Wendy's Co – ‘10-K’ for 12/28/97

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Triarc Companies, Inc. Form 10-K                     129±   688K 
 2: EX-27       FDS 27.1                                               1      8K 
 3: EX-27       FDS 27.2                                               2±    11K 
 4: EX-27       FDS 27.3                                               2±    10K 

10-K   —   Triarc Companies, Inc. Form 10-K
Document Table of Contents

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                                    TRIARC COMPANIES, INC.                                                         
                                           FORM 10-K                                                               
                                   FOR THE FISCAL YEAR ENDED                                                       
                                       DECEMBER 28, 1997                                                           

________________________________________________________________________________                                   

                              SECURITIES AND EXCHANGE COMMISSION                                                   
                                    WASHINGTON, D.C.  20549                                                        

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

        FOR THE FISCAL YEAR ENDED DECEMBER 28, 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 1-2207                                                            
                            ------------------------                                                               

                              TRIARC COMPANIES, INC.                                                               

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)                                                
                            ------------------------                                                               

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

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

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

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

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

                                      NONE                                                                         

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

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

     The aggregate  market value of the outstanding  shares of the  registrant's                                   
Class A Common Stock (the only class of the registrant's voting securities) held                                   
by non-affiliates  of the registrant was approximately  $494,750,000 as of March                                   
15, 1998. There were 24,659,744 shares of the registrant's  Class A Common Stock                                   
and 5,997,622 shares of the registrant's  Class B Common Stock outstanding as of                                   
March 15, 1998.                                                                                                    

                              DOCUMENTS INCORPORATED BY REFERENCE                                                  

        Part III of this 10-K  incorporates  information  by  reference  from an                                   
amendment  hereto or to the registrant's  definitive proxy statement,  in either                                   
case which will be filed no later than 120 days after December 28, 1997.                                           

________________________________________________________________________________                                   

                                            PART I                                                                 

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS                                   

    Certain  statements  in this Annual  Report on Form 10-K (this "Form 10-K"),                                   
including  statements  under  "Item  1.  Business"  and  "Item  7.  Management's                                   
Discussion and Analysis of Financial  Condition and Results of Operations," that                                   
are not historical facts, including most importantly,  those statements preceded                                   
by,  followed  by, or that  include  the  words  "may,"  "believes,"  "expects,"                                   
"anticipates,"  or the  negation  thereof,  or similar  expressions,  constitute                                   
"forward-looking  statements"  within  the  meaning  of the  Private  Securities                                   
Litigation  Reform  Act  of  1995  (the  "Reform  Act").  Such   forward-looking                                   
statements  involve risks,  uncertainties  and other factors which may cause the                                   
actual results,  performance or achievements of Triarc Companies, Inc. ("Triarc"                                   
or the  "Company")  and its  subsidiaries  to be materially  different  from any                                   
future  results,   performance  or  achievements  express  or  implied  by  such                                   
forward-looking  statements.  Such factors include,  but are not limited to, the                                   
following:  general economic and business  conditions;  competition;  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;  new product and concept                                   
development by competitors;  changing trends in customer tastes;  the success of                                   
multi-branding;  availability,  location  and  terms  of  sites  for  restaurant                                   
development;  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;  regional weather                                   
conditions;  changes in wholesale propane prices; the costs and other effects of                                   
legal  and  administrative  proceedings;   pricing  pressures  from  competitive                                   
discounting;  general economic,  business and political  conditions in countries                                   
and  territories  where the Company  operates;  the impact of such conditions on                                   
consumer spending; and other risks and uncertainties referred in this Form 10-K,                                   
National Propane Partners,  L.P.'s registration  statement on Form S-1 and other                                   
current and  periodic  filings by Triarc,  RC/Arby's  Corporation  and  National                                   
Propane Partners, L.P. with the Securities and Exchange Commission.  Triarc will                                   
not undertake and  specifically  declines any obligation to publicly release the                                   
result of any revisions which may be made to any  forward-looking  statements to                                   
reflect events or circumstances  after the date of such statements or to reflect                                   
the  occurrence of  anticipated  or  unanticipated  events.  In addition,  it is                                   
Triarc's  policy  generally  not to make any specific  projections  as to future                                   
earnings,   and  Triarc  does  not  endorse  any  projections  regarding  future                                   
performance that may be made by third parties.                                                                     

ITEM 1.    BUSINESS.                                                                                               

INTRODUCTION                                                                                                       

     Triarc is predominantly a holding company which,  through its subsidiaries,                                   
is a consumer  products  company engaged in beverage and restaurant  operations.                                   
Triarc's  beverage  operations are conducted  through the Triarc  Beverage Group                                   
("TBG"),  which  consists  of  Snapple  Beverage  Corp.  ("Snapple"),  which was                                   
acquired by Triarc on May 22, 1997, Mistic Brands,  Inc.  ("Mistic"),  Cable Car                                   
Beverage Corporation ("Cable Car"), which was acquired by Triarc on November 25,                                   
1997, and Royal Crown Company,  Inc. ("Royal Crown"). The restaurant  operations                                   
are conducted through Arby's,  Inc. (d/b/a Triarc Restaurant Group) ("TRG").  In                                   
addition,  Triarc has an equity interest in the liquefied petroleum gas business                                   
through National Propane Corporation ("National Propane"),  the managing general                                   
partner of National Propane Partners, L.P. (the "Partnership") and its operating                                   
subsidiary  partnership,  National Propane, L.P. (the "Operating  Partnership").                                   
Prior to December  23, 1997,  Triarc also was engaged in the dyes and  specialty                                   
chemical  business  through C.H. Patrick & Co., Inc. ("C.H.  Patrick").  On such                                   
date,  C.H.  Patrick was sold. See "Item 1 -- Business -- Recent  Dispositions."                                   
For information regarding the revenues, operating profit and identifiable assets                                   
for Triarc's  businesses  for the fiscal year ended December 28, 1997, see "Item                                   
7.  Management's  Discussion and Analysis of Financial  Condition and Results of                                   
Operations"  and Note 23 to the  Consolidated  Financial  Statements  of  Triarc                                   
Companies, Inc. and Subsidiaries (the "Consolidated Financial Statements").                                        

      Triarc's  corporate  predecessor was incorporated in Ohio in 1929.  Triarc                                   
was  reincorporated in Delaware,  by means of a merger,  in June 1994.  Triarc's                                   
principal  executive offices are located at 280 Park Avenue,  New York, New York                                   
10017 and its telephone number is (212) 451-3000.                                                                  

BUSINESS STRATEGY                                                                                                  

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

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

RECENT ACQUISITIONS                                                                                                

    Acquisition of Snapple Beverage Corp.                                                                          

    On May 22,  1997,  Triarc  acquired  Snapple  from The Quaker  Oats  Company                                   
("Quaker") for approximately $300 million. Snapple, which markets ready-to-drink                                   
teas,  juice  drinks and  juices,  is a market  leader in the  premium  beverage                                   
category.  Snapple, together with Mistic, Royal Crown and Cable Car, operates as                                   
part of TBG. In connection with the acquisition, Snapple and Mistic entered into                                   
a bank  financing,  the  proceeds  of which  were used to  finance  the  Snapple                                   
acquisition,  to refinance  existing  indebtedness  of Mistic and to pay certain                                   
fees and expenses associated with the acquisition. See "Item 1.                                                    
Business -- Business Segments -- Beverages."                                                                       

    Stewart's Acquisition                                                                                          

    On  November  25,  1997,   Triarc   acquired   Cable  Car  (the   "Stewart's                                   
Acquisition"),  through  a  merger,  for an  aggregate  of  1,566,858  shares of                                   
Triarc's  Class A Common Stock.  Accordingly,  following  the merger,  Cable Car                                   
became a wholly-owned subsidiary of Triarc. Cable Car markets premium carbonated                                   
soft drinks in the United States and Canada,  primarily  under the  Stewart's(R)                                   
brand ("Stewart's"). See "Item 1. Business -- Business Segments -- Beverages."                                     

RECENT DISPOSITIONS                                                                                                

    Sale of Company-Owned Restaurants                                                                              

     On May 5, 1997,  subsidiaries  of Triarc sold to an affiliate of RTM,  Inc.                                   
("RTM"),  the largest  franchisee in the Arby's system,  all of the stock of two                                   
corporations owning all of Triarc's 355 company-owned  Arby's  restaurants.  The                                   
purchase price was approximately $73 million (including approximately $2 million                                   
of  post-closing  adjustments),   consisting  primarily  of  the  assumption  of                                   
approximately  $69  million  in  mortgage  indebtedness  and  capitalized  lease                                   
obligations. In connection with the transaction, the Company received options to                                   
purchase up to an aggregate  of 20% of the common stock of the two  corporations                                   
owning such  restaurants.  RTM and certain  affiliated  entities  have agreed to                                   
indemnify and hold the Company  harmless from,  among other things,  the assumed                                   
debt and lease  obligations.  In addition,  the two corporations  that were sold                                   
agreed to build an aggregate of 190 Arby's restaurants over 14 years pursuant to                                   
a development  agreement  (in addition to a previous  agreement by affiliates of                                   
RTM to build 210 Arby's restaurants over a ten and one-half year period).                                          

    Sale of C.H. Patrick                                                                                           

     On December 23, 1997,  Triarc sold all of the outstanding  capital stock of                                   
C.H.  Patrick  (the  "C.H.  Patrick  Sale"),  its dyes and  specialty  chemicals                                   
subsidiary,  to The B.F.  Goodrich  Company for $72 million in cash resulting in                                   
net proceeds of approximately $64.4 million, net of post-closing adjustments and                                   
expenses.  Triarc used  approximately  $32 million of the proceeds from the C.H.                                   
Patrick Sale to repay certain borrowings of C.H. Patrick.  With the sale of C.H.                                   
Patrick,  Triarc  completed  the sale of all of its  wholly-owned  non- consumer                                   
businesses.                                                                                                        

    Sale of C&C Beverage Line                                                                                      

    On July 18,  1997,  Royal  Crown and  TriBev  Corporation,  subsidiaries  of                                   
Triarc,  completed the sale of their rights to the C&C beverage line,  including                                   
the C&C trademark.  In connection with the sale, Royal Crown also agreed to sell                                   
concentrate  for C&C products and to provide certain  technical  services to the                                   
buyer for seven  years.  In  consideration  for the  foregoing,  Royal Crown and                                   
TriBev  Corporation  will  receive  aggregate  payments  of  approximately  $9.4                                   
million, payable over seven years.                                                                                 

ISSUANCE OF ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES                                                        

    On February 9, 1998 Triarc sold $360 million principal amount at maturity of                                   
its Zero Coupon Convertible  Subordinated Debentures due 2018 (the "Debentures")                                   
to  Morgan  Stanley  & Co.  Incorporated  ("Morgan  Stanley"),  as  the  initial                                   
purchaser for an offering to "qualified  institutional buyers" (as defined under                                   
Rule 144A under the Securities Act of 1933, as amended (the  "Securities  Act"))                                   
in  compliance  with Rule 144A.  The  Debentures  were  issued at a discount  of                                   
72.177% from the principal  amount thereof payable at maturity.  The issue price                                   
represents a yield to maturity of 6.5% per annum (computed on a semi-annual bond                                   
equivalent  basis).  The net  proceeds  from the sale of the  Debentures,  after                                   
deducting placement fees of approximately $3.0 million, were approximately $97.2                                   
million.  The Debentures are convertible  into shares of Triarc's Class A Common                                   
Stock at a  conversion  rate of 9.465  shares  per  $1,000  principal  amount at                                   
maturity,  which represents an initial conversion price of approximately  $29.40                                   
per share of Common Stock.  The conversion  price will increase over the life of                                   
the  Debentures  at 6.5% per annum  computed on a  semi-annual  bond  equivalent                                   
basis.  The  conversion of all of the  Debentures  into Triarc's  Class A Common                                   
Stock would result in the issuance of approximately  3.4 million shares of Class                                   
A Common Stock. The Debentures are not redeemable by Triarc prior to February 9,                                   
2003, but may be redeemed by Triarc at any time thereafter.                                                        

    In connection with the sale of the Debentures,  Triarc purchased from Morgan                                   
Stanley  1,000,000  shares of Triarc's  Class A Common  Stock for  approximately                                   
$25.6 million.  The balance of the net proceeds from the sale of Debentures will                                   
be used by Triarc for general  corporate  purposes,  which may  include  working                                   
capital, repayment or refinancing of indebtedness, acquisitions and investments.                                   

    Neither the Debentures nor the Class A Common Stock issuable upon conversion                                   
were initially  registered  under the Securities  Act, and may not be offered or                                   
sold  within the United  States,  unless so  registered,  except  pursuant to an                                   
exemption  from the  Securities  Act,  or in a  transaction  not  subject to the                                   
registration  requirements  of the  Securities  Act.  This Form  10-K  shall not                                   
constitute an offer to sell or a solicitation  of an offer to buy the Debentures                                   
or the Class A Common Stock.                                                                                       

CANCELLATION OF SPINOFF TRANSACTIONS                                                                               

    On October 29, 1996, Triarc announced that its Board of Directors approved a                                   
plan  to  offer  up to  approximately  20% of the  shares  of its  beverage  and                                   
restaurant  businesses to the public through an initial  public  offering and to                                   
spinoff the remainder of the shares of such businesses to Triarc's  stockholders                                   
(collectively,  the  "Spinoff  Transactions").  In May 1997 Triarc  announced it                                   
would not proceed with the Spinoff  Transactions  as a result of the acquisition                                   
of Snapple and other issues.                                                                                       

DECONSOLIDATION OF NATIONAL PROPANE MASTER LIMITED PARTNERSHIP                                                     

     Upon  completion of an initial  public  offering in July 1996 (the "Propane                                   
IPO") and a subsequent private placement in November 1996,  Triarc,  through its                                   
subsidiary National Propane, held an approximately 42.7% interest (on a combined                                   
basis) in the Operating Partnership, and the public held the remaining interest.                                   
National  Propane  and its  subsidiary,  National  Propane  SGP,  Inc.  ("SGP"),                                   
contributed  substantially all of their assets to the Operating Partnership as a                                   
capital contribution and the Operating  Partnership assumed substantially all of                                   
the  liabilities  of National  Propane and SGP (other  than  certain  income tax                                   
liabilities).                                                                                                      

     National Propane,  as managing general partner,  adopted certain amendments                                   
to the partnership  agreements of the Partnership and the Operating Partnership,                                   
effective  December  28,  1997.  As a result,  Triarc's  42.7%  interest  in the                                   
Partnership  as of the close of business on such date is accounted for utilizing                                   
the equity method. The financial position,  cash flows and results of operations                                   
of the Partnership were included in Triarc's  consolidated  financial statements                                   
for all prior periods.  See "Item 1. Business -- Business  Segments -- Liquefied                                   
Petroleum  Gas  (National  Propane)" and "Item 7.  Management's  Discussion  and                                   
Analysis  of  Financial  Condition  and  Results  of  Operations  --  Results of                                   
Operations."                                                                                                       

CHANGE IN FISCAL YEAR                                                                                              

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

BUSINESS SEGMENTS                                                                                                  

                                           BEVERAGES                                                               

TRIARC BEVERAGE GROUP                                                                                              

    TBG oversees  Triarc's  premium beverage  operations,  conducted by Snapple,                                   
Mistic,  and Cable Car, and its carbonated soft drink  operations,  conducted by                                   
Royal Crown. TBG is headquartered in White Plains, New York.                                                       

                       PREMIUM BEVERAGES (SNAPPLE, MISTIC AND STEWART'S)                                           

    Snapple, acquired in May 1997, develops, produces and markets ready-to-drink                                   
teas,  juice  drinks and juices and is a market  leader in the premium  beverage                                   
category.  Since  acquiring  Snapple,  the  Company has  introduced  several new                                   
products,  including  Orange  Tropic--Wendy's  Tropical  Inspiration(TM),  three                                   
herbal or green teas and Snapple Farms(TM), a line of 100% fruit juices which is                                   
available in five  flavors.  In addition,  Snapple has  recently  announced  the                                   
Spring 1998 introduction  of  WhipperSnapple(TM),  a smoothie  like  beverage in                                   
six flavors which is a proprietary blend of fruit juices and purees, dairy and                                     
other natural ingredients packaged in a swirl shaped 10 oz. bottle.                                                

     Mistic's  premium  beverage  business,  acquired in August 1995,  develops,                                   
produces  and  markets a wide  variety of  premium  beverages,  including  fruit                                   
drinks,  ready-to-drink teas, juices and sweetened seltzers under the Mistic(R),                                   
Royal Mistic(R),  Mistic Rain Forest(TM) and Mistic Fruit Blast(TM) brand names.                                   
Since 1995,  Mistic has introduced 34 new flavors,  a line of 100% fruit juices,                                   
various  new bottle  sizes and shapes  and  numerous  new  package  designs.  In                                   
addition,  Mistic's product  offerings are being further enhanced with the March                                   
1998  introduction of Mistic  Potions(TM)  beverages.  These  beverages  contain                                   
herbal additives, such as ginseng, ginko bilboa and echinachea.                                                    

    The Stewart's  premium beverage  business,  acquired in November 1997, sells                                   
Stewart's(R)  brand premium soft drinks (Root Beer, Orange N' Cream,  Cream Ale,                                   
Ginger Beer, Classic Key Lime, Lemon Meringue and Cherries N' Cream) to beverage                                   
distributors  throughout  the  United  States  and  Canada.  Stewart's  has also                                   
announced the April 1998 introduction of "Creamy Style Draft Cola", an  old-                                       
fashioned  soda fountain style cola.  Cable Car holds the exclusive  worldwide                                     
license to manufacture,  distribute and sell Stewart's  brand  beverages.  Cable                                   
Car sells both  concentrate to regional soft drink bottlers and finished goods                                     
to distributors.                                                                                                   

    BUSINESS STRATEGY                                                                                              

    TBG's management has developed and is implementing  business  strategies for                                   
its premium beverage business that focus on: (i) capitalizing on the strength of                                   
its well known brand names in its marketing and advertising  efforts to increase                                   
brand  awareness and loyalty;  (ii)  developing new products;  (iii)  developing                                   
innovative new packaging  concepts,  including  labels and bottle  shapes;  (iv)                                   
employing innovative advertising and promotions; (v) developing strong long-term                                   
relationships  with  distributors;   (vi)  expanding  and  diversifying  product                                   
offerings through acquisitions; (vii) expanding distribution in existing and new                                   
geographic  markets and channels of trade; and (viii) enhancing  promotional and                                   
equipment programs.                                                                                                

    PRODUCTS                                                                                                       

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

    CO-PACKING ARRANGEMENTS                                                                                        

    TBG's premium beverage products are produced by co-packers or bottlers under                                   
formulation  requirements and quality control  procedures  specified by TBG. TBG                                   
selects and monitors  the  producers  to ensure  adherence  to TBG's  production                                   
procedures.  TBG regularly  analyzes  samples from  production runs and conducts                                   
spot  checks  of  production  facilities.  TBG and  Triarc  also  purchase  most                                   
packaging and raw materials and arrange for their  shipment to TBG's  co-packers                                   
and bottlers.  TBG's three largest co-packers accounted for approximately 50% of                                   
TBG's aggregate case production of premium beverages during 1997.                                                  

    TBG's contractual  arrangements with its co-packers for its premium beverage                                   
products  are  typically  for a fixed term and are  renewable  at TBG's  option.                                   
During the term of the  agreement,  the  co-packer  generally  commits a certain                                   
amount of its monthly production capacity to TBG. Under substantially all of its                                   
contracts Snapple has committed to order certain guaranteed volumes.  Should the                                   
volume actually ordered be less than the guaranteed volume,  Snapple is required                                   
to pay the  co-packer  the  product of (i) an amount per case  specified  in the                                   
agreement and (ii) the difference  between the volume  actually  ordered and the                                   
guaranteed  volume. At December 28, 1997,  Snapple had reserves of approximately                                   
$22 million for payments through 2000 under its long-term  production  contracts                                   
with co-packers.  Mistic has committed to order a certain  guaranteed volume (in                                   
two  instances)  or  percentage  of its  products  sold in a region (in  another                                   
instance)  or to  make  payments  in  lieu  thereof.  There  are  no  agreements                                   
containing  minimum  purchase  requirements  for Cable  Car.  As a result of its                                   
co-packing arrangements,  TBG's operations have not required significant capital                                   
expenditures   or  investments  for  bottling   facilities  or  equipment,   and                                   
accordingly its production related fixed costs have been minimal.                                                  

    TBG's management believes it has sufficient  production capacity to meet its                                   
1998  requirements  and that,  in general,  the industry  has excess  production                                   
capacity that it can utilize if required.                                                                          

    RAW MATERIALS                                                                                                  

    Most raw materials  used in the  preparation  and packaging of TBG's premium                                   
beverage  products  are  purchased  by TBG and  Triarc  and  supplied  to  TBG's                                   
co-packers.  Adequate  sources of such raw  materials  are  available to TBG and                                   
Triarc from multiple suppliers, however, TBG and Triarc have chosen, for quality                                   
control  and  other  purposes,  to  purchase  certain  raw  materials  (such  as                                   
aspartame) on an exclusive basis from single suppliers.  TBG and Triarc purchase                                   
all of TBG's flavor requirements from nine suppliers,  although one supplier has                                   
been designated as TBG's preferred  supplier of flavors,  and all of TBG's glass                                   
bottles are purchased from three suppliers,  although one supplier has the right                                   
to supply up to 75% of TBG's  requirements for certain  specified  packages.  In                                   
connection with the  acquisition of Snapple,  Quaker agreed to supply certain of                                   
Snapple's requirements for 20 oz. PET bottles. Since the acquisition of Snapple,                                   
TBG has been  negotiating  and  continues to  negotiate,  new supply and pricing                                   
arrangements  with its  suppliers.  TBG and Triarc  believe  that,  if required,                                   
alternate  sources of raw materials,  flavors and glass bottles are available to                                   
them.                                                                                                              

    DISTRIBUTION                                                                                                   

     TBG's  premium   beverages   are  currently   sold  through  a  network  of                                   
distributors that include specialty beverage, carbonated soft drink and licensed                                   
beer/wine/spirits   distributors.   In   addition,   Snapple  uses  brokers  for                                   
distribution  of some  Snapple  products in Florida and  Georgia.  International                                   
distribution is primarily through one distributor in each country, other than in                                   
Canada,  where Perrier Group of Canada Ltd. is Snapple's master  distributor and                                   
where  brokers  and  direct  account  selling  are also used.  Distributors  are                                   
typically  granted  exclusive  rights to sell Snapple,  Mistic and/or  Stewart's                                   
products  within  a  defined   territory.   TBG  has  written   agreements  with                                   
distributors who represent approximately 80% of TBG's volume. The agreements are                                   
typically  either for a fixed term  renewable  upon mutual consent or perpetual,                                   
and are terminable by TBG for cause, upon certain defaults or failure to perform                                   
under the  agreement.  The  distributor,  though,  may  generally  terminate its                                   
agreement  upon  specified  prior  notice.  Snapple also owns two of its largest                                   
distributors, Mr. Natural Inc. (New York) and Pacific Snapple Distributors, Inc.                                   
(California).                                                                                                      

    Case   sales  to  TBG's   largest   distributor   (excluding   Snapple-owned                                   
distributors),  represented  approximately 4% of case  sales in each of 1996 and                                   
1997.  TBG  believes  that,  if  required,  there would be adequate  alternative                                   
distributors  available if TBG's  relationship  with such distributor were to be                                   
terminated.                                                                                                        

    Although  TBG's products are sold  primarily to  convenience  stores,  small                                   
retailers and delicatessens as a "single-serve, cold box" item, TBG has expanded                                   
the  distribution of its premium beverage  products to include  supermarkets and                                   
other channels of distribution, such as mass merchandisers, national drug chains                                   
and warehouse clubs.                                                                                               

    International  sales  accounted for less than 10% of TBG's premium  beverage                                   
sales in each of 1995, 1996 and 1997.  Since the  acquisition of Snapple,  Royal                                   
Crown's  international  group  has  assumed  responsibility  for the  sales  and                                   
marketing of TBG's premium beverages outside North America.                                                        

    SALES AND MARKETING                                                                                            

    Snapple,  Mistic and Cable Car employ their own sales and  marketing  staffs                                   
although there is some overlap of the Snapple and Mistic sales forces in certain                                   
geographic  areas where  distributors  sell both  brands.  The sales  forces are                                   
responsible  for overseeing  sales to  distributors,  monitoring  retail account                                   
performance  and providing  sales  direction and trade spending  support.  Trade                                   
spending includes price promotions, slotting fees and local consumer promotions.                                   
The sales force handles most accounts on a regional  basis with the exception of                                   
large  national  accounts,  which are  handled  by a  national  accounts  group.                                   
Snapple's and Mistic's sales forces are organized by geographic  zones under the                                   
direction  of Zone Sales Vice  Presidents,  Division  Managers,  Regional  Sales                                   
Managers and Trade  Development  Managers.  Cable Car's sales force is organized                                   
into two divisions and is managed by Division Vice  Presidents,  Regional  Sales                                   
Managers and District Sales Managers. TBG's sales and marketing staff (excluding                                   
that of Snapple-owned  distributors)  was  approximately  260 as of December 28,                                   
1997.                                                                                                              

    TBG intends to maintain consistent  advertising  campaigns for its brands as                                   
an integral part of its strategy to stimulate consumer demand and increase brand                                   
loyalty.  In 1998,  TBG plans to employ a  combination  of  network  advertising                                   
complemented with local spot advertising in its larger markets; in most markets,                                   
television  is  expected  to be the  primary  advertising  medium  and radio the                                   
secondary  medium.  TBG also employs  outdoor,  newspaper  and other print media                                   
advertising, as well as in-store point of sale promotions.                                                         

                   CARBONATED SOFT DRINKS (ROYAL CROWN)                                                            

    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(R),                                   
Diet RC Cola(R), Diet Rite Cola(R), Diet Rite(R) flavors,  Nehi(R), Upper 10(R),                                   
and Kick(R).  Further, Royal Crown is the exclusive supplier of cola concentrate                                   
and a primary supplier of flavor concentrates to Cott Corporation ("Cott") which                                   
sells private label soft drinks to major retailers in the United States, Canada,                                   
the United Kingdom, Australia, Japan, Spain and South Africa.                                                      

    RC Cola is the third  largest  national  brand cola and is the only national                                   
brand  cola  available  to  bottlers  who  do not  bottle  either  Coca-Cola  or                                   
Pepsi-Cola.  Diet Rite is available in a cola as well as various  other  flavors                                   
and is  the  only  national  brand  that  is  sugar-free  (sweetened  with  100%                                   
aspartame, a non-nutritive  sweetener),  sodium-free and caffeine-free.  Diet RC                                   
Cola is the no-calorie version of RC Cola containing aspartame as its sweetening                                   
agent.  Nehi is a line of approximately  20 flavored soft drinks,  Upper 10 is a                                   
lemon-lime  soft drink and Kick is a citrus soft drink.  Royal  Crown's share of                                   
the overall domestic carbonated soft drink market was approximately 1.9% in 1997                                   
according to Beverage Digest/Maxwell estimates.  Royal Crown's soft drink brands                                   
have approximately a 1.7% share of national  supermarket  volume, as measured by                                   
data of Information Resources, Inc. ("IRI").                                                                       

    BUSINESS STRATEGY                                                                                              

    TBG's  management  is pursuing  business  strategies  designed to strengthen                                   
Royal  Crown's  distribution  system,  make more  effective use of its marketing                                   
resources,  continue  the  expansion  of its  international  and  private  label                                   
businesses,  develop new packages and concentrate  resources on its core brands.                                   
As a result,  in January  1997  Triarc sold its  interest  in Saratoga  Beverage                                   
Group,  Inc.  ("Saratoga")  and Royal Crown  terminated  its  relationship  with                                   
Saratoga. In addition, in July 1997 Royal Crown completed the sale of its rights                                   
to the C&C beverage  line,  including the C&C trademark.  Royal Crown's  license                                   
relationship  with  Celestial  Seasonings  Inc.  for  ready to drink  iced  teas                                   
terminated as of December 31, 1997.                                                                                

    ADVERTISING AND MARKETING                                                                                      

    A principal determinant of success in the soft drink industry is the ability                                   
to establish a recognized  brand name, the lack of which serves as a significant                                   
barrier  to  entry  to  the  industry.  Advertising,  promotions  and  marketing                                   
expenditures  in 1995,  1996 and 1997 were  approximately  $73.7 million,  $61.7                                   
million and $56.1 million, respectively.  Royal Crown believes that its products                                   
continue to enjoy nationwide brand recognition.                                                                    

    ROYAL CROWN'S BOTTLER NETWORK                                                                                  

    Royal  Crown  sells its  flavoring  concentrates  for  branded  products  to                                   
independent  licensed  bottlers in the United  States and 61 foreign  countries,                                   
including Canada. Consistent with industry practice, each bottler is assigned an                                   
exclusive  territory  for  bottled  and canned  products  within  which no other                                   
bottler may distribute Royal Crown branded soft drinks. As of December 28, 1997,                                   
Royal Crown  products  were  packaged  and/or  distributed  domestically  in 152                                   
licensed territories,  by 172 licensees,  covering 50 states. There were a total                                   
of 45 production  centers  operating  pursuant to 48 production and distribution                                   
agreements and 126 distribution only agreements.                                                                   

    Royal Crown enters into a license  agreement with each of its bottlers which                                   
it believes is comparable to those  prevailing in the industry.  The duration of                                   
the license  agreements varies, but Royal Crown may terminate any such agreement                                   
in the event of a material  breach of the terms  thereof by the bottler  that is                                   
not cured within a specified period of time.                                                                       

     Royal Crown's ten largest bottler groups  accounted for  approximately  68%                                   
and 74% of Royal Crown's domestic unit sales of concentrate for branded products                                   
during 1996 and 1997,  respectively.  The two  largest  bottler  groups,  the RC                                   
Chicago Bottling Group and Beverage America, accounted for approximately 22% and                                   
9%,  respectively,  of Royal  Crown's  domestic  unit sales of  concentrate  for                                   
branded  products during 1996 and 27% and 9%,  respectively,  during 1997. Royal                                   
Crown believes that, if required,  there would be adequate  alternative bottlers                                   
available if Royal Crown's  relationships with the RC Chicago Bottling Group and                                   
Beverage America were terminated.                                                                                  

    PRIVATE LABEL                                                                                                  

    Royal Crown  believes  that  private  label sales  through  Cott,  a leading                                   
supplier of private label soft drinks,  represent an opportunity to benefit from                                   
sales by retailers of store brands.  Royal Crown's  private label sales began in                                   
late 1990.  Unit sales of  concentrate  to Cott in 1997  increased  by 4.6% over                                   
sales in 1996. In 1995, 1996 and 1997,  revenues from sales to Cott  represented                                   
approximately  12.1%,  12.6% and 15.8%,  respectively,  of Royal  Crown's  total                                   
revenues.                                                                                                          

    Royal Crown provides  concentrate  to 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.                                   
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.                                                                                      

    The Cott  Worldwide  Agreement  provides  that, as long as Cott  purchases a                                   
specified  minimum number of units of private label  concentrate in each year of                                   
the Cott Worldwide Agreement,  Royal Crown will not manufacture and sell private                                   
label carbonated soft drink  concentrates to parties other than Cott anywhere in                                   
the world.                                                                                                         

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

    PRODUCT DISTRIBUTION                                                                                           

    Bottlers   distribute  finished  soft  drink  products  through  four  major                                   
distribution channels: take home (consisting of supermarkets,  drug stores, mass                                   
merchandisers,  warehouses  and discount  stores);  convenience  (consisting  of                                   
convenience stores and retail gas station  mini-markets);  fountain/food service                                   
(consisting  of fountain  syrup sales and  restaurant  single drink sales);  and                                   
vending (consisting of bottle and can sales through vending machines).  The take                                   
home channel is the principal  channel of distribution for Royal Crown products.                                   
According to IRI data,  the volume of Royal Crown products in  supermarkets  and                                   
drug stores in 1997 declined  approximately  14.6% and 19.9%,  respectively,  as                                   
compared to 1996, while the volume of Royal Crown products in mass merchandisers                                   
increased  approximately 28.2% in 1997. Royal Crown brands historically have not                                   
been broadly  distributed  through vending machines or convenience  outlets;  in                                   
1997,  the  volume  of Royal  Crown  products  in the  convenience  channel  was                                   
relatively unchanged, down approximately 0.2% as compared to 1996.                                                 

    INTERNATIONAL                                                                                                  

     Sales outside the United States accounted for approximately 9.6%, 10.3% and                                   
11.5% of Royal  Crown's  sales in 1995,  1996,  and  1997,  respectively.  Sales                                   
outside the United States of branded  concentrates  accounted for  approximately                                   
10.2%,  12.3% and 13.9% of  branded  concentrate  sales in 1995,  1996 and 1997,                                   
respectively.  As of December 28, 1997,  92 bottlers  and 13  distributors  sold                                   
Royal Crown branded  products  outside the United  States in 64 countries,  with                                   
international  sales in 1997 distributed among Canada (8.1%),  Latin America and                                   
Mexico (32.1%),  Europe (22.4%), the Middle East/Africa (18.6%) and the Far East                                   
(18.8%).  While the financial and managerial  resources of Royal Crown have been                                   
focused  on  the  United   States,   TBG's   management   believes   significant                                   
opportunities exist for Royal Crown in international  markets. New bottlers were                                   
added in 1997 to the following international markets: Russia, Ukraine,  Croatia,                                   
Latvia, Brazil and Bangladesh.                                                                                     

    PRODUCT DEVELOPMENT AND RAW MATERIALS                                                                          

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

    From  time to time,  Royal  Crown  purchases  as much as a year's  supply of                                   
certain  raw  materials  to  protect  itself  against  supply  shortages,  price                                   
increases  and/or  political  instabilities in the countries from which such raw                                   
materials  are sourced.  Flavoring  ingredients  and  sweeteners  are  generally                                   
available  on the open market from  several  sources.  As noted  above,  TBG and                                   
Triarc  have  agreed to  purchase  certain  raw  materials  on an  exclusive  or                                   
preferred basis from single suppliers.                                                                             

                             RESTAURANTS (TRIARC RESTAURANT GROUP)                                                 

SALE OF COMPANY-OWNED RESTAURANTS                                                                                  

    On May 5, 1997,  subsidiaries of Triarc sold (the  "Restaurant  Sale") their                                   
355  company-owned  Arby's  restaurants  to an  affiliate  of RTM,  the  largest                                   
franchisee  in  the  Arby's   system.   See  "Item  1.  --  Business  --  Recent                                   
Dispositions."  Focused  solely as a  franchisor,  TRG has  reduced  from recent                                   
historical   levels  the  operating   costs  of  the   restaurant   segment  and                                   
substantially eliminated capital expenditure requirements, thereby improving its                                   
cash flows.  See "Item 7.  Management's  Discussion  and  Analysis of  Financial                                   
Condition and Results of Operations."  TRG's role in the Arby's(R) system as the                                   
franchisor  is to enhance the  strength of the Arby's  brand by  increasing  the                                   
number of  restaurants  in the Arby's system and by  establishing  a "cut above"                                   
positioning  for the Arby's brand through  upgraded  menu items and  facilities,                                   
while continuing to bring new concepts to the system, such as T.J.  Cinnamons(R)                                   
and p.t. Noodles(R).                                                                                               

GENERAL                                                                                                            

    Arby's is the world's largest franchise  restaurant  system  specializing in                                   
slow-roasted  meat  sandwiches  with  an  estimated  market  share  in  1997  of                                   
approximately  73% of the roast  beef  sandwich  segment  of the  quick  service                                   
sandwich restaurant  category.  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 December  28, 1997,  the Arby's  restaurant                                   
system consisted of 3,091 franchised restaurants, of which 2,913 operated within                                   
the United States and 178 operated outside the United States.  System-wide sales                                   
were approximately $1.9 billion in 1995,  approximately $2.0 billion in 1996 and                                   
approximately $2.1 billion in 1997.                                                                                

     In addition to its various slow-roasted meat sandwiches, Arby's restaurants                                   
also offer a selected menu of chicken,  submarine  sandwiches,  side-dishes  and                                   
salads.  A  breakfast  menu is also  available  at some Arby's  restaurants.  In                                   
addition, Arby's currently multi-brands with T.J. Cinnamons products,  primarily                                   
gourmet cinnamon rolls, premium coffees and related products,  and p.t. Noodle's                                   
products,  which are pasta dishes based on serving  corkscrew or fettucine pasta                                   
with a variety of  different  sauces.  TRG intends to expand its  multi-branding                                   
efforts  which will add other  brands' items to Arby's menu items at such multi-                                   
branded restaurants. See " -- Multi-Branding" below.                                                               

    As a  result  of the sale of the  company-owned  restaurants  to RTM,  TRG's                                   
revenues are derived from two principal sources:  (i) royalties from franchisees                                   
and (ii)  franchise  fees.  Prior to the  Restaurant  Sale,  TRG's revenues were                                   
principally derived from sales at company-owned restaurants.  During 1995, 1996,                                   
and 1997  approximately 80%, 80% and 53%,  respectively,  of TRG's revenues were                                   
derived from sales at company-owned  restaurants and approximately  20%, 20% and                                   
47%, respectively, were derived from royalties and franchise fees.                                                 

INDUSTRY                                                                                                           

    According to data  compiled by the National  Restaurant  Association,  total                                   
domestic  restaurant  industry  sales were  estimated to be  approximately  $207                                   
billion in 1996, of which  approximately $98 billion were estimated to be in the                                   
Quick  Service  Restaurant  ("QSR")  or fast  food  segment.  Large  chains  are                                   
continuing  to gain a greater share of industry  sales.  According to Technomic,                                   
Inc., the 100 largest  restaurant  chains accounted for  approximately  48.4% of                                   
restaurant  industry sales in 1995, up from approximately 39.7% in 1980. The QSR                                   
segment  accounts for  approximately  70% of sales and 83% of  restaurant  units                                   
within the top 100 restaurant chains,  according to a study by Franchise Finance                                   
Corporation of America.                                                                                            

ARBY'S RESTAURANTS                                                                                                 

    The first  Arby's  restaurant  opened  in  Youngstown,  Ohio in 1964.  As of                                   
December 28, 1997,  Arby's  restaurants  were being operated in 48 states and 10                                   
foreign  countries.  At December 28, 1997,  the six leading  states by number of                                   
operating units were: Ohio, with 234 restaurants;  Texas,  with 181 restaurants;                                   
California,  with 161 restaurants;  Michigan, with 154 restaurants;  and Georgia                                   
and Indiana,  with 152  restaurants  each. The country outside the United States                                   
with the most operating units is Canada, with 119 restaurants.                                                     

    Arby's  restaurants in the United States and Canada  typically range in size                                   
from 700  square  feet to 4,000  square  feet.  Restaurants  in other  countries                                   
typically are larger than U.S. and Canadian  restaurants.  Restaurants typically                                   
have a  manager,  assistant  manager  and  as  many  as 30  full  and  part-time                                   
employees.  Staffing  levels,  which vary  during the day,  tend to be  heaviest                                   
during the lunch hours.                                                                                            

    The following  table sets forth the number of  company-owned  and franchised                                   
Arby's restaurants at December 31, 1995 and 1996 and at December 28, 1997.                                         

                                                  DECEMBER 31,     DECEMBER 28,                                    
                                                 --------------    ------------                                    
                                                  1995     1996        1997                                        
                                                 -----    -----       -----                                        

Company-owned restaurants........................  373      355           0                                        
Franchised restaurants.................... ......2,577    2,667       3,091                                        
                                                 -----    -----       -----                                        
        Total restaurants...................     2,950    3,022       3,091                                        
                                                 =====    =====       =====                                        

FRANCHISE NETWORK                                                                                                  

        At December 28, 1997, there were 574 Arby's franchisees  operating 3,091                                   
separate  locations.  The initial  term of the typical  "traditional"  franchise                                   
agreement is 20 years.  As of December 28, 1997, TRG did not offer any financing                                   
arrangements to its franchisees,  except that in certain development  agreements                                   
TRG has made available extended payment terms.                                                                     

        As of December 28, 1997, TRG had received  prepaid  commitments  for the                                   
opening  of up to 592 new  domestic  franchised  restaurants  over  the next ten                                   
years. TRG also expects that 15 new franchised restaurants outside of the United                                   
States will open in 1998. TRG also has territorial agreements with international                                   
franchisees  in four  countries at December  28, 1997.  Under the terms of these                                   
territorial agreements, many of the international franchisees have the exclusive                                   
right to open  Arby's  restaurants  in  specific  regions  or  countries.  TRG's                                   
management  expects that future  international  franchise  agreements  will more                                   
narrowly  limit the  geographic  exclusivity  of the  franchisees  and  prohibit                                   
sub-franchise arrangements.                                                                                        

        TRG offers  franchises  for the  development of both single and multiple                                   
"traditional"  restaurant  locations.  All  franchisees  are required to execute                                   
standard franchise agreements. TRG's standard U.S. franchise agreement currently                                   
requires an initial  $37,500  franchise  fee for the first  franchised  unit and                                   
$25,000 for each  subsequent unit and a monthly royalty payment equal to 4.0% of                                   
restaurant sales for the term of the franchise  agreement.  As a result of lower                                   
royalty rates still in effect under earlier agreements, the average royalty rate                                   
paid by franchisees  during 1997 was 3.2%.  Franchisees  typically pay a $10,000                                   
commitment fee, credited against the franchise fee referred to above, during the                                   
development process for a new traditional restaurant.                                                              

