributions on the stock (except        
dividends or other distributions payable to stockholders of record at a date    
which is prior to the effective date of the merger or consolidation); provided, 
however, that if no petition for an appraisal shall be filed within the time    
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60 
days after the effective date of the merger or consolidation as provided in     
subsection (e) of this section or thereafter with the written approval of the   
corporation, then the right of such stockholder to an appraisal shall cease.    
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery 
shall be dismissed as to any stockholder without the approval of the Court, and 
such approval may be conditioned upon such terms as the Court deems just.       

(1) The shares of the surviving or resulting corporation to which the 
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation.                      

D-4 

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.          INDEMNIFICATION OF DIRECTORS AND OFFICERS                     

The Triarc Charter provides indemnification to the extent not 
prohibited by Delaware law (including as such law may be amended in the future  
to be more favorable to directors and officers). Section 145 of the DGCL        
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made and party to any threatened, pending or completed civil,  
criminal, administrative or investigative action, suit or proceeding (other than
an action by or in the right of the corporation, such as a derivative action) by
reason of the fact that he or she is or was a director, officer, employee or    
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of an Other Entity. The Triarc Charter
provides that its officers and directors, and any person serving in any capacity
at the request of Triarc for an Other Entity shall be entitled to such          
indemnification; however, the Triarc Board may specifically grant such          
indemnification to other persons in respect of service to Triarc or an Other    
Entity. The Triarc Charter specifies that any director or officer of Triarc     
serving in any capacity with a majority owned subsidiary or any employee benefit
plan of Triarc or of any majority owned subsidiary shall be deemed to be doing  
so at the request of Triarc.                                                    

Under Section 145 of the DGCL, depending on the nature of the 
proceeding, a corporation may indemnify against expenses (including attorneys'  
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred in connection with such action, suit or proceeding if the person so    
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect 
to any criminal action or proceeding, had no reasonable cause to believe that   
his or her conduct was unlawful. In the case of a derivative action, no         
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the Delaware Court or the court in which such action or 
suit was brought shall determine upon application that, despite the adjudication
of liability, such person is fairly and reasonable entitled to indemnity for    
such expenses as such court shall deem proper.                                  

    Section 145 further provides that to the extent that a director or
officer of a corporation is successful in the defense of any action, suit or    
proceeding referred to above or in the defense of any claim, issue or matter    
therein, he or she shall be indemnified against expenses (including attorneys'  
fees) actually and reasonably incurred in connection therewith. However, if such
director or officer is not successful in the defense of any such action, suit or
proceeding, or in the defense of any claim, issue or matter therein, he or she  
shall only be indemnified by the corporation as authorized in the specific case 
upon a determination that indemnification is proper because he or she met the   
applicable standard set forth above as determined by a majority of the          
disinterested directors, by independent legal counsel or by the stockholders.   

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       The Triarc Charter provides that expenses are to be advanced prior to
the final disposition of a proceeding upon the receipt by Triarc of an          
undertaking, as required by the DGCL, that the director or officer or other     
indemnified person will repay such advances if he or she is ultimately found not
to be entitled to indemnification under the DGCL.                               

       The Triarc Charter permits a person entitled to indemnity to bring an
action in court to obtain such indemnity and provides that, in any such action, 
the court will not be bound by a decision of the Triarc Board, independent      
counsel or stockholders that such person is not entitled to indemnification.    
Such person is also indemnified for any expenses incurred in connection with    
successfully establishing his or her right to indemnification in any such       
proceeding. The Triarc Charter expressly provides that the right to             
indemnification thereunder is a contract right and, therefore, cannot be        
retroactively eliminated by a later stockholder vote, and is not an exclusive   
right and, therefore, Triarc may provide other indemnification, if appropriate. 

       Triarc also enters into indemnification agreements with its directors
and officers indemnifying them against liability they may incur in their        
capacity as such. The indemnification agreements do not provide indemnification 
to the extent that the indemnitee is indemnified by Triarc under the Triarc     
Charter, the Triarc Bylaws, its directors' and officers' liability insurance, or
otherwise. Additionally, the indemnification agreements do not provide          
indemnification (i) for the return by the indemnitee of any illegal remuneration
paid to him or her; (ii) for any profits payable by the indemnitee to Triarc    
pursuant to Section 16(b) of the Exchange Act; (iii) for any liability resulting
from the indemnitee's fraudulent, dishonest or willful misconduct; (iv) for any 
amount the payment of which is not permitted by applicable law; (v) for any     
liability resulting from conduct producing unlawful personal benefit; or (vi) if
a final court adjudication determines such indemnification is not lawful.       