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

MULTI-BRANDING                                                                                                     

     TRG  has  developed  a  multi-branding  strategy,  which  allows  a  single                                   
restaurant to offer the consumer distinct, but complementary, brands at the same                                   
restaurant.  Collaborating to offer a broader menu is intended to increase sales                                   
per square foot of facility  space,  a key  measure of return on  investment  in                                   
retail operations. Because lunchtime customers account for the majority of sales                                   
at Arby's restaurants,  TRG seeks  multi-branding  concepts that it expects will                                   
attract higher  breakfast or dinner  traffic.  TRG currently has two multi-brand                                   
concepts:  T.J.  Cinnamons  and p.t.  Noodles.  T.J.  Cinnamons  offers  gourmet                                   
cinnamon rolls,  premium  coffees and related  products.  p.t.  Noodles offers a                                   
variety of Italian and American  dishes based on serving  corkscrew or fettucine                                   
pasta with a variety of different  sauces.  As of December 28, 1997,  127 Arby's                                   
restaurants  were  multi-brand  locations,   including  119  that  offered  T.J.                                   
Cinnamons' products and eight that offered p.t. Noodles' products.                                                 

ADVERTISING AND MARKETING                                                                                          

        TRG  advertises  primarily  through  regional   television,   radio  and                                   
newspapers.  Payment for advertising time and space is made by local advertising                                   
cooperatives  in which  owners  of  local  franchised  restaurants  participate.                                   
Franchisees  contribute 0.7% of gross sales to the Arby's Franchise  Association                                   
("AFA"), which produces advertising and promotion materials for the system. Each                                   
franchisee is also required to spend a reasonable  amount,  but not less than 3%                                   
of its  monthly  gross  sales,  for local  advertising.  This  amount is divided                                   
between the  franchisee's  individual local market  advertising  expense and the                                   
expenses of a cooperative  area advertising  program with other  franchisees who                                   
are operating Arby's restaurants in that area.  Contributions to the cooperative                                   
area advertising  program are determined by the participants  in the  program                                      
and are  generally  in the  range  of 3% to 5% of monthly  gross  sales.  As a                                     
result of the  Restaurant  Sale in May 1997,  TRG's expenditures  for                                              
advertising  and  marketing  in  support  of what  were  then company-owned                                        
restaurants, were approximately $9.0 million in 1997, as compared to                                               
approximately $25.8 million and $22.7 million in 1996 and 1995, respectively.                                      

QUALITY ASSURANCE                                                                                                  

        TRG has  developed  a quality  assurance  program  designed  to maintain                                   
standards  and  uniformity  of the  menu  selections  at each of its  franchised                                   
restaurants.  A full-time quality assurance  employee is assigned to each of the                                   
five  independent  processing  facilities  that  process  roast  beef for Arby's                                   
domestic restaurants. The quality assurance employee inspects the roast beef for                                   
quality and uniformity.  In addition,  a laboratory at TRG's  headquarters tests                                   
samples of roast beef periodically from franchisees.  Each year, representatives                                   
of TRG conduct unannounced  inspections of operations of a number of franchisees                                   
to ensure that Arby's  policies,  practices and procedures  are being  followed.                                   
TRG's  field  representatives  also  provide a variety of  on-site  consultative                                   
services to franchisees.                                                                                           

PROVISIONS AND SUPPLIES                                                                                            

        Arby's  roast beef is  provided  by five  independent  meat  processors.                                   
Franchise  operators  are  required  to obtain  roast  beef from one of the five                                   
approved suppliers.  ARCOP, Inc. ("ARCOP"), a non-profit purchasing cooperative,                                   
negotiates  contracts with approved  suppliers on behalf of Arby's  franchisees,                                   
and has entered into "cost-plus"  contracts with these  suppliers.  TRG believes                                   
that satisfactory arrangements could be made to replace any of the current roast                                   
beef suppliers, if necessary, on a timely basis.                                                                   

        Franchisees  may  obtain  other  products,   including  food,  beverage,                                   
ingredients,  paper goods, equipment and signs, from any source that meets TRG's                                   
specifications  and  approval,   which  products  are  available  from  numerous                                   
suppliers.  Food,  proprietary  paper  and  operating  supplies  are  also  made                                   
available,  through national contracts  employing volume  purchasing,  to Arby's                                   
franchisees through ARCOP.                                                                                         

                   LIQUEFIED PETROLEUM GAS (NATIONAL PROPANE)                                                      

        National Propane, as managing general partner of the Partnership and the                                   
Operating  Partnership,  is engaged  primarily  in (i) the retail  marketing  of                                   
liquefied  petroleum gas ("propane") to residential,  commercial and industrial,                                   
and agricultural customers and to dealers that resell propane to residential and                                   
commercial  customers and (ii) the retail  marketing of propane related supplies                                   
and equipment,  including home and commercial  appliances.  Triarc believes that                                   
the  Partnership  is the sixth  largest  retail  marketer of propane in terms of                                   
volume in the United States.  As of December 28, 1997, the  Partnership  had 159                                   
full  service  centers  supplying  markets  in  24  states.   The  Partnership's                                   
operations are located primarily in the Midwest, Northeast,  Southeast, and West                                   
regions of the United States.                                                                                      

        As noted above, effective as of the close of business on December 28,                                      
1997, Triarc's interest in the Partnership is accounted for utilizing the equity                                   
method.  See "Item 1.  Business -- Deconsolidation of National Propane Master                                      
Limited Partnership."                                                                                              

BUSINESS STRATEGY                                                                                                  

        The  Partnership's   operating  strategy  is  to  increase   efficiency,                                   
profitability  and  competitiveness,  while  better  serving its  customers,  by                                   
building on the efforts it has already undertaken to improve pricing management,                                   
marketing and purchasing.  In addition, the Partnership's  strategies for growth                                   
involve expanding its  operations  and  increasing  its market share through                                       
internal  growth and possibly  through  acquisitions.  The  Partnership  also                                      
intends to continue to expand its business by opening new service centers, known                                   
as  "scratch-starts," in areas where there is relatively little competition.                                       
Scratch-starts typically involve  minimal  startup  costs because the                                              
infrastructure  of the new service center is  developed as the customer  base                                      
expands and the  Partnership  can, in many  circumstances,  transfer  existing                                     
assets,  such  as  storage  tanks  and vehicles,  to the new service center.                                       
During 1997, the Partnership  opened five new  scratch-start   service  centers.                                   
The  Partnership  intends  to  take  two approaches to acquisitions:  (i)                                          
primarily to build on its broad geographic base by  acquiring   smaller,                                           
independent   competitors  that  operate  within  the Partnership's  existing                                      
geographic areas and (ii) to acquire propane businesses in areas in the United                                     
States  outside of its current  geographic  base where it believes  there is                                       
growth  potential.  In 1997 the  Partnership  acquired  eight propane businesses                                   
for an  aggregate  purchase  price  of  approximately  $9.2 million.                                               

PRODUCTS, SERVICES AND MARKETING                                                                                   

        The   Partnership   distributes   its  propane   through  a   nationwide                                   
distribution  network integrating 159 full service centers located in 23 states.                                   
Typically,  service  centers are found in suburban and rural areas where natural                                   
gas is not readily available. Generally, such locations consist of an office and                                   
a warehouse  and  service  facility,  with one or more  18,000 to 30,000  gallon                                   
storage  tanks on the  premises.  Each  service  center is managed by a district                                   
manager and also typically employs a customer service representative,  a service                                   
technician  and one or two bulk  truck  drivers.  However,  new  "scratch-start"                                   
service centers may not have offices,  warehouses or service  facilities and are                                   
typically staffed initially by one or two employees.                                                               

        Retail  deliveries  of propane are usually made to customers by means of                                   
bulk  and  cylinder  trucks.  Propane  is  pumped  from the  bulk  truck  into a                                   
stationary storage tank on the customer's premises.  Typically,  service centers                                   
deliver  propane to most of their  residential  customers at regular  intervals,                                   
based on estimates of such customers' usage,  thereby eliminating the customers'                                   
need to make  affirmative  purchase  decisions.  The  Partnership  also delivers                                   
propane to retail customers in portable cylinders. The Partnership also delivers                                   
propane  to  certain  other  retail  customers,   primarily  dealers  and  large                                   
commercial  accounts,  in larger trucks.  Propane is generally  transported from                                   
refineries,   pipeline   terminals  and  storage   facilities   (including   the                                   
Partnership's  underground  storage  facilities in  Hutchinson,  Kansas and Loco                                   
Hills, New Mexico) to the  Partnership's  bulk plants by a combination of common                                   
carriers, owner-operators, railroad tank cars and, in certain circumstances, the                                   
Partnership's own highway transport fleet.                                                                         

        In 1997 the Partnership served  approximately  250,000 active customers.                                   
No single customer  accounted for 10% or more of the  Partnership's  revenues in                                   
1996 or 1997.  Year-to-year  demand for  propane  is  affected  by the  relative                                   
severity of the winter and other climatic conditions.                                                              

        The Partnership also sells, leases and services equipment related to its                                   
propane distribution  business. In the residential market, the Partnership sells                                   
household  appliances,  such as cooking  ranges,  water heaters,  space heaters,                                   
central furnaces and clothes dryers, as well as barbecue equipment and gas logs.                                   
In the industrial market, the Partnership sells or leases specialized  equipment                                   
for the use of propane as fork lift truck fuel, in metal cutting and atmospheric                                   
furnaces and for portable heating for construction.  In the agricultural market,                                   
specialized  equipment  is leased or sold for the use of propane as engine  fuel                                   
and for chicken  brooding and crop drying.  The sale of  specialized  equipment,                                   
service income and rental income  represented less than 10% of the Partnership's                                   
gross income during 1997.  Parts and appliance  sales,  installation and service                                   
activities  are conducted  through a  wholly-owned  corporate  subsidiary of the                                   
Operating Partnership.                                                                                             

PROPANE SUPPLY AND STORAGE                                                                                         

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

        The  Partnership  purchased  propane  from over 35 domestic and Canadian                                   
suppliers during 1997,  primarily major oil companies and independent  producers                                   
of both gas liquids and oil, and it also  purchased  propane on the spot market.                                   
In 1997,  the  Partnership  purchased  approximately  90% and 10% of its propane                                   
supplies from domestic and Canadian suppliers,  respectively.  Approximately 95%                                   
of all propane  purchases by the Partnership in 1997 were on a contractual basis                                   
(generally,  under  one year  agreements  subject  to annual  renewal),  but the                                   
percentage  of contract  purchases  may vary from year to year as  determined by                                   
National  Propane.  Supply contracts  generally do not lock in prices but rather                                   
provide for pricing in accordance  with posted prices at the time of delivery or                                   
the current prices  established at major storage  points,  such as Mont Belvieu,                                   
Texas and Conway, Kansas. The Partnership is not currently a party to any supply                                   
contracts containing "take or pay" provisions.                                                                     

        Warren Petroleum  Company  ("Warren")  supplied 16% of the Partnership's                                   
propane  in 1997 and Amoco and  Conoco  each  supplied  approximately  10%.  The                                   
Partnership  believes  that if  supplies  from  Warren,  Amoco  or  Conoco  were                                   
interrupted,  it would be able to secure  adequate  propane  supplies from other                                   
sources  without  a  material  disruption  of  its  operations;   however,   the                                   
Partnership  believes that the cost of procuring  replacement  supplies might be                                   
materially higher, at least on a short-term basis.                                                                 

        The  Partnership  owns  underground  storage  facilities in  Hutchinson,                                   
Kansas and Loco Hills,  New Mexico,  leases  property for above  ground  storage                                   
facilities  in  Crandon,  Wisconsin  and  Orlando,  Florida,  and owns or leases                                   
smaller storage  facilities in other locations  throughout the United States. As                                   
of December 28, 1997, the Partnership's total storage capacity was approximately                                   
33.1 million  gallons  (including  approximately  one million gallons of storage                                   
capacity currently leased to third parties).                                                                       

GENERAL                                                                                                            

        TRADEMARKS                                                                                                 

        Triarc and its affiliates  (including the  Partnership and the Operating                                   
Partnership)  own  numerous  trademarks  that are  considered  material to their                                   
business,  including Snapple(R),  Made From The Best Stuff On Earth(R),  Mistic,                                   
Royal Mistic, Mistic Rain Forest,  Mistic Fruit Blast, Fountain Classics(R),  RC                                   
Cola,  Diet RC, Royal  Crown,  Diet Rite,  Nehi,  Upper 10,  Kick,  Arby's,  and                                   
National  PropaneTM.  Cable Car licenses the Stewart's trademark on an exclusive                                   
basis for soft  drinks and  considers  it to be  material  to its  business.  In                                   
addition, TBG considers its finished product and concentrate formulae, which are                                   
not the subject of any patents,  to be trade  secrets.  Pursuant to its standard                                   
franchise agreement,  TRG grants each of its franchisees the right to use Arby's                                   
trademarks, service marks and trade names in the manner specified therein.                                         

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

        COMPETITION                                                                                                

        Triarc's  businesses operate in highly competitive  industries.  Many of                                   
the major competitors in these industries have substantially  greater financial,                                   
marketing, personnel and other resources than does Triarc.                                                         

        TBG's  premium  beverage   products  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  and New Age                                   
beverages.  TBG also  competes  with ready to drink brewed iced tea  competitors                                   
such as Nestea Iced Tea (pursuant to a long-term  license granted by Nestle S.A.                                   
to The Coca-Cola  Company) and Lipton Original Iced Tea  (distributed by a joint                                   
venture  between  PepsiCo,  Inc. and Thomas J. Lipton  Company,  a subsidiary of                                   
Unilever Plc). TBG competes with other beverage  companies not only for consumer                                   
acceptance but also for shelf space in retail outlets and for marketing focus by                                   
distributors, most of which also distribute other beverage brands. The principal                                   
methods of  competition in the beverage  industry  include  product  quality and                                   
taste, brand advertising,  trade and consumer  promotions,  marketing agreements                                   
(including so called calendar marketing agreements),  pricing, packaging and the                                   
development of new products.                                                                                       

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

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

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

        WORKING CAPITAL                                                                                            

        Cable Car's,  Royal Crown's and TRG's working capital  requirements  are                                   
generally met through cash flow from  operations.  Accounts  receivable of Cable                                   
Car and Royal Crown are generally due in 30 days and TRG's franchise royalty fee                                   
receivables are due within 10 days after each month end.                                                           

        Snapple's and Mistic's  working capital  requirements  are generally met                                   
through  cash flow from  operations,  supplemented  by  advances  under a credit                                   
facility  entered  into in  connection  with the  acquisition  of Snapple  which                                   
initially  provided  Snapple and Mistic with a $300 million  term loan  facility                                   
(approximately $296.5 million principal amount outstanding at March 1, 1998) and                                   
an $80 million revolving credit facility (of which  approximately  $35.7 million                                   
was available at March 1, 1998).  Accounts  receivable of Snapple and Mistic are                                   
generally due in 30 days. In addition,  TBG receives extended payment terms with                                   
respect to purchases from one of its preferred suppliers.                                                          

        Working capital requirements for the Operating Partnership are generally                                   
met through cash flow from operations supplemented by advances under a revolving                                   
working  capital  facility which provides the Operating  Partnership  with a $15                                   
million line of credit (of which $9.8  million was  available at March 1, 1998).                                   
Accounts receivable are generally due in 30 days.                                                                  

        GOVERNMENTAL REGULATIONS                                                                                   

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

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

        TRG is subject to regulation by the Federal Trade  Commission  and state                                   
laws governing the offer and sale of franchises and the  substantive  aspects of                                   
the franchisor-franchisee relationship. In addition, TRG franchisees are subject                                   
to the Fair Labor Standards Act and the Americans with  Disabilities  Act, which                                   
requires that all public  accommodations and commercial  facilities meet certain                                   
federal  requirements related to access and use by disabled persons, and various                                   
state laws governing  such matters as minimum wages,  overtime and other working                                   
conditions.                                                                                                        

        National  Propane and the Operating  Partnership  are subject to various                                   
federal,  state and local laws and  regulations  governing  the  transportation,                                   
storage and distribution of propane,  and the health and safety of workers,  the                                   
latter of which are primarily governed by the Occupational Safety and Health Act                                   
and the  regulations  promulgated  thereunder.  On  August  18,  1997,  the U.S.                                   
Department of Transportation  (the "DOT") published its Final Rule for Continued                                   
Operation of the Present  Propane Trucks (the "Final  Rule").  The Final Rule is                                   
intended to address  perceived  risks during the transfer of propane.  The Final                                   
Rule  required  certain  immediate   changes  in  the  Partnership's   operating                                   
procedures including  retrofitting the Operating  Partnership's cargo tanks. The                                   
Partnership,  as well as the National  Propane Gas  Association  and the propane                                   
industry in general,  believe that the Final Rule cannot practicably be complied                                   
with in its current  form.  Accordingly,  on October 15, 1997,  the  Partnership                                   
joined four other multi-state  propane marketers in filing an action against the                                   
DOT in the United  States  District  Court for the Western  District of Missouri                                   
seeking to enjoin enforcement of the Final Rule. On February 13, 1998, the court                                   
preliminary  enjoined  the DOT from  enforcing  the Final Rule pending the final                                   
outcome of the litigation.  At this time, the Partnership  cannot  determine the                                   
likely  outcome  of the  litigation  or  what  the  ultimate  long-term  cost of                                   
compliance with the Final Rule will be.                                                                            

        Except  as  described  herein,  Triarc  is  not  aware  of  any  pending                                   
legislation  that in its view is likely to have a material adverse effect on the                                   
operations of Triarc's subsidiaries.  Triarc believes that the operations of its                                   
subsidiaries  comply  substantially  with all applicable  governmental rules and                                   
regulations.                                                                                                       

        ENVIRONMENTAL MATTERS                                                                                      

        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.   Triarc  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  substantially  with all applicable                                   
environmental laws and regulations. Based on currently available information and                                   
the current reserve levels, Triarc does not believe that the ultimate outcome of                                   
any of the matters  discussed  below will have a material  adverse effect on its                                   
consolidated  financial  position  or  results  of  operations.   See  "Item  7.                                   
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of                                   
Operations -- Liquidity and Capital Resources."                                                                    

        As a result of certain environmental audits in 1991, Southeastern Public                                   
Service  Company,  a subsidiary of Triarc  ("SEPSCO"),  became aware of possible                                   
contamination  by  hydrocarbons  and metals at certain sites used in the ice and                                   
cold storage operations of SEPSCO's former  refrigeration  business.  SEPSCO has                                   
engaged in certain remediation in connection therewith.  Such remediation varied                                   
from  site  to  site,  ranging  from  testing  of  soil  and  ground  water  for                                   
contamination, development of remediation plans and removal in certain instances                                   
of certain  contaminated soils.  Remediation is required at thirteen sites which                                   
were sold to or leased by the purchaser of the ice  operations.  Remediation has                                   
been  completed  on ten of these  sites  and is  ongoing  at three  others.  The                                   
purchaser  of the ice  operations  has  satisfied  its  obligation  to pay up to                                   
$1,000,000 of such remediation costs. Remediation is also required at seven cold                                   
storage sites which were sold to the  purchaser of the cold storage  operations.                                   
Remediation  has been completed at one site, and is ongoing at four other sites.                                   
Remediation is expected to commence on the remaining two sites in 1998 and 1999.                                   
Such  remediation  is being  made in  conjunction  with  such  purchaser  who is                                   
responsible  for the first  $1,250,000  of such costs.  In addition,  there were                                   
fifteen  additional  inactive  properties of the former  refrigeration  business                                   
where  remediation  has been  completed or is ongoing and which have either been                                   
sold or are held for sale  separate  from the sales of the ice and cold  storage                                   
operations.  Of these,  twelve  have been  remediated  at an  aggregate  cost of                                   
$1,035,000  through  December 28, 1997.  In addition,  during the  environmental                                   
remediation  efforts on idle  properties,  SEPSCO became aware of one site which                                   
may require demolition in the future.                                                                              

        In 1997  SEPSCO  undertook  an  environmental  assessment  of a property                                   
located in Fort Myers,  Florida that had previously been used in connection with                                   
SEPSCO's  ice  operations.   As  a  result,   SEPSCO  became  aware  of  certain                                   
petroleum-type  substances  and  metals  in the  soil and  ground  water of such                                   
property.  SEPSCO notified the State of Florida of its findings and the State of                                   
Florida has requested that SEPSCO  undertake  further  investigatory  efforts to                                   
define  the  nature  and  extent  of its  findings.  SEPSCO  believes  that such                                   
substances and metals may also be found on an adjacent property. SEPSCO believes                                   
that the contamination may have occurred prior to its ownership of the property.                                   
A former owner of the property (who also currently  owns the adjacent  property)                                   
has  agreed to  undertake  certain  further  investigation  at its own  expense,                                   
thereby  potentially  minimizing the cost to SEPSCO.  Based on their preliminary                                   
findings,  SEPSCO's  environmental  consultants believe that it may cost between                                   
$200,000 and $250,000 to remediate  the  property.  However,  such  findings are                                   
preliminary and the amount required to remediate the property may vary depending                                   
upon the nature and extent of the  contamination  and the method of  remediation                                   
that is actually required.                                                                                         

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

        In  1993  Royal  Crown  became  aware  of  possible  contamination  from                                   
hydrocarbons in groundwater at two closed facilities. In 1994, hydrocarbons were                                   
discovered  in the  groundwater  at a former  Royal Crown  distribution  site in                                   
Miami, Florida.  Assessment is proceeding under the direction of the Dade County                                   
Department of Environmental  Resources Management to determine the extent of the                                   
contamination.  Remediation has commenced at this site, and management estimates                                   
that total remediation costs (in excess of amounts incurred through December 28,                                   
1997)  will be  approximately  $59,000  depending  on the  actual  extent of the                                   
contamination.  Additionally,  in 1994 the Texas Natural Resources  Conservation                                   
Commission  approved the remediation of hydrocarbons in the groundwater by Royal                                   
Crown at its former  distribution  site in San Antonio,  Texas.  Remediation has                                   
commenced at this site. Management estimates the total cost of remediation to be                                   
approximately $60,000 (in excess of amounts incurred through December 28, 1997),                                   
of which  60-70% is expected to be  reimbursed  by the State of Texas  Petroleum                                   
Storage  Tank  Remediation  Fund.  Royal  Crown  has  incurred  actual  costs of                                   
$714,000, in the aggregate, through December 28, 1997 for these matters.                                           

        In 1987, Graniteville Company ("Graniteville") (the assets of which were                                   
sold to Avondale  Mills,  Inc.  ("Avondale")  in April 1996) was notified by the                                   
South Carolina Department of Health and Environmental  Control (the "DHEC") that                                   
it  discovered  certain  contamination  of Langley  Pond  ("Langley  Pond") near                                   
Graniteville, South Carolina and that Graniteville may be one of the responsible                                   
parties for such contamination.  In 1990 and 1991, Graniteville provided reports                                   
to  DHEC  summarizing  its  required  study  and  investigation  of the  alleged                                   
pollution and its sources which  concluded  that pond  sediments  should be left                                   
undisturbed  and in place and that other less passive  remediation  alternatives                                   
either  provided  no  significant  additional  benefits or  themselves  involved                                   
adverse effects. In 1995,  Graniteville  submitted a proposal regarding periodic                                   
monitoring of the site, to which DHEC  responded  with a request for  additional                                   
information.  Graniteville  provided such  information to DHEC in February 1996.                                   
Triarc is unable to predict at this time what  further  actions,  if any, may be                                   
required in  connection  with  Langley  Pond or what the cost thereof may be. In                                   
addition,  Graniteville  owned a nine  acre  property  in  Aiken  County,  South                                   
Carolina (the "Vaucluse  Landfill"),  which was operated jointly by Graniteville                                   
and Aiken  County as a  landfill  from  approximately  1950 to 1973.  The United                                   
States Environmental Protection Agency conducted an Expanded Site Inspection (an                                   
"ESI") in January 1994 and Graniteville  conducted a supplemental  investigation                                   
in February  1994. In response to the ESI, DHEC  indicated its desire to have an                                   
investigation of the Vaucluse Landfill performed. In August 1995, DHEC requested                                   
that  Graniteville  enter into a consent  agreement to conduct an investigation.                                   
Graniteville  responded  that a consent agreement was  inappropriate considering                                   
Graniteville's  demonstrated  willingness  to  cooperate  with DHEC requests and                                   
asked  DHEC  to  approve  Graniteville's  April, 1995  conceptual  investigation                                   
approach.  Triarc  believes that  Graniteville  and  DHEC  continue to negotiate                                   
regarding the appropriate administrative agreement to govern performance of the                                    
additional  investigation  requested.   The  cost  of  the  study  proposed   by                                   
Graniteville  was estimated in 1995 to be between $125,000 and $150,000.   Since                                   
an investigation has not yet commenced,   Triarc is currently  unable to predict                                   
what further  actions,  if any, will be necessary to remediate the landfill.  In                                   
connection  with the sale of  Graniteville  to Avondale,  the Company has agreed                                   
to  indemnify  Avondale  for  certain  costs  incurred by it in connection  with                                   
the foregoing matters that are in excess of applicable reserves.                                                   

        SEASONALITY                                                                                                

        Triarc's beverage,  restaurant and propane  businesses are seasonal.  In                                   
the beverage and  restaurant  businesses,  the highest sales occur during spring                                   
and summer (April  through  September).  Propane  operations  are subject to the                                   
seasonal influences of weather which vary by region.  Generally,  the demand for                                   
propane  during the six-month  peak heating  season  (October  through March) is                                   
substantially  greater  than  during  the  summer  months at both the retail and                                   
wholesale levels,  and is significantly  affected by climatic  variations.  As a                                   
result of the  deconsolidation  of National  Propane  (see "Item 1.  Business --                                   
Deconsolidation  of  National  Propane  Master  Limited  Partnership"),  it  is                                    
expected that in the future Triarc's  revenues will be highest during the second                                   
and third fiscal quarters of each year.                                                                            

        INSURANCE OPERATIONS                                                                                       

        Historically,   Chesapeake   Insurance   Company  Limited   ("Chesapeake                                   
Insurance"), an indirect wholly-owned subsidiary of Triarc, (i) provided certain                                   
property  insurance  coverage  for Triarc and certain of its former  affiliates;                                   
(ii)  reinsured a portion of certain  insurance  coverage  which Triarc and such                                   
former affiliates maintained with unaffiliated  insurance companies (principally                                   
workers' compensation,  general liability, automobile liability and group life);                                   
and (iii)  reinsured  insurance  risks of  unaffiliated  third  parties  through                                   
various  group  participations.  During the fiscal  year ended  April 30,  1993,                                   
Chesapeake  Insurance ceased writing  reinsurance of risks of unaffiliated third                                   
parties, and during the transition period from May 1, 1993 to December 31, 1993,                                   
Chesapeake  Insurance  ceased  writing  insurance or reinsurance of any kind for                                   
periods beginning on or after October 1, 1993. Chesapeake Insurance continues to                                   
wind down its operations and settle the remaining  existing  insurance claims of                                   
third  parties.  For  information  regarding  Triarc's  insurance  loss reserves                                   
relating to Chesapeake's  operations,  see Note 1 to the Consolidated  Financial                                   
Statements.                                                                                                        

        EMPLOYEES                                                                                                  

        As  of  December  28,  1997,   Triarc  and  its  subsidiaries   employed                                   
approximately 2,000 personnel,  including approximately 1,100 salaried personnel                                   
and  approximately  900 hourly  personnel.  Triarc's  management  believes  that                                   
employee relations are satisfactory.  At December 28, 1997, approximately 200 of                                   
the total of Triarc's  employees were covered by various  collective  bargaining                                   
agreements expiring from time to time from the present through 1999.                                               

ITEM 2. PROPERTIES.                                                                                                

        Triarc  maintains  a large  number  of  diverse  properties.  Management                                   
believes that these properties,  taken as a whole, are generally well maintained                                   
and are adequate for current and foreseeable business needs. The majority of the                                   
properties are owned.  Except as set forth below,  substantially all of Triarc's                                   
materially important physical properties are being fully utilized.                                                 

        Certain information about the major plants and facilities  maintained by                                   
each of Triarc's business segments, as well as Triarc's corporate  headquarters,                                   
as of December 28, 1997 is set forth in the following table:                                                       

                                                                   APPROXIMATE                                     
                                                                   SQ. FT. OF                                      
ACTIVE FACILITIES       FACILITIES-LOCATION         LAND TITLE     FLOOR SPACE                                     
-----------------       -------------------         ----------     -----------                                     
Triarc Corporate                                                                                                   
Headquarters.....       New York, NY                  1 leased         26,600                                      
Beverages........       Concentrate Mfg:                                                                           
                        Columbus, GA                  1 owned         216,000                                      
                        (including office)                                                                         
                        TBG Headquarters                                                                           
                        White Plains, NY              1 leased         53,600                                      
                        Cable Car Headquarters                                                                     
                        Denver, CO                    1 leased          4,200                                      
                        Office/Warehouse Facilities   6 leased        577,000*                                     
                        (various locations)                                                                        
Restaurants......       TRG Headquarters              1 leased         47,300**                                    
                        Ft. Lauderdale, FL                                                                         
Propane..........       Headquarters                  1 leased         17,000                                      
                        159 Full Service Centers    193 owned         550,000                                      
                        105 Storage Facilities       71 leased            ***                                      
                        (various locations                                                                         
                        throughout the                                                                             
                        United States)                                                                             
                        2 Underground storage                                                                      
                        terminals                                                                                  
                        2 Above ground                                                                             
                        storage terminals                                                                          

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

**      Royal Crown subleases approximately 3,500 square feet of this space from                                   
        TRG.                                                                                                       

***     The propane facilities have approximately 33.1 million gallons of                                          
        storage capacity (including approximately one million gallons of storage                                   
        capacity currently leased to third parties).  See "Item 1.  Business --                                    
        Recent Dispositions" and "-- Business Segments -- Liquefied Petroleum                                      
        Gas (National Propane)."                                                                                   

        TRG also owns six and  leases 24  properties  which are leased or sublet                                   
principally  to  franchisees  and has leases for 11 inactive  properties.  Other                                   
subsidiaries  of the Company  also own or lease a few  inactive  facilities  and                                   
undeveloped  properties,  none of which are material to the Company's  financial                                   
condition or results of operations.                                                                                

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

ITEM 3. LEGAL PROCEEDINGS.                                                                                         

        In the fall of 1995, Granada Investments, Inc., Victor Posner ("Posner")                                   
and the three  former  court-appointed  members  of a special  committee  of the                                   
Triarc Board ("the Triarc  Special  Committee")  asserted  claims (the  "Granada                                   
Action")  against Triarc for money damages and declaratory  relief,  and, in the                                   
case of the former  court-appointed  directors,  additional fees. On January 30,                                   
1996, the court held that it had no  jurisdiction  and dismissed all proceedings                                   
in this  matter.  In October  1995,  Triarc  commenced  an action  (the  "Posner                                   
Action")  against  Posner and a Posner  affiliate in the United States  District                                   
Court for the  Southern  District of New York in which it  asserted  breaches by                                   
them of their reimbursement  obligations under a 1995 settlement agreement among                                   
Triarc,  Posner and certain  affiliates of Posner (the "Settlement  Agreement").                                   
The defendants  asserted certain  affirmative  defenses and a counterclaim for a                                   
declaratory  judgment.  On December 11, 1995, Triarc and Chesapeake  commenced a                                   
proceeding in the Bankruptcy  Court under section 1144 of the  Bankruptcy  Code,                                   
naming Posner,  Security  Management  Corporation and APL Corporation ("APL") as                                   
defendants, and naming the official committee of unsecured creditors of APL as a                                   
nominal defendant (the "1144  Proceeding").  In addition,  Triarc and Chesapeake                                   
Insurance  asserted claims (the "APL Bankruptcy  Claims")  against the debtor in                                   
the APL bankruptcy  proceeding  (the "APL  Bankruptcy  Proceeding").  On June 6,                                   
1997,  Triarc  entered  into  a  settlement   agreement  (the  "1997  Settlement                                   
Agreement") with Posner and two affiliated entities (including APL). Pursuant to                                   
the 1997 Settlement Agreement,  among other things, (1) Posner and an affiliated                                   
entity paid a total of $2.5  million to Triarc and  Chesapeake;  (2) the parties                                   
dismissed  with  prejudice  each  of  the  foregoing  actions;  (3)  Triarc  and                                   
Chesapeake  waived the APL Bankruptcy  Claims;  and (4) the parties entered into                                   
releases  with  respect to the claims and  counterclaims  asserted in the Posner                                   
Action,  the  Granada  Action,  the  1144  Proceeding  and  the  APL  Bankruptcy                                   
Proceeding.                                                                                                        

        In  November,  1995,  the Company  commenced an action in New York State                                   
court  alleging  that the three former  court-appointed  directors  violated the                                   
release/agreements  they  executed in March 1995 by seeking  additional  fees of                                   
$3.0  million.  The  action  was  removed  to  federal  court in New  York.  The                                   
defendants  have  filed  a  third-party  complaint  against  Nelson  Peltz,  the                                   
Company's Chairman and Chief Executive Officer, seeking judgment against him for                                   
any amounts recovered by Triarc from them. On December 9, 1996, the court denied                                   
Triarc's motion for summary judgment. Discovery in the action has commenced.                                       

        On June 27, 1996, the three former  court-appointed  directors commenced                                   
an action  against  Nelson Peltz,  Victor Posner and Steven Posner in the United                                   
States  District  Court  for the  Northern  District  of Ohio  seeking  an order                                   
returning the plaintiffs to Triarc's Board of Directors,  a declaration that the                                   
defendants  bear  continuing  obligations  to  refrain  from  certain  financial                                   
transactions  under a  February  9, 1993  undertaking  given by DWG  Acquisition                                   
Group,  L.P., and a declaration  that Mr. Peltz must honor all provisions of the                                   
undertaking.  On May 1, 1997,  the court  transferred  the case to the  Southern                                   
District of New York as a related matter to a pending New York action brought by                                   
the company  against  the three  former  court  appointed  directors  (described                                   
above).  On May  20,  1997,  plaintiffs  filed  a  purported  amended  complaint                                   
asserting  additional  claims  against  each  of  the  defendants.  The  amended                                   
complaint alleges,  among other things, that the defendants conspired to mislead                                   
the United States District Court for the Northern District of Ohio in connection                                   
with the change of control of Triarc in 1993 and the  termination of the consent                                   
decree  pursuant to which  plaintiffs  were initially named to Triarc's Board of                                   
Directors.  The amended  complaint also alleges that Mr. Peltz and Steven Posner                                   
conspired to frustrate collection of amounts owed by Steven Posner to the United                                   
States.  The amended  complaint seeks,  among other relief,  damages against Mr.                                   
Peltz  and  Steven  Posner in an amount  not less  than $4.5  million;  an order                                   
stating that  plaintiffs  must be returned to Triarc's  Board of Directors;  and                                   
rescission  of the 1993  change of  control  transaction.  Mr.  Peltz's  time to                                   
respond to the amended complaint has not yet expired.  In July 1997,  plaintiffs                                   
voluntarily dismissed their claims against Victor Posner without prejudice.                                        

        On February 19, 1996, Arby's Restaurants S.A. de C.V. ("AR"), the master                                   
franchisee of Arby's in Mexico, commenced an action in the civil court of Mexico                                   
against Arby's for breach of contract.  AR alleged that a non-binding letter of                                    
intent dated November 9, 1994 between AR and Arby's constituted a binding                                          
contract  pursuant to which Arby's had obligated itself to repurchase the master                                   
franchise rights from AR for $2.85 million and that Arby's had  breached a                                         
master  development  agreement  between AR and  Arby's.  Arby's commenced  an                                      
arbitration   proceeding  since  the  franchise  and  development agreements                                       
each  provided  that  all  disputes  arising  thereunder  were to be resolved by                                   
arbitration.  In September  1997, the arbitrator  ruled that (i) the November 9,                                   
1994 letter of intent was not a binding contract and (ii) the master development                                   
agreement  was  properly   terminated.   AR  has   challenged  the arbitrator's                                    
decision.  In March 1998, the civil court of Mexico ruled that the November 9,                                     
1994 letter of intent was a binding  contract and ordered  Arby's to pay AR                                        
$2.85 million, plus interest and value added tax. Arby's has appealed the                                          
civil court's decision. Arby's believes that it has a strong basis for an appeal                                   
because,  among other things, the civil court's decision ignored the arbitration                                   
provisions of the franchise and  development  agreements and the language of the                                   
November 9, 1994 letter.  In May 1997, AR commenced an action  against Arby's in                                   
the United States District Court for the Southern  District of Florida  alleging                                   
that (i) Arby's had engaged in fraudulent negotiations with AR in 1994- 1995, in                                   
order to force AR to sell the  master  franchise  rights  for  Mexico  to Arby's                                   
cheaply  and (ii)  Arby's had  tortiously  interfered  with an alleged  business                                   
opportunity  that AR had with a third  party.  Arby's has moved to dismiss  that                                   
action.  Arby's is vigorously contesting AR's various claims and believes it has                                   
meritorious defenses to such claims.                                                                               

        On November 4, 1996,  the  bankruptcy  trustee  appointed in the case of                                   
Prime Capital  Corporation  ("Prime")  (formerly known as  Intercapital  Funding                                   
Resources,  Inc.) made a demand on Chesapeake Insurance and SEPSCO,  seeking the                                   
return of payments  aggregating $5.3 million which Prime allegedly made to those                                   
entities during 1994 and suggesting that litigation  would be commenced  against                                   
SEPSCO and Chesapeake  Insurance if these monies were not returned.  The trustee                                   
commenced avoidance actions against SEPSCO and Chesapeake  Insurance (as well as                                   
actions  against  certain current and former officers of Triarc or their spouses                                   
with respect to payments made  directly to them) in January  1997,  claiming the                                   
payments  to  them  were  preferences  or  fraudulent  transfers.   (SEPSCO  and                                   
Chesapeake  Insurance had entered into separate joint  ventures with Prime,  and                                   
the  payments  at  issue  were  made  in  connection  with  termination  of  the                                   
investments  in such joint  ventures.)  The  bankruptcy  trustee and each of the                                   
defendants  agreed to a  settlement  of the  actions,  which was approved by the                                   
bankruptcy court on November 18, 1997.  Pursuant to the settlement,  on December                                   
5, 1997 SEPSCO and  Chesapeake  Insurance  collectively  returned  approximately                                   
$3,550,000.                                                                                                        

        Snapple and Quaker were defendants in a breach of contract case filed on                                   
April 16,  1997  (prior to Triarc's  acquisition  of  Snapple)  in Rhode  Island                                   
Superior Court by Rhode Island Beverage Packing Company,  L.P. ("RIB").  RIB and                                   
Snapple  disagreed as to whether the co-packing  agreement between them had been                                   
amended to (a) change the end of the term from December 30, 1997 to December 30,                                   
1999 and (b) more than double Snapple's take or pay obligations thereunder.  RIB                                   
set forth various  causes of action in its complaint and sought  reformation  of                                   
the contract,  compliance with promises,  consequential  damages  including lost                                   
profits,  attorney's fees and punitive damages.  On February 11, 1998,  Snapple,                                   
RIB and certain  affiliates of RIB executed a settlement  agreement  relating to                                   
this action and certain other outstanding issues among the parties.  Pursuant to                                   
such  settlement  agreement,  the  foregoing  action  is  to be  dismissed  with                                   
prejudice,  and Snapple is to be released from all claims and counterclaims that                                   
could have been  asserted in the action.  Snapple will also be released from all                                   
of its  obligations  with respect to RIB  (including  an alleged  obligation  to                                   
acquire  the other  outstanding  interests  in RIB for $8  million)  and will be                                   
indemnified and held harmless for any liabilities of RIB (in each case,  subject                                   
to certain  limited  retained  liabilities).  In  consideration  of, among other                                   
things,  the foregoing,  Snapple paid an aggregate of approximately $8.2 million                                   
(which  amount was fully  reserved at the time of the Snapple  acquisition)  and                                   
agreed  to  deliver  to RIB  and the  general  partner  of RIB all of  Snapple's                                   
interests in RIB and such general partner.                                                                         

     On June 3, 1997, ZuZu, Inc.  ("ZuZu") and its subsidiary,  ZuZu Franchising                                   
Corporation  ("ZFC")  commenced an action against  Arby's,  Inc.  ("Arby's") and                                   
Triarc in the District Court of Dallas  County,  Texas.  Plaintiffs  allege that                                   
Arby's  and Triarc  conspired  to steal the ZuZu  Speedy  Tortilla  concept  and                                   
convert  it to their  own use.  ZuZu  seeks  actual  damages  in excess of $70.0                                   
million and punitive  damages of not less than $200.0 million against Triarc for                                   
its alleged  appropriation of trade secrets,  conversion and unfair competition.                                   
Additionally,  plaintiffs  seek  injunctive  relief  against  Arby's  and Triarc                                   
enjoining them from  disclosing or using ZuZu's trade  secrets.  ZFC also made a                                   
demand for arbitration with the Dallas, Texas office of the American Arbitration                                   
Association  ("AAA")  against Arby's  alleging that Arby's had breached a Master                                   
Franchise  Agreement  between  ZFC and  Arby's.  Arby's and Triarc have moved to                                   
dismiss or, in the alternative,  abate the Texas court action on the ground that                                   
a Stock  Purchase  Agreement  between  Triarc and ZuZu required that disputes be                                   
subject to mediation in Wilmington,  Delaware and that any litigation be brought                                   
in the  Delaware  courts.  On July 16,  1997,  Arby's  and  Triarc  commenced  a                                   
declaratory  judgment action against ZuZu and ZFC in Delaware Chancery Court for                                   
New Castle County  seeking a declaration  that the claims in both the litigation                                   
and the arbitration must be subject to mediation in Wilmington, Delaware. In the                                   
arbitration  proceeding,  Arby's has  asserted  counterclaims  against  ZuZu for                                   
unjust  enrichment,  breach of contract and breach of the duty of good faith and                                   
fair  dealing and has  successfully  moved to  transfer  the  proceeding  to the                                   
Atlanta,  Georgia office of the AAA. An arbitrator has been chosen and discovery                                   
is taking place.  The arbitration is expected to commence in April 1998.  Arby's                                   
and Triarc are vigorously  contesting  plaintiffs' claims in both the litigation                                   
and the  arbitration  and believe that  plaintiffs'  various  claims are without                                   
merit.                                                                                                             

     In a related case,  on March 13, 1998 ZuZu  franchisees  Gregg Katz,  Susan                                   
Katz Zweig and ZuZu of Orlando,  LLC commenced an action against  Arby's,  ZuZu,                                   
ZFC and  Triarc in the  Superior  Court of  Fulton  County  Georgia.  Plaintiffs                                   
allege,  in connection with the ZuZu handmade  Mexican food concept and the ZuZu                                   
Speedy  Tortilla  concept,  that,  among other  things,  the various  defendants                                   
breached the  development  and franchise  agreements  between the plaintiffs and                                   
ZuZu,   as  well  as  other  oral   agreements,   made  false   representations,                                   
intentionally  failed to disclose  material  information,  and violated  several                                   
Florida and Texas business opportunity and similar statutes. The plaintiffs seek                                   
actual  damages  of not less  than  $600,000,  consequential  damages,  punitive                                   
damages,  treble  damages and other fees,  costs and expenses.  While Triarc and                                   
Arby's have not yet filed an answer in this action,  they believe the claims are                                   
without merit.                                                                                                     

        On June  25,  1997,  Kamran  Malekan  and  Daniel  Mannion  commenced  a                                   
purported  class and derivative  action against the directors and certain former                                   
directors of the Company (and naming the Company as a nominal  defendant) in the                                   
Delaware Court of Chancery, New Castle County. The plaintiffs in that action and                                   
one related action filed a consolidated  amended complaint on December 15, 1997.                                   
The amended  complaint  alleges that the  defendants  breached  their  fiduciary                                   
duties  and  duties  of good  faith  and fair  dealing  to the  Company  and its                                   
shareholders  in  connection  with the  granting  in 1996 of special  bonuses to                                   
Nelson Peltz and Peter May, and the granting of options to Messrs. Peltz and May                                   
in March 1997.  The amended  complaint  also  alleges  that the granting of such                                   
compensation  breached  promises made to the Company's  shareholders in its 1994                                   
Proxy Statement with respect to the conditions of performance options granted to                                   
Messrs.  Peltz and May, and that defendants  breached their fiduciary  duties to                                   
the Company's  shareholders  in connection  with its 1994 Proxy  Statement.  The                                   
amended complaint seeks,  among other remedies,  rescission of all option grants                                   
to Messrs.  Peltz and May which allegedly contravene the representations made in                                   
the Company's 1994 Proxy Statement;  an order directing Messrs. Peltz and May to                                   
repay to the Company their 1996 special bonuses,  and enjoining  defendants from                                   
awarding or paying compensation to Messrs. Peltz and May in contravention of the                                   
promises  and  representations  made in the 1994 Proxy  Statement;  and an order                                   
directing the defendants to account to the Company for all damages  sustained as                                   
a result of the matters  complained  of. The Company's  present  directors,  and                                   
certain former  directors,  have filed answers generally denying the substantive                                   
allegations  of the amended  complaint.  On January 13,  1998,  the three former                                   
court-appointed directors filed a notice of removal of the action to the federal                                   
district  court.  Plaintiffs  subsequently  dismissed  the claims  against those                                   
defendants voluntarily and moved to remand the action to state court. Two former                                   
directors (Messrs.  Pallot and Prendergast ) have opposed the plaintiff's motion                                   
and have moved to  transfer  the action to the  Southern  District  of New York.                                   
Those motions have not been decided.                                                                               

        On August 13,  1997,  Ruth  LeWinter  and  Calvin  Shapiro  commenced  a                                   
purported  class and  derivative  action  against  certain  current  and  former                                   
directors of the Company (and naming the Company as a nominal  defendant) in the                                   
United  States  District  Court for the  Southern  District of New York which is                                   
substantially  identical to the Maleken action  discussed  above.  On October 2,                                   
1997,  five  former  directors  of Triarc,  who are named as  defendants  in the                                   
LeWinter action (including the three former court-appointed directors), filed an                                   
answer and cross-claims against Triarc and Nelson Peltz. The cross-claims allege                                   
that (1) Mr.  Peltz has  violated  an  Undertaking  and  Agreement  given by DWG                                   
Acquisition  Group,  L.P. on February 9, 1993;  (2) Mr. Peltz has conspired with                                   
Steven Posner to violate a court order prohibiting Mr. Posner from serving as an                                   
officer or  director  of Triarc;  and (3) the  cross-claimants  are  entitled to                                   
indemnification  from  Triarc in the action.  The  cross-claims  seek:  specific                                   
enforcement of an  indemnification  agreement  between the  cross-claimants  and                                   
Triarc;  damages in an unspecified amount in excess of $75,000;  and their costs                                   
and expenses in the action,  including  attorney's fees. On November 3, 1997,                                      
the Company and its current  directors and certain of its former  directors                                        
moved to dismiss or stay the action pending the resolution of the Delaware                                         
action  discussed  above.  On November  26, 1997,  Triarc and Mr.  Peltz moved                                     
to dismiss the  cross-claims asserted  by the  former  directors.  On  February                                    
11,  1998,  the five  former directors moved for an order specifically enforcing                                   
the alleged  indemnification agreements with the Company. The Company has                                          
opposed the motion.  All of the foregoing motions are pending.                                                     

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

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

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

        Triarc held its 1997 Annual Meeting of Shareholders on June 4, 1997. The                                   
matters acted upon by the shareholders at that meeting were reported in Triarc's                                   
quarterly report on Form 10-Q/A for the quarter ended June 29, 1997.                                               

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

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

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

1996                                                                                                               
      FIRST QUARTER ENDED MARCH 31.................    $14 3/8          $10 7/8                                    
      SECOND QUARTER ENDED JUNE 30.................     13 3/8           11 1/2                                    
      THIRD QUARTER ENDED SEPTEMBER 30.............     12 7/8           10                                        
      FOURTH QUARTER ENDED DECEMBER 31.............     12 3/4           10 3/4                                    

1997                                                                                                               
      FIRST QUARTER ENDED MARCH 30.................    $11              $18                                        
      SECOND QUARTER ENDED JUNE 29.................     23 5/8           15 7/8                                    
      THIRD QUARTER ENDED SEPTEMBER 28.............     23 1/8           18                                        
      FOURTH QUARTER ENDED DECEMBER 28.............     25 1/4           17 5/8                                    

     Triarc did not pay any  dividends on its common stock in 1996,  fiscal 1997                                   
or in the current year to date and does not presently anticipate the declaration                                   
of cash dividends on its common stock in the near future.                                                          

     As of March 15,  1998,  there were  5,997,622  shares of  Triarc's  Class B                                   
Common  Stock  outstanding,  all of which  were  owned by  Posner  and an entity                                   
controlled by Posner  (together with Posner,  the "Posner  Entities").  All such                                   
shares of Class B Common Stock can be converted without  restriction into shares                                   
of Class A Common Stock if they are sold to a third party  unaffiliated with the                                   
Posner Entities. Triarc, or its designee, has certain rights of first refusal if                                   
such shares are sold to an  unaffiliated  third party.  There is no  established                                   
public  trading  market  for the Class B Common  Stock.  Triarc  has no class of                                   
equity securities currently issued and outstanding except for the Class A Common                                   
Stock and the Class B Common Stock.                                                                                

     Because Triarc is predominantly a holding company,  its ability to meet its                                   
cash requirements  (including  required  interest and principal  payments on its                                   
indebtedness)  is  primarily  dependent  upon (in  addition  to its  cash,  cash                                   
equivalents   and  short  term   investments   on  hand)  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.  Under the terms                                   
of various indentures and credit arrangements,  Triarc's principal  subsidiaries                                   
(other than Cable Car and  National  Propane)  are  currently  unable to pay any                                   
dividends or make any loans or advances to Triarc. In addition, National Propane                                   
has  agreed  to  forgo  future   distributions   from  the  Partnership  on  its                                   
subordinated  units  ("Subordinated  Distributions")  in order to facilitate the                                   
Partnership's  compliance  with a  covenant  restriction  in its  bank  facility                                   
agreement.  The Partnership will resume paying such  Subordinated  Distributions                                   
when such  payment  will not  impact  compliance  with such  covenant.  National                                   
Propane's agreement will limit the funds that it will have available to dividend                                   
or loan to  Triarc.  See  "Item  7.  Management's  Discussion  and  Analysis  of                                   
Financial   Condition  and  Results  of  Operations  --  Liquidity  and  Capital                                   
Resources" and Note 8 to the Consolidated Financial Statements.                                                    

     On October 13, 1997,  Triarc  announced that its management was authorized,                                   
when and if market  conditions  warranted,  to purchase from time to time during                                   
the twelve month period commencing on the business day following consummation of                                   
the  Stewart's  Acquisition  (i.e.,  November 26, 1997) up to $20 million of its                                   
outstanding Class A Common Stock. In March 1998 such amount was increased to $30                                   
million.  As of March 15, 1998,  Triarc had  repurchased  approximately  138,700                                   
shares  of  Class A Common  Stock at an  aggregate  cost of  approximately  $3.5                                   
million under such repurchase program.                                                                             

     In connection with the issuance by Triarc of the Debentures, on February 9,                                   
1998 Triarc  purchased from Morgan Stanley  1,000,000 shares of Triarc's Class A                                   
Common Stock for an aggregate price of approximately $25.6 million.  See Item 1.                                   
"Business--Issuance of Zero Coupon Convertible Subordinated Debentures."                                           

     As of March 15, 1998, there were  approximately  6,550 holders of record of                                   
Triarc's  Class A Common  Stock and two  holders of record of  Triarc's  Class B                                   
Common Stock.                                                                                                      

ITEM 6.  SELECTED FINANCIAL DATA (1)                                                                               

                             FISCAL      EIGHT MONTHS                                                              
                           YEAR ENDED       ENDED                   YEAR ENDED DECEMBER 31,            YEAR ENDED  
                            APRIL 30,     DECEMBER 31,   ------------------------------------------    DECEMBER 28,
                              1993          1993 (3)         1994            1995           1996         1997 (3)  
                              ----          ----             ----            ----           ----         --------  
                                                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)                       

                                                                                                                   
   Revenues................$1,023,249      $676,908      $1,022,671     $1,142,011    $  928,185      $861,321     
   Operating profit (loss).    24,581  (5)   21,038   (6)    54,446   (7)   23,145  (8)  (17,853)(10)   26,962 (11)
   Loss from continuing                                                                                            
    operations.............   (50,690) (5)  (35,935)  (6)   (10,612)  (7)  (39,433) (8)  (13,698)(10)  (20,553)(11)
   Income (loss) from                                                                                              
    discontinued operations     3,711        (3,095)          4,619          2,439         5,213        20,718     
   Extraordinary items ....    (6,611)         (448)         (2,116)           --         (5,416)       (3,781)    
   Cumulative effect of                                                                                            
    changes in accounting                                                                                          
    principles, net........    (6,388)          --              --             --            --            --      
   Net loss................   (59,978) (5)  (39,478)  (6)    (8,109)  (7)  (36,994) (8)  (13,901)(10)   (3,616)(11)

   Preferred stock dividend                                                                                        
    requirements (2).......      (121)       (3,889)         (5,833)           --            --            --      
   Net loss applicable to                                                                                          
    common stockholders....   (60,099)      (43,367)        (13,942)       (36,994)      (13,901)       (3,616)    
   Loss per share (4):                                                                                             
    Continuing operations..     (1.97)        (1.87)           (.71)         (1.32)         (.46)         (.68)    
    Discontinued operations       .15          (.15)            .20            .08           .18           .69     
    Extraordinary items....      (.26)         (.02)           (.09)           --           (.18)         (.13)    
    Cumulative effect of                                                                                           
      changes in accounting                                                                                        
      principles...........      (.25)          --              --             --            --            --      
    Net loss per share.....     (2.33)        (2.04)           (.60)         (1.24)         (.46)         (.12)    
   Total assets............   907,333       887,380         911,236      1,077,173       831,785     1,004,873     
   Long-term debt..........   488,654       571,350         606,374        758,292       469,154       604,830     
   Redeemable preferred                                                                                            
     stock.................    71,794        71,794          71,794            --   (9)      --           --       
   Stockholders' equity                                                                                            
      (deficit)............   (35,387)      (75,981)        (31,783)        20,650  (9)    6,765        43,988 (12)

   Weighted-average common                                                                                         
    shares outstanding.....    25,808        21,260          23,282         29,764        29,898        30,132     


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

(2)   The Company 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"). The Company
      changed its fiscal year to a calendar  year  consisting  of 52 or 53 weeks
      ending on the Sunday  closest to December 31 effective for the 1997 fiscal
year which commenced January 1, 1997 and ended on December 28, 1997.

(4)   Basic and diluted  loss per share are the same for all  periods  presented
      since all potentially  dilutive  securities would have had an antidilutive
effect for all such periods.                                        

(5)   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.   

(6)   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
      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.          

(7)   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.                                             

(8)   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 $3,331,000 of accelerated  vesting of restricted stock,
      less $1,347,000 of other net credits; and $11,004,000 charged to loss from
      continuing operations representing the aforementioned  $19,331,000 charged
      to operating profit,  $1,000,000 of equity in losses of an investee,  less
      $15,088,000  of net gains  consisting  of  $11,945,000  of gain on sale of
      excess  timberland  and  $3,143,000  of other net gains,  less $339,000 of
      income tax benefit relating to the aggregate of the above charges and plus
      a  $6,100,000  provision  for income tax  contingencies;  and  $15,199,000
      charged to net loss representing the aforementioned $11,004,000 charged to
      loss from  continuing  operations  and  $6,794,000 of equity in losses and
      write-down  of an  investment  in an  investee  included  in  discontinued
operations less $2,599,000 of income tax benefit relating thereto.  

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

(10)  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  relating to the aggregate of the above net credits;
      and  $6,695,000  charged  to  net  loss  representing  the  aforementioned
      $1,279,000  charged to loss from  continuing  operations  and a $5,416,000
extraordinary charge from the early extinguishment of debt.         

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

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

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

INTRODUCTION                                                                    

         This "Management's  Discussion and Analysis of Financial  Condition and
Results  of  Operations"  should be read in  conjunction  with the  consolidated
financial  statements  included herein of Triarc Companies,  Inc.  ("Triarc" or,
collectively with its  subsidiaries,  the "Company").  Certain  statements under
this caption  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations" constitute "forward-looking  statements" under the Reform
Act. See "Special Note Regarding Forward-Looking  Statements and Projections" in
"Part I" preceding "Item 1".                                                    

         Effective  January 1, 1997 the  Company  changed its fiscal year from a
calendar  year to a year  consisting  of 52 or 53  weeks  ending  on the  Sunday
closest to December 31. In accordance therewith,  the Company's 1997 fiscal year
commenced January 1, 1997 and ended on December 28, 1997. As used herein, "1997"
refers to the period  January 1, 1997  through  December 28, 1997 and "1996" and
"1995"  refer  to  the  calendar   years  ended  December  31,  1996  and  1995,
respectively.                                                                   

         The discussion  below  reflects the  operations of C.H.  Patrick & Co.,
Inc. ("C.H.  Patrick"),  formerly included in the Company's textile segment,  as
discontinued  operations as the result of the sale (the "C.H.  Patrick Sale") of
C.H.  Patrick on  December  23,  1997 (see below  under  "Liquidity  and Capital
Resources" for further discussion).                                             

RESULTS OF OPERATIONS                                                           

         Trends affecting the beverage segment in recent years have included the
increased market share of private label beverages,  increased price  competition
throughout  the  industry,  the  development  of  proprietary  packaging and the
proliferation of new products being introduced including "premium" beverages.   

         Trends  affecting  the  restaurant  segment  in  recent  years  include
consistent  growth  of  the  restaurant   industry  as  a  percentage  of  total
food-related  spending,  with the quick service restaurant ("QSR"), or fast food
segment,  in which the Company  operates (see below),  being the fastest growing
segment of the restaurant industry. In addition,  there has been increased price
competition  in the QSR  industry,  particularly  evidenced  by the  value  menu
concept  which offers  comparatively  lower  prices on certain  menu items,  the
combination  meals concept which offers a combination meal at an aggregate price
lower than the  individual  food and beverage  items,  couponing and other price
discounting.  Some QSR's have been adding selected higher-priced premium quality
items to their menus,  which appeal more to adult tastes and recover some of the
margins lost in the discounting of other menu items. However, following the sale
of all of the 355  company-owned  Arby's  restaurants  on May 5,  1997 (the "RTM
Sale") to an affiliate  of RTM,  Inc.  ("RTM"),  the largest  franchisee  in the
Arby's system (see below under "Liquidity and Capital  Resources"),  the effects
of the trends on the restaurant segment are currently limited to their impact on
franchise fees and royalties.                                                   

         Propane,  relative to other forms of energy, is gaining  recognition as
an environmentally superior, convenient, efficient and easy-to-use energy source
in many applications.  The other significant trend affecting the propane segment
in recent years is the energy  conservation  trend,  which from time to time has
negatively  impacted the demand for energy by both  residential  and  commercial
customers.  However,  following  the  December  28,  1997  adoption  of  certain
amendments to the partnership agreements of National Propane Partners, L.P. (the
"Partnership")  and a  subpartnership,  National  Propane,  L.P. (the "Operating
Partnership"),  although  National Propane is the sole managing general partner,
the Company no longer has  substantative  control  over the  Partnership  to the
point  where it now  exercises  only  significant  influence  and,  accordingly,
accounts for its investment in the Partnership on the equity basis. As a result,
the trends  affecting the propane  segment in the future will continue to affect
consolidated  results of operations  through the Company's equity in earnings or
losses of the Partnership.                                                      

1997 COMPARED WITH 1996                                                         

     Revenues  decreased  $66.9 million to $861.3  million for 1997  principally
reflecting  a $157.5  million  decrease  due to the April  29,  1996 sale of the
Company's  textile  business segment other than its specialty dyes and chemicals
business (the "Textile  Business") and a $154.4 million  decrease due to the May
5,  1997  sale  of the  company-owned  stores  of the  restaurant  segment.  The
reduction in revenues as a result of these business  dispositions  was partially
offset by sales in 1997 associated with (i) Snapple Beverage Corp.  ("Snapple"),
a producer  and seller of premium  beverages  acquired by the  Company  from The
Quaker Oats Company  ("Quaker") on May 22, 1997 (the "Snapple  Acquisition")  of
$284.2 million and (ii) Cable Car Beverage Corporation ("Cable Car"), a marketer
of premium  soft  drinks  acquired  by the  Company on  November  25,  1997 (the
"Stewart's  Acquisition")  of $1.3 million (see further  discussion  below under
"Liquidity   and   Capital   Resources").   Aside  from  the  effects  of  these
transactions,  revenues  decreased $40.5 million. A discussion of such change in
revenues by segment is as follows:                                              

          Beverages - Aside from the effects of the Snapple  Acquisition and the
          Stewart's  Acquisition in the 1997 period,  revenues  decreased  $38.9
          million  (12.6%) due to  decreases  in sales of finished  goods ($31.3
          million)  and  concentrate  ($7.6  million).  The decrease in sales of
          finished goods principally reflects (i) the absence in the 1997 period
          of 1996 sales to MetBev, Inc. ("MetBev"),  a former distributor of the
          Company's  beverage products in the New York City  metropolitan  area,
          and a volume decrease in sales of branded  finished  products of Royal
          Crown Company, Inc. ("Royal Crown"), a wholly-owned  subsidiary of the
          Company,  in areas other than those  serviced by MetBev (where in both
          instances  the Company  now sells  concentrate  rather  than  finished
          goods),  (ii) lower sales of premium  beverages  exclusive of Snapple,
          (iii) a volume  decrease in sales of the C&C beverage  line of mixers,
          colas and  flavors  (where the Company  now sells  concentrate  to the
          purchaser of the C&C beverage  line rather than finished  goods),  the
          rights to which  (including the C&C trademark)  were sold in July 1997
          (the "C&C Sale") as described below and (iv) a volume reduction in the
          sales of finished  Royal Crown Premium Draft Cola ("Draft Cola") which
          the Company no longer sells. Sales of concentrate  decreased,  despite
          the shift in sales to  concentrate  from  finished  goods noted above,
          principally  reflecting  (i) a decrease in branded sales due to volume
          declines,  which were  adversely  affected by lower bottler case sales
and (ii) an overall lower average concentrate selling price.

          Restaurants - Aside from the effect on sales of the RTM Sale, revenues
          increased  $6.5 million (4.8%) to $140.4 million due to a $9.0 million
          (15.7%) increase in royalties and franchise fees partially offset by a
          $2.5  million  (3.2%)  decrease in net sales of  company-owned  Arby's
          restaurants  through  the date of the May 5, 1997 RTM  Sale,  compared
          with the  comparable  1996  period.  The  increase  in  royalties  and
          franchise fees is due to (i) incremental royalties of $6.2 million for
          the period  from May 5, 1997  through  December  28, 1997 from the 355
          restaurants  sold to RTM, (ii) a net increase of 69 (2.6%)  franchised
          restaurants  other than from the RTM Sale and (iii) a 1.7% increase in
same-store sales of franchised restaurants.                 

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

     Gross profit (total revenues less cost of sales) increased $68.1 million to
$389.4 million in 1997  reflecting in part gross profit in 1997  associated with
Snapple ($119.9  million) and Cable Car ($0.4 million),  partially offset by the
nonrecurring  1996 gross  profit  associated  with the Textile  Business  ($16.7
million) and the company-owned  Arby's  restaurants sold to RTM ($36.9 million).
Aside from the  effects  of these  transactions,  gross  profit  increased  $1.4
million due to higher  overall gross margins  substantially  offset by the lower
overall  revenues  discussed above. A discussion of the changes in gross margins
by segment,  which increased in the aggregate to 46.7% from 43.4% aside from the
effects of the transactions noted above, is as follows:                         

          Beverages  - Aside from the  effects of the  Snapple  Acquisition  and
          Stewart's  Acquisition in 1997,  margins increased to 56.8% from 54.0%
          principally  due  to the  shift  in  product  mix  to  higher-  margin
          concentrate  sales  compared  with finished  product  sales  discussed
above.                                                      

          Restaurants - Aside from the effect on sales of the RTM Sale,  margins
          increased  to  57.8%  from  44.9%  primarily  due  to (i)  the  higher
          percentage of royalties and franchise fees (with no associated cost of
          sales) to total revenues in 1997 due to the RTM Sale  discussed  above
          and (ii) the absence in 1997 of depreciation  and  amortization on all
          long-lived  restaurant  assets  which had been  written  down to their
          estimated  fair  values  as of  December  31,  1996 and were no longer
    depreciated or amortized through their May 5, 1997 date of sale.

          Propane - Margins  decreased  to 20.9% from 23.4% due to (i) the shift
          in customer  mix to  non-residential  customers  for whom  margins are
          lower and (ii) an increase in  operating  costs  (other than  propane)
which are not variable with revenues within a certain range.

     Advertising,  selling and distribution  expenses increased $42.4 million to
$180.5  million in 1997  reflecting  (a) the  expenses  of  Snapple,  (b) higher
promotional costs related to Mistic Rain Forest Nectars,  a recently  introduced
product line, and (c) other increased  advertising and promotional costs for the
premium  beverages  line  other  than  Snapple,  all  partially  offset by (a) a
decrease  in the  expenses  of the  restaurant  segment  principally  due to the
cessation of local restaurant  advertising and marketing expenses resulting from
the RTM Sale, (b) a decrease in the expenses of the beverage  segment  exclusive
of  Snapple  principally  due to (i) lower  bottler  promotional  reimbursements
resulting from the decline in sales volume,  (ii) the elimination of advertising
expenses for Draft Cola and (iii)  planned  reductions  in  connection  with the
aforementioned  decreases in sales of other Royal Crown and C&C branded finished
products,  and (c)  nonrecurring  expenses  from the 1996 period  related to the
Textile Business sold in April 1996.                                            

     General  and  administrative  expenses  increased  $15.1  million to $143.0
million in 1997 due to (i) the expenses of Snapple,  (ii) a nonrecurring  credit
in  1996  for the  release  of  casualty  insurance  reserves  and  (iii)  other
inflationary increases,  all partially offset by (i) expenses in 1996 related to
the Textile  Business,  (ii) reduced  spending levels related to  administrative
support,  principally  payroll, no longer required for the sold restaurants as a
result of the RTM Sale and  (iii)  reduced  travel  activity  in the  restaurant
segment prior to the RTM Sale.                                                  

     The 1997 facilities  relocation and corporate  restructuring charge of $7.1
million principally consists of employee severance and related termination costs
and employee relocation  associated with restructuring the restaurant segment in
connection with the RTM Sale and, to a lesser extent,  costs associated with the
relocation  (the  "Royal  Crown  Relocation")  of the Fort  Lauderdale,  Florida
headquarters of Royal Crown, which has been centralized in the White Plains, New
York  headquarters  of the Triarc  Beverage Group  (consisting of Mistic Brands,
Inc. ("Mistic"),  a wholly-owned  subsidiary of the Company,  and Snapple).  The
1996 facilities  relocation and corporate  restructuring  charge of $8.8 million
results from (i)  estimated  losses on planned  subleases  (principally  for the
write-off of nonrecoverable unamortized leasehold improvements and furniture and
fixtures)  of  surplus  office  space as a result  of the then  planned  sale of
company-owned  restaurants  and  the  Royal  Crown  Relocation,   (ii)  employee
severance  costs  associated  with the Royal  Crown  Relocation,  (iii) costs of
terminating a beverage distribution agreement, (iv) costs of the shutdown of the
beverage  segment's  Ohio  production  facility and other asset  disposals,  (v)
consultant fees paid associated with combining certain operations of Royal Crown
and Mistic and (vi) costs  related to the then planned  spinoff of the Company's
restaurant/beverage group (see below under "Liquidity and Capital Resources").  

     Acquisition  related costs of $31.8  million in 1997 are  attributed to the
Snapple Acquisition and the Stewart's Acquisition during 1997 and consist of (i)
a write-down of glass front vending  machines  based on the Company's  change in
estimate of their value  considering  the Company's  plans for their future use,
(ii) a  provision  for  additional  reserves  for  legal  matters  based  on the
Company's  change in Quaker's  estimate of the amounts  required  reflecting the
Company's  plans  and  estimates  of  costs to  resolve  such  matters,  (iii) a
provision  for  additional  reserves  for  doubtful  accounts of Snapple and the
effect of the Snapple  Acquisition  on MetBev based on the  Company's  change in
estimate of the related write-off to be incurred, (iv) a provision for fees paid
to Quaker pursuant to a transition  services  agreement  whereby Quaker provided
certain  operating and  accounting  services for Snapple  through the end of the
Company's  second  quarter,  (v)  the  portion  of the  post-acquisition  period
promotional  expenses the Company  estimates  is related to the  pre-acquisition
period as a result  of the  Company's  current  operating  expectations,  (vi) a
provision for certain costs in connection  with the successful  consummation  of
the  acquisition  of  Snapple  and the Mistic  refinancing  in  connection  with
entering  into the Credit  Agreement  (see below  under  "Liquidity  and Capital
Resources"),   (vii)  a  provision  for  costs,   principally   for  independent
consultants,  incurred in connection with the data processing  implementation of
the accounting  systems for Snapple (under Quaker,  Snapple did not have its own
independent  data  processing  accounting  systems),  including  costs  incurred
relating  to an  alternative  system  that was not  implemented  and  (viii)  an
acquisition related sign-on bonus.                                              

     No provision for reduction in carrying value of long-lived  assets impaired
or to be disposed of was required for 1997. The 1996 reduction in carrying value
of  long-lived  assets  impaired or to be disposed of is  discussed  below under
"1996 Compared with 1995".                                                      

     Interest expense was relatively unchanged in 1997,  decreasing $0.6 million
to $71.6  million.  Lower average  levels of debt  reflecting  (a) the full year
effect of 1996 repayments prior to maturity of (i) $191.4 million of debt of the
Textile  Business  in  connection  with its sale on April 29,  1996,  (ii) $34.7
million principal amount of a 9 1/2% promissory note (the "9 1/2% Note") on July
1, 1996 and (iii) $36.0 million principal amount of the Company's 11 7/8% senior
subordinated  debentures  due  February  1, 1998 (the "11 7/8%  Debentures")  on
February  22,  1996 and (b) the 1997  assumption  by RTM of an  aggregate  $69.6
million  of  mortgage  and  equipment  notes  payable  and   capitalized   lease
obligations in connection with the RTM Sale on May 5, 1997,  were  substantially
offset by the effects of borrowings by Snapple (see below under  "Liquidity  and
Capital  Resources")  in  connection  with the May 22, 1997 Snapple  Acquisition
($222.4 million outstanding as of December 28, 1997).                           

     Gain on sale of businesses,  net, of $5.0 million in 1997 consists of (i) a
gain from the receipt by Triarc of distributions from National Propane Partners,
L.P. (the "Partnership"),  a limited partnership 42.7% owned by National Propane
Corporation ("National Propane"),  a wholly-owned  subsidiary of the Company, in
excess  of its  42.7%  equity  in  earnings  of  the  Partnership  (see  further
discussion below under "Liquidity and Capital Resources") and (ii) a gain on the
C&C  Sale,  partially  offset  by a loss  on the  RTM  Sale.  Gain  on  sale  of
businesses,  net of $77.0  million in 1996  resulted from a pretax gain from the
July 1996 sale of a 55.8% interest in the Partnership (such percentage increased
to 57.3% as a result  of the sale of an  additional  0.4  million  common  units
representing  limited  partner  interests (the "Common Units") in November 1996)
partially  offset by (i) a pretax loss on the sale of the Textile  Business  and
(ii) a pretax loss associated with the write-down of MetBev.                    

     Investment  income,  net  increased  $4.7 million to $12.8  million in 1997
principally  reflecting an increase in realized gains on the sales of short-term
investments in 1997 which may not recur in future periods.                      

     Other income (expense), net improved $4.0 million to income of $3.9 million
in 1997  principally due to (i) a reversal of legal fees incurred in prior years
as a result of a cash  settlement  received from Victor Posner  ("Posner"),  the
former Chairman and Chief Executive Officer of the Company,  and an affiliate of
Posner during 1997, (ii) a gain on lease  termination for a portion of the space
no longer required in the Fort Lauderdale  facility due to staff reductions as a
result of the RTM Sale and the Royal Crown Relocation,  (iii) other income,  net
of Snapple since its acquisition in May 1997 consisting principally of equity in
the earnings of investees  and rental income and (iv)  increased  gains on other
asset sales, all partially offset by a provision for a settlement during 1997 in
connection  with the Company's  investment in a joint venture with Prime Capital
Corporation.                                                                    

     The Company's  benefit from income taxes for 1997  represented an effective
rate of 21% which  differs  from the Federal  income tax  statutory  rate of 35%
principally  due to the effect of the  amortization  of  nondeductible  costs in
excess of net assets of  acquired  companies  ("Goodwill").  The  Company  had a
provision  for  income  taxes  in  1996  despite  a  pretax  loss  due  to (i) a
nondeductible  loss on the  sale of the  Textile  Business  associated  with the
write-off of unamortized  Goodwill,  (ii) an additional provision for income tax
contingencies,  (iii) the effect of the amortization of  nondeductible  Goodwill
and (iv) the  effect  of net  operating  losses  for  which no tax  benefit  was
available.                                                                      

     The minority  interests  in net income of a  consolidated  subsidiary  (the
Partnership)  increased $0.4 million to $2.2 million due to the full year effect
in 1997 of the limited partners' 57.3% interests (principally sold in July 1996)
in the net income of the Partnership partially offset by lower net income of the
Partnership  (excluding  an  extraordinary  charge in 1996  which was  allocated
entirely to the Company with no minority  interest).  As discussed further below
under "Liquidity and Capital Resources", effective December 28, 1997 the Company
accounts  for its  interest  in the  Partnership  using  the  equity  method  of
accounting.                                                                     

     Income  from  discontinued  operations  increased  $15.5  million  to $20.7
million in 1997 due to the gain, net of income taxes, on the C.H.  Patrick Sale,
partially offset by lower income from the operations of C.H. Patrick. Such lower
income from operations  principally  reflected the effects of price  competition
pressures and a cyclical  downturn in the denim segment of the textile  industry
in which C.H. Patrick's dyes are used.                                          

     The  extraordinary  charges in 1997 result from (i) the May 1997 assumption
by RTM of mortgage and equipment  notes payable in connection with the RTM Sale,
(ii) the  refinancing  of the bank facility of Mistic and (iii) the repayment of
all borrowings under the credit agreement of C.H. Patrick in connection with its
sale (see "Liquidity and Capital Resources").  The extraordinary  charges in the
1996  period  result  from the early  extinguishment  of (i)  almost  all of the
long-term debt of National  Propane  refinanced in connection with the formation
of the Partnership, (ii) the 9 1/2% Note, (iii) all debt of the Textile Business
and (iv) the 11 7/8% Debentures.                                                

1996 COMPARED WITH 1995                                                         

     Revenues  decreased  $213.8 million to $928.2  million in 1996  principally
reflecting  a $348.2  million  decrease  due to the April  29,  1996 sale of the
Textile  Business  partially  offset by $89.1  million of higher  revenues  from
Mistic reflecting the full year effect of the August 9, 1995 Mistic acquisition.
Aside from the effects of these transactions,  revenues increased $45.3 million.
A discussion of such change by segment is as follows:                           

         Beverages - Revenues  increased  $5.4 million  (3.1%) to $178.1 million
         due to (i) an increase in finished  beverage  product sales (as opposed
         to concentrate) and (ii) a volume increase in private label concentrate
         sales,  both  partially  offset by a decrease  in  branded  concentrate
sales.                                                        

         Restaurants - Revenues increased $15.6 million (5.7%) to $288.3 million
         due to (i) an  increase  in net sales  principally  resulting  from the
         inclusion in 1996 of a full year of net sales for the 85  company-owned
         restaurants  added  in  1995  (net  of  closings)  and an  increase  in
         same-store  sales and (ii) an increase in royalties and franchise  fees
         primarily  resulting  from  a  net  increase  of 90  (3.5%)  franchised
         restaurants,   a  0.8%  increase  in  same-store  sales  of  franchised
         restaurants  and a 2.0%  increase in average  royalty  rates due to the
         declining  significance of older franchise agreements with lower rates,
         the effects of which were  partially  offset by a decrease in franchise
fees resulting from fewer franchise store openings in 1996.   

         Propane - Revenues  increased  $24.3 million  (16.3%) to $173.3 million
         due to the effect of higher selling prices  resulting from passing on a
         portion  of  higher  propane  costs  to  customers  and  higher  volume
         primarily resulting from an increase in gallons sold to non-residential
         customers,  both partially  offset by a decrease in revenues from other
product lines.                                                

     Gross profit  increased $14.6 million to $321.3 million in 1996 principally
reflecting a $33.9 million increase in gross profit from the full year effect in
1996 of Mistic partially  offset by a $28.0 million decrease  principally due to
the nonrecurring  gross profit of the Textile Business for the period from April
29, 1995  through  December  31, 1995  resulting  from its sale.  Aside from the
effects of these transactions, gross profit increased $8.7 million. A discussion
of gross  margins by segment,  which  decreased  in the  aggregate to 39.7% from
41.3% aside from the effects of the transactions noted above, is as follows:    

         Beverages - Margins  decreased to 65.4% from 66.9% due to the increased
         sales of  lower-margin  finished  product noted above and lower average
selling prices for branded concentrate.                       

         Restaurants - Margins increased  to 33.7%  from 33.0%  primarily due to
         lower beef costs and health insurance costs and an improvement in labor
         efficiencies  due  to fewer new store  openings  and  related  start-up
         costs in 1996 versus 1995, the effects of which were  partially  offset
         by a slightly lower percentage of royalties and franchise fees (with no
associated  cost of sales) to total revenues.                 

         Propane - Margins  decreased to 23.4% from 26.8% due to higher  propane
         costs that could not be fully passed  through to customers,  a shift in
         customer mix toward lower-margin  commercial accounts,  slightly higher
         operating  expenses  attributable  to the  increased  cost of fuel  for
         delivery  vehicles and start-up  costs of six new propane plants opened
in the last quarter of 1995 and the first half of 1996.       

     Advertising,  selling and distribution  expenses increased $10.1 million to
$138.1 million in 1996 due to (i) expenses associated with Mistic resulting from
(a) the 1996 full year  effect of its August 1995  acquisition  and, to a lesser
extent, (b) the nonrecurring effect of cooperative advertising reimbursements to
Mistic by  distributors  in 1995  which  program  was  discontinued  in 1996 and
replaced by increased  selling prices and (ii) higher  advertising  costs in the
restaurant  segment  primarily in response to  competitive  pressures,  a larger
company-owned store base and multi-brand restaurant development.  Such increases
were  partially  offset by (i) decreases  related to the beverage  segment other
than  Mistic  reflecting  (a) a net  reduction  in media  spending  for  branded
concentrate  products  and Draft Cola for which there had been  higher  costs in
connection  with its launch in  mid-1995  and (b) lower  beverage  coupon  costs
reflecting reduced bottler  utilization and (ii) a decrease  reflecting the sale
of the Textile Business in April 1996.                                          

     General  and  administrative  expenses  decreased  $13.3  million to $127.9
million in 1996 resulting from lower expenses of the textile  segment  primarily
reflecting  the sale of the Textile  Business and net decreases in the remaining
operations of the Company  principally  reflecting  the effect of cost reduction
efforts and non-recurring  1995 charges including (i) increased  amortization of
restricted  stock reflecting  accelerated  vesting in 1995 of all grants of such
stock and (ii) charges for the closing of certain unprofitable restaurants. Such
decreases were partially offset by higher expenses  resulting from the full year
effect of Mistic in 1996.                                                       

     The  1995 and 1996  reductions  in  carrying  value  of  long-lived  assets
impaired  or to be disposed of result  from the  application  of the  evaluation
measurement  requirements  under  Statement  of Financial  Accounting  Standards
("SFAS") No. 121,  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets  to be  Disposed  Of"  which was  adopted  in 1995.  The 1996
provision of $64.3 million was recorded principally to reduce the carrying value
of certain long-lived assets and certain  identifiable  intangibles to estimated
fair  value  principally  relating  to the  estimated  loss  on the  anticipated
disposal  of  long-lived  assets  in  connection  with the  planned  sale of all
company-owned restaurants.  The reduction in carrying value of long-lived assets
impaired or to be disposed of in the amount of $14.6  million in 1995 reflects a
reduction in the net carrying value of certain  restaurants and other long-lived
restaurant  assets which were  determined  to be impaired and a reduction in the
net carrying value of certain other restaurants and equipment to be disposed of.

     The 1996 facilities  relocation and corporate  restructuring charge of $8.8
million  is  discussed  above.  The  1995  charge  of $2.7  million  principally
reflected severance costs for terminated corporate employees.                   

     Prior to 1995 the Company had fully reserved for secured  receivables  from
Pennsylvania Engineering Corporation ("PEC"), a former affiliate which had filed
for  protection  under the  bankruptcy  code. In 1995 the Company  received $3.0
million  with  respect to amounts  owed to the Company by PEC  representing  the
Company's  allocated  portion  of the  bankruptcy  settlement;  such  amount was
classified  as  "Recovery  of  doubtful  accounts of former  affiliates"  in the
accompanying consolidated statement of operations.                              

     Interest  expense  decreased  $13.1 million to $71.0 million in 1996 due to
lower  average  levels of debt  reflecting  repayments  prior to maturity of (i)
$191.4  million of debt of the Textile  Business in connection  with its sale on
April 29, 1996, (ii) $36.0 million principal amount of the 11 7/8% Debentures on
February 22, 1996 and (iii) $34.7 million principal amount of the 9 1/2% Note on
July 1, 1996, partially offset by the full year effect in 1996 of (i) borrowings
resulting from the Mistic acquisition ($68.7 million  outstanding as of December
31, 1996) and (ii)  financing  for capital  spending at the  restaurant  segment
principally  during the second  through  fourth  quarters of 1995 ($58.4 million
outstanding as of December 31, 1996).                                           

     Gain on sale of  businesses,  net of  $77.0  million  in 1996 is  discussed
above.  Loss on sale of  businesses,  net in  1995 of $0.1  million  reflects  a
write-down of MetBev  substantially  offset by gains related to the sales of the
natural gas and oil businesses.                                                 

     Investment  income,  net  increased  $5.7  million to $8.1  million in 1996
principally  due to  increased  interest  income  from the  Company's  increased
portfolio of cash  equivalents  and debt  securities  as a result of proceeds in
connection  with the sale of (i) the 57.3% interest in the  Partnership and (ii)
the Textile Business.                                                           

     Other  income,  net  decreased  $16.9 million to expense of $0.1 million in
1996  due to  nonrecurring  1995  gains  principally  from  the  sale of  excess
timberland.                                                                     

     The Company's  provision for income taxes for 1996 is discussed  above. The
Company's benefit from income taxes for 1995 represented an effective rate of 6%
which was  significantly  less than the statutory rate  principally due to (i) a
provision  for income  tax  contingencies  relating  to the  examination  of the
Company's income tax returns for the years 1989 through 1992, (ii) nondeductible
amortization  of Goodwill and (iii)  nondeductible  amortization  of  restricted
stock.                                                                          

     Income from discontinued  operations increased $2.8 million to $5.2 million
in 1996 reflecting  nonrecurring 1995 charges of C.H. Patrick  consisting of (i)
equity  in  losses  and  write-off  of an  equity  investment  and (ii) a charge
relating to the settlement of a patent infringement lawsuit, partially offset by
the  effects  of an  increase  in  interest  expense  and  weak  pricing  due to
competitive pressures.                                                          

     The minority  interests in net income of  consolidated  subsidiary  of $1.8
million in 1996  represent the limited  partners'  interest in the net income of
the  Partnership  since the sale of such  interest  in July  1996  (see  further
discussion below under "Liquidity and Capital Resources").                      

     The extraordinary items aggregating a charge of $5.4 million in 1996 result
from the early  extinguishment  of the 11 7/8%  Debentures on February 22, 1996,
all of the debt of the  Textile  Business,  including  its credit  facility,  in
connection  with  its sale on  April  29,  1996,  and  substantially  all of the
long-term debt of National Propane and the 9 1/2% Note in July 1996, and consist
of (i) the write-off of unamortized  deferred  financing  costs and  unamortized
original issue  discount,  (ii) the payment of prepayment  penalties and related
costs and (iii) fees,  partially  offset by (i) discount  from  principal on the
early extinguishment of the 9 1/2% Note and (ii) income tax benefit.            