         Determinations as to whether an indemnitee is entitled to be paid under
the indemnification agreements may be made by the majority vote of a quorum of  
disinterested directors, independent legal counsel selected by the Triarc Board,
a majority of disinterested Triarc stockholders or by a final adjudication of a 
court of competent jurisdiction. In the event that Triarc undergoes a 'Change of
Control' (as defined in the indemnification agreements) all such determinations 
shall be made by special independent counsel selected by the indemnitee and     
approved by Triarc, which consent may not be unreasonably withheld. In certain  
circumstances, an indemnitee may require Triarc to establish a trust fund to    
assure that funds will be available to pay any amounts which may be due such    
indemnitee under an indemnification agreement.                                  

   As permitted by Section 102(b)(7) of the DGCL, the Triarc Charter
includes a provision which eliminates the personal liability of a director to   
Triarc or its stockholders for monetary damages for breach of fiduciary duty as 
a director, other than liability (i) for the breach of a director's duty of     
loyalty to Triarc and it stockholders, (ii) for acts or omissions not in good   
faith or which involve intentional misconduct or a knowing                      

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violation of law, (iii) under Section 174 of the DGCL (relating to unlawful     
payment of a dividend and unlawful stock purchase and redemption) or (iv) for   
any transaction from which the director derived any improper personal benefit.  

    Finally, the Triarc Charter authorizes Triarc, as permitted by the
DGCL, to purchase directors' and officers' liability insurance. Triarc carries  
directors' and officers' liability insurance covering losses up to $25,000,000. 

ITEM 21.          EXHIBITS                                                      

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

    2.1  --   Agreement and Plan of Merger, dated June 24, 1997, among Cable Car
             Beverage Corporation, Triarc and CCB Merger Corporation (included
              as Appendix B-1 to the Proxy Statement/Prospectus filed as part of
this Registration Statement).                       
2.2  --   Amendment No. 1 to Agreement and Plan of Merger, dated as of  
     September 30, 1997 (included as Appendix B-1 to the Proxy
   Statement/Prospectus filed as part of this Registration
Statement).                                         
3.1  --   Certificate of Incorporation of Triarc, as in effect.*        
    3.3  --   By-laws of Triarc, incorporated herein by reference to Exhibit 3.1
            to Triarc's Current Report on Form 8-K dated March 31, 1997 (SEC
file No. 1-2207).                                   
4.1  --   Note Purchase Agreement dated as of April 23, 1993 among RCAC,
          Triarc, RCRB Funding, Inc. and Merrill Lynch, Pierce, Fenner &
             Smith Incorporated, incorporated herein by reference to Exhibit 4
            to Triarc's Current Report on Form 8-K dated April 23, 1993 (SEC
file No. 1-2207).                                   
  4.2  --   Indenture dated as of August 1, 1993 among RC/Arby's Corporation
              ('RCAC'), Royal Crown, Arby's, Inc. ('Arby's') and The Bank of New
             York, as Trustee, relating to the 9-3/4% Senior Secured Notes Due
2000.*                                              
  4.3  --   Amended and Restated Loan Agreement dated as of October 13, 1995
             by and between FFCA Acquisition Corporation and Arby's Restaurant
              Development Corporation ('ARDC'), incorporated herein by reference
           to Exhibit 10.1 to RCAC's Quarterly Report on Form 10-Q for the
    quarter ended September 30, 1995 (SEC file No. 0-20286).
 4.4  --   Loan Agreement dated as of October 13, 1995 by and between FFCA
            Acquisition Corporation ('FFCAAC') and Arby's Restaurant Holding
              Company ('ARHC'), incorporated herein by reference to Exhibit 10.2
         to RCAC's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 (SEC file No. 0-20286).          
4.5  --   Credit Agreement, dated as of June 26, 1996, 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 10.1 to Current Report
              of National Propane Partners, L.P. (the 'Partnership') on Form 8-K
dated August 13, 1996 (SEC file No. 1-11867).       
    4.6  --   Note Purchase Agreement, dated as of June 26, 1996 ('Note Purchase
     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       