LIQUIDITY AND CAPITAL RESOURCES                                                 

     Consolidated cash and cash equivalents (collectively "cash") and short-term
investments  decreased $30.3 million during 1997 to $175.6 million of which cash
decreased $24.7 million to $129.5  million.  Such decrease in cash reflects cash
used in (i)  investing  activities  of  $260.6  million  and  (ii)  discontinued
operations  of $23.7  million,  and the  effect  of the  deconsolidation  of the
propane business (the  "Deconsolidation")  of $4.6 million,  partially offset by
cash provided by (i) financing  activities of $210.2  million and (ii) operating
activities of $54.0 million.  The net cash used in investing activities reflects
(i) $311.9 million for the Snapple  Acquisition (see below), (ii) other business
acquisitions  of $6.7 million and (iii) capital  expenditures  of $13.9 million,
partially  offset  by (i) net  proceeds  from  the  C.H.  Patrick  Sale of $64.4
million,  (ii) proceeds from sales of non-core businesses and properties of $4.4
million,  (iii) net sales of  investments of $2.5 million and (iv) other of $0.6
million. The cash used in discontinued and deconsolidated operations principally
reflects the repayment of $31.4 million of C.H.  Patrick's  long-term debt. The 
net cash provided by financing  activities  reflects  proceeds of $314.8 million
from  issuances  of  long-term  debt  including  $300.0  million  of  term  loan
borrowings  principally used to finance the Snapple Acquisition and to refinance
the debt of Mistic  under a new $380.0  million  credit  agreement  (see below),
partially  offset by (i) long-term debt  repayments of $79.0 million,  including
$70.9 million of Mistic's  debt  refinanced  (ii) payment of deferred  financing
costs of $11.5  million,  including  $11.4  million in  connection  with the new
$380.0 million credit agreement and (iii) $14.1 million of distributions paid on
the  common  units  in the  Partnership.  The net  cash  provided  by  operating
activities  principally  reflects non-cash charges of $59.2 million  principally
for depreciation and amortization of $44.3 million and provision for acquisition
related costs, net of payments,  of $24.9 million less the  reclassification  of
income  from   discontinued   operations  to  "Net  cash  used  in  discontinued
operations"  of $20.7  million,  the net loss of $3.6  million  and cash used by
changes in operating  assets and  liabilities of $1.6 million.  The cash used by
changes in operating  assets and liabilities of $1.6 million reflects a decrease
in accounts payable and accrued  expenses of $31.4 million  primarily due to the
paydown of payables and accruals  subsequent  to the RTM Sale and C&C Sale which
related  to those  sold  operations  and a  decrease  in the  propane  segment's
payables  (exclusive of the effect of the  Deconsolidation,  as discussed below)
resulting from lower propane costs and timing of payments,  partially  offset by
(i) a decrease in  receivables  of $17.4 million mainly due to a decrease in the
propane  segment's  receivables  due to the effect of lower  selling  prices and
improved  collections  and a  decrease  in  receivables  of  Snapple  since  its
acquisition  in May 1997 due to seasonally  lower sales volume during the winter
months,  (ii) a decrease in  inventories  of $5.8 million due to the  seasonally
lower  requirements of Snapple and reduced  quantities and unit costs of propane
inventories  at December  28, 1997 and (iii) a decrease in prepaid  expenses and
other current assets of $6.6 million  principally  associated with the write-off
of  promotional  materials  of the  beverage  segment,  prepaid  rent no  longer
applicable as a result of the RTM Sale and the release of restricted  cash.  The
Company expects continued positive cash flows from operations during 1998.      

     Working  capital  (current  assets  less  current  liabilities)  was $130.1
million at December 28, 1997, reflecting a current ratio (current assets divided
by current  liabilities) of 1.6:1.  Such amount represents a decrease in working
capital of $65.1 million from December 31, 1996 reflecting (i) the $30.3 million
decrease  in cash  and  short-term  investments  discussed  above,  (ii) a $22.8
million net  decrease  in working  capital  associated  with the  provision  for
acquisition  related costs, net of payments,  (iii) $7.2 million associated with
the  Deconsolidation and (iv) other of $4.8 million which is net of $1.6 million
of net  increases  in  working  capital  from  changes in  operating  assets and
liabilities  described  above.  The  effects  on  working  capital  of  business
acquisitions and dispositions were mostly offsetting.                           

     In  furtherance of the Company's  growth  strategy,  the Company  considers
selective  business  acquisitions,  as appropriate,  to grow  strategically  and
explores other  alternatives to the extent it has available  resources to do so.
As described below,  during 1997 the Company acquired Snapple for $311.9 million
and Cable Car in exchange for Triarc  class A common  stock  (the"Class A Common
Stock"). In addition,  the propane segment acquired six propane distributors for
an aggregate of $9.2 million including cash of $8.5 million.                    

     On May 22,  1997 the Company  acquired  Snapple,  a producer  and seller of
premium  beverages,  from Quaker for $311.9 million consisting of cash of $300.1
million, $9.3 million of fees and expenses and $2.5 million of deferred purchase
price. The purchase price for the Snapple  Acquisition was funded from (i) $75.0
million of cash and cash equivalents on hand and contributed by Triarc to Triarc
Beverage Holdings Corp. ("TBHC"),  a wholly-owned  subsidiary of the Company and
the parent of Snapple  and  Mistic,  and (ii) $250.0  million of  borrowings  by
Snapple on May 22, 1997 under a $380.0 million credit agreement, as amended (the
"Credit Agreement"), entered into by Snapple, Mistic and TBHC (collectively, the
"Borrowers").                                                                   

     On November 25, 1997 the Company  acquired Cable Car, a marketer of premium
soft drinks in the United States and Canada,  primarily  under the Stewart's (R)
brand. The cost of the Stewart's Acquisition was $40.8 million consisting of (i)
the $37.4 million  value as of November 25, 1997 of 1,566,858  shares of Class A
Common Stock issued in exchange for all of the  outstanding  stock of Cable Car,
(ii) the $2.8  million  value as of November 25, 1997 of 154,931  stock  options
issued in exchange  for all of the  outstanding  stock  options of Cable Car and
(iii) $0.6 million of expenses.                                                 

     On July 18, 1997,  the Company  completed  the C&C Sale  consisting  of its
rights to the C&C beverage line of mixers, colas and flavors,  including the C&C
trademark  and equipment  related to the operation of the C&C beverage  line, to
Kelco Sales & Marketing Inc., for  consideration  of $0.8 million in cash and an
$8.6  million note (the "Kelco  Note") with a  discounted  value of $6.0 million
consisting of $3.6 million relating to the C&C Sale and $2.4 million relating to
future revenues for services to be performed over seven years. The Kelco Note is
due in monthly  installments  of varying amounts of  approximately  $0.1 million
through August 2004.                                                            

     On May 5, 1997 certain  subsidiaries  of the Company sold to RTM all of the
355 company-owned  Arby's  restaurants.  The sales price consisted of cash and a
promissory note  (discounted  value)  aggregating  $3.5 million  (including $2.1
million of post-closing  adjustments)  and the assumption by RTM of mortgage and
equipment notes payable to FFCA Mortgage  Corporation  ("FFCA") of $54.7 million
(the "FFCA Borrowings") and capitalized lease obligations of $14.9 million.  RTM
now  operates the 355  restaurants  as a  franchisee  and pays  royalties to the
Company at a rate of 4% of those restaurants' net sales.                        

     As a result of the RTM Sale, the Company's remaining restaurant  operations
are exclusively  franchising.  The restaurant segment,  without the operation of
the  company-owned  restaurants,  has begun to  experience  and will continue to
benefit from improved cash flow as a result of (i) substantially reduced capital
expenditures,  (ii)  higher  royalty  fees  as a  result  of the  aforementioned
royalties  relating to the  restaurants  sold to RTM and (iii) the  reduction of
operating  costs,  a process  begun in the  second  quarter  and whose full year
effect should be realized in 1998.                                              

     On December 23, 1997 the Company sold the stock of C.H.  Patrick,  its dyes
and  specialty  chemicals  subsidiary,  to The B.F.  Goodrich  Company for $64.4
million in cash, net of estimated  post-closing  adjustments of $3.9 million and
expenses of $3.7  million.  The Company used a portion of such proceeds to repay
all of the  outstanding  long-term  debt of C.H.  Patrick  ($31.4  million)  and
accrued interest thereon ($0.6 million).                                        

     The Credit  Agreement  consists of (i) a $300.0  million  term  facility of
which $225.0 million and $75.0 million of loans (the "Term Loans") were borrowed
by Snapple and Mistic,  respectively,  at the Snapple  Acquisition  date ($222.4
million and $74.1 million,  respectively,  outstanding at December 28, 1997) and
(ii) an $80.0 million  revolving credit line (the "Revolving Credit Line") which
provides for revolving credit loans (the "Revolving  Loans") by Snapple,  Mistic
or TBHC of which $25.0  million and $5.0  million  were  borrowed on the Snapple
Acquisition date by Snapple and Mistic,  respectively.  The Revolving Loans were
repaid  prior to December 28, 1997 and no Revolving  Loans were  outstanding  at
December  28,  1997.  The  aggregate  $250.0  million  borrowed  by Snapple  was
principally  used to fund a  portion  of the  purchase  price for  Snapple.  The
aggregate $80.0 million  borrowed by Mistic was principally used to repay all of
the $70.9 million then outstanding  borrowings under Mistic's former bank credit
facility plus accrued interest  thereon.  The borrowing base for Revolving Loans
is the sum of 80% of eligible accounts receivable and 50% of eligible inventory.
As of December 28, 1997, there was $32.5 million of borrowing availability under
the revolving  credit line in accordance with  limitations due to such borrowing
base. The Term Loans are due $9.5 million in 1998,  $14.5 million in 1999, $19.5
million in 2000,  $24.5 million in 2001, $27.0 million in 2002, $61.0 million in
2003,  $94.0 million in 2004 and $46.5  million in 2005 and any Revolving  Loans
would be due in full in June  2003.  The  Borrowers  must  also  make  mandatory
prepayments in an amount,  if any, equal to 75% of excess cash flow, as defined.
Under the  definition of excess cash flow as of December 28, 1997, the Borrowers
would  have  been  obligated  to make a  mandatory  prepayment  in 1998 of $25.6
million  plus  an  additional  $15.9  million  in  1998  attributable  to  those
acqusition  related  costs which  affect the working  capital  component  of the
excess cash flow calculation.  However, on March 25, 1998 the Borrowers obtained
an  amendment  to the  Credit  Agreement  dated  March  23,  1998  revising  the
definition of excess cash flow for the period May 22, 1997 through  December 28,
1997  resulting  in a reduction  of the  required  prepayment  to $2.8  million.
Accordingly, the $2.8 million the Company is required to pay has been classified
as current portion of long-term debt in the  accompanying  consolidated  balance
sheet at December 28, 1997 and the remaining  $38.7 million that would have been
required to be prepaid  under the prior  definition of excess cash flow has been
classified as non-current long-term debt.                                       

     The $275.0  million  aggregate  principal  amount of 9 3/4% senior  secured
notes due 2000 (the "9 3/4% Senior Notes") of RC/Arby's  Corporation ("RCAC"), a
wholly-owned  subsidiary of Triarc,  mature on August 1, 2000 and do not require
any amortization of the principal amount thereof prior to such date.            

     The Company has $3.8 million and $0.5 million, respectively, as of December
28,  1997 of  remaining  FFCA  mortgage  notes  and  equipment  notes  after the
assumption  of the FFCA  Borrowings.  Such  mortgage  and  equipment  notes  are
repayable in equal monthly installments,  including interest,  over twenty years
and seven years,  through 2016 and 2003,  respectively.  Amounts due under these
notes in 1998 aggregate $0.7 million consisting of $0.6 million to be assumed by
RTM (and  offset  against a  receivable  from RTM for an equal  amount) and $0.1
million to be paid in cash.                                                     

     The  Company  has  a  $40.7  million  loan  due  to  the  Partnership  (the
"Partnership  Loan") which is due in annual  installments of approximately  $5.1
million  commencing  2003  through 2010 and,  accordingly,  does not require any
principal  payments in 1998. The  Partnership  Loan is included in the Company's
long-term debt as of December 28, 1997 as a result of the Deconsolidation.      

     Under the Company's various debt agreements,  substantially all of Triarc's
and its  subsidiaries'  assets other than cash,  short-term  investments and the
assets of Cable Car are pledged as security. In addition,  obligations under (i)
the  9  3/4%  Senior  Notes  have  been   guaranteed   by  RCAC's   wholly-owned
subsidiaries,  Royal Crown and Arby's,  Inc.  (d/b/a Triarc  Restaurant  Group -
"TRG"),  (ii) the $125.0 million of 8.54% first mortgage notes due June 30, 2010
of the  Partnership  and $20.5  million  outstanding  under a $55.0 million bank
credit  facility  (the "Propane  Bank Credit  Facility")  maintained by National
Propane,   L.P.  (the  "Operating   Partnership"),   a  subpartnership   of  the
Partnership,  have been guaranteed by National Propane, a general partner of the
Partnership and (iii) borrowings under loan agreements with FFCA (the "FFCA Loan
Agreements")  including  (a) the FFCA  Borrowings  (approximately  $53.1 million
outstanding  as of December 28,  1997) and (b) $4.3 million of debt  retained by
the Company,  have been guaranteed by Triarc.  As collateral for the guarantees,
all of the stock of Royal Crown and TRG is pledged as well as National Propane's
2% unsubordinated general partner interest (see below).  Although Triarc has not
guaranteed  the  obligations  under the  Credit  Agreement,  all of the stock of
Snapple, Mistic and TBHC is pledged as security for payment of such obligations.
Although  the stock of National  Propane is not pledged in  connection  with any
guarantee of debt obligations,  the 75.7% of such stock owned by Triarc directly
is pledged as security for obligations under the Partnership Loan (see below).  

     Consolidated  capital  expenditures  amounted  to  $13.9  million  in 1997,
including $7.8 million  attributable to the propane segment. The Company expects
that capital  expenditures will approximate $8.8 million during 1998,  exclusive
of those of the  propane  segment  which will not be  consolidated  in 1998 (see
below) and $4.6 million RCAC was  required to reinvest in core  business  assets
pursuant to the indenture  pursuant to which the 9 3/4% Senior Notes were issued
(the  "Senior  Note  Indenture")  as a result of the C&C Sale and certain  other
asset disposals. In addition to capital expenditures,  the Company completed its
purchases of two ownership  interests in corporate aircraft in the first quarter
of 1998 for $3.6  million.  As of December  28,  1997 there were no  outstanding
commitments for such estimated capital  expenditures other than the $4.6 million
reinvestment requirement made in January 1998.                                  

     The Company,  through its  ownership of Snapple,  owned 50% of Rhode Island
Beverage Packing Company, L.P. ("RIB").  Snapple and Quaker were defendants in a
breach  of  contract  case  filed in  April  1997 by RIB,  prior to the  Snapple
Acquisition (the "RIB Matter").  The RIB Matter was settled in February 1998 and
in accordance therewith, among other things, Snapple paid RIB $8.2 million. Such
amount was fully provided for as of December 28, 1997.                          

     The Federal  income tax returns of the  Company  have been  examined by the
Internal Revenue Service (the "IRS") for the tax years 1989 through 1992 and the
IRS has issued  notices of proposed  adjustments  increasing  taxable  income by
approximately  $145.0  million.  The Company has resolved  approximately  $102.0
million of such proposed adjustments and, in connection  therewith,  the Company
paid $5.3 million,  including  interest,  during the fourth  quarter of 1997 and
subsequent  to December  28, 1997 paid an  additional  $8.1  million,  including
interest.   The  Company  intends  to  contest  the  unresolved  adjustments  of
approximately  $43.0  million,  the  tax  effect  of  which  has  not  yet  been
determined, at the appellate division of the IRS and accordingly,  the amount of
any payments required as a result thereof cannot presently be determined.       

     On February 9, 1998 the Company sold zero coupon  convertible  subordinated
debentures  (the  "Debentures")  with a  principal  amount at maturity of $360.0
million to Morgan Stanley & Co.  Incorporated  ("Morgan Stanley") as the initial
purchaser for an offering to  "qualified  institutional  buyers",  which are due
2018 without any  amortization  of the principal  amount required prior thereto.
The Debentures  were issued at a discount of 72.177% from principal and resulted
in proceeds  to the Company of $100.2  million,  before  placement  fees of $3.0
million and other related fees and  expenses.  The net proceeds from the sale of
Debentures were used to purchase  1,000,000  treasury shares (see below) and the
remainder  will be used by Triarc  for  general  corporate  purposes,  which may
include working capital requirements,  repayment or refinancing of indebtedness,
acquisitions and investments. The Debentures are convertible into Class A Common
Stock at a  conversion  rate of 9.465  shares  per  $1,000  principal  amount at
maturity,  which represents an initial conversion price of approximately  $29.40
per share of Class A Common Stock.  The conversion of all of the Debentures into
Class A Common Stock would result in the issuance of 3,407,000 shares of Class A
Common Stock.  The Company has agreed to file a registration  statement with the
Securities  and Exchange  Commission  no later than May 10, 1998 to register the
Debentures  and the Class A Common Stock  issuable  upon any  conversion  of the
Debentures.  Outstanding Debentures will not affect basic earnings per share but
will increase the number of shares  utilized to calculate  diluted  earnings per
share in periods with net income.                                               

     Under a program  originally  announced in October 1997 and amended in March
1998,  the  Company  is  currently  authorized,  when and if  market  conditions
warrant,  to repurchase  until November 1998, up to $30.0 million of its Class A
Common Stock. During 1997 the Company had repurchased 67,200 shares of its Class
A Common Stock at an aggregate cost of $1.6 million and,  subsequent to December
28, 1997, repurchased in January 1998 an additional 71,500 shares of its Class A
Common Stock at an aggregate cost of $1.9 million under this program.  There can
be no assurance  that the Company will  repurchase the full $30.0 million of its
Class A Common Stock authorized under this program. In addition to this program,
subsequent  to December 28, 1997 the Company used a portion of the proceeds from
the sale of the Debentures to purchase  1,000,000 shares of Class A Common Stock
for an aggregate price of $25.6 million from Morgan Stanley.                    

     The Company received quarterly distributions on the Subordinated Units (the
"Subordinated  Distributions") from the Partnership and quarterly  distributions
on  the  Unsubordinated   General  Partners'  Interests  (the  "General  Partner
Distributions")  of $9.5 million and $1.0 million,  respectively,  in 1997.  The
Company  also   received   Subordinated   Distributions   and  General   Partner
Distributions of $2.4 million and $0.2 million,  respectively,  in February 1998
with respect to the fourth quarter of 1997.  However,  the Company has agreed to
forego any  additional  Subordinated  Distributions  in order to facilitate  the
Partnership's  compliance  with a  covenant  restriction  contained  in its bank
facility  agreement.  Accordingly,  the  Company  does not expect to receive any
additional   Subordinated   Distributions   for  the  remainder  of  1998.  Such
Subordinated  Distributions  will be resumed when their  payment will not impact
compliance  with such covenant.  General Partner  Distributions  are expected to
continue  and  should  amount  to  $0.7  million  for  the  remainder  of  1998.
Accordingly,   aggregate   Subordinated   Distributions   and  General   Partner
Distributions  will be  limited  to $3.3  million  in 1998,  including  the $2.6
million received in February 1998.                                              

     As of December 28, 1997,  the  Company's  cash  requirements,  exclusive of
operating cash flow requirements,  for 1998 consist principally of (i) the $25.6
million  used to  repurchase  1,000,000  shares of  treasury  stock from  Morgan
Stanley,  (ii)  capital  expenditures,   including  expenditures  for  ownership
interests in corporate  aircraft,  of  approximately  $17.0 million,  (iii) debt
principal payments  currently  aggregating $13.6 million (including $9.5 million
of  scheduled  repayments  under the Term Loans,  the $2.8  million  accelerated
payment discussed above and $0.1 million under the FFCA Loan  Agreements),  (iv)
the $8.2  million  payment for the RIB  settlement,  (v) the Federal  income tax
payment of $8.1 million made  subsequent to December 28, 1997 resulting from the
IRS  examination  of the  Company's  1989  through  1992  income tax returns and
additional  payments,   if  any,  related  to  the  $43.0  million  of  proposed
adjustments from such examination  being contested and (vi) the cost of business
acquisitions  and  additional  treasury stock  repurchases,  if any. The Company
anticipates  meeting all of such  requirements  through  existing  cash and cash
equivalents  and  short-term  investments  (aggregating  $175.6  million  as  of
December 28, 1997),  cash flows from operations,  net proceeds from the February
1998 sale of Debentures and availability under the Revolving Credit Line.       

TRIARC                                                                          

     Triarc is a holding company whose ability to meet its cash  requirements is
primarily  dependent  upon  its (i) cash and  cash  equivalents  and  short-term
investments   (aggregating  $114.7  million  as  of  December  28,  1997),  (ii)
investment  income on its cash equivalents and short-term  investments and (iii)
cash flows from its subsidiaries  including loans,  distributions  and dividends
(see limitations  below) and reimbursement by certain  subsidiaries to Triarc in
connection  with  the (a)  providing  of  certain  management  services  and (b)
payments under tax-sharing agreements with certain subsidiaries.                

     Triarc's principal  subsidiaries,  other than Cable Car, CFC Holdings Corp.
("CFC Holdings"),  the parent of RCAC, and National  Propane,  are unable to pay
any  dividends  or make any loans or  advances  to Triarc  during 1998 under the
terms of the  various  indentures  and credit  arrangements.  While there are no
restrictions applicable to National Propane,  National Propane is dependent upon
cash flows from the Partnership principally quarterly Subordinated Distributions
and General Partner Distributions  (aggregating $10.5 million for 1997) from the
Partnership (see above for restrictions on paying Subordinated  Distributions in
1998). While there are no restrictions  applicable to CFC Holdings, CFC Holdings
is dependent  upon cash flows from RCAC to pay dividends and, as of December 28,
1997,  RCAC was unable to pay any dividends or make any loans or advances to CFC
Holdings.                                                                       

     Triarc's operating  activities provided $44.4 million of cash flows in 1997
principally  due to $54.5 million of dividends  from  subsidiaries.  Included in
those dividends are a nonrecurring  $40.0 million dividend from C.H. Patrick and
$10.5  million  representing   dividends  from  subsidiaries   provided  by  the
pass-through of Subordinated Distributions and General Partner Distributions. As
set  forth  above  Triarc  has  received   $2.4  million  and  $0.2  million  of
Subordinated Distributions and General Partner Distributions,  respectively,  in
February 1998 but does not anticipate any additional Subordinated  Distributions
for the remainder of 1998. However,  Triarc anticipates higher investment income
in 1998 from its  securities  portfolio as a result of the investment of the net
proceeds from the sale of the Debentures less the $25.6 million utilized for the
repurchase of the  1,000,000  shares of treasury  stock.  As a result of the net
effect of the nonrecurring dividends from subsidiaries and the higher investment
income,  Triarc does not expect its  significant  cash flows from  operations to
recur  in  1998  but  anticipates  operating  cash  flows  to  be  approximately
break-even.                                                                     

     Triarc's  indebtedness  to  subsidiaries  as of December 28, 1997 decreased
$38.6  million to $33.8  million  compared with $72.4 million as of December 31,
1996. Such decrease is a result of excluding the $40.7 million  Partnership Loan
from  indebtedness  of  subsidiaries  as of December 28, 1997 as a result of the
Deconsolidation.  Such  indebtedness  consists  of a $30.0  million  demand note
payable to National  Propane  bearing  interest at 13 1/2%  payable in cash (the
"$30 Million  Note"),  a $2.0 million  demand note to a subsidiary of RCAC and a
$1.8 million  note due to  Chesapeake  Insurance  Company  Limited  ("Chesapeake
Insurance"),  a  wholly-owned  subsidiary of the Company.  While the $30 Million
Note  requires  the  payment of interest in cash,  Triarc  currently  expects to
receive dividends from National Propane equal to such cash interest. Triarc must
pay $0.5  million of principal on the note due to  Chesapeake  Insurance  during
1998;  Triarc's other intercompany  indebtedness  requires no principal payments
during 1998,  assuming no demand is made under the $30 Million Note, and none is
anticipated, or the $2.0 million note payable to a subsidiary of RCAC.          

     Triarc's  principal cash  requirements for 1998 are (i) payments of general
corporate  expenses,  (ii) interest due on the Partnership Loan, (iii) the $25.6
million  repurchase of 1,000,000  shares of treasury stock from Morgan  Stanley,
(iv) the  previously  discussed  Federal income tax payment of $8.1 million made
subsequent  to  December  28, 1997  resulting  from the IRS  examination  of the
Company's 1989 through 1992 income tax returns and additional payments,  if any,
related to the $43.0 million of proposed adjustments from such examination being
contested,  (v) the $4.1 million of capital  expenditures  and  expenditures for
ownership  interests  in  corporate  aircraft  and  (vi)  the  cost of  business
acquisitions and additional  treasury stock repurchases,  if any. Triarc expects
to be able to meet all of its cash  requirements  as  discussed  above  for 1998
through its cash and cash equivalents and short-term investments ($114.7 million
as of December 28, 1997) and the $97.2 million of net proceeds from the February
1998 sale of the Debentures.                                                    

LEGAL AND ENVIRONMENTAL MATTERS                                                 

     The Company is involved in  litigation,  claims and  environmental  matters
incidental  to its  business.  The  Company  has  reserves  for such  legal  and
environmental matters aggregating approximately $10.3 million as of December 28,
1997.  Although the outcome of such matters  cannot be predicted  with certainty
and some of these  may be  disposed  of  unfavorably  to the  Company,  based on
currently available information and given the Company's aforementioned reserves,
the Company does not believe that such legal and environmental matters will have
a material adverse effect on its consolidated results of operations or financial
position.                                                                       

YEAR 2000                                                                       

     The Company has undertaken a study of its functional application systems to
determine  their  compliance  with  year  2000  issues  and,  to the  extent  of
noncompliance, the required remediation. An assessment of the readiness of third
party entities with which the Company has relationships,  such as its suppliers,
customers  and  payroll processor  and others, is  ongoing.  As a result of such
study, the Company believes the majority of its systems are year 2000 compliant.
However,  certain  systems,  which  are  significant  to  the  Company,  require
remediation.  The Company  currently  estimates  it will  complete  the required
remediation by the end of the first half of 1999. The current  estimated cost of
such  remediation is approximately  $2.0 million,  including  computer  software
costs. Such costs, other than software, will be expensed as incurred.           

INFLATION AND CHANGING PRICES                                                   

     Management  believes that  inflation  did not have a significant  effect on
gross  margins  during 1995,  1996 and 1997,  since  inflation  rates  generally
remained at relatively low levels. Historically, the Company has been successful
in  dealing  with  the  impact  of  inflation  to  varying  degrees  within  the
limitations of the competitive environment of each segment of its business.     

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                                       

       In June 1997 the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 130 ("SFAS 130") "Reporting  Comprehensive  Income".  SFAS 130 requires
that all items which are required to be recognized under accounting standards as
components of comprehensive  income be reported in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income is  defined  as the change in the  stockholders'  equity  during a period
exclusive of stockholder investments and distributions to stockholders.  For the
Company, in addition to net income (loss), comprehensive income includes changes
in net unrealized gains (losses) on "available-for-sale" marketable  securities,
unearned compensation and currency translation adjustment. In June 1997 the FASB
also  issued  SFAS No.  131  ("SFAS  131")  "Disclosures  about  Segments  of an
Enterprise  and Related  Information"  which  supersedes  SFAS No. 14 "Financial
Reporting for Segments of a Business  Enterprise".  SFAS 131 requires disclosure
in  the  Company's   consolidated   financial  statements  (including  quarterly
condensed  consolidated  financial  statements)  of  financial  and  descriptive
information  by operating  segment as used  internally  for  evaluating  segment
performance  and  deciding how to allocate  resources to segments.  SFAS 130 and
SFAS 131 are effective for the Company's fiscal year beginning December 29, 1997
(exclusive of the  quarterly  segment data under SFAS 131 which is effective the
following fiscal year) and require  comparative  information for earlier periods
presented.  The application of the provisions of both SFAS 130 and SFAS 131 will
require an additional  financial  statement and may result in changes to segment
disclosures but will not have any effect on the Company's reported  consolidated
financial position and results of operations.                                   

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                           

INDEX TO FINANCIAL STATEMENTS       

                                                                    PAGE

Independent Auditors' Report......................................              
Consolidated Balance Sheets as of December 31, 1996                             
and December 28, 1997..........................................           
Consolidated Statements of Operations for the years                             
ended December 31, 1995 and 1996 and the fiscal                           
year ended December 28, 1997...................................           
Consolidated Statements of Additional Capital for                               
the years ended December 31, 1995 and 1996 and the                        
fiscal year ended December 28, 1997............................           
Consolidated Statements of Cash Flows for the years ended                       
December 31, 1995 and 1996 and the fiscal year ended                        
December 28, 1997...............................................            
Notes to Consolidated Financial Statements........................              

INDEPENDENT AUDITORS' REPORT      

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

         We have audited the accompanying  consolidated balance sheets of Triarc
Companies,  Inc. and  subsidiaries  (the  "Company") as of December 28, 1997 and
December  31,  1996,  and the related  consolidated  statements  of  operations,
additional  capital,  and cash flows for each of the three  fiscal  years in the
period  ended   December  28,  1997.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.                      

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

         In our opinion, such consolidated  financial statements present fairly,
in all material  respects,  the financial position of the Company as of December
28, 1997 and December 31, 1996,  and the results of their  operations  and their
cash flows for each of the three fiscal  years in the period ended  December 28,
1997 in conformity with generally accepted accounting principles.               

                     DELOITTE & TOUCHE LLP

New York, New York                                                              
March 10, 1998                                                                  
(March 25, 1998 as to Note 8)                                                   

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                              TRIARC COMPANIES, INC. AND SUBSIDIARIES                                 
                                    CONSOLIDATED BALANCE SHEETS                                       

                                                                            December 31,  December 28,
                                                                               1996         1997      
                                                                               ----         ----      
                                                                                 (IN THOUSANDS)       
                                     ASSETS                                                           
                                                                                                      
Current assets:                                                                                       
   Cash and cash equivalents ($139,573,000 and $122,131,000)................$ 154,190   $  129,480    
   Short-term investments  (Note 5).........................................   51,711       46,165    
   Receivables, net (Note 6)................................................   70,963       77,882    
   Inventories (Note 6).....................................................   39,585       57,394    
   Assets held for sale (Note 3)............................................   71,116           --    
   Deferred income tax benefit (Note 10)....................................   16,084       38,120    
   Prepaid expenses and other current assets................................   16,068        6,718    
   Net current assets of discontinued operations (Note 17)..................   16,304          --     
                                                                            ---------   ----------    
        Total current assets................................................  436,021      355,759    
Investments (Note 7)........................................................      500       31,449    
Properties, net (Note 6)....................................................   98,968       33,833    
Unamortized costs in excess of net assets of acquired companies (Note 6)....  200,841      279,225    
Trademarks (Note 6).........................................................   57,257      269,201    
Deferred costs and other assets (Note 6)....................................   38,198       35,406    
                                                                            ---------   ----------    
                                                                            $ 831,785   $1,004,873    
                                                                            =========   ==========    

                               LIABILITIES AND STOCKHOLDERS' EQUITY                                   

Current liabilities:                                                                                  
   Current portion of long-term debt (Notes 8 and 9)........................$  91,067   $   14,182    
   Accounts payable ........................................................   50,431       63,237    
   Accrued expenses (Note 6)................................................   99,348      148,254    
                                                                            ---------   ----------    
        Total current liabilities...........................................  240,846      225,673    
Long-term debt (Notes 8 and 9)..............................................  469,154      604,830    
Deferred income taxes (Note 10).............................................   35,943       92,577    
Deferred income and other liabilities.......................................   28,444       37,805    
Minority interests (Note 3).................................................   33,724          --     
Net non-current liabilities of discontinued operations (Note 17)............   16,909          --     
Commitments and contingencies (Notes 10, 19, 20 and 21)                                               
Stockholders' equity (Note 11):                                                                       
   Class A common stock, $.10 par value; authorized 100,000,000 shares,                               
         issued 27,983,805 and 29,550,663 shares ...........................    2,798        2,955    
   Class B common stock, $.10 par value; authorized 25,000,000 shares,                                
         issued 5,997,622 shares............................................      600          600    
   Additional paid-in capital...............................................  161,170      204,291    
   Accumulated deficit...................................................... (111,824)    (115,440)   
   Less Class A common stock held in treasury at cost; 4,097,606 and                                  
         3,951,265 shares...................................................  (46,273)     (45,456)   
   Other....................................................................      294       (2,962)   
                                                                            ---------   ----------    
         Total stockholders' equity ........................................    6,765       43,988    
                                                                            ---------   ----------    
                                                                            $ 831,785   $1,004,873    
                                                                            =========   ==========    

                   See accompanying notes to consolidated financial statements.                       
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                              TRIARC COMPANIES, INC. AND SUBSIDIARIES                            
                               CONSOLIDATED STATEMENTS OF OPERATIONS                             

                                                         Year Ended December  31,    Year Ended  
                                                         ------------------------    December 28,
                                                           1995            1996         1997     
                                                           ----            ----         ----     
                                                          (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                                                                                                 
Revenues:                                                                                        
  Net sales..........................................   $ 1,086,180    $  870,856    $   794,790 
  Royalties, franchise fees and other revenues.......        55,831        57,329         66,531 
                                                        -----------    ----------    ----------- 
                                                          1,142,011       928,185        861,321 
                                                        -----------    ----------    ----------- 
Costs and expenses:                                                                              
  Cost of sales (Note 6).............................       835,367       606,913        471,937 
  Advertising, selling and distribution (Note 1).....       127,954       138,088        180,529 
  General and administrative.........................       141,247       127,937        143,003 
  Reduction in carrying value of long-lived assets                                               
     impaired or to be disposed of (Note 3)..........        14,647        64,300            --  
  Facilities relocation and corporate restructuring                                              
     (Note 12).......................................         2,700         8,800          7,075 
  Acquisition related (Note 13)......................           --            --          31,815 
  Recovery of doubtful accounts from former                                                      
     affiliates (Note 22)............................        (3,049)          --             --  
                                                        -----------    ----------    ----------- 
                                                          1,118,866       946,038        834,359 
                                                        -----------    ----------    ----------- 
        Operating profit (loss)......................        23,145       (17,853)        26,962 
Interest expense ....................................       (84,126)      (71,025)       (71,648)
Gain (loss) on sale of businesses, net (Note 14).....          (100)       77,000          4,955 
Investment income, net (Note 15).....................         2,324         8,069         12,771 
Other income (expense), net (Note 16)................        16,781          (126)         3,870 
                                                        -----------    ----------    ----------- 
        Loss from continuing operations before                                                   
           income taxes and minority interests.......       (41,976)       (3,935)       (23,090)
Benefit from (provision for) income taxes (Note 10)..         2,543        (7,934)         4,742 
Minority interests in income of a consolidated                                                   
    subsidiary (Note 3)..............................           --         (1,829)        (2,205)
                                                        -----------    ----------    ----------- 
        Loss from continuing operations..............       (39,433)      (13,698)       (20,553)
Income from discontinued operations (Note 17)........         2,439         5,213         20,718 
                                                        -----------    ----------    ----------- 
        Income (loss) before extraordinary items.....       (36,994)       (8,485)           165 
Extraordinary items (Note 18)........................            --        (5,416)        (3,781)
                                                        -----------    ----------    ----------- 
        Net loss.....................................   $   (36,994)   $  (13,901)   $    (3,616)
                                                        ===========    ==========    =========== 
Loss per share (Note 4):                                                                         
        Continuing operations........................   $     (1.32)   $     (.46)   $      (.68)
        Discontinued operations......................           .08           .18            .69 
        Extraordinary items..........................           --           (.18)          (.13)
                                                        -----------    ----------    ----------- 
        Net loss.....................................   $     (1.24)   $     (.46)   $      (.12)
                                                        ===========    ==========    =========== 

                      See  accompanying  notes to consolidated financial statements              
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                     TRIARC COMPANIES, INC. AND SUBSIDIARIES                                                                 
                  CONSOLIDATED STATEMENTS OF ADDITIONAL CAPITAL                                                              

                                                                                     YEAR ENDED DECEMBER 31,     YEAR ENDED  
                                                                                     ----------------------      DECEMBER 28,
                                                                                      1995             1996         1997     
                                                                                      ----             ----         ----     
                                                                                                  (IN THOUSANDS)             
                                                                                                                             
Additional paid-in capital:                                                                                                  
   Balance at beginning of year....................................................$    79,497   $    162,020   $   161,170  
   Common stock issued (Note 11):                                                                                            
       Excess of fair value over par value,  net of expenses,  from  issuance of                                             
         common shares in connection with the Posner Settlement (Note 11) in                                                 
         1995 and the Stewart's acquisition in 1997 (Note 3).......................     11,915            --         36,602  
       Excess (deficiency) of exercise prices for options or fair value for                                                  
         restricted  stock of shares  issued from  treasury over average cost of                                             
         treasury shares in connection with:                                                                                 
             Exercises of stock options ...........................................        --              (5)           82  
             Grants of restricted stock............................................         (8)           --            --   
       Excess of book  value of  redeemable  preferred  stock  over par value of                                             
         common stock issued upon conversion in connection with the Posner                                                   
         Settlement (Note 11)......................................................     71,296            --            --   
       Other issuances.............................................................         17              7            41  
   Fair value of stock options issued in Cable Car acquisition (Note 3)............        --             --          2,788  
   Excess of fair value at date of grant of common shares over the option                                                    
       price for stock options granted (forfeited) (Note 11).......................       (588)          (852)        2,413  
   Tax benefit from exercises of stock options (Note 11)...........................        --             --            613  
   Equity in  excess  of fair  value at date of grant  of  partnership  units of                                             
       propane subsidiary over the option price for unit options granted                                                     
       (Note 11)...................................................................        --             --            582  
   Other...........................................................................       (109)           --            --   
                                                                                   -----------   ------------   -----------  
   Balance at end of year..........................................................$   162,020   $    161,170   $   204,291  
                                                                                   ===========   ============   ===========  

Accumulated deficit:                                                                                                         
   Balance at beginning of year....................................................$   (60,929)  $    (97,923)  $  (111,824) 
   Net loss........................................................................    (36,994)       (13,901)       (3,616) 
                                                                                   -----------   ------------   -----------  
   Balance at end of year..........................................................$   (97,923)  $   (111,824)  $  (115,440) 
                                                                                   ===========   ============   ===========  

Treasury stock (Note 11):                                                                                                    
   Balance at beginning of year....................................................$   (45,473)  $    (45,931)  $   (46,273) 
   Purchases of common shares in open market transactions..........................       (489)          (496)       (1,594) 
   Issuance of shares from treasury at average cost in connection with:                                                      
       Exercises of stock options..................................................        --             113         2,351  
       Grants of restricted stock..................................................         76            --            --   
   Other...........................................................................        (45)            41            60  
                                                                                   -----------   ------------   -----------  
   Balance at end of year..........................................................$   (45,931)  $    (46,273)  $   (45,456) 
                                                                                   ===========   ============   ===========  

Other (Note 11):                                                                                                             
   Unearned compensation:                                                                                                    
       Balance at beginning of year................................................$    (7,416)  $     (1,013)  $      (305) 
       Forfeiture (grant) of below market stock options including equity in                                                  
         (grant) of units of propane subsidiary (Note 11)..........................        319            219        (3,270) 
       Amortization of below market stock options including equity in                                                        
         amortization associated with options of propane subsidiary (Note 11)              761            489         1,592  
       Grants of restricted stock..................................................        (68)           --            --   
       Amortization of restricted stock (Note 11)..................................      5,281            --            --   
       Other.......................................................................        110            --            --   
                                                                                   -----------   ------------   -----------  
       Balance at end of year......................................................     (1,013)          (305)       (1,983) 
                                                                                   -----------   ------------   -----------  
   Net unrealized gains (losses) on  "available-for-sale"  marketable securities                                             
     (Note 5):                                                                                                               
       Balance at beginning of year ...............................................       (260)            99           599  
       Unrealized gains (losses) for the year......................................        359            500        (1,336) 
                                                                                   -----------   ------------   -----------  
       Balance at end of year......................................................         99            599          (737) 
                                                                                   -----------   ------------   -----------  
   Currency translation adjustment:                                                                                          
       Balance at beginning of year................................................        --             --            --   
       Net change in currency translation adjustment...............................        --             --           (242) 
                                                                                   -----------   ------------   -----------  
       Balance at end of year......................................................        --             --           (242) 
                                                                                   -----------   ------------   -----------  
                                                                                   $      (914)  $        294   $    (2,962) 
                                                                                   ===========   ============   ===========  

                           See  accompanying  notes to consolidated financial statements                                     
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                     TRIARC COMPANIES, INC. AND SUBSIDIARIES                                                                     
                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                      

                                                                                   YEAR ENDED DECEMBER 31,          YEAR ENDED   
                                                                                  ------------------------          DECEMBER 28, 
                                                                                   1995                1996             1997     
                                                                                   ----                ----             ----     
                                                                                                 (IN THOUSANDS)                  
                                                                                                                                 
Cash flows from operating activities:                                                                                            
   Net loss................................................................  $    (36,994)       $     (13,901)  $        (3,616)
   Adjustments to reconcile net loss to net cash                                                                                 
     provided by operating activities:                                                                                           
       Provision for acquisition related costs, net of payments............           --                    --            24,883 
       Amortization of costs in excess of net assets of acquired                                                                 
         companies, trademarks and other amortization......................        17,100               16,237            21,661 
       Depreciation and amortization of properties.........................        37,884               29,587            17,658 
       Reduction in carrying value of long-lived assets....................        14,647               64,300               --  
       Amortization of original issue discount and deferred                                                                      
         financing costs ..................................................         7,558                5,733             5,014 
       Write-off of deferred financing costs and in 1996 original                                                                
         issue discount....................................................           --                12,245             6,178 
       Discount from principal on early extinguishment of debt.............           --                (9,237)              --  
       Provision for doubtful accounts.....................................         4,659                5,680             5,003 
       Income from discontinued operations.................................        (2,439)              (5,213)          (20,718)
       (Gain) loss on sale of businesses...................................           100              (77,000)           (4,955)
       (Gain) loss on sale of assets, net..................................       (10,261)                  36            (1,051)
       Other, net..........................................................        (1,564)               2,792             5,499 
       Changes in operating assets and liabilities:                                                                              
             Decrease (increase) in receivables............................       (13,636)              (6,290)           17,423 
             Decrease (increase) in inventories............................         2,184              (17,562)            5,814 
             Decrease in prepaid expenses and other current assets.........         2,094                  786             6,618 
             Increase (decrease) in accounts payable and accrued                                                                 
               expenses ...................................................        (9,087)              22,022           (31,400)
                                                                             ------------        -------------   --------------- 
                   Net cash provided by operating activities...............        12,245               30,215            54,011 
                                                                             ------------        -------------   --------------- 
Cash flows from investing activities:                                                                                            
   Acquisition of Mistic Brands, Inc., net of cash acquired of                                                                   
     $2,067,000 in 1995 and Snapple Beverage Corp. in 1997.................       (92,257)                  --          (311,915)
   Other business acquisitions, net of cash acquired of $2,409,000                                                               
     in 1997...............................................................       (18,947)              (4,018)           (6,721)
   Net proceeds from sale of the dyes and specialty chemicals                                                                    
     business..............................................................           --                    --            64,410 
   Net proceeds from the sale of the textile business .....................           --               236,824               --  
   Proceeds from sales of non-core businesses and properties...............        19,596                2,183             4,370 
   Cost of short-term investments purchased ...............................       (27,490)             (64,409)          (54,623)
   Proceeds from short-term investments sold ..............................        29,805               21,598            62,919 
   Capital expenditures ...................................................       (68,576)             (29,340)          (13,906)
   Cost of non-current investments ........................................        (6,340)                 --             (5,750)
   Other...................................................................           --                  (376)              592 
                                                                             ------------        -------------   --------------- 
                   Net cash provided by (used in) investing                                                                      
                      activities...........................................      (164,209)             162,462          (260,624)
                                                                             ------------        -------------   --------------- 
Cash flows from financing activities:                                                                                            
   Proceeds from long-term debt ...........................................       208,871              129,026           314,762 
   Repayments of long-term debt ...........................................       (31,263)            (412,051)          (78,993)
   Restricted cash (from the proceeds of) used to repay                                                                          
     long-term debt........................................................       (30,000)              30,000              --   
   Distributions paid on propane partnership common units..................           --                (3,309)          (14,073)
   Deferred financing costs................................................        (9,244)              (7,299)          (11,479)
   Net proceeds from sale of partnership units in the propane                                                                    
     subsidiary ...........................................................           --               124,749              --   
   Other...................................................................        (1,226)                (438)              (54)
                                                                           --------------       --------------    -------------- 
                    Net cash provided by (used in) financing                                                                     
                      activities...........................................        137,138            (139,322)          210,163 

Net cash provided by (used in) continuing operations.......................        (14,826)             53,355             3,550 
Net cash provided by (used in) discontinued operations.....................         (1,038)             36,788           (23,644)
Decrease in cash due to deconsolidation of propane business................            --                  --             (4,616)
                                                                           ---------------      --------------    -------------- 
Net increase (decrease) in cash and cash equivalents.......................        (15,864)             90,143           (24,710)
Cash and cash equivalents at beginning of period...........................         79,911              64,047           154,190 
                                                                           ---------------      --------------    -------------- 
Cash and cash equivalents at end of period ................................$        64,047      $      154,190    $      129,480 
                                                                           ===============      ==============    ============== 

Supplemental  disclosures of cash flow information:                                                                              
  Cash paid during the period or:                                                                                                
        Interest...........................................................$        73,286      $       66,537    $       63,823 
                                                                           ===============      ==============    ============== 
        Income taxes, net..................................................$         6,911      $        1,529    $        5,688 
                                                                           ===============      ==============    ============== 

Supplemental schedule of noncash investing and financing activities:                                                             
       Total capital expenditures..........................................$        69,822      $       29,581    $       13,906 
       Amounts representing capitalized leases and other                                                                         
         secured financing.................................................         (1,246)               (241)             --   
                                                                           ---------------      --------------    -------------- 
       Capital expenditures paid in cash...................................$        68,576      $       29,340    $       13,906 
                                                                           ===============      ==============    ============== 


       Due to their  noncash  nature,  the following  transactions  are also not
reflected in the respective consolidated statements of cash flows:              

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

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

      Pursuant to a settlement agreement, in January 1995 Triarc Companies, Inc.
("Triarc")  issued  4,985,722 shares of its Class B Common Stock in exchange for
all of its then outstanding  redeemable  convertible preferred stock owned by an
affiliate of Victor Posner, the former Chairman and Chief Executive Officer of a
predecessor  corporation  to  Triarc  ("Posner"),  resulting  in a  decrease  in
redeemable preferred stock of $71,794,000 and equal aggregate increases in Class
B Common  Stock of  $498,000  and  additional  paid-in  capital of  $71,296,000.
Further,  an  additional  1,011,900  shares  of Class B Common  Stock  valued at
$12,016,000  were  issued to  entities  controlled  by Posner  pursuant  to such
agreement  in  settlement  of, among other  matters,  a  $12,326,000  previously
accrued  liability  owed  to an  affiliate  of  Posner,  resulting  in a gain of
$310,000.  See Note 11 to the  consolidated  financial  statements  for  further
discussion.                                                                     

See accompanying notes to consolidated financial statements.

 TRIARC COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 28, 1997

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

PRINCIPLES OF CONSOLIDATION                                                     

       The  consolidated  financial  statements  include the  accounts of Triarc
Companies,  Inc.  (referred  to herein as "Triarc"  and,  collectively  with its
subsidiaries,  as the "Company") and its principal  subsidiaries.  The principal
subsidiaries  of the Company,  all  wholly-owned  as of December  28, 1997,  are
Triarc Beverage  Holdings Corp.  ("TBHC" - newly-formed  in 1997),  CFC Holdings
Corp. ("CFC Holdings"), National Propane Corporation ("National Propane"), Cable
Car Beverage  Corporation  ("Cable Car" - acquired November 25, 1997), TXL Corp.
("TXL") and  Southeastern  Public Service  Company  ("SEPSCO").  TBHC has as its
wholly-owned  subsidiaries Snapple Beverage Corp.  ("Snapple" - acquired May 22,
1997) and Mistic Brands, Inc. ("Mistic" - acquired August 9, 1995). CFC Holdings
has  as its  wholly-owned  subsidiaries  Chesapeake  Insurance  Company  Limited
("Chesapeake Insurance") and RC/Arby's Corporation ("RCAC"), and RCAC has as its
principal  wholly-owned  subsidiaries Royal Crown Company,  Inc. ("Royal Crown")
and Arby's, Inc. (d/b/a Triarc Restaurant Group - "TRG"). Additionally, RCAC has
three  wholly-owned  subsidiaries  which,  prior  to the  May  1997  sale of all
company-owned restaurants, owned and/or operated Arby's restaurants,  consisting
of Arby's Restaurant Development Corporation ("ARDC"), Arby's Restaurant Holding
Company ("ARHC") and Arby's Restaurant Operations Company.  National Propane and
its subsidiary  National  Propane SGP Inc. ("SGP") own a combined 42.7% interest
in National Propane Partners,  L.P. (the  "Partnership"),  a limited partnership
organized in 1996 to acquire,  own and operate the propane  business of National
Propane, and a subpartnership. National Propane and SGP are the general partners
of the  Partnership.  The entity  representative  of both the  operations of (i)
National Propane prior to a July 2, 1996 conveyance of certain of its assets and
liabilities (see Note 3) to a subsidiary partnership of the Partnership and (ii)
the Partnership  subsequent  thereto,  is referred to herein as "National".  TXL
owned C.H.  Patrick & Co., Inc.  ("C.H.  Patrick") prior to its sale on December
23, 1997 and  operated  the Textile  Business  (see Note 3) prior to the sale of
such  business  in  April  1996.  All  significant   intercompany  balances  and
transactions have been eliminated in consolidation.  See Note 3 for a discussion
of  the  acquisitions  and  dispositions  referred  to  above.  See  Note  7 for
discussion of the  deconsolidation  (the  "Deconsolidation")  of the Partnership
effective December 28, 1997.                                                    

CHANGE IN FISCAL YEAR                                                           

       Effective  January 1, 1997 the  Company  changed  its fiscal  year from a
calendar  year to a year  consisting  of 52 or 53  weeks  ending  on the  Sunday
closest to December 31. In accordance therewith,  the Company's 1997 fiscal year
commenced  January  1, 1997 and  ended on  December  28,  1997.  Such  period is
referred to herein as "the year ended December 28, 1997" or "1997". December 28,
1997 and  December  31,  1996 are  referred  to  herein as  "Year-End  1997" and
"Year-End 1996", respectively.                                                  

CASH EQUIVALENTS                                                                

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

SHORT-TERM INVESTMENTS                                                          

      Short-term   investments   include  marketable   securities  with  readily
determinable  fair values and  investments  in equity  securities  which are not
readily  marketable.  The Company's  marketable  securities  are  classified and
accounted for as "available-for-sale"  and, as such, are reported at fair market
value with  resulting  net  unrealized  gains or losses  reported  as a separate
component of stockholders'  equity.  Investments in equity  securities which are
not readily  marketable are accounted for at cost.  The cost of securities  sold
for all marketable  securities is determined  using the specific  identification
method.                                                                         

INVENTORIES                                                                     

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

INVESTMENTS                                                                     

       The Company's non-current investments include investments in which it has
significant  influence over the investee  ("Equity  Investments")  and which are
accounted for in accordance with the equity method of accounting under which the
consolidated  results  include  the  Company's  share of  income or loss of such
investees.  Investments  in  investees  in which the Company  does not have such
influence  are  accounted  for at cost.  The excess,  if any,  of the  Company's
investment in Equity  Investments  over the  underlying  equity in net assets of
each  investee is being  amortized on a straight  line basis over 35 years.  See
Note 7 for further discussion of the Company's non-current investments.         

PROPERTIES AND DEPRECIATION AND AMORTIZATION                                    

       Properties  are  stated  at  cost  less   accumulated   depreciation  and
amortization.   Depreciation   and   amortization   of  properties  is  computed
principally on the  straight-line  basis using the estimated useful lives of the
related major classes of properties: 3 to 8 years for transportation  equipment;
3 to 30 years for machinery  and  equipment;  and 15 to 40 years for  buildings.
Leased assets  capitalized  and leasehold  improvements  are amortized  over the
shorter of their estimated useful lives or the terms of the respective leases.  

AMORTIZATION OF INTANGIBLES                                                     

      Costs in excess of net assets of acquired companies ("Goodwill") are being
amortized on the straight-line  basis over 15 to 40 years.  Trademarks are being
amortized on the  straight-line  basis over 15 to 35 years.  Deferred  financing
costs and original issue debt discount (in 1995) are being amortized as interest
expense over the lives of the respective debt using the interest rate method.   

IMPAIRMENTS                                                                     

Intangible Assets                                                               

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

Long-Lived Assets                                                               

       Effective  October 1, 1995 the Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 121, "Accounting for Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of". This standard requires that
long-lived  assets  and  certain  identifiable  intangibles  held and used by an
entity be reviewed for impairment  whenever  events or changes in  circumstances
indicate that the carrying  amount of an asset may not be recoverable  (see Note
3).                                                                             

DERIVATIVE FINANCIAL INSTRUMENTS                                                

       The Company enters into interest rate cap agreements ("Caps") in order to
protect  against   significant   interest  rate  increases  on  certain  of  its
floating-rate debt. The costs of such agreements are amortized over the lives of
the  respective  agreements.  Such Caps as of December  28, 1997 are at least 2%
higher than the current interest rate on the related debt.                      

       The Company had an interest rate swap agreement (see Note 8) entered into
in order to  synthetically  alter the interest  rate of certain of the Company's
fixed-rate debt until the agreement's  maturity in 1996. The Company  calculated
the estimated  remaining  amount to be paid or received  under the interest rate
swap  agreement  for the period from the periodic  settlement  date  immediately
prior to the financial  statement date through the end of the agreement based on
the interest rate applicable at the financial statement date and recognized such
amount  which  applied  to the period  from the last  periodic  settlement  date
through the financial  statement date as a component of interest  expense.  Thus
the  recognition  of gain or loss  from the  interest  rate swap  agreement  was
effectively  correlated  with the  underlying  debt.  A payment  received at the
inception of the  agreement,  which was deemed to be a fee to induce the Company
to enter into the  agreement,  was amortized over the full life of the agreement
since the Company was not at risk for any gain or loss on such payment.         

STOCK-BASED COMPENSATION                                                        

       In 1996 the Company  adopted SFAS No. 123,  "Accounting  for  Stock-Based
Compensation"  ("SFAS  123").  SFAS 123  defines a fair  value  based  method of
accounting for employee stock-based compensation and encourages adoption of that
method of accounting  but permits  accounting  under the intrinsic  value method
prescribed  by an  accounting  pronouncement  prior to SFAS 123. The Company has
elected to continue to measure  compensation costs for its employee  stock-based
compensation  under the intrinsic value method.  Accordingly,  compensation cost
for the Company's stock options and restricted  stock is measured as the excess,
if any, of the market price of the Company's stock at the date of grant over the
amount, if any, an employee must pay to acquire the stock. Compensation cost for
stock  appreciation  rights is recognized  currently  based on the change in the
market price of the Company's common stock during each period.                  

FOREIGN CURRENCY TRANSLATION                                                    

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

ADVERTISING COSTS                                                               

       The Company  accounts for advertising  production costs by expensing such
production costs the first time the related advertising takes place. Advertising
costs amounted to  $39,323,000,  $39,386,000  and $41,740,000 for 1995, 1996 and
1997,  respectively.  In addition the Company supports its beverage bottlers and
distributors  with  promotional  allowances,  a portion of which is utilized for
indirect advertising by such bottlers and distributors.  Promotional  allowances
amounted to  $61,928,000,  $69,342,000  and $98,713,000 for 1995, 1996 and 1997,
respectively.                                                                   

INCOME TAXES                                                                    

       The Company files a  consolidated  Federal  income tax return with all of
its subsidiaries except Chesapeake Insurance, a foreign corporation.  The income
of the Partnership, other than that of a corporate subsidiary, is taxable to its
partners and not the Partnership and, accordingly,  income taxes are provided on
the  income  of the  Partnership  only to the  extent  of its  ownership  by the
Company.  Deferred  income  taxes are  provided to  recognize  the tax effect of
temporary  differences  between the bases of assets and  liabilities for tax and
financial statement purposes.                                                   

REVENUE RECOGNITION                                                             

       The  Company  records  sales  principally  when  inventory  is shipped or
delivered.  Prior to the 1996 sale of the  Textile  Business  (see Note 3),  the
Company  also  recorded  sales to a  lesser  extent  (6% and 2% of  consolidated
revenues  for  1995  and  1996,  respectively)  on a bill  and  hold  basis.  In
accordance  with such policy,  the goods are  completed,  packaged and ready for
shipment;  such  goods  are  effectively  segregated  from  inventory  which  is
available  for sale;  the risks of  ownership  of the goods  have  passed to the
customer;   and  such  underlying  customer  orders  are  supported  by  written
confirmation.  Franchise  fees  are  recognized  as  income  when  a  franchised
restaurant is opened.  Franchise fees for multiple area  developments  represent
the aggregate of the franchise  fees for the number of  restaurants  in the area
development  and are recognized as income when each  restaurant is opened in the
same manner as franchise fees for individual restaurants. Royalties are based on
a percentage of  restaurant  sales of the  franchised  outlet and are accrued as
earned.                                                                         

INSURANCE LOSS RESERVES                                                         

       Insurance  loss  reserves  (included  within  "Deferred  income and other
liabilities")   include  reserves  for  incurred  but  not  reported  claims  of
$2,469,000  and  $2,839,000  as of December  31,  1996 and  December  28,  1997,
respectively.  Such reserves for current and former affiliated  company business
are based on either  actuarial  studies using  historical loss experience or the
Company's  calculations  when historical loss information is not available.  The
balance of the reserves for non-affiliated company business were either reported
by  unaffiliated  reinsurers,  calculated  by the  Company  or based  on  claims
adjustors' evaluations. Management believes that the reserves are fairly stated.
Adjustments  to  estimates   recorded   resulting  from   subsequent   actuarial
evaluations or ultimate  payments are reflected in the operations of the periods
in which such adjustments become known. The Company has not insured or reinsured
any risks since October 1, 1993.                                                

RECLASSIFICATIONS                                                               

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

(2)    SIGNIFICANT RISKS AND UNCERTAINTIES                                      

NATURE OF OPERATIONS                                                            

       The Company is  predominantly a holding company which is engaged in three
lines  of  business  (each  with  the  indicated  percentage  of  the  Company's
consolidated  revenues for the year ended December 28, 1997):  beverages  (65%),
restaurants (16%), and propane (19%). Prior to the sales of C.H. Patrick and the
Textile Business (see next paragraph), the Company had operations in the textile
business.                                                                       

       The beverage segment produces and sells a broad selection of concentrates
and, to a much lesser extent,  carbonated  beverages  under the principal  brand
names RC Cola(R),  Diet RC Cola(R),  Diet Rite  Cola(R),  Diet Rite(R)  flavors,
Nehi(R),  Upper 10(R) and Kick(R) and premium  beverages  and/or  ready-to-drink
iced  teas  under  the  principal  brand  names  Snapple(R),   Mistic(R),  Royal
Mistic(R),  Mistic Rain Forest(R),  Mistic Fruit Blast(R) and Stewart's(R).  The
restaurant segment franchises Arby's quick service restaurants  representing the
largest franchise restaurant system specializing in roast beef sandwiches. Prior
to the May 1997 sale of all company-owned restaurants, the Company also operated
Arby's(R)  restaurants (see Note 3). The propane segment is engaged primarily in
the retail  marketing  of  propane  to  residential  customers,  commercial  and
industrial customers,  agricultural customers and resellers. The propane segment
also  markets   propane-related   supplies  and  equipment  including  home  and
commercial  appliances.  Effective  December  28,  1997 the  Company  no  longer
consolidates  the  Partnership  (see Note 7). Prior to the December 1997 sale of
C.H.  Patrick,  the textile  segment  produced and marketed  dyes and  specialty
chemicals  primarily for the textile industry and, prior to the 1996 sale of the
Textile Business (see Note 3), the textile segment also  manufactured,  dyed and
finished  cotton,  synthetic and blended (cotton and polyester)  apparel fabrics
principally for (i) utility wear and (ii) sportswear, casual wear and outerwear.
The  aforementioned  sale of C.H.  Patrick was accounted  for as a  discontinued
operation (see Note 17) and, as such,  the revenues,  costs and expenses of C.H.
Patrick are reported as "Income from discontinued operations" and the assets and
liabilities are reported as "Net current assets of discontinued  operations" and
"Net  non-current  liabilities of discontinued  operations" in the  accompanying
consolidated  financial  statements.  The Company's  operations  principally are
throughout the United States.                                                   

USE OF ESTIMATES                                                                

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

SIGNIFICANT ESTIMATES                                                           

       The  Company's  significant  estimates  are  for  costs  related  to  (i)
insurance loss reserves (see Note 1) and (ii) provisions for examinations of its
income tax returns by the Internal Revenue Service ("IRS") (see Note 10).       

CERTAIN RISK CONCENTRATIONS                                                     

       The  Company  believes  that  its  vulnerability  to risk  concentrations
related to significant  customers and vendors,  products sold and sources of raw
materials is somewhat  mitigated due to the  diversification  of its businesses.
Although  beverages  accounted for 65% of revenues in 1997, the Company believes
that the risks from concentrations within such segment are mitigated for several
reasons.  No  customer of the  beverage  segment  accounted  for more than 3% of
consolidated revenues in 1997. While the beverage segment has chosen to purchase
certain raw  materials  (such as  aspartame)  on an exclusive  basis from single
suppliers,  the Company believes that, if necessary,  adequate raw materials can
be obtained from alternate  sources.  The beverage segment product offerings are
varied,  including fruit flavored beverages,  iced teas,  lemonades,  carbonated
sodas, 100% fruit juices,  nectars and sweetened seltzers.  Risk of geographical
concentration  for all of the Company's  businesses is also minimized since each
of such businesses  generally operates throughout the United States with minimal
foreign exposure.                                                               

(3)    BUSINESS ACQUISITIONS AND DISPOSITIONS                                   

1997 TRANSACTIONS                                                               

Acquisition of Snapple                                                          

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

      The Snapple  Acquisition was accounted for in accordance with the purchase
method  of  accounting.   See  below  under  "Purchase   Price   Allocations  of
Acquisitions"  for the allocation of the $311,915,000  purchase price of Snapple
to the Snapple balance sheet as of May 22, 1997.                                

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

Stewart's Acquisition                                                           

      On November 25, 1997 the Company  acquired (the  "Stewart's  Acquisition")
Cable Car, a marketer of premium  soft  drinks in the United  States and Canada,
primarily under the Stewart's(R) brand.  Pursuant to the Stewart's  Acquisition,
Triarc issued  1,566,858 shares of its class A common stock (the "Class A Common
Stock") with a value of $37,409,000 as of November 25, 1997 based on the closing
price of the Class A Common Stock on such date of $23.875 per share, in exchange
for all of the outstanding  stock of Cable Car. Triarc also issued 154,931 stock
options (see Note 11) with a value of  $2,788,000  as of November  25, 1997,  in
exchange for all of the  outstanding  stock options of Cable Car. Such issuances
represented  0.1722  shares of Class A Common Stock or Triarc stock  options for
each  outstanding  Cable Car share or stock option as of November 25, 1997.  The
Company incurred $1,300,000 of expenses related to the Stewart's Acquisition, of
which $650,000 was  attributable to the  registration of the 1,566,858 shares of
Class A Common  Stock under the  Securities  Act of 1933 and,  accordingly,  was
charged to "Additional paid-in capital."                                        

      The  Stewart's  Acquisition  was  accounted  for in  accordance  with  the
purchase method of accounting.  See below under  "Purchase Price  Allocations of
Acquisitions" for the allocation of the $40,847,000  purchase price of Cable Car
to the Cable Car balance  sheet as of November  25,  1997.  See below under "Pro
Forma  Operating  Data" for the Pro Forma Data  giving  effect to,  among  other
transactions, the Stewart's Acquisition.                                        

Sale of Restaurants                                                             

     On May 5, 1997 certain  subsidiaries of the Company sold to an affiliate of
RTM, Inc. ("RTM"),  the largest  franchisee in the Arby's system, all of the 355
company-owned  restaurants  (the "RTM Sale").  The sales price consisted of cash
and a promissory  note  (discounted  value)  aggregating  $3,471,000  (including
$2,092,000  of  post-closing  adjustments)  and  the  assumption  by  RTM  of an
aggregate $54,682,000 in mortgage and equipment notes payable and $14,955,000 in
capitalized  lease  obligations.  RTM  now  operates  the 355  restaurants  as a
franchisee  and  pays  royalties  to  the  Company  at a  rate  of 4%  of  those
restaurants'  net sales  effective May 5, 1997.  In 1997 the Company  recorded a
$4,089,000 loss on the sale included in "Gain (loss) on sale of businesses, net"
(see Note 14) (i) which  includes a $1,457,000  provision  for the fair value of
the  Company's   effective  guarantee  of  future  lease  commitments  and  debt
repayments  assumed  by RTM for  which it  remains  contingently  liable  if the
payments are not made by RTM and (ii) is exclusive of an extraordinary charge in
connection with the early  extinguishment  of debt (see Note 18). The results of
operations  of the sold  restaurants  have  been  included  in the  accompanying
consolidated  statements  of  operations  until  the May 5,  1997  date of sale.
Following the RTM sale the Company  continues as the franchisor of the more than
3,000 store Arby's system.  See below under "Pro Forma  Operating  Data" for the
Pro Forma Data giving effect to, among other transactions, the RTM Sale.        

      In 1996 the Company  recorded a $58,900,000  charge included in "Reduction
in carrying  value of  long-lived  assets  impaired or to be disposed of" to (i)
reduce the  carrying  value of the  long-lived  assets to be sold  (reported  as
"Assets  held for sale" in the  accompanying  consolidated  balance  sheet as of
December  31,  1996) by  $46,000,000  to  estimated  fair  value  consisting  of
adjustments to "Properties, net" of $36,343,000, "Unamortized costs in excess of
net assets of acquired  companies" of $5,214,000  and "Deferred  costs and other
assets" of  $4,443,000  and (ii)  provide  for  associated  net  liabilities  of
approximately  $12,900,000,  principally reflecting the present value of certain
equipment  operating  lease  obligations  which  would  not  be  assumed  by the
purchaser and estimated  closing costs.  The estimated fair value was determined
based on the terms of the February 1997 agreement for the RTM Sale including the
then anticipated  sales price.  During 1996 the operations of the restaurants to
be disposed of had net sales of  $231,041,000  and a pretax loss of  $3,897,000.
Such loss reflected $10,071,000 of allocated general and administrative expenses
and $8,692,000 of interest  expense  related to the mortgage and equipment notes
and  capitalized  lease  obligations  directly  related to the operations of the
restaurants sold to RTM.                                                        

      In 1995 the Company  recorded a provision of $14,647,000 in its restaurant
segment  consisting  of a  $12,019,000  reduction in the net  carrying  value of
certain  restaurants and other  restaurant-related  long-lived assets which were
determined to be impaired and a $2,628,000  reduction to a net carrying value of
$975,000 of certain  restaurants  and related  equipment  to be  disposed.  Such
provision reduced "Properties, net" by $12,425,000, "Unamortized costs in excess
of net assets of acquired companies" by $1,260,000 and "Deferred costs and other
assets" by $962,000 to reflect the fair value of the respective assets. The fair
value was generally determined by applying a fair market  capitalization rate to
the estimated  expected  future annual cash flows.  The results of operations of
the  restaurants  to be disposed as of December  31, 1995  resulted in a pretax 
loss of $806,000 for the year ended December 31, 1995.                          

C&C Sale                                                                        

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

Sale of C.H. Patrick                                                            

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

Cancellation of Spinoff Transactions                                            

      In October  1996 the Company  had  announced  that its Board of  Directors
approved a plan to offer up to  approximately  20% of the shares of its beverage
and restaurant  businesses (then operated through Mistic and RCAC) to the public
through an initial  public  offering and to spin off the remainder of the shares
of  such  businesses  to  Triarc   stockholders   (collectively,   the  "Spinoff
Transactions").  In May 1997 the Company announced it would not proceed with the
Spinoff Transactions as a result of the Snapple Acquisition and other issues.   

1996 TRANSACTIONS                                                               

Sale of Textile Business                                                        

      On April 29, 1996 the Company completed the sale (the "Graniteville Sale")
of its textile  business  segment  other than the  specialty  dyes and chemicals
business of C.H.  Patrick  (see Sale of C.H.  Patrick  above) and certain  other
excluded assets and liabilities (the "Textile Business") to Avondale Mills, Inc.
("Avondale")  for  $236,824,000  in cash,  net of  expenses  of  $8,437,000  and
post-closing  adjustments  of  $12,250,000.  Avondale  assumed  all  liabilities
relating to the Textile  Business  other than income  taxes,  long-term  debt of
$191,438,000  which was  repaid  at the  closing  and  certain  other  specified
liabilities.  As a result of the  Graniteville  Sale,  the  Company  recorded  a
pretax  loss  in  1996  of  $4,500,000  included  in  "Gain  (loss)  on sale of 
businesses, net" (see Note 14) (including an $8,367,000 write-off of unamortized
Goodwill  which has no tax  benefit) and an income tax  provision of  $1,500,000
resulting  in an after-tax  loss of  $6,000,000  exclusive  of an  extraordinary
charge in connection with the early extinguishment  of debt (see Note 18).  The 
results  of  operations  of  the Textile  Business  have  been  included in  the
accompanying  consolidated  statements  of operations  through  April  29, 1996.
See  below  under "Pro Forma  Operating  Data" for  Pro Forma Data for the year 
ended  December 31, 1996 giving  effect to, among  other transactions, the sale 
of the Textile Business.                                                        

Sale of Propane Business                                                        

      In July 1996 the  Partnership  consummated an initial public offering (the
"IPO")  and in  November  1996 a  subsequent  private  placement  (the  "Private
Placement" and together with the IPO the  "Offerings" or the "Propane  Sale") of
units in the Partnership.  The Offerings comprised an aggregate 6,701,550 common
units representing limited partner interests (the "Common Units"),  representing
an  approximate  57.3%  interest in the  Partnership,  for an offering  price of
$21.00  per  Common  Unit   aggregating   $124,749,000  net  of  $15,984,000  of
underwriting  discounts  and  commissions  and  other  expenses  related  to the
Offerings.  The  sales of the  Common  Units  resulted  in a pretax  gain to the
Company in 1996 of $85,175,000 (see Note 14) and a provision for income taxes of
$33,163,000.                                                                    

      Concurrently  with the IPO,  the  Partnership  issued to National  Propane
4,533,638  subordinated  units  (the  "Subordinated  Units"),   representing  an
approximate  38.7%  subordinated  general  partner  interest in the  Partnership
(after giving effect to the Private  Placement).  In addition,  National Propane
and a  subsidiary  (the  "General  Partners")  hold a  combined  aggregate  4.0%
unsubordinated  general partner interest (the "Unsubordinated  General Partners'
Interest") in the Partnership and a subpartnership,  National Propane, L.P. (the
"Operating Partnership" and, together with the Partnership, the "Partnerships").
In  connection   therewith,   National   Propane   transferred  (the  "Operating
Partnership  Transfer")  substantially  all of its  propane-related  assets  and
liabilities (principally all assets and liabilities other than a receivable from
Triarc,  deferred  financing costs and net income tax  liabilities  amounting to
$81,392,000,   $4,127,000  and  $21,615,000,   respectively),   aggregating  net
liabilities of $88,222,000, to the Operating Partnership. The $36,527,000 excess
of the aggregate net proceeds from the sales of the Common Units of $124,749,000
over the $88,222,000 of aggregate net  liabilities  contributed to the Operating
Partnership less (i) $1,323,000 of 1996 Partnership distributions to the General
Partners  over  the  General  Partners'  interest  in  the  net  income  of  the
Partnership,  included  in the  $85,175,000  pretax  gain  noted  above and (ii)
$3,309,000  of  1996  distributions  relating  to the  Common  Units,  plus  the
$1,829,000  minority  interest in 1996 (see  below),  was  recorded as "Minority
interest" in the accompanying  consolidated balance sheets at December 31, 1996.
In accordance with amendments to the partnership  agreements of the Partnerships
effective  December 28, 1997 (see further  discussion in Note 7), the Company no
longer has  substantive  control over the  Partnership to the point where it now
exercises only significant  influence and,  accordingly,  no longer consolidates
the Partnership. As a result there is no minority interest liability at December
28, 1997. In 1997 the Company recognized  $8,468,000 of deferred pretax gain on 
the sale of the Common Units,  reflecting the 1997 Partnership  distributions to
the  General  Partners in excess of the  General  Partners'  interest in the net
income of the Partnership  and a provision for income taxes of $3,048,000.  Such
gain is included in "Gain (loss) on sale of businesses, net" (see Note 14).     

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

MINORITY INTEREST                                                               

      The 1996 and 1997 minority interest in income of a consolidated subsidiary
of $1,829,000 and  $2,205,000,  respectively,  represents the limited  partners'
weighted average interest in the net income of the Operating  Partnership  since
it commenced operations in July 1996.                                           

PRO FORMA OPERATING DATA (UNAUDITED)                                            

      The following  Pro Forma Data of the Company for the years ended  December
28, 1997 and December 31, 1996 have been  prepared by adjusting  the  historical
data as set forth in the accompanying  consolidated  statements of operations to
give effect to the Snapple  Acquisition and related  transactions,  the RTM Sale
(together  with the Snapple  Acquisition,  "Snapple and RTM") and, on a combined
basis, the Stewart's Acquisition and the C&C Sale (collectively with Snapple and
RTM and the Stewart's  Acquisition,  the "1997 Transactions") and, for 1996, the
Graniteville Sale and the Propane Sale (collectively,  the "1996  Transactions")
as if all of such  transactions  had been  consummated  on January 1, 1996.  The
effects of each of the 1997  Transactions and the 1996 Transactions is set forth
in the  notes to the Pro  Forma  Data.  Such Pro  Forma  Data is  presented  for
comparative purposes only and does not purport to be indicative of the Company's
actual results of operations had such transactions  actually been consummated on
January 1, 1996 or of the  Company's  future  results of  operations  and are as
follows (in thousands except per share amounts):                                

                                                        [Enlarge/Download Table]


                                                                           PRO FORMA      PRO FORMA          PRO FORMA    
                                                                            FOR THE          FOR              FOR THE     
                                                             AS             SNAPPLE      SNAPPLE AND           1997       
                                                          REPORTED      ACQUISITION (A)    RTM (B)       TRANSACTIONS (C) 
                                                          --------      ---------------    -------       ---------------- 
1997 (UNAUDITED)                                                                                                          
                                                                                                                          
      Revenues.........................................$    861,321   $      1,033,821   $     962,594     $      980,254 
      Operating profit.................................      26,962             24,933          29,894             31,290 
      Loss from continuing operations..................     (20,553)           (28,490)        (21,609)           (21,409)
      Loss from continuing operations per share........        (.68)              (.95)           (.72)              (.68)

                                                        [Enlarge/Download Table]


                                                                     PRO FORMA          PRO FORMA          PRO FORMA        
                                                  PRO FORMA           FOR THE            FOR THE            FOR THE         
                                                   FOR THE       1996 TRANSACTIONS  1996 TRANSACTIONS  1996 TRANSACTIONS (D)
                                      AS             1996          AND THE SNAPPLE      AND SNAPPLE          AND THE        
                                   REPORTED    TRANSACTIONS (D)    ACQUISITION (A)      AND RTM (B)    1997 TRANSACTIONS (C)
                                   --------    ----------------    ---------------      -----------    ---------------------

                                                                                                                            
1996 (UNAUDITED)                                                                                                            
      Revenues..................$    928,185   $      780,176    $     1,330,976     $     1,112,066    $      1,119,836    
      Operating loss............     (17,853)         (24,648)           (72,253)             (7,651)             (5,954)   
      Loss from continuing                                                                                                  
        operations..............     (13,698)         (12,916)           (60,198)            (15,581)            (14,618)   
      Loss from continuing                                                                                                  
        operations per share....        (.46)            (.43)             (2.01)               (.52)               (.46)   


(a)   Reflects  (i) the  operations  of  Snapple  for the year ended
      December 31, 1996 and the pre-acquisition  period from January
      1 to May 22,  1997 (the  "Pre-Acquisition  Period"),  (ii) the
      income  statement  effects of the  allocation  of the purchase
      price including the  amortization  of the adjusted  intangible
      assets,   (iii)  the  recognition  of  interest   expense  and
      amortization of deferred financing costs related to borrowings
      under the Credit  Agreement  at the Snapple  Acquisition  date
      less such  amounts  related to Mistic's  former bank  facility
      which were repaid at the Snapple Acquisition date and (iv) the
income tax effects of the above.                        

(b)   Reflects  (i)  the   elimination   of  revenues  and  expenses
      (including  the  reduction  in  carrying  value of  long-lived
      assets  impaired  or  to be  disposed  of  for  1996  and  the
      elimination  of loss on sale  for  1997)  related  to the sold
      Arby's  restaurants,  (ii)  a  decrease  to  interest  expense
      associated  with the  assumption  of debt by RTM and (iii) the
      income tax effects of the above. The effect of the elimination
      of  income   and   expenses   of  the  sold   restaurants   is
      significantly   greater   in  1996  as   compared   with  1997
      principally due to two 1996  eliminations  which did not recur
      in 1997 for (i) a $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.

(c)   Reflects in addition to (a) and (b) above,  (i) the effects of
      the Stewart's Acquisition  consisting of (a) the operations of
      Cable  Car  for the  year  ended  December  31,  1996  and the
      pre-acquisition  period from  January 1 to November  25, 1997,
      (b) the  income  statement  effects of the  allocation  of the
      purchase price  consisting of the amortization of the adjusted
      intangible assets, (c) the income tax effects of the above and
      (d) the effect on loss from  continuing  operations  per share
      from the issuance of 1,566,858  shares of Class A Common Stock
      in the Stewart's  Acquisition  and (ii) the effects of the C&C
      Sale  consisting of (a)  elimination  of revenues and expenses
      related to the C&C beverage line, (b)  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
      and from fees related to technical  services  performed,  both
      under the  contract  with Kelco,  (c)  imputation  of interest
      expense on the deferred revenues,  (d) recognition of the cost
      of  the  concentrate  to  be  sold,  (e)  elimination  of  the
      aforementioned  $576,000  gain on the sale of C&C  recorded in
      1997,  (f)  accretion  of the  discount  on the portion of the
    Kelco Note  relating  to the C&C Sale and (g) the income tax
effects of the above.                                   

(d)   Reflects  (a) the  elimination  of the  results of  operations
      related to the  Textile  Business  and (b) the  effects of the
      Propane  Sale  including  (i) the  addition  of the  estimated
      stand-alone  general and administrative  costs associated with
      the  operation  of the propane  business as a  partnership  in
      connection with the Operating Partnership  Transfer,  (ii) net
      decreases to interest  expense  reflecting (a) the elimination
      of interest expense on the refinanced debt partially offset by
      the  interest  expense  associated  with  $125,000,000  of new
      borrowings  (see  Note 8) and (b) the  reduction  in  interest
      expense  resulting from the assumed repayment of other debt of
      the  Company   with  the  net   proceeds   of  the   Offerings
      ($124,749,000)  and the net proceeds  from the issuance of the
      $125,000,000  of  new  borrowings  ($118,400,000),  net of the
      repayment of then existing debt  ($128,469,000)  and (iii) the
      effects of income taxes and  minority  interest in income of a
      consolidated  subsidiary resulting from (a) the effects of the
      above  transactions  and (b) additional  related  transactions
which eliminate in consolidation.                       