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              Exhibit 10.2 to the Partnership's Current Report on Form 8-K dated
August 13, 1996 (SEC file No. 1-11867).             
4.7  --   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).                              
   4.8  --   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).                              
   4.9  --   Credit Agreement dated as of May 16, 1996 between: C.H. Patrick &
         Co., Inc., the Registrant, each of the lenders party thereto,
            Internationale Nederlanden (U.S.) Capital Corporation, as agent,
            and The First National Bank of Boston, as co-agent, incorporated
            herein by reference to Exhibit 4.3 to Triarc's Current Report on
Form 8-K dated March 31, 1997 (SEC file No. 1-2207).
4.10 --   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).             
  4.11 --   Loan Agreement dated as of September 5, 1996 by and between FFCA
              Mortgage Corporation and ARHC, incorporated herein by reference to
             Exhibit 4.1 to RC/Arby's Corporation's Current Report on Form 8-K
dated November 14, 1996 (SEC file No. 0-20286).     
4.12 --   Supplement to Loan Agreement as of June 26, 1996 among FFCA   
        Acquisition Corporation, ARHC, ARDC and Arby's, incorporated
          herein by reference to Exhibit 4.2 to RCAC's Current Report on
    Form 8-K dated November 14, 1996 (SEC file No. 0-20286).
4.13 --   Agreement Regarding Cross Collateralization and Cross-Default 
        Provisions as of June 26, 1996 by and among FFCA Acquisition
            Corporation, ARDC, ARHC and Arby's, Inc., incorporated herein by
         reference to Exhibit 4.3 to RCAC's Current Report on Form 8-K
dated November 14, 1996 (SEC file No. 0- 020286).   
4.14 --   First Amendment dated as of March 27, 1997, to the Credit     
              Agreement dated as of June 26, 1996, 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 the Partnership's Current Report on Form 8-K dated
March 31, 1997 (SEC file No. 1-11867).              
   4.15 --   Amended and Restated Credit Agreement dated as of August 15, 1997
        among Mistic Brands, Inc., Snapple Beverage Corp. and Triarc
        Beverage Holdings Corp., as the Borrowers, various financial
     institutions as the Lenders, Donaldson, Lufkin & Jenrette
           Securities Corporation, as the arranger for the Lenders, Morgan
              Stanley Senior Funding, as co-arranger and the Documentation Agent
          for the Lenders, DLJ Capital Funding, Inc., as the Syndication
   Agent for the Lenders, and The Bank of New York, as the
        Administrative Agent for the Lenders, incorporated herein by
          reference to Exhibit 10.1 to Triarc's Quarterly Report on Form
      10-Q/A for the quarterly period ended June 29, 1997, dated
September 29, 1997 (SEC file No. 1-2207).           
   4.16 --   Master Agreement dated as of May 5, 1997, among Franchise Finance
            Corporation of America, Franchise Finance, FFCAAC, FFCA Mortgage
         Corporation, Triarc, ARDC, ARHC, Arby's Restaurant Operations
          Company ('AROC'), Arby's, RTM Operating Company ('RTMOC'), RTM
           Development Company, RTM Partners, Inc. ('Holdco'), RTM Holding
              Company, Inc. ('RTM Parent'), RTM Management Company, LLC ('RTMM')
and RTM, Inc. ('RTM').*                             

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5.1 --    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, as to the
        legality of the Parent Class A Common Stock being registered
hereby.*                                            
8.1 --    Tax Opinion of Sherman & Howard, LLC.*                        
    9.1 --    Stockholders Agreement dated June 24, 1997 by and among Triarc and
              each of the parties signatory thereto (included as Appendix B-2 to
             the Proxy Statement/Prospectus filed as part of this Registration
Statement).                                         
   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
             (included in Appendix B-2 to the Proxy Statement/Prospectus filed
as part of this Registration Statement).            
  10.1  --   Employment Agreement dated as of April 24, 1993 between Donald L.
            Pierce and Arby's, incorporated herein by reference to Exhibit 7
            to Triarc's Current Report on Form 8-K dated April 23, 1993 (SEC
file No. 1-2207).                                   
10.2  --   Employment Agreement dated as of April 24, 1993 among John C.  
            Carson, Royal Crown and Triarc, incorporated herein by reference
           to Exhibit 8 to Triarc's Current Report on Form 8-K dated April
23, 1993 (SEC file No. 1-2207).                     
  10.3  --   Employment Agreement dated as of April 24, 1993 between Ronald D.
    Paliughi and National Propane Corporation (the 'Paliughi
       Employment Agreement'), incorporated herein by reference to
            Exhibit 9 to Triarc's Current Report on Form 8-K dated April 23,
1993 (SEC file No. 1-2207).                         
  10.4  --   Triarc's 1993 Equity Participation Plan, as amended and restated,
        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).                                            
10.5  --   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).
10.6  --   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).         
   10.7  --   Consulting Agreement dated as of April 23, 1993 between Triarc and
              Steven Posner, incorporated herein by reference to Exhibit 10.8 to
         Triarc's Annual Report on Form 10-K for the fiscal year ended
April 30, 1993 (SEC file No. 1-2207).               
 10.8  --   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).
10.9  --   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).
10.10 --   Amendment No. 1, dated December 7, 1994 to the Paliughi        
             Employment Agreement, incorporated herein by reference to Exhibit
            10.1 to Triarc's Current Report on Form 8-K dated March 29, 1995
(SEC file No. 1-2207).                              
 10.11 --   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).                                   
10.12 --   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).                              

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10.13 --  Amendment No. 2, dated as of March 27, 1995, to the Paliughi  
             Employment Agreement, incorporated herein by reference to Exhibit
           10.20 to Triarc's Annual Report on Form 10-K for the year ended
December 31, 1995 (SEC file No. 1-2207).            
  10.14 --  Letter Agreement, dated as of January 1, 1996 between Triarc and
              Leon Kalvaria incorporated herein by reference to Exhibit 10.21 to
           Triarc's Annual Report on Form 10-K for the year ended December
31, 1995 (SEC file No. 1-2207).                     
 10.15 --  Employment and SAR Agreement dated as of August 9, 1995 between
             Mistic Brands, Inc. and Michael Weinstein, incorporated herein by
            reference to Exhibit 10.2 to Triarc's Annual Report on Form 10-K
       for the year ended December 31, 1995 (SEC file No. 1-2207).
 10.16 --  Employment and SAR Agreement dated as of August 9, 1995 between
             Mistic Brands, Inc. and Ernest J. Cavallo, incorporated herein by
             reference to Exhibit 10.23 to Triarc's Annual Report on Form 10-K
       for the year ended December 31, 1995 (SEC file No. 1-2207).
  10.17 --  Amendment to Employment Agreement of Ronald D. Paliughi dated of
              June 10, 1996, incorporated herein by reference to Exhibit 10.7 to
           Partnership's Current Report on Form 8-K dated August 13, 1996.
(SEC file No. 1-11867).                             
10.18 --  Stock Purchase Agreement dated February 13, 1997 by and among 
            Arby's, ARDC, ARHC, AROC, Holdco and RTM, incorporated herein by
          reference to Exhibit 10.1 to RCAC's Current Report on Form 8-K
dated February 13, 1997 (SEC file No. 0-20286).     
10.19 --  Purchase Agreement among the Partnership, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, 
       Donaldson, Lufkin & Jenrette Securities Corporation, Janney
        Montgomery Scott Inc., Rauscher Pierce Refsnes, Inc. and the
             Robinson-Humphrey Company, Inc., incorporated herein by reference
          to Exhibit 1.1 to the Partnership's Current Report on Form 8-K
dated August 13, 1996 (SEC file No. 1-11867).       
10.20 --  Contribution and Assumption Agreement among the Partnership,  
             National Propane, National Propane SGP, Inc. and National Sales &
              Service, Inc., incorporated herein by reference to Exhibit 10.4 to
              the Partnership's Current Report on Form 8-K dated August 13, 1996
(SEC file No. 1-11867).                             
10.21 --  Conveyance, Contribution and Assumption Agreement among the   
         Partnership, National Propane and National Propane SGP, Inc.,
   incorporated herein by reference to Exhibit 10.3 to the
          Partnership's Current Report on Form 8-K dated August 13, 1996
(SEC file No. 1-11867).                             
10.22 --  Supply Agreement dated as of March 31, 1996 by and between    
             Avondale Mills, Inc. and C.H. Patrick & Co., Inc. -- Confidential
              treatment has been granted for portions of the Supply Agreement --
              incorporated herein by reference to Exhibit 10 to Triarc's Current
           Report on Form 8-K/A dated June 25, 1996 (SEC file No. 1-2207).
10.23 --  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).                     
10.24 --  Stock Purchase Agreement dated as of October 1, 1992 among DWG
            Acquisition, Victor Posner, Security Management Corp. and Victor
            Posner Trust No. 20, incorporated herein by reference to Exhibit
              10 to Amendment No. 4 to Triarc's Current Report on Form 8-K dated
October 5, 1992 (SEC file No. 1-2207).              
10.25 --  Amendment dated as of October 1, 1992 between Triarc and DWG  
          Acquisition, incorporated herein by reference to Exhibit 11 to
        Amendment No. 4 to Triarc's Current Report on Form 8-K dated
October 5, 1992 (SEC file No. 1-2207).              