1995 TRANSACTIONS                                                               

Mistic Acquisition                                                              

      On August 9, 1995 Mistic,  a wholly-owned  subsidiary of Triarc,  acquired
(the  "Mistic  Acquisition")  substantially  all of the assets  and  operations,
subject to related operating liabilities, as defined, of certain companies which
developed,  marketed  and  sold  carbonated  and  non-carbonated  fruit  drinks,
ready-to-drink  brewed iced teas and naturally  flavored  seltzers under various
trademarks and tradenames  including MISTIC and ROYAL MISTIC. The purchase price
for the Mistic Acquisition,  aggregating  $98,324,000  (including  $2,067,000 of
cash acquired)  consisted of (i)  $93,000,000 in cash,  (ii)  $1,000,000 paid in
eight equal quarterly  installments  from 1995 through 1997,  (iii)  non-compete
agreement payments to the seller  aggregating  $3,000,000 and (iv) $1,324,000 of
related  expenses.  The  non-compete  agreement  payments  were  or are  payable
$900,000  in August  1996,  1997 and 1998 and  $300,000  in  December  1998.  In
accordance with the Mistic Acquisition agreement, the non-compete payment due in
1996 was offset against amounts due from the seller.  The Mistic Acquisition was
financed  through (i)  $71,500,000  of  borrowings  under  Mistic's  former bank
facility (see Note 8) and (ii) $25,000,000 of borrowings under the former credit
facility of the Textile Business.                                               

PURCHASE PRICE ALLOCATIONS OF ACQUISITIONS                                      

      In addition to the acquisitions  discussed above, the Company  consummated
several additional business acquisitions during 1995, 1996 and 1997, principally
restaurant   operations  and  propane  businesses,   for  cash  of  $18,947,000,
$4,018,000 and $8,480,000,  respectively.  All such acquisitions, as well as the
aforementioned   Snapple   Acquisition,   Stewart's   Acquisition   and   Mistic
Acquisition,  have been accounted for in accordance  with the purchase method of
accounting.  In  accordance  therewith,  the  following  table  sets  forth  the
allocation of the aggregate  purchase prices and a  reconciliation  to "Business
Acquisitions,  net of cash acquired" in the accompanying consolidated statements
of cash flows (in thousands):                                                   

                                                        [Enlarge/Download Table]


                                                                                 1995             1996           1997   
                                                                                 ----             ----           ----   

                                                                                                                        
Current assets..............................................................$      31,560   $         257   $   114,460 
Properties..................................................................       12,641             838        25,366 
Goodwill (a)................................................................       34,438             162       106,160 
Trademarks..................................................................       58,100           3,950       221,300 
Other assets................................................................        6,501           1,107        28,612 
Current liabilities ........................................................      (24,790)           (358)      (69,608)
Long-term debt assumed including current portion............................       (3,180)             --          (686)
Other liabilities...........................................................       (4,066)           (188)      (66,014)
                                                                            -------------   -------------   ----------- 
                                                                                  111,204           5,768       359,590 
Less:                                                                                                                   
     Long-term debt issued to sellers.......................................           --          (1,750)         (757)
     Triarc Class A Common Stock issued to sellers and stock                                                            
       options issued to employees, net of stock registration costs.........           --              --       (40,197)
                                                                            -------------   -------------   ----------- 
                                                                            $     111,204   $       4,018   $   318,636 
                                                                            =============   =============   =========== 

(a) Amortized over 25 to 35 years.                                                                                      


(4)    LOSS PER SHARE                                                           

       In the fourth quarter of 1997 the Company  adopted SFAS No. 128 "Earnings
Per Share" ("SFAS 128").  This standard requires the presentation of "basic" and
"diluted"  earnings per share,  which replace the "primary" and "fully  diluted"
earnings per share  measures  required  under prior  accounting  pronouncements.
Basic and diluted loss per share are the same for 1995,  1996 and 1997 since all
potentially  dilutive  securities  (principally stock options) would have had an
antidilutive  effect for all such periods.  The loss per share has been computed
by dividing the net loss by the weighted average number of outstanding shares of
common  stock  during  the  period.  Such  weighted  averages  were  29,764,000,
29,898,000 and 30,132,000 for 1995, 1996 and 1997,  respectively.  Although SFAS
128 requires restatement of all prior periods, the standard has had no effect on
the  Company's  reported  net  loss per  share  for  1995  and  1996  since  all
potentially  dilutive  securities  were  antidilutive.  At December 28, 1997 the
Company has  outstanding  stock options  that, if exercised,  could dilute basic
earnings  per share in the future  assuming  the  Company  reports  income  from
continuing operations. In addition,  subsequent to December 28, 1997 the Company
issued  convertible  debentures  (see Note 25) that, if converted,  could dilute
basic earnings per share in the future.                                         

(5)    SHORT-TERM INVESTMENTS                                                   

       The Company's short-term investments are stated at fair value, except for
an  investment  in  limited  partnerships  which is  stated  at  cost.  The cost
(amortized  cost for corporate  debt  securities),  gross  unrealized  gains and
losses,  fair  value  and  carrying  value,  as  appropriate,  of the  Company's
short-term  investments  at  December  31,  1996 and  December  28, 1997 were as
follows (in thousands):                                                         

                                                        [Enlarge/Download Table]


                                                                 1996                                
                               ----------------------------------------------------------------------

                                              GROSS             GROSS                                
                                  AMORTIZED  UNREALIZED       UNREALIZED         FAIR       CARRYING 
                                    COST        GAINS           LOSSES           VALUE       VALUE   
                                    ----        -----           ------           -----       -----   

                                                                                                     
Marketable securities:                                                                               
      Equity securities.......... $ 14,373       $   982      $    (424)       $ 14,931      $ 14,931
      Corporate debt securities..   16,113            24            (36)         16,101        16,101
      Mutual fund................   10,312           367             --          10,679        10,679
                                  --------       -------      ---------        --------      --------
            Total marketable                                                                         
               securities........   40,798       $ 1,373      $    (460)         41,711        41,711
                                                 =======      =========                              
Investment in limited                                                                                
     partnerships................   10,000                                       11,391        10,000
                                   -------                                     --------       -------
                                  $ 50,798                                     $ 53,102       $51,711
                                  ========                                     ========       =======

                                                                    1997                             
                                   ------------------------------------------------------------------

                                                   GROSS          GROSS                              
                                  AMORTIZED     UNREALIZED      UNREALIZED       FAIR       CARRYING 
                                    COST           GAINS          LOSSES         VALUE        VALUE  
                                    ----           -----          ------         -----        -----  

Marketable securities:                                                                               
      Equity securities.......... $ 19,434       $  815       $  (1,971)       $  18,278      $18,278
      Corporate debt securities..   17,861           98             (72)          17,887       17,887
      Mutual fund................      --          --              --               --           --  
                                  --------       ------       ---------        ---------      -------
            Total marketable                                                                         
               securities........   37,295       $  913       $  (2,043)          36,165       36,165
                                                 ======       =========                              
Investment in limited                                                                                
     partnerships................  10,000                                         15,329       10,000
                                  -------                                     ----------     --------
                                  $47,295                                     $   51,494     $ 46,165
                                  =======                                     ==========     ========


       Corporate  debt  securities  at  December  28,  1997  (all of  which  are
classified as available-for-sale) mature as follows (in thousands):             

                                                        [Enlarge/Download Table]


                                                                                         AMORTIZED     FAIR   
YEARS                                                                                      COST        VALUE  
-----                                                                                      ----        -----  
                                                                                                              
1999 - 2002........................................................................... $    10,499  $   10,538
2003 - 2006...........................................................................       7,362       7,349
                                                                                       -----------  ----------
                                                                                       $    17,861  $   17,887
                                                                                       ===========  ==========

       Gross  realized  gains and gross  realized  losses on sales of marketable
securities  are  included  in  "Investment  income,  net"  (see  Note 15) in the
accompanying  consolidated  statements  of  operations  and are as  follows  (in
thousands):                                                                     

                                                        [Enlarge/Download Table]

                                                                            1995       1996         1997   
                                                                            ----       ----         ----   

                                                                                                           
Gross realized gains.....................................................$     314   $   1,034   $   5,187 
Gross realized losses....................................................     (568)       (333)       (338)
                                                                         ---------   ---------   --------- 
                                                                         $    (254)  $     701   $   4,849 
                                                                         =========   =========   ========= 

       The net unrealized gain (loss) on marketable securities (all of which are
classified as available-for-sale) consisted of the following (in thousands):    

                                                        [Enlarge/Download Table]


                                                                                               YEAR-END              
                                                                                  -----------------------------------
                                                                                       1996                 1997     
                                                                                       ----                 ----     

                                                                                                                     
Net unrealized gain (loss)........................................................$         913         $     (1,130)
Income tax (provision) benefit....................................................         (314)                 393 
                                                                                  -------------         ------------ 
                                                                                  $         599         $       (737)
                                                                                  =============         ============ 

(6)    BALANCE SHEET DETAIL                                                     

RECEIVABLES, NET                                                  

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

                                                        [Enlarge/Download Table]


                                                                                                       YEAR-END            
                                                                                          ---------------------------------
                                                                                              1996                  1997   
                                                                                              ----                  ----   
                                                                                                                           
          Receivables:                                                                                                     
                Trade.................................................................... $     71,000         $     75,460
                Other....................................................................        6,510               13,663
                                                                                          ------------         ------------
                                                                                                77,510               89,123
                Less allowance for doubtful accounts (trade)........................ ....        6,547               11,241
                                                                                          ------------         ------------
                                                                                          $     70,963         $     77,882
                                                                                          ============         ============

       Substantially  all receivables are pledged as collateral for certain debt                                           
(see Note 8).                                                                                                              

INVENTORIES                                                       

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

                                                        [Enlarge/Download Table]


                                                                                                 YEAR-END              
                                                                                    -----------------------------------
                                                                                         1996                  1997    
                                                                                         ----                  ----    

                                                                                                                       
Raw materials........................................................................$      15,240         $     22,573
Work in process......................................................................          467                  214
Finished goods.......................................................................       23,878               34,607
                                                                                     -------------         ------------
                                                                                     $      39,585         $     57,394
                                                                                     =============         ============

        Certain  inventory  quantities  in 1995  were  reduced,  resulting  in a
liquidation of LIFO inventory quantities carried at lower costs from prior years
the effect of which was to decrease  cost of sales by  $1,223,000.  There was no
such liquidation in 1996 or 1997.                                               

       Substantially  all inventories are pledged as collateral for certain debt
(see Note 8).                                                                   

PROPERTIES, NET                                                   

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

                                                        [Enlarge/Download Table]

                                                                                                   YEAR-END            
                                                                                     ----------------------------------
                                                                                          1996                  1997   
                                                                                          ----                  ----   

                                                                                                                       
Land     ............................................................................$        8,732        $      2,421
Buildings and improvements and leasehold improvements................................        27,631              16,591
Machinery and equipment..............................................................       147,139              30,510
Transportation equipment ............................................................        23,835               2,159
Leased assets capitalized............................................................           888                 788
                                                                                     --------------        ------------
                                                                                            208,225              52,469
Less accumulated depreciation and amortization.......................................       109,257              18,636
                                                                                     --------------        ------------
                                                                                     $       98,968        $     33,833
                                                                                     ==============        ============

     The  decrease in  properties  from  December  31, 1996 to December 28, 1997
principally resulted from the Deconsolidation and the C.H. Patrick Sale.        

       Substantially  all  properties are pledged as collateral for certain debt
(see Note 8).                                                                   

UNAMORTIZED COSTS IN EXCESS OF NET ASSETS OF ACQUIRED COMPANIES   

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

                                                        [Enlarge/Download Table]

                                                                                               YEAR-END             
                                                                                  ----------------------------------
                                                                                       1996                 1997    
                                                                                       ----                 ----    

                                                                                                                    
Costs in excess of net assets of acquired companies (Note 3)......................$      270,733        $    355,889
Less accumulated amortization.....................................................        69,892              76,664
                                                                                  --------------        ------------
                                                                                  $      200,841        $    279,225
                                                                                  ==============        ============

TRADEMARKS                                                        

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

                                                        [Enlarge/Download Table]


                                                                                                     YEAR-END             
                                                                                        ----------------------------------
                                                                                              1996                1997    
                                                                                              ----                ----    

                                                                                                                          
Trademarks (Note 3)....................................................................$       63,348        $    282,701 
Less accumulated amortization..........................................................         6,091              13,500 
                                                                                       --------------        ------------ 
                                                                                       $       57,257        $    269,201 
                                                                                       ==============        ============ 

DEFERRED COSTS AND OTHER ASSETS                                   

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

                                                        [Enlarge/Download Table]


                                                                                                    YEAR-END            
                                                                                      ----------------------------------
                                                                                            1996                1997    
                                                                                            ----                ----    

                                                                                                                        
Deferred financing costs..............................................................$       32,272        $     30,374
Other    .............................................................................        17,198              18,287
                                                                                      --------------        ------------
                                                                                              49,470              48,661
Less accumulated amortization of deferred financing costs.............................        11,272              13,255
                                                                                      --------------        ------------
                                                                                      $       38,198        $     35,406
                                                                                      ==============        ============

ACCRUED EXPENSES                                                  

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

                                                        [Enlarge/Download Table]

                                                                                                     YEAR-END           
                                                                                       ---------------------------------
                                                                                             1996                1997   
                                                                                             ----                ----   

                                                                                                                        
Accrued interest......................................................................$       24,827        $     27,680
Accrued compensation and related benefits.............................................        20,256              22,771
Accrued production contract losses....................................................           --               13,022
Accrued advertising  .................................................................        12,504              12,671
Accrued promotions....................................................................           874              12,183
Accrued legal settlements and environmental matters (Note 21).........................           975              10,274
Net current liabilities of discontinued operations (Note 17)..........................           --                4,339
Other    .............................................................................        39,912              45,314
                                                                                      --------------        ------------
                                                                                      $       99,348        $    148,254
                                                                                      ==============        ============

(7)    INVESTMENTS                                                              

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

                                                        [Enlarge/Download Table]


                                                                                     INVESTMENT                          
                                                                                      YEAR-END          PERCENTAGE OWNED 
                                                                                 -----------------          YEAR-END     
                                                                                 1996         1997             1997      
                                                                                 ----         ----             ----      

                                                                                                                         
The Partnership...............................................................$     --     $    5,748         42.7%      
Deferred gain from sale of Partnership units (see below)......................      --         (5,748)                   
Select Beverages..............................................................      --         24,926         20.0%      
Rhode Island Beverages........................................................      --            550         50.0%      
Limited partnerships, at equity...............................................      500         3,723      18.0% to 37.4%
Limited partnerships, at cost.................................................      --          2,250                    
                                                                              ---------    ----------                    
                                                                              $     500    $   31,449                    
                                                                              =========    ==========                    

       The Company's  consolidated  equity in the earnings (losses) of investees
accounted  for under the  equity  method  for 1997  (none for 1995 and 1996) and
included  in "Other  income  (expense),  net" (see Note 16) in the  accompanying
consolidated  statement of operations  consisted of the following components (in
thousands):                                                                     

  Select Beverages...........................................$     862
   Limited partnerships, at equity............................     (277)
                                                             ---------
                                                             $     585
                                                             =========

       The gross amount of the Company's  investment in the  Partnership  equals
the underlying equity in the Partnership's net assets. The Company's  investment
in Select Beverages,  Inc. ("Select Beverages") exceeds the underlying equity in
Select Beverage's net assets by $14,609,000 as of December 28, 1997.            

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

     The Company's  investment in the  Partnership of $5,748,000 at December 28,
1997 is fully offset by an equal amount of deferred gain on the Offerings.  Such
deferred gain is recognized as the Company receives  quarterly  distributions on
the Subordinated  Units  ("Subordinated  Distributions")  and the Unsubordinated
General  Partners'  Interest (the "General  Partner  Distributions")  which were
$9,521,000 and $978,000,  respectively,  for 1997, in excess of its 42.7% equity
in  earnings  of  the  Partnership.   The  Company  also  received  Subordinated
Distributions  and General  Partner  Distributions  of $2,380,000  and $244,000,
respectively,  in  February  1998 with  respect to the  fourth  quarter of 1997.
However,   the  Company  has  agreed  to  forego  any  additional   Subordinated
Distributions  in  order  to  facilitate  the  Partnership's  compliance  with a
covenant restriction contained in its bank facility agreement.  Accordingly, the
Company does not expect to receive any additional Subordinated Distributions for
the  remainder of 1998.  Such  Subordinated  Distributions  will be resumed when
their payment will not impact compliance with such covenant.                    

      The Company,  through its ownership of Snapple,  owned 50% of the stock of
Rhode Island Beverage Packing Company, L.P. ("Rhode Island Beverages" or "RIB").
Snapple and Quaker were  defendants  in a breach of contract case filed in April
1997 by RIB, prior to the Snapple Acquisition (the "RIB Matter"). The RIB Matter
was settled in February 1998 and in accordance therewith Snapple surrendered (i)
its 50% investment in RIB ($550,000)  and (ii) certain  properties  ($1,202,000)
and paid RIB  $8,230,000.  The  settlement  amounts were fully provided for in a
combination  of  (i)  historical  Snapple  legal  reserves  as  of  the  Snapple
Acquisition  and additional  legal  reserves  provided in  "Acquisition  Related
Costs"  (see  Note 13) and (ii)  reserves  for  losses in  long-term  production
contracts  established in the Snapple Acquisition  purchase accounting (see Note
3).                                                                             

       Summary  unaudited   consolidated   balance  sheet  information  for  the
Partnership  at December 31, 1997,  the  Partnership's  year end, and for Select
Beverages as of January 3, 1998,  Select  Beverage's year end, is as follows (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                                       PARTNERSHIP      SELECT   
                                                                                       -----------      ------   

                                                                                                                 
Current assets.......................................................................$       30,160  $     73,482
Partnership Loan (see Note 8)........................................................        40,700          --  
Properties, net......................................................................        80,346        48,538
Other assets.........................................................................        26,031        77,449
                                                                                     --------------  ------------
                                                                                     $      177,237  $    199,469
                                                                                     ==============  ============

 Current liabilities.................................................................$       24,978  $     46,721
 Long-term debt......................................................................       136,131        94,274
 Other liabilities...................................................................         2,674         6,891
 Partners' capital/stockholders' equity..............................................        13,454        51,583
                                                                                     --------------  ------------
                                                                                     $      177,237  $    199,469
                                                                                     ==============  ============

       Summary consolidated income statement  information for the Partnership is
not  presented  since  the  results  of  operations  of  the  Partnership   were
consolidated  through December 28, 1997. Summary unaudited  consolidated  income
statement information for Select Beverages for the period from May 22, 1997 (the
Snapple Acquisition date) to January 3, 1998 is as follows (in thousands):      

                                                        [Enlarge/Download Table]


                                                                                               
Revenues.............................................................................$  215,242
Operating profit.....................................................................    14,574
Net income...........................................................................     4,311


(8)    LONG-TERM DEBT                                                           

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

                                                        [Enlarge/Download Table]


                                                                                                     YEAR-END              
                                                                                          ---------------------------------
                                                                                              1996                  1997   
                                                                                              ----                  ----   
                                                                                                                           
9 3/4% senior secured notes due 2000 (a).................................................$      275,000        $    275,000
Triarc Beverage Holdings Corp. Credit Agreement (b)                                                                        
     Term loans bearing interest at a weighted average rate of 9.72% at                                                    
        December 28, 1997................................................................           --              296,500
Note payable to the Partnership, bearing interest at 13 1/2% (c).........................           --               40,700
Mortgage notes payable to FFCA Mortgage Corporation,  bearing interest at                                                  
  a weighted average rate of 10.35% as of December 28,                                                                     
  1997, due through 2016 (d).............................................................        52,136               3,818
Equipment notes payable to FFCA, bearing interest at 10 1/2% at                                                            
  December 28, 1997, due through 2003 (d)................................................         6,236                 479
8.54% first mortgage notes due June 30, 2010 (e).........................................       125,000                  --
Mistic bank facility repaid in 1997 prior to maturity (b)                                                                  
     Term loan...........................................................................        53,750                  --
     Revolving loan......................................................................        14,950                  --
Propane Bank Credit Facility (f).........................................................         7,885                  --
Capitalized lease obligations (g)........................................................        15,974                 719
Other....................................................................................         9,290               1,796
                                                                                         --------------        ------------
          Total debt.....................................................................       560,221             619,012
          Less amounts payable within one year...........................................        91,067              14,182
                                                                                         --------------        ------------
                                                                                         $      469,154        $    604,830
                                                                                         ==============        ============

          Aggregate annual maturities of long-term debt,  including  capitalized
lease obligations, were as follows as of December 28, 1997 (in thousands):      

         1998...................................        $     14,182
         1999...................................              15,490
         2000...................................             294,709
         2001...................................              24,731
         2002...................................              27,258
         Thereafter.............................             242,642
                                                       -------------
                                                       $     619,012
                                                       =============

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

(b)   The  Credit Agreement  consists of a $300,000,000  term facility of which 
      $225,000,000  and $75,000,000 of loans (the "Term Loans") were borrowed by
      Snapple  and  Mistic,  respectively,   at  the  Snapple  Acquisition  date
      ($222,375,000 and $74,125,000,  respectively,  outstanding at December 28,
      1997) and an  $80,000,000  revolving  credit  facility  which provides for
      revolving credit loans (the "Revolving Loans") by Snapple,  Mistic or TBHC
      of  which   $25,000,000  and  $5,000,000  were  borrowed  on  the  Snapple
      Acquisition date by Snapple and Mistic, respectively.  The Revolving Loans
      were  repaid  prior to  December  28,  1997 and no  Revolving  Loans  were
      outstanding at December 28, 1997. The aggregate  $250,000,000  borrowed by
      Snapple was  principally  used to fund a portion of the purchase price for
      Snapple  (see Note 3). The  aggregate  $80,000,000  borrowed by Mistic was
      principally  used  to  repay  all  of  the  $70,850,000  then  outstanding
      borrowings  under Mistic's  former bank credit  facility (the "Mistic Bank
      Facility")  plus accrued  interest  thereon.  Borrowings  under the Credit
      Agreement bear interest, at the Company's option, at rates based on either
      the 30, 60, 90 or 180-day LIBOR  (ranging from 5.91% to 6% at December 28,
      1997) or an  alternate  base  rate  (the  "ABR").  The  interest  rates on
      LIBOR-based  loans are reset at the end of the period  corresponding  with
      the duration of the LIBOR selected.  The interest rates on ABR-based loans
      are  reset  at the  time  of any  change  in the  ABR.  The ABR (8 1/2% at
      December  28, 1997)  represents  the higher of the prime rate or 1/2% over
      the Federal  funds rate.  Revolving  Loans and one class of the Term Loans
      with an  outstanding  balance of  $97,500,000  at  December  28, 1997 bear
      interest  at 2 1/2% over  LIBOR or 1 1/4% over ABR until such time as such
      margins  may be subject to  downward  adjustment  by up to 1% based on the
      respective Borrowers' leverage ratio, as defined. The other two classes of
      Term Loans each with  outstanding  balances of $99,500,000 at December 28,
      1997 bear  interest at 3% and 3 1/4%,  respectively,  over LIBOR or 2 1/4%
      and 2 1/2%, respectively, over the ABR. The interest rates of all the term
      loans  outstanding at December 28, 1997 are based on LIBOR.  The borrowing
      base for Revolving Loans is the sum of 80% of eligible accounts receivable
      and 50% of eligible inventory.  At December 28, 1997 there was $32,511,000
      of  borrowing   availability   under  the  revolving  credit  facility  in
      accordance with limitations due to such borrowing base. The Term Loans are
      due  $9,500,000  in  1998,  $14,500,000  in  1999,  $19,500,000  in  2000,
      $24,500,000 in 2001, $27,000,000 in 2002, $61,000,000 in 2003, $94,000,000
      in 2004 and  $46,500,000  in 2005 and any Revolving  Loans would be due in
      full in June 2003. The Borrowers  must also make mandatory  prepayments in
      an amount,  if any, equal to  75% of excess cash flow, as  defined.  Under
      the  definition of excess cash flow as of December 28, 1997, the Borrowers
      would  have  been  obligated to  make a  mandatory  prepayment in  1998 of
      $25,600,000 plus an  additional  $15,900,000 in 1998 attributable to those
      acquisition related costs which  affect  the  working capital component of
      the  excess  cash  flow  calculation.   However, on  March  25,  1998  the
      Borrowers  obtained  an  amendment  to  the Credit  Agreement  dated March
      23, 1998 revising the  definition  of  excess  cash flow  for  the  period
      May 22, 1997  through December 28, 1997  resulting  in  a reduction of the
      required prepayment to $2,800,000. Accordingly, the $2,800,000 the Company
      is required to pay has been classified as  current  portion  of  long-term
      debt  in  the accompanying  consolidated  balance  sheet  at  December 28,
      1997  and  the remaining  $38,700,000  that would have  been  required  to
      be prepaid  under  the prior definition  of  excess  cash  flow  has  been
classified as non-current long-term debt.                           

(c)   On  July 2, 1996  the  Operating  Partnership  made  a $40.7  million loan
      (the  "Partnership  Loan") to Triarc.  The Partnership Loan bears interest
      payable in cash semiannually and is due in eight equal annual installments
      of approximately  $5,087,000 commencing 2003 through 2010. The Partnership
      Loan is included in the Company's long-term debt at December 28, 1997 as a
result of the Deconsolidation.                                      

(d)    ARDC and ARHC maintained loan and financing agreements with FFCA Mortgage
       Corporation which permitted borrowings in the form of mortgage notes (the
       "Mortgage  Notes")  and  equipment  notes  (the  "Equipment  Notes"  and,
       collectively  with the Mortgage Notes,  the "FFCA Loan  Agreements").  As
       discussed in Note 3, in May 1997 RTM assumed an aggregate  $54,682,000 of
       Mortgage Notes and Equipment  Notes in connection  with the RTM Sale. The
       remaining  Mortgage  Notes and  Equipment  Notes are  repayable  in equal
       monthly  installments,  including  interest,  over twenty and seven years
through 2016 and 2003, respectively.                              

(e)    On July 2, 1996  National  issued  $125,000,000  of 8.54% first  mortgage
       notes due June 30,  2010 (the  "First  Mortgage  Notes")  and  repaid the
       $123,188,000 of then  outstanding  borrowings  under its former revolving
       credit and term loan facility. The First Mortgage Notes amortize in equal
       annual  installments  of  $15,625,000  commencing  June 2003 through June
       2010.  In  accordance   with  the   Deconsolidation,   the   $125,000,000
       outstanding  amount of the First Mortgage Notes is no longer  included in
the Company's long-term debt at December 28, 1997.                

(f)    National  maintains  a bank credit  facility  (the  "Propane  Bank Credit
       Facility") with a group of banks. In accordance with the Deconsolidation,
     the  outstanding borrowings  under the Propane Bank Credit  Facility of
     $20,498,000  are no longer included in the Company's long-term  debt at
December 28, 1997.                                                

(g)    As  discussed  in  Note 3,  in May  1997  RTM  assumed   $14,955,000  of 
 capitalized lease obligations associated with the restaurants sold.

     Under the Company's various debt agreements,  substantially all of Triarc's
and its  subsidiaries'  assets other than cash,  short-term  investments and the
assets of Cable Car are pledged as security. In addition,  (i) obligations under
the 9 3/4%  Senior  Notes  have been  guaranteed  by Royal  Crown and TRG,  (ii)
obligations  under the First Mortgage Notes and the Propane Bank Credit Facility
have been  guaranteed by National  Propane and (iii)  borrowings  under the FFCA
Loan  Agreements  have been  guaranteed by Triarc.  Triarc remains  contingently
liable under its guarantee  for the  borrowings  under the FFCA Loan  Agreements
which were assumed by RTM in connection  with the RTM Sale upon the failure,  if
any, of RTM to satisfy such obligations.  As collateral for such guarantees, all
of the stock of Royal Crown and TRG is pledged as well as National  Propane's 2%
unsubordinated  general  partner  interest  in the  Partnership  (see  Note  3).
Although Triarc has not guaranteed the obligations  under the Credit  Agreement,
all of the stock of Snapple,  Mistic and TBHC is pledged as security for payment
of such  obligations.  Although the stock of National  Propane is not pledged in
connection with any guarantee of debt obligations, the 75.7% of such stock owned
by Triarc directly is pledged as security for obligations  under the Partnership
Loan.                                                                           

       The Company's debt agreements contain various covenants which (a) require
meeting  certain  financial  amount  and ratio  tests;  (b) limit,  among  other
matters, (i) the incurrence of indebtedness, (ii) the retirement of certain debt
prior to  maturity,  (iii)  investments,  (iv) asset  dispositions,  (v) capital
expenditures and (vi) affiliate  transactions other than in the normal course of
business;  and (c) restrict  the payment of dividends to Triarc.  As of December
28, 1997 the Company was in compliance with all such covenants.                 

       Triarc's principal  subsidiaries,  other than Cable Car, CFC Holdings and
National Propane,  are unable to pay any dividends or make any loans or advances
to Triarc  during  1998  under the terms of the  various  indentures  and credit
arrangements.  While there are no restrictions  applicable to National  Propane,
National Propane is dependent upon cash flows from the Partnership,  principally
the  distributions  from the  Partnership,  to pay  dividends.  (See  Note 7 for
restrictions on paying  Subordinated  Distributions in 1998). While there are no
restrictions  applicable to CFC Holdings,  CFC Holdings  would be dependent upon
cash flows from RCAC to pay  dividends  and, as of December 28,  1997,  RCAC was
unable to pay any dividends or make any loans or advances to CFC Holdings.      

(9)    FAIR VALUE OF FINANCIAL INSTRUMENTS                                      

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

                                                        [Enlarge/Download Table]


                                                                                     YEAR-END                          
                                                          ------------------------------------------------------------ 
                                                                       1996                            1997            
                                                          ----------------------------    ---------------------------- 
                                                              CARRYING         FAIR             CARRYING          FAIR 
                                                               AMOUNT          VALUE             AMOUNT          VALUE 
                                                           -----------    ------------    --------------  -------------

                                                                                                                       
Investments in limited partnerships, at cost (Note 7).....$        --     $         --    $        2,250  $      1,901 
                                                          ============    =============   ==============  ============ 
Long-term debt (Note 8):                                                                                               
     9 3/4% Senior Notes..................................$    275,000        $ 283,000   $      275,000  $    279,000 
     TBHC Credit Agreement................................         --               --           296,500       296,500 
     Partnership Loan.....................................         --               --            40,700        43,321 
     FFCA Loan Agreements.................................      58,372           61,814            4,297         4,612 
     First Mortgage Notes ................................     125,000          125,000              --            --  
     Mistic Bank Facility.................................      68,700           68,700              --            --  
     Propane Bank Credit Facility.........................       7,885            7,885              --            --  
     Other long-term debt ................................      25,264           25,264            2,515         2,515 
                                                          ------------    -------------   --------------  ------------ 
                                                          $    560,221    $     571,663   $      619,012  $    625,948 
                                                          ============    =============   ==============  ============ 

           The fair values of the Company's investments in limited partnerships,
at cost are based on statements of account received from such partnerships.  The
fair values of the 9 3/4% Senior Notes are based on quoted  market prices at the
respective  reporting  dates. The fair values of the Term Loans under the Credit
Agreement at December 28, 1997  approximated  their carrying values due to their
floating  interest rates.  The fair value of the Partnership Loan as of December
28, 1997 was  determined by using a discounted  cash flow  analysis  based on an
estimate of the Company's then current  borrowing  rate for a similar  security.
The fair values of the Mortgage  Notes and  Equipment  Notes under the FFCA Loan
Agreements were determined by discounting the future monthly  payments using the
then rate of interest available under such agreements at December 31, 1996 and a
rate assumed to be available given the same spread over a current  Treasury bond
yield for securities with similar durations at December 28, 1997. The fair value
of the First Mortgage Notes was assumed to reasonably approximate their carrying
value as of December 31, 1996 due to their then recent  issuance on July 2, 1996
and an insignificant change in borrowing rates from July 2, 1996 to December 31,
1996. The fair values of the revolving loans and the term loans under the Mistic
Bank  Facility  and the  Propane  Bank  Credit  Facility  at  December  31, 1996
approximated  their carrying values due to their floating  interest  rates.  The
fair values of all other  long-term debt were assumed to reasonably  approximate
their carrying amounts since (i) for capitalized lease obligations, the weighted
average  implicit  interest rate  approximates  current  levels and (ii) for all
other debt, the remaining maturities are relatively short-term.                 

(10)   INCOME TAXES                                                             

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

                      1995          1996            1997
                      ----          ----            ----

Domestic.............. $  (40,028)   $     (527)    $  (23,769)   
Foreign...............     (1,948)       (3,408)           679    
                   ----------    ----------     ----------
                    $  (41,976)   $   (3,935)    $  (23,090)
                   ==========    ==========     ==========

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

                                                        [Enlarge/Download Table]


                                                                             1995          1996       1997  
                                                                             ----          ----       ----  
                                                                                                            
Current:                                                                                                    
  Federal.............................................................$      4,775  $        (7)  $   5,225 
  State...............................................................        (518)      (5,292)      2,481 
  Foreign.............................................................        (357)        (370)       (805)
                                                                      ------------  -----------   --------- 
                                                                             3,900       (5,669)      6,901 
                                                                      ------------  -----------   --------- 
Deferred:                                                                                                   
  Federal.............................................................      (2,426)      (7,507)        867 
  State...............................................................       1,069        5,242      (3,026)
                                                                      ------------  -----------   --------- 
                                                                            (1,357)      (2,265)     (2,159)
                                                                      ------------  -----------   --------- 
        Total.........................................................$      2,543  $    (7,934)  $   4,742 
                                                                      ============  ===========   ========= 


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

                                                        [Enlarge/Download Table]


                                                                                         YEAR-END            
                                                                            ---------------------------------
                                                                                 1996                1997    
                                                                                 ----                ----    
                                                                                                             
Current deferred income tax assets (liabilities):                                                            
   Accrued employee benefit costs...........................................$      4,141         $     5,561 
   Accrued production contract losses.......................................        --                 4,588 
   Allowance for doubtful accounts .........................................       1,886               4,095 
   Accrued legal settlements and environmental matters......................         174               3,643 
   Glass front vending machines written off.................................        --                 2,925 
   Accrued advertising and promotions.......................................         628               2,468 
   Facilities relocation and corporate restructuring........................       2,366               2,049 
   Closed facilities reserves...............................................         892               1,919 
   Other, net...............................................................       7,796              12,671 
                                                                            ------------         ----------- 
                                                                                  17,883              39,919 
   Valuation allowance......................................................      (1,799)             (1,799)
                                                                            ------------         ----------- 
                                                                                  16,084              38,120 
                                                                            ------------         ----------- 
Non-current deferred income tax assets (liabilities):                                                        
   Trademarks basis differences.............................................        --               (53,929)
   Gain on sale of propane business (see Note 3)............................     (33,163)            (36,211)
   Reserve for income tax contingencies and other                                                            
      tax matters...........................................................     (29,005)            (27,596)
   Depreciation and other properties basis differences .....................      11,073             (14,632)
   Net operating loss and alternative minimum tax credit                                                     
      carryforwards.........................................................      23,954              42,980 
   Insurance losses not deducted............................................       7,061               7,061 
   Accrued production contract losses.......................................        --                 3,471 
   Other, net...............................................................       1,775               3,917 
                                                                            ------------         ----------- 
                                                                                 (18,305)            (74,939)
   Valuation allowance......................................................     (17,638)            (17,638)
                                                                            ------------         ----------- 
                                                                                 (35,943)            (92,577)
                                                                            ------------         ----------- 
                                                                            $    (19,859)        $   (54,457)
                                                                            ============         =========== 


       The increase in the net deferred income tax liabilities  from $19,859,000
at December 31, 1996 to  $54,457,000  at December  28,  1997,  or an increase of
$34,598,000,  differs from the provision for deferred income taxes of $2,159,000
for 1997.  Such difference is principally due to the recognition of net deferred
income tax liabilities in connection with the Snapple Acquisition of $31,452,000
(see Note 3).                                                                   

       As of December 28, 1997 Triarc had net operating loss  carryforwards  for
Federal income tax purposes of  approximately  $73,000,000,  the  utilization of
$18,000,000  of which is  subject  to  annual  limitations  through  1998.  Such
carryforwards  will expire  approximately  $1,000,000  in the years 2000 through
2003  and  $18,000,000,  $3,000,000  and  $51,000,000  in 2008,  2009 and  2012,
respectively.  In addition,  the Company has (i) alternative  minimum tax credit
carryforwards  of approximately  $5,700,000 and (ii) depletion  carryforwards of
approximately $4,400,000, both of which have an unlimited carryforward period.  

       A "valuation  allowance" is provided when it is more likely than not that
some  portion of  deferred  tax assets  will not be  realized.  The  Company has
established  valuation  allowances  principally  for  that  portion  of the  net
operating  loss  carryforwards  and other net  deferred  tax  assets  related to
Chesapeake  Insurance  which  entity as set forth in Note 1 is not  included  in
Triarc's consolidated income tax return.                                        

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

                                                        [Enlarge/Download Table]


                                                                                   1995        1996        1997  
                                                                                   ----        ----        ----  

                                                                                                                 
Income tax benefit computed at Federal statutory rate......................... $ 14,692   $   1,377   $    8,082 
Increase (decrease) in Federal tax benefit resulting from:                                                       
     Amortization of non-deductible Goodwill .................................   (2,286)     (2,153)      (2,481)
     Foreign tax rate in excess of United States Federal statutory rate                                          
        and foreign withholding taxes, net of Federal income tax benefit......     (307)       (241)        (433)
     State income (taxes) benefit, net of Federal income tax effect...........      358         (33)        (354)
     Effect of net operating losses for which no tax carryback                                                   
        benefit is available..................................................     (986)     (1,269)        (273)
     Minority interests.......................................................      --          640          772 
     Non-deductible loss on sale of Textile Business (see Note 3).............      --       (2,928)         --  
     Provision for income tax contingencies and other tax matters.............   (6,100)     (2,582)         --  
     Non-deductible amortization of restricted stock..........................   (1,440)        --           --  
     Other non-deductible expenses............................................   (1,340)       (745)        (664)
     Other, net...............................................................      (48)        --            93 
                                                                               --------   ---------   ---------- 
                                                                               $  2,543   $  (7,934)  $    4,742 
                                                                               ========   =========   ========== 


      The Federal  income tax returns of the Company  have been  examined by the
IRS for the tax years 1985  through  1988.  The Company has  resolved all issues
related to such audit and in connection therewith paid $674,000 in 1996 in final
settlement  of such  examination.  Such amount had been fully  reserved in years
prior to 1995. The IRS has completed its  examination  of the Company's  Federal
income  tax  returns  for the tax years  from 1989  through  1992 and has issued
notices of  proposed  adjustments  increasing  taxable  income by  approximately
$145,000,000.  The  Company  has  resolved  approximately  $102,000,000  of such
proposed adjustments and, in connection  therewith,  the Company paid $5,298,000
including interest, during the fourth quarter of 1997 and subsequent to December
28, 1997 paid an additional $8,136,000,  including interest. The Company intends
to contest the unresolved  adjustments  of  approximately  $43,000,000,  the tax
effect of which has not yet been  determined,  at the appellate  division of the
IRS.  During  1995 and 1996 the  Company  provided  $6,100,000  and  $2,582,000,
respectively, included in "Benefit from (provision for) income taxes" and during
1995, 1996 and 1997 provided $2,900,000, $2,000,000 and $3,000,000 respectively,
included in  "Interest  expense",  relating to such  examinations  and other tax
matters.  Management of the Company believes that adequate aggregate  provisions
have been  made in 1997 and prior  periods  for any tax  liabilities,  including
interest,  that may result from the 1989 through 1992  examination and other tax
matters.                                                                        

(11)   STOCKHOLDERS' EQUITY                                                     

      Throughout  1995 and 1996 the Company had 27,983,805  issued shares of its
Class A Common  Stock and there were no changes  therein in each of those years.
As discussed in Note 3, in 1997 Triarc issued 1,566,858 shares of Class A Common
Stock in  connection  with the  Stewart's  Acquisition,  resulting in 29,550,663
issued shares as of December 28, 1997. Prior to January 9, 1995 no shares of the
Company's  class B common stock  ("Class B Common  Stock") had been  issued.  On
January  9,  1995,  pursuant  to  a  settlement   agreement  (the  "1995  Posner
Settlement")  entered into by the Company and affiliates (the "Posner Entities")
of Victor Posner ("Posner"),  the former Chairman and Chief Executive Officer of
a predecessor  corporation to Triarc,  the Company issued to the Posner Entities
(i)  4,985,722  shares of Class B Common Stock as a result of the  conversion of
all of its then outstanding  5,982,866 shares of redeemable  preferred stock all
of which had been  owned by the  Posner  Entities  at $14.40  per share and (ii)
1,011,900  shares  of Class B  Common  Stock  with an  aggregate  fair  value of
$12,016,000 in  consideration  for,  among other matters,  (a) the settlement of
certain  liabilities  due to the Posner Entities and (b) an  indemnification  by
certain  of the Posner  Entities  of any claims or  expenses  involving  certain
litigation.                                                                     

       The  Company's  Class A  Common  Stock  and  Class  B  Common  Stock  are
identical,  except that Class A Common  Stock has one vote per share and Class B
Common Stock is non-voting.  Class B Common Stock issued to the Posner  Entities
can only be sold subject to a right of first  refusal in favor of the Company or
its designee.  If held by a person(s) not affiliated with Posner,  each share of
Class B Common Stock is convertible into one share of Class A Common Stock.     

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

                                                        [Enlarge/Download Table]

                                                                                  1995        1996       1997   
                                                                                  ----        ----       ----   

                                                                                                                
Number of shares at beginning of year..........................................    4,028      4,067       4,098 
Common shares acquired in open market transactions.............................       42         45          67 
Common shares issued from treasury upon exercise of stock options..............      --         (10)       (208)
Common shares issued from treasury to directors................................       (7)        (8)         (6)
Restricted stock exchanged (see below) or reacquired...........................       11          4         --  
Restricted stock grants from treasury (see below)..............................       (7)       --          --  
                                                                               ---------   --------   --------- 
Number of shares at end of year................................................    4,067      4,098       3,951 
                                                                               =========   ========   ========= 


       The Company has 25,000,000 authorized shares of preferred stock including
5,982,866 designated as redeemable preferred stock, none of which were issued as
of December 31, 1996 and December 28, 1997.                                     