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   10.26 --  Exchange Agreement dated as of October 1, 1992 between Triarc and
          Security Management Corp., incorporated herein by reference to
            Exhibit 12 to Amendment No. 4 to Triarc's Current Report on Form
8-K dated October 5, 1992 (SEC file No. 1-2207).    
  10.27 --  Asset Purchase Agreement dated as of March 31, 1996 by and among
            Avondale Mills Inc., Avondale Incorporated, Graniteville Company
              and the Registrant incorporated herein by reference to Exhibit 2.1
           to the Triarc's Current Report on Form 8-K dated April 18, 1996
(SEC file No. 1-2207).                              
  10.28 --  Asset Purchase Agreement dated as of August 9, 1995 among Mistic
         Brands, Inc., Joseph Victori Wines, Inc., Best Flavors, Inc.,
           Nature's Own Beverage Company and Joseph Umbach, the Companies,
              and Joseph Umbach, incorporated herein by reference to Exhibit 2.1
              to Triarc's Quarterly Report on Form 8-K dated August 9, 1995 (SEC
file No. 1-2207).                                   
 10.29 --  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).                     
10.30 --  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.*            
   10.31 --  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.*
10.32 --  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).                     
21.1 --   Subsidiaries of the Registrant.*                              
23.1 --   Consent of Paul, Weiss, Rifkind, Wharton & Garrison, with     
             respect to the legality of securities being registered (contained
in Exhibit 5.1).                                    
23.2 --   Consent of Sherman & Howard, LLC, with respect to certain tax 
matters (contained in Exhibit 5.2).                 
23 3 --   Consent of Deloitte & Touche LLP.*                            
23.4 --   Consent of Arthur Andersen LLP. *                             
23.5 --   Consent of Price Waterhouse LLP.*                             
23.6 --   Consent of Nationsbanc Montgomery Securities, Inc.*           
99.1 --   Order of the United States District Court for the Northern    
            District of Ohio, dated February 7, 1995, incorporated herein by
            reference to Exhibit 99.1 to Triarc's Current Report on Form 8-K
dated March 29, 1995 (SEC file No. 1-2207).         
99.2 --   Opinion of Montgomery Securities, Inc. dated June 24,1997     
              (included as Appendix C to the Proxy Statement/Prospectus filed as
part of this Registration Statement)                
-----------------------                                                         
* Filed herewith                                                                

ITEM 22. UNDERTAKINGS.                                                          

(a) The undersigned Registrant hereby undertakes:             

               (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to   
include any prospectus required by Section 10(a)(3) of the Securities Act of    
1933, as amended (the                                                           

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'Securities Act'); (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent      
post-effective amendment thereof) which, individually or in the aggregate,      
represent a fundamental change in the information set forth in the Registration 
Statement; and (iii) to include any material information with respect to the    
plan of distribution not previously disclosed in the Registration Statement or  
any material change to such information in the Registration Statement.          