       Prior to 1995 the Company adopted the 1993 Equity  Participation Plan, in
1997 the  Company  adopted the 1997  Equity  Participation  Plan and in 1997 the
Company  effectively  adopted the Stock Option Plan for Cable Car Employees (the
"Cable Car Plan" and  collectively  with the 1993 and 1997 Equity  Participation
Plans,  the "Equity Plans") in connection with the consummation of the Stewart's
Acquisition.  The  Equity  Plans  collectively  provide  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 Class A Common Stock pursuant to automatic  grants and in lieu
of annual  retainer or meeting  attendance  fees. The Equity Plans provide for a
maximum  of  10,654,931  shares of Class A Common  Stock to be  issued  upon the
exercise  of  options,  granted as  restricted  stock or issued to  non-employee
directors in lieu of fees and there remain 285,689  shares  available for future
grants under the Equity Plans as of December  28, 1997.  Subsequent  to December
28, 1997,  the Company's  Board of Directors  approved,  subject to  shareholder
approval,  the 1998 Equity  Participation Plan providing for a maximum 5,000,000
shares  of Class A Common  Stock to be  issued  upon the  exercise  of  options,
granted as  restricted  stock or issued to  non-employee  directors  pursuant to
automatic grants and in lieu of fees.                                           

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

                                                        [Enlarge/Download Table]


                                                                                                       WEIGHTED AVERAGE
                                                                      OPTIONS        OPTION PRICE        OPTION PRICE  
                                                                      -------        ------------        ------------  
                                                                                                                       
       Outstanding at January 1, 1995.........................        7,569,900    $ 10.75 - $ 30.00      $18.27       
       Granted during 1995....................................        1,241,000    $10.125 - $ 16.25      $10.57       
       Terminated during 1995.................................         (210,700)   $ 10.75 - $ 30.00      $17.38       
                                                                 --------------                                        
       Outstanding at December 31, 1995.......................        8,600,200    $10.125 - $ 30.00      $17.18       
       Granted during 1996 (a)................................          136,000     $11.00 - $13.00       $12.16       
       Exercised during 1996..................................           (9,999)        $10.75            $10.75       
       Terminated during 1996.................................         (293,869)   $10.125 - $30.00       $13.51       
                                                                 --------------                                        
       Outstanding at December 31, 1996.......................        8,432,332    $10.125 - $30.00       $17.24       
       Granted during 1997: (a)                                                                                        
           At market price....................................          871,500   $20.4375 - $23.6875     $23.11       
           Below market price.................................        1,351,000    $12.375 - $21.00       $12.77       
       Replacement Options issued to Cable Car                                                                         
           employees (b)......................................          154,931     $4.07 - $11.61         $7.20       
       Exercised during 1997..................................         (208,159)   $10.125 - $15.75       $11.69       
       Terminated during 1997.................................         (248,168)   $10.125 - $24.125      $14.12       
       Stock options settled other than through                                                                        
           the issuance of stock..............................         (727,000)   $10.125 - $21.00       $17.37       
                                                                 --------------                                        
       Outstanding at December 28, 1997.......................        9,626,436     $4.07 - $30.00        $17.17       
                                                                 ==============                                        
       Exercisable at December 28, 1997.......................        3,380,904     $4.07 - $30.00        $14.95       
                                                                 ==============                                        

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


                                                        [Enlarge/Download Table]


                                                                                1996      1997  
                                                                                ----      ----  

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


       (b) As of the November 25, 1997 date of the Stewart's Acquisition, Triarc
issued 154,931 stock options (the "Replacement  Options") to Cable Car employees
in  exchange  for  all of the  then  outstanding  Cable  Car  stock  options  in
accordance with the Cable Car Plan. The $2,788,000 fair value of the Replacement
Options was  accounted for as  additional  purchase  price for Cable Car and was
credited to "Additional paid-in-capital".                                       

       The  following  table sets forth  information  relating to stock  options
outstanding and exercisable at December 28, 1997:                               

                                                        [Enlarge/Download Table]


                                     STOCK OPTIONS OUTSTANDING                                STOCK OPTIONS EXERCISABLE   
  -----------------------------------------------------------------------------------   ----------------------------------
                                      OUTSTANDING AT       WEIGHTED        WEIGHTED     OUTSTANDING AT         WEIGHTED   
                                         YEAR-END        AVERAGE YEARS      AVERAGE        YEAR-END             AVERAGE   
    OPTION PRICE                           1997            REMAINING     OPTION PRICE        1997            OPTION PRICE 
    ------------                           ----            ---------     ------------        ----            ------------ 

                                                                                                                          
   $4.07 - $10.75......................    1,663,216          7.1           $10.12          1,357,520          $   10.09  
  $11.61 - $16.25......................    1,577,720          8.8           $12.78            195,053          $   14.06  
  $18.00 - $20.00......................    1,666,500          5.5           $18.21          1,540,832          $   18.18  
      $20.125..........................    3,500,000          6.3           $20.13                --           $     --   
$20.4375 - $30.00 .....................    1,219,000          8.9           $22.55            287,499          $   21.20  
                                       -------------                                   --------------                     
                                           9,626,436          7.0                           3,380,904                     
                                       =============                                   ==============                     


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

ON OR PRIOR                                                       
TO APRIL 21,                                          PRICE       
-----------                                           -----       

1999........................................    $ 27.1875 
2000........................................    $ 36.25   
2001........................................    $ 45.3125 

       Each  option not  previously  vested,  should  such  price  levels not be
attained no later than each  indicated  date,  will vest on October 21, 2003. In
addition to the 3,500,000  performance stock options discussed above, 350,000 of
such stock  options were  granted on April 21, 1994 to the Vice  Chairman of the
Company from April 1993 to December 31, 1995 (the "Vice Chairman").  In December
1995, it was decided that the Vice Chairman's  employment  contract would not be
extended  and as of January 1, 1996 the Vice  Chairman  resigned  as a director,
officer and  employee of the Company  and entered  into a  consulting  agreement
pursuant  to which no  substantial  services  are  expected to be  provided.  In
accordance  therewith,  effective January 1, 1996 all of the 513,333  non-vested
stock options of the aggregate  680,000 stock options  previously  issued to the
Vice Chairman  (including  350,000  performance stock options which were granted
April 21,  1994) were vested in full.  In January 1997 the Company paid the Vice
Chairman  $353,000 in  consideration  of the  cancellation  of all 680,000 stock
options previously granted to him. Such amount had been estimated and previously
provided in 1995 "Facilities  relocation and corporate  restructuring" (see Note
12).                                                                            

       Stock  options  under the Equity Plan are  generally  granted at not less
than the fair  market  value of the  Class A Common  Stock at the date of grant.
However,  options granted,  net of terminations,  prior to 1995 included 275,000
options issued at an option price of $20.00 per share which was below the $31.75
fair market value of the Class A Common Stock at the date of grant  resulting in
aggregate unearned compensation of $3,231,000.  Additionally, options granted in
1997 included  1,331,000  options  issued at a weighted  average option price of
$12.70;  such option price was below the  weighted  average fair market value of
the Class A Common Stock on the respective  dates of grant of $14.82,  resulting
in aggregate unearned  compensation of $2,823,000.  Such amounts are reported in
the  "Unearned  compensation"  component of "Other  stockholders'  equity." Such
unearned  compensation  is being  amortized  as  compensation  expense  over the
applicable  vesting  period of one to five years.  During  1995,  1996 and 1997,
$761,000,  $489,000 and $1,543,000,  respectively,  of unearned compensation was
amortized to compensation  expense and credited to "Unearned  compensation".  In
addition,  $96,000 of compensation  expense was recognized in 1997  representing
the  excess of fair  market  value over the  option  prices  for 20,000  options
granted in 1997 which were vested upon grant. During 1995, 1996 and 1997 certain
below market options were forfeited.  Such forfeitures  resulted in decreases to
(i) "Unearned compensation" of $319,000, $219,000 and $135,000 in 1995, 1996 and
1997, respectively, representing the reversals of the unamortized amounts at the
dates of forfeiture, (ii) "Additional paid-in capital" of $588,000, $852,000 and
$506,000 in 1995, 1996 and 1997, respectively,  representing the reversal of the
initial value of the forfeited below market stock options and (iii) "General and
administrative"  of  $269,000,  $633,000  and  $371,000 in 1995,  1996 and 1997,
respectively,  representing  the reversal of previous  amortization  of unearned
compensation  relating to forfeited  below market stock  options.  The remaining
unamortized  balance relating to Triarc's below market stock options included in
"Unearned compensation" is $1,450,000 at December 28, 1997.                     

       TBHC adopted the Triarc  Beverage  Holdings Corp.  1997 Stock Option Plan
(the "TBHC  Plan") in 1997 which  provides  for the grant of options to purchase
TBHC common shares to key employees, officers, directors and consultants of TBHC
and the Company and their  affiliates.  Stock  options  under the TBHC Plan have
maximum terms of ten years. The TBHC Plan provides for a maximum of 150,000 TBHC
common  shares to be issued upon the exercise of stock  options and there remain
73,750 shares available for future grants under the TBHC Plan as of December 28,
1997. During 1997, 76,250 stock options were granted under the TBHC Plan with an
exercise  price  equal  to fair  market  value  ($147.30)  as  determined  by an
independent appraisal.  The 74,250 stock options granted on August 19, 1997 vest
ratably on July 1 of 1999,  2000 and 2001. The 2,000 stock options granted later
in 1997 will vest ratably upon the second, third and fourth anniversaries of the
grant date.  The weighted  average grant date fair value of such 1997 grants was
$50.75.  All such options are  outstanding  as of December 28, 1997 and none are
exercisable.  The weighted  average years  remaining for the TBHC options is 9.6
years.                                                                          

       In addition,  National Propane adopted the National  Propane  Corporation
1996 Unit Option Plan (the "Propane  Plan") in 1996 which provides for the grant
of options to purchase  Common Units and  Subordinated  Units of the Partnership
and Common Unit appreciation rights to National Propane directors,  officers and
employees. Such options have maximum terms of ten years. Any expenses recognized
resulting  from grants under the Propane Plan are allocated to the  Partnership.
National  Propane granted 315,000 unit options during 1997 at an option price of
$17.30  which was below the fair market  value of the Common Units of $21.625 at
the date of grant. Such difference  resulted in aggregate unearned  compensation
to the  Partnership of $1,362,000,  of which $582,000  represented the Company's
42.7% interest and was recognized in the "Unearned compensation" component of   
"Other stockholders' equity" of the Company. Such unearned compensation is being
amortized  over the  applicable  service  period of three to five years.  During
1997,  $115,000 was amortized to  compensation  expense of the  Partnership,  of
which $49,000  related to the Company's 42.7% interest,  and,  accordingly,  was
credited to "Unearned  compensation."  The  Company's  portion of the  remaining
unamortized  balance  relating to National  Propane's  below market unit options
included in "Unearned compensation" is $533,000 at December 28, 1997.           

       In 1995 the Company  granted the  syndicated  lending bank in  connection
with the Mistic  Bank  Facility  (see Note 8) and two senior  officers of Mistic
stock  appreciation  rights (the "Mistic  Rights") for the  equivalent of 3% and
9.7%,  respectively,  of Mistic's  outstanding  common stock plus the equivalent
shares represented by such stock appreciation  rights. The Mistic Rights granted
to the syndicating  lending bank were immediately vested and of those granted to
the senior officers,  one-third vested over time and two-thirds vested depending
on Mistic's  performance.  The Mistic Rights  provided for  appreciation  in the
per-share  value of Mistic common stock above a base price of $28,637 per share,
which was equal to the Company's  per-share  capital  contribution  to Mistic in
connection  with the  Mistic  Acquisition  (see Note 3). The value of the Mistic
Rights  granted  to the  syndicating  lending  bank  was  recorded  as  deferred
financing costs. The Company  recognized  periodically the estimated increase or
decrease in the value of the Mistic Rights; such amounts were not significant in
1995,  1996 or 1997.  In  connection  with the  refinancing  of the Mistic  Bank
Facility in May 1997, the Mistic Rights granted to the syndicating  lending bank
were  repurchased by the Company for $492,000;  the $177,000 excess of such cost
over  the then  recorded  value of such  rights  of  $315,000  was  recorded  as
"Interest  expense"  during 1997. In addition,  the Mistic Rights granted to the
two senior  officers were  canceled in 1997 in  consideration  for,  among other
things, their participation in the TBHC Plan.                                   

       Effective  January 1, 1996 the Company  adopted  SFAS 123. In  accordance
with the intrinsic value method of accounting for stock options, the Company has
not recognized any compensation expense for those stock options granted in 1995,
1996 and 1997 at option  prices  equal to the fair  market  value of the Class A
Common Stock at the respective  dates of grant. The following pro forma net loss
and net  loss per  share  adjusts  such  data as set  forth in the  accompanying
consolidated  statements of operations to reflect for the Equity Plans, the TBHC
Plan and the Propane Plan (i)  compensation  expense for all 1995, 1996 and 1997
stock option  grants,  including  those granted at below market  option  prices,
based on the fair value method as provided for in SFAS 123,  (ii) the  reduction
in compensation  expense  recorded in accordance with the intrinsic value method
by eliminating the amortization of unearned compensation associated with options
granted at below market option  prices and (iii) the income tax effects  thereof
(in thousands except per share data):                                           

                                                        [Enlarge/Download Table]


                                                                  1995          1996         1997  
                                                                  ----          ----         ----  
                                                                                                   
Net loss...................................................... $  (37,280)  $  (16,313)  $  (7,810)
Loss per share................................................      (1.25)        (.55)       (.26)


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

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

                                                        [Enlarge/Download Table]


                                        1995          1996                    1997              
                                     -----------  ------------  --------------------------------
                                       EQUITY        EQUITY      EQUITY       TBHC      PROPANE 
                                        PLAN          PLAN        PLAN        PLAN       PLAN   
                                        ----          ----        ----        ----       -----  
                                                                                                
Risk-free interest rate.............    5.68%         6.66%       6.36%       6.22%      6.00%  
Expected option life................   7 years       7 years     7 years     7 years    7 years 
Expected volatility.................   45.72%        43.23%      40.26%        N/A      19.40%  
Dividend yield......................    None          None        None        None      10.28%  


       A summary of the changes in the  outstanding  shares of restricted  stock
granted by the Company from treasury stock is as follows:                       

     Outstanding at January 1, 1995..........................        468,750
     Granted during 1995.....................................          6,700
      Converted to Rights (see below) during 1995.............         (4,550)
      Forfeited during 1995...................................         (6,700)
      Vested during 1995 (see below)..........................       (464,200)
                                                                  ----------
    Outstanding at December 31, 1995, 1996 and 1997.........            --
                                                                  ==========

       Grants of restricted stock resulted in unearned  compensation included in
the "Unearned  compensation"  component of "Other stockholders' equity" equal to
the number of shares  granted  multiplied  by the market value of the  Company's
Class A Common  Stock on the  grant  date.  The 1995  grant of 6,700  shares  of
restricted stock resulted in additional  unearned  compensation of $68,000 based
upon the market value of the Company's Class A Common Stock at the date of grant
of $10.125.  Restricted  stock  vested over three to four years,  other than the
1995 addition which vested upon grant.  The related  unearned  compensation  was
amortized over the applicable vesting period,  prior to the accelerated vestings
of restricted  stock described  below,  and,  together with the  amortization of
unearned  compensation  related to the  accelerated  vesting,  was  recorded  as
"General and administrative".  The vesting of 150,000 shares of restricted stock
held by the three  court-appointed  members of a special  committee  of Triarc's
Board  of  Directors  (the  "Special  Committee  Members")  was  accelerated  in
connection  with their decision not to stand for re-election as directors of the
Company  at the 1995  annual  stockholders  meeting  resulting  in a charge  for
amortization of unearned  compensation in 1995 of $1,691,000 (including $723,000
which would have  otherwise  been amortized  during the  post-acceleration  1995
period).  On December 7, 1995 the  Compensation  Committee of Triarc's  Board of
Directors authorized  management of the Company to accelerate the vesting of the
remaining  307,500 shares of restricted stock. On January 16, 1996 management of
the Company  accelerated  the vesting and the  Company  recorded  the  resulting
additional  amortization of unearned  compensation of $1,640,000 in its entirety
in 1995 which  together  with the  $1,691,000  related to the Special  Committee
Members,   resulted  in  aggregate  amortization  of  unearned  compensation  in
connection with accelerated vesting of $3,331,000.  Compensation expense for the
aggregate   amortization  of  unearned   compensation  was  $5,281,000  in  1995
(including  the  $3,331,000  relating to the  previously  discussed  accelerated
vesting of restricted stock).                                                   

       Prior to 1995 and during the year ended  December 31,  1995,  the Company
agreed to pay to employees  terminated during each such period and directors who
were not reelected  during 1994 and 1995 who held restricted  stock and/or stock
options,  an amount in cash equal to the difference  between the market value of
Triarc's Class A Common Stock and the base value (see below) of such  restricted
stock and stock options (the "Rights") in exchange for such restricted  stock or
stock options.  Such  exchanges for  restricted  stock were for 36,000 and 4,550
Rights  prior to 1995 and in 1995,  respectively,  and for  stock  options  were
166,000,  97,700  and  12,500  Rights  prior  to  1995  and in  1995  and  1996,
respectively.  All  such  exchanges  were  for an  equal  number  of  shares  of
restricted  stock or stock options  except that the 4,550 Rights granted in 1995
were in  exchange  for 11,250  shares of  restricted  stock.  The  Rights  which
resulted from the exchange of stock options had base prices  ranging from $10.75
to  $30.75  per  share  and the  Rights  which  resulted  from the  exchange  of
restricted  stock all had a base price of zero. The  restricted  stock for which
Rights were granted was fully vested upon  termination  of the  employees.  As a
result of such accelerated  vesting the Company  incurred  charges  representing
unamortized  unearned  compensation  of $13,000 during 1995 included in "General
and  administrative".  Of the  316,750  Rights  granted,  (i)  36,000  and 4,550
relating to restricted stock were exercised in 1995 and 1996, respectively, (ii)
71,000,  108,700 and 80,000  relating to stock options expired prior to 1995 and
in 1996 and 1997,  respectively  and (iii) 16,500 relating to stock options were
exercised in 1996. Upon issuance of the Rights the Company  recorded a liability
equal to the excess of the then  market  value of the Class A Common  Stock over
the base  price  of the  stock  options  or  restricted  stock  exchanged.  Such
liability  was  adjusted to reflect  changes in the fair market value of Class A
Common Stock subject to a lower limit of the base price of the Rights.          

(12)   FACILITIES RELOCATION AND CORPORATE RESTRUCTURING                        

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

                                                        [Enlarge/Download Table]


                                                                                  1995(A)      1996(B)     1997(C) 
                                                                                  -------      -------     ------- 

                                                                                                                   
Estimated restructuring charges associated with employee                                                           
   severance and related termination costs.....................................$      510   $    2,200  $     5,426
Employee relocation costs......................................................       --           --         1,337
Write-off of certain beverage distribution rights..............................       --           --           300
Costs related to the then planned spinoff of the Company's                                                         
   restaurant/beverage group (Note 3)..........................................       --           400           12
Estimated costs related to sublease of excess office space ....................       --         3,700           --
Costs of terminating a beverage distribution agreement.........................       --         1,300           --
Estimated costs of beverage plant closing and other asset disposals............       --           600           --
Consulting fees paid associated with combining certain operations                                                  
   of Royal Crown and Mistic ($500) and other costs ($100).....................       --           600           --
Costs related to a consulting agreement between the Company                                                        
   and a former Vice Chairman .................................................     2,500          --            --
Reduction to estimated costs provided prior to 1995 to relocate the                                                
   Company's headquarters......................................................      (310)         --            --
                                                                               ----------   ----------  -----------
                                                                               $    2,700   $    8,800  $     7,075
                                                                               ==========   ==========  ===========

       (a)   The 1995 facilities  relocation and corporate  restructuring charge
             related  to  (i) a  $310,000  reduction  of  the  estimated  costs,
             provided  prior to 1995,  to terminate  the lease on the  Company's
             then existing  corporate  facilities in Miami Beach with one of the
             Posner  Entities,  resulting from the 1995 Posner  Settlement  (see
             Note 11) and (ii) severance  costs  associated with the resignation
             of the Vice Chairman of Triarc,  who had served from April 23, 1993
             to December  31, 1995 (see Note 11),  and the 1995  termination  of
             other  corporate  employees  in  conjunction  with a  reduction  in
corporate staffing.                                   

      (b)   The 1996 facilities  relocation and corporate  restructuring  charge
            principally  related to (i)  estimated  losses on planned  subleases
            (principally  for  the  write-off  of   nonrecoverable   unamortized
            leasehold improvements and furniture and fixtures) of surplus office
            space  as a  result  of  the  then  planned  sale  of  company-owned
            restaurants  and the relocation  (the "Royal Crown  Relocation")  of
            Royal  Crown's  headquarters  which  were  centralized  with  TBHC's
            offices in White Plains,  New York,  (ii) employee  severance  costs
            associated  with the Royal Crown  Relocation,  (iii)  terminating  a
            beverage distribution  agreement,  (iv) the shutdown of the beverage
            segment's Ohio production  facility and other asset  disposals,  (v)
            consultant fees paid associated with combining certain operations of
            Royal  Crown and  Mistic  and (vi) the then  planned  spinoff of the
Company's restaurant/beverage group (see Note 3).       

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

(13)   ACQUISITION RELATED COSTS                                                

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

                                                        [Enlarge/Download Table]


                                                                                                                          
Write down glass front vending machines based on the Company's change in estimate of their                                
   value considering the Company's plans for their future use..................................................$    12,557
Provide additional reserves for legal matters based on the Company's change in Quaker's estimate                          
   of the amounts required reflecting the Company's plans and estimates of costs to resolve such matters.......      6,697
Provide additional reserves for doubtful accounts related to Snapple ($2,254) and the effect of the                       
   Snapple Acquisition ($975) on MetBev, Inc. (see Note 22) based on the Company's change in                              
   estimate of the related write-off to be incurred............................................................      3,229
Provide for fees paid to Quaker pursuant to a transition services agreement....................................      2,819
Reflects the portion of promotional expenses relating to the Pre-Acquisition Period as a                                  
   result of the Company's current operating expectations......................................................      2,510
Provide for certain costs in connection with the successful consummation of the Snapple Acquisition                       
   and the Mistic refinancing in connection with entering into the Credit Agreement............................      2,000
Provide for costs, principally for independent consultants, incurred in connection with the                               
   conversion of Snapple to the Company's operating and financial information systems..........................      1,603
Sign-on bonus..................................................................................................        400
                                                                                                               -----------
                                                                                                               $    31,815
                                                                                                               ===========


(14)   GAIN (LOSS) ON SALE OF BUSINESSES, NET                                   

       The  "Gain  (loss)  on  sale of  businesses,  net"  as  reflected  in the
accompanying  consolidated statements of operations was $(100,000),  $77,000,000
and $4,955,000 in 1995, 1996 and 1997,  respectively.  The loss in 1995 resulted
from the writeoff of the  Company's  then  investment in MetBev (see Note 22), a
beverage  distributor  in the  New  York  metropolitan  area  when  the  Company
determined  the  decline in value of such  investment  was other than  temporary
which resulted in a pretax loss of $1,000,000 less $900,000 of gains relating to
sales of assets of the natural gas and oil businesses. The gain in 1996 resulted
from a pretax gain of  $85,175,000  from the Offerings in the  Partnership  (see
Note 3) less (i) a pretax loss of  $4,500,000  from the  Graniteville  Sale (see
Note 3), and (ii) a pretax loss of $3,675,000  associated with the write-down of
MetBev  (see  Note  22).  The  gain  in  1997  consisted  of (i)  $8,468,000  of
recognition  of deferred  gain from the Offerings in the  Partnership,  and (ii)
$576,000 of recognized gain on the C&C Sale (see Note 3) less $4,089,000 of loss
from the RTM Sale (see Note 3).                                                 

(15)   INVESTMENT INCOME, NET                                                   

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

                                                        [Enlarge/Download Table]


                                                                              1995            1996         1997   
                                                                              ----            ----         ----   

                                                                                                                  
Interest income ........................................................ $     2,578   $       7,299  $      7,540
Realized gain (loss) on marketable securities...........................        (254)            700         4,849
Dividend income.........................................................         --               70           382
                                                                         -----------   -------------  ------------
                                                                         $     2,324   $       8,069  $     12,771
                                                                         ===========   =============  ============

(16)      OTHER INCOME (EXPENSE), NET                                           

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

                                                        [Enlarge/Download Table]


                                                                              1995            1996          1997    
                                                                              ----            ----          ----    

                                                                                                                    
Interest income ........................................................ $       988   $       1,264   $      1,529 
Posner Settlements (a)..................................................       2,312             --           1,935 
Gain on sale of excess timberland ......................................      11,945             --             --  
Net gain (loss) on other sales of assets................................      (1,684)            (38)         1,344 
Gain on lease termination...............................................         --              --             892 
Equity in earnings of investees (Note 7) ...............................         --              --             585 
Joint venture investment settlement (b).................................         --           (1,500)        (3,665)
Insurance settlement for fire-damaged equipment.........................       1,875             --             --  
Columbia Gas Settlement (c).............................................       1,856             --             --  
Other, net .............................................................        (511)            148          1,250 
                                                                         -----------   -------------   ------------ 
                                                                         $    16,781   $        (126)  $      3,870 
                                                                         ===========   =============   ============ 

      (a)   Pursuant  to the 1995  Posner  Settlement,  Posner  paid the Company
            $6,000,000 in January 1995 in exchange for, among other things,  the
            release by the  Company  from  certain  claims that it may have with
            respect to the Posner  Entities,  subject to the satisfaction by the
            Posner Entities of certain  obligations under the Posner Settlement.
            The Company  used a portion of such funds to pay (i)  $2,000,000  to
            the court-appointed  members of a special committee of the Company's
            Board of Directors  for  services  rendered in  connection  with the
            consummation  of the Posner  Settlement and (ii) $1,150,000 of other
            expenses,  including related attorney's fees of $850,000,  resulting
           in a  pretax  excess  of  $2,850,000,  of  which  $538,000  reduced
            "General  and  administrative"  as  a  recovery  of  legal  expenses
            originally  reported  therein and  $2,312,000 was credited to "Other
            income  (expense),  net" as reimbursement to the Company for certain
            legal  fees  incurred  prior  to 1995  in  connection  with  matters
relating to the Posner Settlement.                      

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

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

      (c)   The Company was a party to a class action  lawsuit  brought  against
            Columbia Gas System,  Inc.  ("Columbia  Gas") in which the claimants
            charged  that  Columbia  Gas  had   overcharged  the  claimants  for
            purchases  of propane  gas.  During  the fourth  quarter of 1995 the
            Company received  $2,406,000 in full settlement of the lawsuit which
   resulted in a gain of $1,856,000 net of estimated expenses.

(17)   DISCONTINUED OPERATIONS                                                  

       On December 23, 1997 the Company  consummated the C.H.  Patrick Sale (see
Note 3) and C.H.  Patrick has been accounted for as a discontinued  operation in
1997 and the accompanying 1995 and 1996 consolidated  financial  statements have
been reclassified  accordingly.  In addition, prior to 1995 the Company sold the
stock or the principal assets of the companies  comprising  SEPSCO's utility and
municipal services and refrigeration business segments (the "SEPSCO Discontinued
Operations") which have been accounted for as discounted operations and of which
there  remain  certain   obligations  not  transferred  to  the  buyers  of  the
discontinued businesses to be liquidated and incidental plants and properties of
the refrigeration business to be sold.                                          

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

                                                        [Enlarge/Download Table]


                                                                                 1995         1996         1997   
                                                                                 ----         ----         ----   

                                                                                                                  

Income from discontinued operations net of                                                                        
   income taxes of $1,513, $3,360 and $943 .................................. $     2,439  $     5,213  $    1,209
Gain on disposal of discontinued operations                                                                       
   net of income taxes of $13,768............................................         --           --       19,509
                                                                              -----------  -----------  ----------
                                                                              $     2,439  $     5,213  $   20,718
                                                                              ===========  ===========  ==========

      The income from discontinued operations to the December 23, 1997 sale date
consisted of the following (in thousands):                                      

                                                        [Enlarge/Download Table]


                                                                               1995       1996          1997  
                                                                               ----       ----          ----  

                                                                                                              
Revenues.................................................................. $  42,210   $  61,064   $   65,227 
Operating income..........................................................    10,844      10,874        5,405 
Income before income taxes................................................     3,952       8,573       35,429 
Provision for income taxes................................................    (1,513)     (3,360)     (14,711)
Net income................................................................     2,439       5,213       20,718 


     The net current assets  (liabilities)  of  discontinued  operations and net
non-current   liabilities  (none  as  of  December  28,  1997)  of  discontinued
operations consisted of the following (in thousands):                           

                                                        [Enlarge/Download Table]


                                                                                         1996            1997        
                                                                                         ----            ----        

                                                                                                                     
Current assets (liabilities)                                                                                         
  Cash.................................................................................. $    215       $    --      
  Receivables, net......................................................................    9,650            --      
  Inventories...........................................................................   15,755            --      
  Other current assets..................................................................      325            --      
  Current portion of long-term debt.....................................................   (2,500)           --      
  Accounts payable......................................................................   (2,006)           --      
  Accrued expenses......................................................................   (1,546)           --      
  Net current liabilities of SEPSCO Discontinued Operations (included                                                
    in "Accrued expenses" at December 28, 1997).........................................   (3,589) (a)    (4,339) (a)
                                                                                         --------       --------     
                                                                                         $ 16,304       $ (4,339)    
                                                                                         ========       ========     
Non-current assets (liabilities)                                                                                     
  Properties, net....................................................................... $  8,304                    
  Unamortized costs in excess of net assets of acquired companies.......................    3,073                    
  Other non-current assets..............................................................    3,089                    
  Long-term debt........................................................................  (31,375)                   
                                                                                         --------                    
                                                                                         $(16,909)                   
                                                                                         ========                    

            (a)   Exclusive of a $3,000,000 note receivable due in full in 2000,
                  bearing  interest at 8% and due from  National  Cold  Storage,
                 Inc.,  a company  formed by two  then  officers  of SEPSCO to
                  purchase one of the  refrigeration  businesses,  which has not
                  been recognized  since at the time of sale collection  thereof
was not reasonably assured.                 

           Losses  associated  with  the  SEPSCO  Discontinued  Operations  were
provided for in their entirety in years prior to 1995.  After  consideration  of
the amounts  provided in prior years, the Company expects the liquidation of the
remaining liabilities  associated with the SEPSCO Discontinued  Operations as of
December 28, 1997 will not have any  material  adverse  impact on its  financial
position or results of operations.                                              

(18)   EXTRAORDINARY ITEMS                                                      

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

                                                        [Enlarge/Download Table]


                                                                                    1996        1997   
                                                                                    ----        ----   

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

(19)   PENSION AND OTHER BENEFIT PLANS                                          

       The Company  maintains  several  401(k) defined  contribution  plans (the
"Plans") covering all employees who meet certain minimum  requirements and elect
to participate including certain employees of Snapple subsequent to May 22, 1997
and Mistic  subsequent  to January 1, 1996 and  excluding  certain  employees of
Cable Car (eligibility expected to commence in 1998) and those employees covered
by plans under  certain  union  contracts.  Under the  provisions  of the Plans,
employees may contribute various percentages of their compensation ranging up to
a maximum of 15%, subject to certain limitations.  The Plans provide for Company
matching  contributions at either 25% or 50% of employee contributions up to the
first  5%  thereof  or at 100% of  employee  contributions  up to the  first  3%
thereof.  The Plans also provide for  additional  annual  Company  contributions
either  equal to 1/4% of 1% of  employee's  total  compensation  or an arbitrary
aggregate  amount to be  determined by the  employer.  In connection  with these
employer  contributions,   the  Company  provided  $3,024,000,   $1,885,000  and
$1,731,000 in 1995, 1996 and 1997,  respectively.  The decrease in contributions
subsequent  to 1995 is  principally  due to the effect of the April 1996 sale of
the Textile Business.                                                           

     The Company  provides or provided  defined  benefit  plans for employees of
certain subsidiaries. Prior to 1995 all of the plans were frozen.               

       The  components  of the net  periodic  pension  cost were as follows  (in
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                            1995        1996       1997  
                                                                            ----        ----       ----  

                                                                                                         
Current service cost (represents plan expenses)......................... $     151   $    160   $    151 
Interest cost on projected benefit obligation...........................       503        481        467 
Return on plan assets ..................................................    (1,445)      (762)    (1,216)
Net amortization and deferrals..........................................       993        240        658 
                                                                         ---------   --------   -------- 
     Net periodic pension cost ......................................... $     202   $    119   $     60 
                                                                         =========   ========   ======== 


     The following table sets forth the plans' funded status (in thousands):

                                                        [Enlarge/Download Table]


                                                                                        AGGREGATE OF PLANS WHOSE             
                                                                     --------------------------------------------------------
                                                                            ASSETS EXCEEDED           ACCUMULATED BENEFITS   
                                                                         ACCUMULATED BENEFITS          EXCEEDED ASSETS (A)   
                                                                               YEAR-END                   YEAR-END           
                                                                         1996             1997              1996             
                                                                         ----             ----              ----             

                                                                                                                             
Actuarial present value of benefit obligations                                                                               
      Vested benefit obligation......................................$       2,227    $     6,755       $    4,634           
      Non-vested benefit obligation..................................           --             16               18           
                                                                     -------------    -----------       ----------           
           Accumulated and projected benefit obligation..............        2,227          6,771            4,652           
      Plan assets at fair value......................................       (2,751)        (7,661)          (4,351)          
                                                                     -------------    -----------       ----------           
      Funded status..................................................         (524)          (890)             301           
      Unrecognized net gain from plan experience.....................          629          1,383              230           
                                                                     -------------    -----------       ----------           
           Accrued pension cost......................................$         105    $       493       $      531           
                                                                     =============    ===========       ==========           

(a) at December 28, 1997 the assets exceeded the accumulated benefits for all plans.                                         


       Significant  assumptions  used in measuring the net periodic pension cost
for the plans included the following:  (i) the expected long-term rate of return
on plan assets was 8% and (ii) the discount  rate was 8% for 1995,  7% for 1996,
and 7 1/2%  for  1997.  The  discount  rate  used  in  determining  the  benefit
obligations  above was 7 1/2% at December  31, 1996 and 7% at December 28, 1997.
The effects of the 1996  decrease and the 1997 increase in the discount rate did
not  materially  affect the net periodic  pension cost. The 1997 decrease in the
discount rate used in determining the benefit obligation resulted in an increase
in the accumulated and projected benefit obligation of $315,000.                

       Plan assets as of December  28, 1997 are  invested in managed  portfolios
consisting of government and government agency obligations  (51%),  common stock
(37%), corporate debt securities (10%) and other investments (2%).              

       Under certain union  contracts,  the Company is required to make payments
to the unions' pension funds based upon hours worked by the eligible  employees.
In connection with these union plans, the Company  provided  $669,000 in each of
1995 and 1996, and $614,000 in 1997.  Information from the administrators of the
plans is not  available  to permit the Company to  determine  its  proportionate
share of unfunded vested benefits, if any.                                      

       The Company maintains unfunded  postretirement  medical and death benefit
plans for a limited  number of  employees  who have  retired  and have  provided
certain  minimum  years  of  service.   The  medical  benefits  are  principally
contributory while death benefits are  noncontributory.  Prior to the April 1996
sale of the  Textile  Business,  a  limited  number of  active  employees,  upon
retirement,  were also covered.  The net  postretirement  benefit cost for 1995,
1996 and 1997, as well as the accumulated  postretirement  benefit obligation as
of December 28, 1997, were insignificant.                                       

(20)   LEASE COMMITMENTS                                                        

      The Company leases buildings and improvements and machinery and equipment.
Prior to the RTM Sale,  some leases  provided for contingent  rentals based upon
sales volume.  In connection  with the RTM Sale in May 1997,  substantially  all
operating and capitalized lease obligations associated with the sold restaurants
were assumed by RTM,  although the Company  remains  contingently  liable if the
future  lease  payments  (which  could   potentially   aggregate  a  maximum  of
approximately  $100,000,000  as of December  28,  1997) are not made by RTM. The
Company provided $9,677,000 in "Reduction in carrying value of long-lived assets
impaired or to be disposed of" in 1996  representing the present value of future
operating lease payments  relating to certain  equipment  transferred to RTM but
the obligations for which remain with the Company.                              

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

                                                        [Enlarge/Download Table]


                                                                    1995           1996             1997  
                                                                    ----           ----             ----  

                                                                                                          
Minimum rentals.................................................. $    25,784  $      28,377  $     20,934
Contingent rentals...............................................         987            794           204
                                                                  -----------  -------------  ------------
                                                                       26,771         29,171        21,138
Less sublease income.............................................       5,358          5,460         6,027
                                                                  -----------  -------------  ------------
                                                                  $    21,413  $      23,711  $     15,111
                                                                  ===========  =============  ============


       The Company's  future minimum rental  payments and sublease rental income
for leases having an initial lease term in excess of one year as of December 28,
1997,  excluding  $7,925,000 of those future  operating lease payments for which
the Company has provided as set forth above, are as follows (in thousands):     

                                                        [Enlarge/Download Table]


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

                                                                                                                  
1998.......................................................$          197   $    13,935  $        60   $     4,566
1999.......................................................           140        11,042           60         2,404
2000.......................................................           122         9,738           55         1,639
2001.......................................................           122         9,379           41         1,464
2002.......................................................           122         8,501           44           616
Thereafter.................................................           393        35,948          160         1,337
                                                           --------------   -----------  -----------   -----------
  Total minimum payments...................................         1,096   $    88,543  $       420   $    12,026
                                                                            ===========  ===========   ===========
Less interest..............................................           377                                         
                                                           --------------                                         
Present value of minimum capitalized lease payments........$          719                                         
                                                           ==============                                         


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

(21)   LEGAL AND ENVIRONMENTAL MATTERS                                          

      The Company is involved in litigation,  claims and  environmental  matters
incidental  to its  businesses.  The  Company  has  reserves  for such legal and
environmental matters aggregating  approximately  $10,274,000 (see Note 6) as of
December 28, 1997. Although the outcome of such matters cannot be predicted with
certainty and some of these may be disposed of unfavorably to the Company, based
on  currently  available  information  and  given the  Company's  aforementioned
reserves, the Company does not believe that such legal and environmental matters
will have a material adverse effect on its consolidated results of operations or
financial position.                                                             

(22)   TRANSACTIONS WITH RELATED PARTIES                                        

       The  Company  leases  aircraft  owned  by  Triangle   Aircraft   Services
Corporation  ("TASCO"),  a company  owned by the  Chairman  and Chief  Executive
Officer and the President and Chief Operating Officer of the Company, for a base
annual  rent,  commencing  at  $1,800,000  in October  1993 which is indexed for
annual  cost  of  living  adjustments.  In  accordance  with  a May  1997  lease
amendment,  the base rent was  increased  $1,250,000  and the Company paid TASCO
$2,500,000 for (i) an option to continue the lease for an additional  five years
effective  September  30, 1997 and (ii) the agreement by TASCO to replace one of
the aircraft  covered under the lease.  Such  $2,500,000  is being  amortized to
rental  expense  over the  five-year  period  commencing  October  1,  1997.  In
connection  with  such  lease  the  Company  had  rent  expense  of  $1,910,000,
$1,973,000  and $2,876,000 for 1995,  1996 and 1997,  respectively.  Pursuant to
this arrangement,  the Company also pays the operating  expenses of the aircraft
directly to third parties.                                                      

       The Company  subleased  through  January 31,  1996 from an  affiliate  of
Messrs. Peltz and May approximately 26,800 square feet of furnished office space
in New York,  New York owned by an  unaffiliated  third  party.  Rental  expense
during 1995 and 1996 for such subleases,  including operating expenses,  but net
of amounts  received by the Company for its  sublease of a portion of such space
through  January 1996  ($357,000 and $30,000,  respectively)  was $1,350,000 and
$1,100,000  respectively.  Such amounts are less than the rents such  affiliates
paid to the unaffiliated landlords but represent amounts the Company believes it
would have paid an unaffiliated third party for similar improved office space.  

       The  Company  had  secured  receivables  from  Pennsylvania   Engineering
Corporation ("PEC"), a former affiliate, aggregating $6,664,000 which were fully
reserved prior to 1995. PEC had filed for protection  under the bankruptcy  code
and, moreover, the Company had significant doubts as to the net realizability of
the  underlying  collateral.  During the fourth  quarter  of 1995,  the  Company
received  $3,049,000  with  respect to amounts  owed from PEC  representing  the
Company's  allocated portion of the bankruptcy  settlement reported as "Recovery
of doubtful  accounts from former  affiliates" in the accompanying  consolidated
statements of operations.                                                       

      During 1995 the Company paid  $1,000,000  and  contributed a license for a
period of five years for the Royal Crown distribution rights for its products in
New York City and certain  surrounding  counties to MetBev,  Inc.  ("MetBev") in
exchange for preferred stock in MetBev  representing a 37.5% voting interest and
a warrant to acquire 37.5% of the common stock of MetBev.  The  remaining  62.5%
was owned by other parties and was subject to certain vesting  provisions.  Upon
consummation  of the sale of the MetBev  distribution  rights (see  below),  the
Company's   voting  interest  in  MetBev  was  44.7%   principally  due  to  the
cancellation of nonvested  stock.  Additionally,  pursuant to a revolving credit
agreement between Triarc and MetBev,  Triarc loaned $2,000,000 and $2,475,000 to
MetBev  in  1995  and  1996,  respectively,  which  loans  were  secured  by the
receivables and inventories of MetBev. In December 1996 the distribution  rights
of MetBev  were sold to a third  party for minimum  payments  over a  three-year
period  aggregating  $1,050,000  and MetBev  commenced  the  liquidation  of its
remaining  assets and  liabilities.  During 1997 the Company  advanced MetBev an
additional  $539,000 for costs incurred in liquidating the remaining  assets and
liabilities and related  close-down  costs of its facility.  The Company has not
received  any  payments  on  the  $1,050,000  from  the  purchaser  of  MetBev's
distributor rights and does not expect to collect due to financial  difficulties
of the purchaser which the Company  believes is due to competitive  pressures on
the purchaser following the Snapple Acquisition and the Company's revitalization
of Snapple. In connection  therewith,  in 1995 the Company provided a reserve of
$800,000  (included  in "General and  administrative")  relating to its loans to
MetBev and wrote off its $1,000,000  investment  (see Note 14) and in 1996 wrote
down  the  remaining   $3,675,000  (see  Note  14)  since  MetBev  had  incurred
significant  losses from its  inception  and had a  stockholders'  deficit as of
December 31, 1996 of $8,943,000.  Further,  the Company provided  $1,745,000 and
$2,000,000  (included in "General and administrative" and "Advertising,  selling
and distribution") in 1995 and 1996, respectively, for uncollectible receivables
from sales (with  minimal  gross  profit) of finished  product to MetBev (and in
1995 a  guarantee  of a  MetBev  third  party  accounts  payable)  resulting  in
remaining  accounts  receivable  of $997,000.  In 1997 the Company wrote off its
remaining receivables from MetBev, after offsetting amounts otherwise payable to
the purchaser,  amounting to $975,000 (included in "Acquisition related costs" -
see Note 13).                                                                   

See also Notes 7, 8, 11 and 12 with respect to other  transactions  with related
parties.                                                                        

(23)   BUSINESS SEGMENTS                                                        

       The Company  currently has three major segments,  beverages,  restaurants
and propane  (see Note 2 for a  description  of each  segment)  and prior to the
sales of C.H. Patrick and the Textile Business (see Note 3) the Company operated
in the textile business.  The beverage segment includes the operations  acquired
in (i) the  Mistic  Acquisition  commencing  August 9,  1995,  (ii) the  Snapple
Acquisition  commencing  May  22,  1997  and  (iii)  the  Stewart's  Acquisition
commencing  November 25, 1997 (see Note 3). The textile segment  represents only
the  Textile  Business  until its sale on April 29,  1996 since the sale of C.H.
Patrick was accounted for as a discontinued operation (see Note 17).            