                (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a  
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the          
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934, as amended (the 'Exchange Act') (and, where    
applicable, each filing of an employee benefit plan's annual report pursuant to 
Section 15(d) of the Exchange Act), that is incorporated by reference in the    
Registration Statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

         (c) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the applicable registration form with respect to reofferings by   
persons who may be deemed underwriters, in addition to the information called   
for by the other Items of the applicable form.                                  

     (d) The undersigned Registrant undertakes that every prospectus (i)
that is filed pursuant to paragraph (c) immediately preceding, or (ii) that     
purports to meet the requirements of section lO(a)(3) of the Securities Act and 
is used in connection with an offering of securities subject to Rule 415 under  
the Securities Act, will be filed as a part of an amendment to the Registration 
Statement and will not be used until such amendment is effective, and that, for 
purposes of determining any liability under the Securities Act, each such       
post-effective amendment shall be deemed to be a new registration statement     
relating to the securities offered therein, and the                             

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                                                                               9

offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

  (e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons  
of the Registrant pursuant to the foregoing provisions, or otherwise, the       
Registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.                            

         (f) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Proxy Statement/     
Prospectus pursuant to Items 4, lO(b), 11 or 13 of this Form, within one        
business day of receipt of such request, and to send the incorporated documents 
by first class mail or other equally prompt means. This includes information    
contained in documents filed subsequent to the effective date of the            
Registration Statement through the date of responding to the request.           

        (g) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the    
company being acquired involved therein, that was not the subject of and        
included in the Registration Statement when it became effective.                

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SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-4 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York, State of New York, on October 22, 1997.    

              TRIARC COMPANIES, INC.
    (Registrant)

            By: /s/ Nelson Peltz
                               ---------------------------------
            Nelson Peltz
                                    Chairman and Chief Executive Officer

 POWER OF ATTORNEY

       The officers and directors of Triarc Companies, Inc. whose signatures
appear below hereby constitute and appoint Nelson Peltz and Peter W. May, and   
each of them (with full power to each of them to act alone), their true and     
lawful attorneys-in-fact, with full powers of substitution and resubstitution,  
to sign and execute on behalf of the undersigned any and all amendments,        
including any post-effective amendments, to this Registration Statement, and to 
file the same, with exhibits thereto, and other documents in connection         
therewith, with the Securities and Exchange Commission, and each of the         
undersigned does hereby ratify and confirm all that said attorneys-in-fact shall
do or cause to be done by virtue thereof.                                       

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on October 22, 1997 by the         
following persons in the capacities indicated.                                  

Signature                              Titles       
---------                              -------      

/s/ Nelson Peltz              Chairman and Chief Executive Officer and Director 
----------------------------  (Principal Executive Officer)                     
Nelson Peltz                                                    

/s/ Peter W. May              President and Chief Operating Officer and Director
----------------------------  (Principal Operating Officer)                     
Peter W. May                                                    

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Signature                              Titles       
---------                              -------      

/s/ John L. Barnes. Jr.       Senior Vice President and Chief Financial Officer 
---------------------------   (Principal Financial Officer)                     
John L. Barnes, Jr.                                                     

/s/ Fred H. Schaefer          Vice President and Chief Accounting Officer       
---------------------------   (Principal Accounting Officer)                    
Fred H. Schaefer                                                      

/s/ Hugh L. Carey             Director                                          
---------------------------                                                     
Hugh L. Carey                                                     

/s/ Clive Chajet              Director                                          
---------------------------                                                     
Clive Chajet                                                      

/s/ Stanley R. Jaffe          Director                                          
---------------------------                                                     
Stanley R. Jaffe                                                      

/s/ Joseph A. Levato          Director                                          
---------------------------                                                     
Joseph A. Levato                                                      

/s/ David E. Schwab II        Director                                          
---------------------------                                                     
David E. Schwab II                                                      

/s/ Raymond S. Troubh        Director                                           
---------------------------                                                     
Raymond S. Troubh                                                     

/s/ Gerald Tsai, Jr.         Director                                           
---------------------------                                                     
Gerald Tsai, Jr.                                                      

STATEMENT OF DIFFERENCES    
------------------------    

The section symbol shall be expressed as ...................'SS'