     Information   concerning   the  various   segments  in  which  the  Company
operates(d)  is shown in the  table  below.  Operating  profit  (loss)  is total
revenues  less  operating  expenses.  In  computing  operating  profit  or loss,
interest  expense,  general  corporate  expenses  and  non-operating  income and
expenses, including investment income, have not been considered.  Operating loss
for the restaurant  segment in 1995 and 1996 reflects  provisions of $14,647,000
and  $64,300,000,  respectively,  for reductions in carrying value of long-lived
assets  impaired  or to be disposed  of (see Note 3).  Operating  profit for the
beverage segment in 1997 reflects  $31,815,000 of acquisition related costs (see
Note 13).  Identifiable  assets by segment are those assets that are used in the
Company's operations in each segment;  however, there are no identifiable assets
for the propane segment as of December 28, 1997 due to the Deconsolidation  (see
Note  7).  General   corporate  assets  consist   primarily  of  cash  and  cash
equivalents,  short-term and  non-current  investments,  properties and deferred
financing costs.                                                                

       No customer accounted for more than 10% of consolidated revenues in 1995,
1996 or 1997.                                                                   

                                                        [Enlarge/Download Table]


                                                                  1995             1996             1997     
                                                                  ----             ----             ----     
                                                                              (IN THOUSANDS)                 
                                                                                                             
Revenues:                                                                                                    
      Beverages...........................................$       214,587   $      309,142    $      555,723 
      Restaurants.........................................        272,739          288,293           140,429 
      Propane.............................................        148,998          173,260           165,169 
      Textiles............................................        505,687          157,490               --  
                                                          ---------------   --------------    -------------- 
           Consolidated revenues..........................$     1,142,011   $      928,185    $      861,321 
                                                          ===============   ==============    ============== 
Operating profit:                                                                                            
      Beverages.......................................... $         4,662   $       17,195    $        1,489 
      Restaurants.........................................         (6,437)         (48,741)           28,532 
      Propane.............................................         14,516           15,586             9,607 
      Textiles............................................         13,720            5,316                -- 
                                                          ---------------   --------------    -------------- 
           Segment operating profit (loss)................         26,461          (10,644)           39,628 
      Interest expense....................................        (84,126)         (71,025)          (71,648)
      Non-operating income, net...........................         19,005           84,943            21,596 
      General corporate expenses..........................         (3,316)          (7,209)          (12,666)
                                                          ---------------   --------------    -------------- 
           Consolidated loss from continuing                                                                 
               operations before income taxes and                                                            
               minority interests ........................        (41,976)  $       (3,935)   $      (23,090)
                                                          ===============   ==============    ============== 

Identifiable assets:                                                                                         
      Beverages ..........................................       306,349    $      304,538    $      774,943 
      Restaurants ........................................       180,734           132,296            51,759 
      Propane.............................................       139,025           156,192                -- 
      Textiles............................................       295,345               --                 -- 
                                                            ------------    --------------    -------------- 
           Total identifiable assets......................       921,453           593,026           826,702 
      General corporate assets............................       131,132           222,455           178,171 
      Discontinued operations.............................        24,588            16,304                -- 
                                                            ------------    --------------    -------------- 
           Consolidated assets............................     1,077,173    $      831,785    $    1,004,873 
                                                            ============    ==============    ============== 

Capital expenditures:                                                                                        
      Beverages..........................................  $       1,656    $        1,529    $        3,241 
      Restaurants........................................         47,444            15,584               963 
      Propane............................................          8,966             6,973             7,793 
      Textiles...........................................         11,699               976               --  
      Corporate..........................................             57             4,519             1,909 
                                                           -------------    --------------    -------------- 
           Consolidated capital expenditures.............  $      69,822    $       29,581    $       13,906 
                                                           =============    ==============    ============== 

Depreciation and amortization of properties:                                                                 
      Beverages .........................................  $       1,005    $        1,480    $        5,663 
      Restaurants........................................         12,927            13,096               702 
      Propane............................................          9,546            10,017            10,596 
      Textiles...........................................         14,073             4,855                -- 
      Corporate..........................................            333               139               697 
                                                           -------------    --------------    -------------- 
           Consolidated depreciation and amortization....  $      37,884    $       29,587    $       17,658 
                                                           =============    ==============    ============== 


(24)   QUARTERLY INFORMATION (UNAUDITED)                                        

                                                        [Enlarge/Download Table]


                                                                                THREE MONTHS ENDED                           
                                                      ---------------------------------------------------------------------- 
                                                       MARCH 31,         JUNE 30,        SEPTEMBER 30, (A)  DECEMBER 31,(B)  
                                                       ---------         --------        -----------------  ---------------  
                                                                          (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)            

1996                                                                                                                         
                                                                                                                             
     Revenues.........................................$     318,417    $       229,424    $      188,487     $ 191,857       
     Gross profit.....................................       89,228             82,100            73,719        76,225       
     Operating profit (loss)..........................       22,718             14,188             8,407       (63,166)      
     Income (loss) from continuing operations ........          127             (5,437)           46,076       (54,464)      
     Discontinued operations..........................        1,658              1,854             1,256           445       
     Extraordinary items (Note 18)....................       (1,387)            (7,151)            3,122           --        
     Net income (loss)................................          398            (10,734)           50,454       (54,019)      
     Basic and diluted income (loss) per share (c):                                                                          
         Continuing operations........................          --                (.18)             1.54         (1.82)      
         Discontinued operations......................          .06                .06               .04           .01       
         Extraordinary items .........................         (.05)              (.24)              .11           --        
         Net income (loss)............................          .01               (.36)             1.69         (1.81)      

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

1997                                                                                                                         
     Revenues.........................................$     189,156    $       208,287    $      258,562      $  205,316     
     Gross profit.....................................       76,755             93,216           124,582          94,831     
     Operating profit (loss)..........................       15,984            (31,118)           23,534          18,562     
     Income (loss) from continuing operations ........       (1,638)           (31,973)           10,301           2,757     
     Discontinued operations..........................          461                804               639          18,814     
     Extraordinary charge (Note 18)...................          --              (2,954)              --             (827)    
     Net income (loss)................................       (1,177)           (34,123)           10,940          20,744     
     Basic income (loss) per share:                                                                                          
         Continuing operations........................         (.06)             (1.07)              .34             .09     
         Discontinued operations......................          .02                .03               .02             .62     
         Extraordinary items .........................          --                (.10)              --             (.03)    
         Net income (loss)............................         (.04)             (1.14)              .36             .68     
     Diluted income (loss) per share (c):                                                                                    
         Continuing operations........................         (.06)             (1.07)              .33             .09     
         Discontinued operations......................          .02                .03               .02             .59     
         Extraordinary items (g)......................          --                (.10)              --             (.03)    
         Net income (loss)............................         (.04)             (1.14)              .35             .65     


       (a) The  results  for the three  months  ended  September  30,  1996 were
materially  affected by a net gain from the sale of businesses of $77,123,000 or
$46,899,000 net of income tax benefit of  $30,224,000.  Such net gains consisted
of an $83,447,000 gain on the IPO,  partially offset by a $3,500,000 loss on the
sale  of  the  Textile  Business  and a  $2,825,000  loss  associated  with  the
write-down of MetBev. See Notes 3 and 22.                                       

       (b) The  results  for the  three  months  ended  December  31,  1996 were
materially  affected by (i) a provision for the  reduction in carrying  value of
long-lived  assets to be disposed of  amounting to  $64,300,000  (see Note 3) or
$39,444,000  net of  income  tax  benefit  of  $24,856,000  and (ii)  facilities
relocation  and corporate  restructuring  charges (see Note 12) of $7,500,000 or
$4,701,000 net of income tax benefit of $2,799,000.                             

      (c) Basic and diluted  earnings (loss) per share are the same for the 1996
quarters  since  potentially  dilutive  stock  options had either  insignificant
(three  months ended March 31 and September  30) or  antidilutive  (three months
ended June 30 and December 31) effects. Basic and diluted loss per share are the
same for the  three  months  ended  March  30,  1997 and  June  29,  1997  since
potentially  dilutive  stock options had an  antidilutive  effect.  The weighted
average  shares  for  diluted  earnings  per share for the  three  months  ended
September 28, 1997 and December 28, 1997 were increased by 933,000 and 1,293,000
shares, respectively, for the effect of dilutive stock options.                 

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

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

(25)   SUBSEQUENT EVENT                                                         

      On February 9, 1998 the Company sold zero coupon convertible  subordinated
debentures due 2018 (the "Debentures")  with a principal  amount at maturity of 
$360,000,000  to Morgan  Stanley & Co.  Incorporated  ("Morgan  Stanley") as the
initial  purchaser  for an offering to  "qualified  institutional  buyers".  The
Debentures  were issued at a discount of 72.177%  from  principal  resulting  in
proceeds to the Company of $100,163,000  before placement fees of $3,006,000 and
other related fees and expenses.  The issue price  represents an annual yield to
maturity of 6.5%. The Debentures are convertible  into Class A Common Stock at a
conversion rate of 9.465 shares per $1,000 principal  amount at maturity,  which
represents  an initial  conversion  price of  approximately  $29.40 per share of
Common Stock. The conversion price will increase over the life of the Debentures
at an annual rate of 6.5%. The conversion of all of the Debentures  into Class A
Common Stock would result in the issuance of 3,407,000  shares of Class A Common
Stock. The Debentures are redeemable by the Company commencing  February 9, 2003
at the original issue price plus accrued  original issue discount to the date of
any such  redemption.  The Company has agreed to file a  registration  statement
with the  Securities  and  Exchange  Commission  no later  than May 10,  1998 to
register  the  Debentures  and the  Class  A  Common  Stock  issuable  upon  any
conversion  of the  Debentures.  Outstanding  Debentures  will not affect  basic
earnings per share but will increase the number of shares  utilized to calculate
diluted earnings per share in periods with net income.                          

       The  Company  used a  portion  of  the  proceeds  from  the  sale  of the
Debentures to purchase 1,000,000 shares of Class A Common Stock for treasury for
$25,563,000  from Morgan Stanley.  The balance of the net proceeds from the sale
of Debentures will be used by Triarc for general corporate  purposes,  which may
include working capital requirements,  repayment or refinancing of indebtedness,
acquisitions and investments.                                                   

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

Not applicable.                                                 

              PART III

ITEMS 10, 11, 12 AND 13.                                                        

        The information required by items 10, 11, 12 and 13 will be furnished on
or prior to April 27,  1998  (and is hereby  incorporated  by  reference)  by an
amendment  hereto or pursuant to a  definitive  proxy  statement  involving  the
election  of  directors  pursuant  to  Regulation  14A which will  contain  such
information.                                                                    

               PART IV

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

(A) 1. Financial Statements:                                                    

See Index to Financial Statements (Item 8).                       

2. Financial Statement Schedules:                                       

Independent Auditors' Report                                      

Schedule I   --    Condensed  Balance Sheets (Parent Company Only) -- as of     
                   December 31, 1996 and December 28, 1997; Condensed Statements
                   of Operations  (Parent  Company Only) -- for the fiscal years
                   ended  December  31,  1995 and 1996 and  December  28,  1997;
                   Condensed  Statements of Cash Flows (Parent  Company Only) --
                   for the fiscal  years  ended  December  31, 1995 and 1996 and
December 28, 1997                         

Schedule II  --    Valuation and Qualifying Accounts for the fiscal years ended 
      December 31, 1995 and 1996 and December 28, 1997

Schedule V   --    Supplemental  Information  Concerning  Property Casualty     
                   Insurance  Operations for the fiscal years ended December 31,
1995 and 1996 and December 28, 1997       

All other schedules have been omitted since they are either not 
applicable or the information is contained elsewhere in "Item  8. Financial     
Statements and Supplementary Data."                                             

3.  Exhibits:                                                           

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

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

3.1  --    Certificate  of  Incorporation  of Triarc,  as  currently  in
               effect,  incorporated  herein  by  reference  to  Exhibit  3.1 to
               Triarc's  Registration  Statement  on Form S-4 dated  October 22,
1997 (SEC file No. 1-2207).                       
 3.2  --    By-laws of Triarc, incorporated herein by reference to Exhibit
             3.1 to Triarc's Current Report on Form 8-K dated March 31, 1997
(SEC file No. 1-2207).                            
4.1  --    Indenture dated as of August 1, 1993 among 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,
         incorporated herein by reference to Exhibit 4.2 to Triarc's
            Registration Statement on Form S-4 dated October 22, 1997 (SEC
file No. 1-2207).                                 
    4.2  --    Amended and Restated Credit Agreement dated as of August 15, 1997
              among Mistic, Snapple 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, Inc. as
             co-arranger and as the Documentation Agent for the Lenders, DLJ
              Capital Funding, Inc., as the Syndication Agent for the Lenders,
       and The Bank of New York, as Administrative Agent for the
          Lenders, incorporated herein by reference to Exhibit 10.1 to
               Triarc's Quarterly Report on Form 10-Q/A dated September 29, 1997
(SEC file No. 1-2207).                            
4.3  --    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).
4.4  --    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 Exhibit
               10.2 to the Partnership's Current Report on Form 8-K dated August
13, 1996 (SEC file No.  1-11867).                 
4.5  --    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).                           
    4.6  --    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).                           
4.7  --    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).    
    4.8  --    Master Agreement dated as of May 5, 1997, among Franchise Finance
        Corporation of America, FFCA Acquisition Corporation, FFCA
         Mortgage Corporation, Triarc, Arby's Restaurant Development
               Corporation ("ARDC"), Arby's Restaurant Holding Company ("ARHC"),
        Arby's Restaurant Operations Company ("AROC"), Arby's, RTM
            Operating Company, RTM Development Company, RTM Partners, Inc.
            ("Holdco"), RTM Holding Company, Inc., RTM Management Company,
           LLC and RTM, Inc.("RTM"), incorporated herein by reference to
               Exhibit 4.16 to Triarc's Registration Statement on Form S-4 dated
October 22, 1997 (SEC file No. 1-2207).           
4.9  --    First Amendment dated as of March 27, 1997, to the Credit    
               Agreement dated as of June 26, 1996 (the "National Propane Credit
           Agreement"), among National Propane, L.P., The First National
           Bank of Boston, as administrative agent and a lender, Bank of
       America NT & SA, as a lender, and BA Securities, Inc., as
            syndication agent, incorporated herein by reference to Exhibit
              10.3 to National Propane Partners, L.P.'s Current Report on Form
8-K dated March 31, 1997 (SEC file No.  1-11867). 
   4.10 --    Indenture dated as of February 9, 1998 between Triarc Companies,
               Inc. and The Bank of New York, as Trustee, incorporated herein by
          reference to Exhibit 4.1  to Triarc's Current Report on Form
8-K/A dated March 6, 1998 (SEC File No. 1-2207).  
 4.11 --    Registration  Rights Agreement dated as of February 4, 1998 by
               and  among  Triarc  and  Morgan   Stanley  &  Co.   Incorporated,
               incorporated  herein by  reference  to  Exhibit  4.2 to  Triarc's
               Current  Report on Form 8-K/A  dated  March 6, 1998 (SEC File No.
1-2207).                                          
4.12 --    Second Amendment dated as of April 22, 1997 to the National  
        Propane Credit Agreement among National Propane, L.P., the
              Lenders (as defined therein), The First National Bank of Boston,
               as Administrative Agent and a Lender, Bank of America NT&SA, as a
   Lender, and BA Securities, Inc. as Syndication Agent,
          incorporated herein by reference to Exhibit 10.1 to National
               Propane Partners, L.P.'s Current Report on Form 8-K dated May 15,
1997 (SEC file No. 1-11867).                      
4.13 --    Third Amendment dated as of March 23, 1998 to the National   
        Propane Credit Agreement among National Propane, L.P., the
               Lenders (as defined therein), BankBoston, N.A., as Administrative
        Agent and a Lender, and BancAmerica Robertson Stephens, as
            Syndication Agent, incorporated herein by reference to Exhibit
              10.1 to National Propane Partners, L.P.'s Current Report on Form
8-K dated March 25, 1998 (SEC file No. 1-11867).  

 4.14 --    First Amendment to Credit Agreement dated as of March 23, 1998
        among Mistic, Snapple, Triarc Beverage Holdings Corp., the
         Lenders (as defined therein), DLJ Capital Funding, Inc., as
        syndication agent, Morgan Stanley Senior Funding, Inc., as
documentation agent, and The Bank of New York, as 
               administrative agent, incorporated herein by reference to Exhibit
             4.1 to Triarc's Current Report on Form 8-K dated March 26, 1998
(SEC file No. 1-2207).                            
 9.1  --    Stockholders Agreement dated June 24, 1997 by and among Triarc
               and each of the parties signatory thereto, incorporated herein by
               reference to Appendix B-2 to the Proxy Statement/Prospectus filed
          as part of Triarc's Registration Statement on Form S-4 dated
October 22, 1997 (SEC file No. 1-2207).           
    9.2  --    Amendment No. 1 to Stockholders Agreement date as of July 9, 1997
            by and among Triarc and each of the parties signatory thereto,
           incorporated herein by reference to Appendix B-2 to the Proxy
         Statement/Prospectus filed as part of Triarc's Registration
        Statement on Form S-4 dated October 22, 1997 (SEC file No.
1-2207).                                          
10.1 --    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).                   
10.2 --    Triarc's   1993  Equity   Participation   Plan,  as  amended,
               incorporated  herein by  reference  to Exhibit  10.1 to  Triarc's
           Current Report on Form 8-K dated March 31, 1997 (SEC file No.
1-2207).                                          
 10.3 --    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).
 10.4 --    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).       
 10.5 --    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).       
   10.6 --    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).
 10.7 --    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).                                          
   10.8 --    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).                                 
 10.9 --    Employment Agreement, dated as June 29, 1994, between Brian L.
               Schorr and Triarc,  incorporated  herein by  reference to Exhibit
               10.2 to Triarc's  Current Report on Form 8-K dated March 29, 1995
(SEC file No. 1-2207).                            
    10.10--    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).          
10.11--    Amended and Restated Employment Agreement dated as of June 1,
        1997 by and between Snapple, Mistic and Michael Weinstein,
          incorporated herein by reference to Exhibit 10.3 to Triarc's
             Current Report on Form 8-K/A dated March 16, 1998 (SEC file No.
1-2207).                                          
    10.12--    Amended and  Restated  Employment  Agreement  dated as of June 1,
               1997 by and  between  Snapple,  Mistic  and  Ernest  J.  Cavallo,
               incorporated  herein by  reference  to Exhibit  10.4 to  Triarc's
               Current  Report on Form 8-K/A  dated March 16, 1998 (SEC file No.
1-2207).                                          
    10.13--    Stock  Purchase  Agreement  dated  February 13, 1997 by and among
               Arby's  Inc.,  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 20, 1997 (SEC file No. 0-20286).
    10.14--    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).                   
 10.15--    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).      
    10.16--    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).            
    10.17--    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).  
    10.18--    Asset Purchase  Agreement dated as of March 31, 1996 by and among
               Avondale Mills Inc., Avondale Incorporated,  Graniteville Company
               and Triarc,  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).                                 
    10.19--    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).                   
    10.20--    Agreement  and Plan of Merger  dated as of June 24, 1997  between
               Cable Car  Beverage  Corporation  ("Cable  Car"),  Triarc and CCB
               Merger Corporation  ("CCB"),  incorporated herein by reference to
               Exhibit 2.1 to Triarc's Current Report on Form 8-K dated June 24,
1997 (SEC file No. 1-2207).                       
    10.21--    Amendment  No. 1 to  Agreement  and Plan of  Merger,  dated as of
               September  30,  1997,   between   Cable  Car,   Triarc  and  CCB,
               incorporated  herein by  reference  to Appendix  B-1 to the Proxy
               Statement/Prospectus  filed  pursuant  to  Triarc's  Registration
               Statement  on Form S-4  dated  October  22,  1997  (SEC  file No.
1-2207).                                          
    10.22--    Option  granted  by  Holdco  in favor of  ARHC,  together  with a
               schedule  identifying  other  documents  omitted and the material
               details in which such documents  differ,  incorporated  herein by
               reference to Exhibit 10.30 to Triarc's Registration  Statement on
    Form S-4 dated October 22, 1997 (SEC file No. 1-2207).
    10.23--    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,
               incorporated  herein by  reference  to Exhibit  10.31 to Triarc's
               Registration  Statement  on Form S-4 dated  October 22, 1997 (SEC
file No. 1-2207).                                 
    10.24--    Settlement  Agreement  dated as of June 6, 1997  between  Triarc,
               Victor   Posner,   Security   Management   Corporation   and  APL
               Corporation,  incorporated herein by reference to Exhibit 10.5 to
               Triarc's Quarterly report on Form 10-Q for the quarter ended June
29, 1997 (SEC file No. 1-2207).                   
   10.25--    Triarc Companies, Inc. 1997 Equity Participation Plan (the "1997
             Equity Plan"), incorporated herein by reference to Exhibit 10.5
              to Triarc's Current Report on Form 8-K dated March 16, 1998 (SEC
file No. 1-2207).                                 
    10.26--    Form of  Non-Incentive  Stock  Option  Agreement  under  the 1997
               Equity Plan,  incorporated herein by reference to Exhibit 10.6 to
               Triarc's  Current  Report on Form 8-K dated  March 16,  1998 (SEC
File No. 1-2207).                                 
    10.27--    Triarc Companies, Inc. Stock Option Plan for Cable Car Employees,
         incorporated herein by reference to Exhibit 4.3 to Triarc's
       Registration Statement on Form S-8 dated January 22, 1998
(Registration No. 333-44711).                     
   10.28--    Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the "TBHC
             Option Plan"), incorporated herein by reference to Exhibit 10.1
              to Triarc's Current Report on Form 8-K dated March 16, 1998 (SEC
file No. 1-2207).                                 
    10.29--    Form of  Non-Qualified  Stock  Option  Agreement  under  the TBHC
               Option Plan,  incorporated herein by reference to Exhibit 10.2 to
               Triarc's Current Report on Form 8-K dated March 16, 1998 SEC file
No. 1-2207).                                      
10.30--    Agreement dated as of March 23, 1998 by and among National   
           Propane Partners, L.P., National Propane Corporation, Triarc,
    the Lenders (as defined therein), BankBoston, N.A., as
          Administrative Agent, and BancAmerica Robertson Stephens, as
            Syndication Agent, incorporated herein by reference to Exhibit
         10.2 to National Propane Partners, L.P.'s Current Report on
   Form 8-K dated March 25, 1998 (SEC file No. 1-11867).
21.1 --    Subsidiaries of the Registrant*                              
23.1 --    Consent of Deloitte & Touche LLP*                            
 27.1 --    Financial Data Schedule for the fiscal year ended December 28,
          1997, submitted to the Securities and Exchange Commission in
electronic format.*                               
    27.2 --    Financial Data Schedule for the years ended December 31, 1995 and
             1996 and the quarters ended March 31, June 30 and September 30,
          1996, submitted to the Securities and Exchange Commission in
electronic format.*                               
  27.3 --    Financial Data Schedule for the fiscal quarters ended March 30,
             June 29 and September 28, 1997, submitted to the Securities and
Exchange Commission in electronic format.*        
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).
-----------------------                                                         
*   Filed herewith                                                              

(B) Reports on Form 8-K:                                                        

    On  October  27,  1997,  Triarc  filed a Current  Report on Form 8-K,  which
 included information under Item 5 and exhibits under Item 7 of such form.

    On  December  10,  1997  Triarc  filed a Current  Report on Form 8-K,  which
    included  information  under Items 2 and 5 and exhibits under Item 7 of such
form.                                                                   

    On  December  24,  1997  Triarc  filed a Current  Report on Form 8-K,  which
 included information under Item 2 and exhibits under Item 7 of such form.

              SIGNATURES

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

                              TRIARC COMPANIES, INC.
                    (Registrant)

                    NELSON PELTZ
                                        --------------------------------
                    NELSON PELTZ
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dated: March 26, 1998                                                           

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this report has been signed below on March 26, 1998 by the following  persons on
behalf of the registrant in the capacities indicated.                           

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

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

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

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

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

Director    
HUGH L. CAREY                                                     
---------------------------                                       
Hugh L. Carey                                                     

Director    
CLIVE CHAJET                                                      
--------------------------                                        
Clive Chajet                                                      

Director    
STANLEY R. JAFFE                                                  
---------------------------                                       
Stanley R. Jaffe                                                  

Director    
JOSEPH A. LEVATO                                                  
---------------------------                                       
Joseph A. Levato                                                  

Director    
DAVID E. SCHWAB II                                                
---------------------------                                       
David E. Schwab II                                                

Director    
RAYMOND S. TROUBH                                                 
--------------------------                                        
Raymond S. Troubh                                                 

Director    
GERALD TSAI, JR.                                                  
---------------------------                                       
Gerald Tsai, Jr.                                                  

INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES    

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

We have audited the consolidated financial statements of Triarc Companies,  Inc.
and subsidiaries  (the "Company") as of December 28, 1997 and December 31, 1996,
and for each of the three fiscal  years in the period  ended  December 28, 1997,
and our report  thereon  appears in Item 8 in this Form  10-K.  Our audits  were
conducted  for  the  purpose  of  forming  an  opinion  on the  basic  financial
statements taken as a whole.  The supplemental  schedules listed in the table of
contents  are  presented  for the purpose of  additional  analysis and are not a
required  part  of the  basic  financial  statements.  These  schedules  are the
responsibility of the Company's  management.  Such schedules have been subjected
to the  auditing  procedures  applied  in our  audits  of  the  basic  financial
statements and, in our opinion,  are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.      

           DELOITTE & TOUCHE LLP

New York, New York                                                              
March 10, 1998                                                                  
(March 25, 1998 as to Note 8 to                                                 
the consolidated financial statements)                                          

                                                        [Enlarge/Download Table]


                                                                                                             SCHEDULE I           

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

                                                                                                    December 31,      December 28,
                                                                                                       1996             1997      
                                                                                                       ----             ---       
                                                                                                           (IN THOUSANDS)         
                                         ASSETS                                                                                   
                                                                                                                                  
Current assets:                                                                                                                   
     Cash and cash equivalents ....................................................................$    123,535    $      86,821  
     Short-term investments........................................................................      51,629           27,887  
     Due from subsidiaries ........................................................................      32,148           71,259  
     Deferred income tax benefit...................................................................       3,483            3,936  
     Prepaid expenses and other current assets.....................................................       4,456            1,515  
                                                                                                   ------------    -------------  
          Total current assets.....................................................................     215,251          191,418  
Note receivable from subsidiary ...................................................................      18,715              200  
Investments in consolidated subsidiaries, at equity................................................         --            20,399  
Properties, net....................................................................................       4,558            5,794  
Other assets ......................................................................................       4,144            5,831  
                                                                                                   ------------    -------------  
                                                                                                   $    242,668    $     223,642  
                                                                                                   ============    =============  

                     LIABILITIES AND STOCKHOLDERS' EQUITY                                                                         

Current liabilities:                                                                                                              
     Demand notes and current portion of notes payable to subsidiaries.............................$     31,650    $      32,625  
     Note payable..................................................................................       3,000              --   
     Accounts payable..............................................................................       2,598           16,272  
     Due to subsidiaries...........................................................................      15,596           18,528  
     Accrued expenses..............................................................................      19,865           42,569  
                                                                                                   ------------    -------------  
          Total current liabilities................................................................      72,709          109,994  
                                                                                                   ------------    -------------  
Note payable to National Propane, L.P..............................................................      40,700           40,700  
Notes payable to subsidiaries......................................................................         --             1,125  
Accumulated reductions in stockholders' equity of subsidiaries in excess of investment (a).........      78,487              --   
Deferred income taxes..............................................................................      43,370           27,398  
Other liabilities..................................................................................         637              437  
Commitments and contingencies                                                                                                     
Stockholders' equity:                                                                                                             
     Class A common stock, $.10 par value; authorized 100,000,000 shares, issued                                                  
       27,983,805 and 29,550,663...................................................................       2,798            2,955  
     Class B common stock, $.10 par value; authorized 25,000,000 shares, issued                                                   
       5,997,622 shares............................................................................         600              600  
     Additional paid-in capital....................................................................     161,170          204,291  
     Accumulated deficit...........................................................................    (111,824)        (115,440) 
     Less Class A common stock held in treasury at cost; 4,097,606 and 3,951,265 shares............     (46,273)         (45,456) 
     Other.........................................................................................         294           (2,962) 
                                                                                                   ------------    -------------  
          Total stockholders' equity ..............................................................       6,765           43,988  
                                                                                                   ------------    -------------  
                                                                                                   $    242,668    $     223,642  
                                                                                                   ============    =============  


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

(a)  The  "Accumulated  reductions in  stockholders'  equity of  subsidiaries in
     excess of  investment"  includes all of Triarc's  direct and indirect owned
     subsidiaries.  The investment in subsidiaries  has a negative balance as of
     December  31, 1996 due to aggregate  distributions  from  subsidiaries  and
     forgiveness of Triarc debt to  subsidiaries  in excess of the investment in
the subsidiaries.                                                     

                                                        [Enlarge/Download Table]

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

                                                                                    Year Ended December 31,       Year Ended   
                                                                                    -----------------------       December 28, 
                                                                                      1995           1996            1997      
                                                                                      ----           ----            ----      
                                                                                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)    
                                                                                                                               
Income and (expenses):                                                                                                         
     Equity in net losses of continuing operations of subsidiaries............. $    (28,517)   $    (55,403)   $    (19,329)  
     Investment income.........................................................          698           6,506          10,747   
     Gain on sale of businesses, net...........................................          --           81,500           8,468   
     Merger and acquisition fee from subsidiary................................          --              --            4,000   
     General and administrative expenses ......................................       (2,072)         (4,449)        (14,939)  
     Interest expense on debt to subsidiaries .................................      (12,160)         (4,529)         (8,582)  
     Other interest expense....................................................       (3,634)         (3,706)         (2,015)  
     Acquisition related costs.................................................          --              --           (2,000)  
     Facilities relocation and corporate restructuring.........................       (2,700)         (1,000)            (12)  
     Reduction in carrying value of long-lived assets impaired or to be                                                        
       disposed of ............................................................          --           (5,400)            --    
     Recovery of doubtful accounts from former affiliate.......................        3,049             --              --    
     Other income .............................................................        2,380              14           2,599   
                                                                                ------------    ------------    ------------   
        Income (loss) from continuing operations before income taxes...........      (42,956)         13,533         (21,063)  
Benefit (provision) from income taxes .........................................        3,523         (27,231)            510   
                                                                                ------------    ------------    ------------   
        Loss from continuing operations........................................      (39,433)        (13,698)        (20,553)  
Equity in income from discontinued operations of subsidiaries .................        2,439           5,213          20,718   
Equity in extraordinary charges of subsidiaries................................          --          (11,168)         (3,781)  
Extraordinary items............................................................          --            5,752             --    
                                                                                ------------    ------------    ------------   
        Net loss............................................................... $    (36,994)   $    (13,901)   $     (3,616)  
                                                                                ============    ============    ============   
Loss per share:                                                                                                                
     Continuing operations..................................................... $      (1.32)   $       (.46)   $       (.68)  
     Discontinued operations...................................................          .08             .18             .69   
     Extraordinary charges.....................................................          --             (.18)           (.13)  
                                                                                ------------    ------------    ------------   
        Net loss............................................................... $      (1.24)   $       (.46)   $       (.12)  
                                                                                ============    ============    ============   
                                                        [Enlarge/Download Table]


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

                                                                                      Year Ended December 31,        Year Ended 
                                                                                      -----------------------       December 28,
                                                                                        1995           1996             1997    
                                                                                        ----           ----             ----    
                                                                                                     (IN THOUSANDS)             
                                                                                                                                
Cash flows from operating activities:                                                                                           
     Net loss................................................................... $     (36,994)   $    (13,901)    $    (3,616) 
     Adjustments to reconcile net loss to net cash provided by                                                                  
       operating activities:                                                                                                    
        Dividends from subsidiaries.............................................        22,721         126,059          54,506  
        Equity in net losses of subsidiaries....................................        26,078          61,358           2,392  
        Gain on sale of businesses, net.........................................           --          (81,500)         (8,468) 
        Deferred income tax provision (benefit).................................          (382)         36,558         (15,351) 
        Realized gains on marketable securities.................................           --             (586)         (4,795) 
        Change in due from/to subsidiaries and other affiliates ................         1,332           2,203          (4,676) 
        Discount from principal on early extinguishment of debt.................           --           (9,237)            --   
        Other, net..............................................................         3,808          (1,904)         (5,074) 
        Decrease (increase) in prepaid expenses and other current                                                               
          assets................................................................        (5,095)            398             231  
        Increase (decrease) in accounts payable and accrued                                                                     
          expenses..............................................................         4,522          20,901          29,286  
                                                                                 -------------    ------------     -----------  
             Net cash provided by operating activities..........................        15,990         140,349          44,435  
                                                                                 -------------    ------------     -----------  

Cash flows from investing activities:                                                                                           
     Acquisition of Mistic Brands, Inc. in 1995 and Snapple Beverage                                                            
        Corp. in 1997...........................................................       (25,000)            --          (75,000) 
     Other business acquisitions................................................        (4,240)            --             (650) 
     Cost of short-term investments purchased...................................           --          (61,381)        (54,623) 
     Proceeds from short-term investments sold..................................           --           11,244          62,833  
     Capital contributed to subsidiaries........................................        (8,865)            --           (6,204) 
     Loans to subsidiaries, net of repayments...................................       (18,375)           (340)         (4,635) 
     Investments................................................................        (5,340)            --           (3,250) 
     Capital expenditures.......................................................           (57)         (4,519)         (1,909) 
                                                                                 -------------    ------------     -----------  

             Net cash used in investing activities..............................       (61,877)        (54,996)        (83,438) 
                                                                                 -------------    ------------     -----------  

Cash flows from financing activities:                                                                                           
     Proceeds from exercises of stock options...................................           --              108           2,433  
     Borrowings from subsidiaries, net of repayments............................        45,900          30,600           2,100  
     Purchases of common shares in open market transactions.....................        (1,170)           (496)         (1,594) 
     Repayments of long-term debt ..............................................           --          (27,250)            --   
     Cash restricted for debt repayment paid by subsidiary in 1996..............       (22,721)         22,721             --   
     Other......................................................................           (56)            (51)           (650) 
                                                                                 -------------    ------------     -----------  
             Net cash provided by financing activities.........................         21,953          25,632           2,289  
                                                                                 -------------    ------------     -----------  
Net increase (decrease) in cash and cash equivalents ...........................       (23,934)        110,985         (36,714) 
Cash at beginning of period.....................................................        36,484          12,550         123,535  
                                                                                 -------------    ------------     -----------  
Cash at end of period........................................................... $      12,550    $    123,535     $    86,821  
                                                                                 =============    ============     ===========  

NOTE: Cash as used herein includes cash and cash equivalents                                                                    
                                                        [Enlarge/Download Table]

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

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

                                                                                                                          
Year ended December 31, 1995:                                                                                             
   Receivables - allowance for doubtful                                                                                   
      accounts:                                                                                                           
          Trade.............................  $     5,249   $     3,308      $       327 (1)  $     (2,840)(2) $    6,044 
          Affiliate.........................          --          1,351              --                --           1,351 
                                              -----------   -----------      -----------      ------------     ---------- 
             Total..........................  $     5,249   $     4,659      $       327      $     (2,840)    $    7,395 
                                              ===========   ===========      ===========      ============     ========== 
   Insurance loss reserves..................  $    10,827   $       110      $       --       $     (1,539)(3) $    9,398 
                                              ===========   ===========      ===========      ============     ========== 

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

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


(1)   Recoveries of accounts previously determined to be uncollectible.         
(2)   Accounts determined to be uncollectible.                                  
(3)   Payment of claims and/or reclassification to "Accounts payable".          
(4)   Consists of $4,125,000  attributable  to the sale of the Textile  Business
      (see Note 3 to the consolidated  financial  statements  included elsewhere
herein) and $1,808,000 of accounts determined to be uncollectible.  
(5)   Consists of $1,179,000  attributable  to the  deconsolidation  of National
      Propane  (see Note 7 to the  consolidated  financial  statements  included
      elsewhere   herein)  and   $2,828,000   of  accounts   determined   to  be
uncollectible.                                                      

                                                        [Enlarge/Download Table]

                                                                                                                        SCHEDULE V
                       TRIARC COMPANIES, INC. AND SUBSIDIARIES                                                                    
                SUPPLEMENTAL INFORMATION CONCERNING PROPERTY-CASUALTY                                                             
                              INSURANCE OPERATIONS                                                                                

                                                                   RESERVES                   CLAIMS AND CLAIM                    
                                                                  FOR UNPAID                     ADJUSTMENT         PAID          
                                                                  CLAIMS AND                 EXPENSES INCURRED   CLAIMS AND       
                                                                     CLAIM           NET         RELATED TO        CLAIM          
                                                                  ADJUSTMENT     INVESTMENT        PRIOR        ADJUSTMENT        
  AFFILIATION WITH REGISTRANT                                    EXPENSES (1)      INCOME          YEARS         EXPENSES         
  ---------------------------                                    ------------      ------          -----         --------         
                                                                                      (IN THOUSANDS)                              

                                                                                                                                  
Consolidated property-casualty entities:                                                                                          

    Year ended                                                                                                                    
      December 31, 1995........................................  $     9,398     $      486     $       564     $    1,539        
                                                                 ===========     ==========     ===========     ==========        

   Year ended                                                                                                                     
      December 31, 1996........................................  $     9,828     $      505     $       763     $      333        
                                                                 ===========     ==========     ===========     ==========        

   Year ended                                                                                                                     
      December 28, 1997........................................  $     8,421     $      666     $        39     $    1,446        
                                                                 ===========     ==========     ===========     ==========        

(1)   Does not include claims losses of $1,343,000, $835,000 and $699,000 at December 31, 1995, and 1996 and December 28,         
      1997, respectively, which have been classified as "Accounts payable".                                                       

                                                                  Exhibit 21.1

              TRIARC COMPANIES, INC.  AND SUBSIDIARIES
              SUBSIDIARIES OF THE REGISTRANT
              MARCH 15, 1998

                                                         STATE OR JURISDICTION
                                                         UNDER WHICH ORGANIZED

Triarc Beverage Holdings Corp.............................       Delaware       
Mistic Brands, Inc....................................       Delaware   
Snapple Beverage Corp.................................       Delaware   
 Snapple International Corp........................       Delaware
  Snapple Beverages de Mexico, S.A. de C.V.(1)...       Mexico
          Snapple Beverage (UK) Holdings Limited.........       United Kingdom
              Snapple Beverage (Europe) Limited..........       United Kingdom
       Snapple Europe Limited............................       United Kingdom
Snapple Canada, Ltd...............................       Canada 
 Snapple Worldwide Corp............................       Delaware
 Southwest Snapple Corp............................       Delaware
 Southwest Snapple Holdings Corp...................       Delaware
 Snapple Finance Corp..............................       Delaware
 Pacific Snapple Distributors, Inc.................       Delaware
 Mr. Natural, Inc..................................       Delaware
 Snapple Caribbean Corp............................       Delaware
CFC Holdings Corp.(2).....................................       Florida        
Chesapeake Insurance Company Limited(3)...............       Bermuda    
RC/Arby's Corporation (formerly Royal Crown                             
Corporation)..........................................       Delaware   
 RCAC Asset Management, Inc........................       Delaware
 Arby's, Inc.......................................       Delaware
   Arby's Building and Construction Co............       Georgia
  Arby's of Canada Inc...........................       Canada
   Daddy-O's Express, Inc.........................       Georgia
     Arby's (Hong Kong) Limited.....................       Hong Kong
  Arby's De Mexico S.A. de CV....................       Mexico
      Arby's Immobiliara.........................       Mexico
      Arby's Servicios...........................       Mexico
    TJ Holding Company, Inc........................       Delaware
       Arby's Restaurants, Limited.......................       United Kingdom
       Arby's Limited....................................       United Kingdom
 Arby's Restaurant Construction Company............       Delaware
 Arby's Restaurant Development Corporation.........       Delaware
 Arby's Restaurant Holding Company.................       Delaware
 Arby's Restaurants, Inc...........................       Delaware
 Arby's Restaurant Operations Company..............       Delaware
RC-8, Inc. (formerly Tyndale, Inc.)...............       Indiana
RC-11, Inc. (formerly National Picture &                        
      Frame Co.)......................................       Mississippi
Promociones Corona Real, S.A. de C.V..............       Mexico 

              TRIARC COMPANIES, INC.  AND SUBSIDIARIES
              SUBSIDIARIES OF THE REGISTRANT
              MARCH 15, 1998

                                                         STATE OR JURISDICTION
                                                         UNDER WHICH ORGANIZED

 RC Leasing, Inc...................................       Delaware
   Royal Crown Nederland B.V.........................       Netherland
RC Cola Canada Limited (formerly Nehi Canada                    
 Limited)........................................       Canada
Royal Crown Bottling Company of Texas (formerly                 
 Royal Crown Bottlers of Texas, Inc.)..............       Delaware
Royal Crown Company, Inc. (formerly Royal Crown                 
   Cola Co.).......................................       Delaware
   RC Services Limited(4).........................       Ireland
   Retailer Concentrate Products, Inc.............       Florida
    TriBev Corporation.............................       Delaware
Madison West Associates Corp..............................       Delaware       
Cable Car Beverage Corporation............................       Delaware       
Old San Francisco Seltzer, Inc........................       Colorado   
Fountain Classics, Inc................................       Colorado   
National Propane Corporation (5)..........................       Delaware       
National Propane SGP, Inc.............................       Delaware   
 National Propane Partners, L.P. (6)...............       Delaware
    National Propane, L.P.(7)......................       Delaware
        National Sales & Service, Inc..............       Delaware
Carib Gas Corporation of St. Croix (formerly      
          LP Gas Corporation of St. Croix).........       Delaware
Carib Gas Corporation of St. Thomas (formerly     
          LP Gas Corporation of St.Thomas).........       Delaware
NPC Leasing Corp..........................................       New York       
Citrus Acquisition Corporation............................       Florida        
Adams Packing Association, Inc. (formerly New                           
 Adams, Inc.)......................................       Delaware
Groves Company, Inc. (formerly New Texsun, Inc.)......       Delaware   
Home Furnishing Acquisition Corporation...................       Delaware       
1725 Contra Costa Property, Inc. (formerly Couroc                       
 of Monterey, Inc.)................................       Delaware
Hoyne Industries, Inc. (formerly New Hoyne, Inc.).....       Delaware   
Hoyne International (U.K.), Inc.......................       Delaware   
GS Holdings I, Inc........................................       Delaware       
GVT Holdings, Inc. (8)................................       Delaware   
       TXL Corp.(formerly Graniteville Company) .........       South Carolina
          TXL International Sales, Inc...................       South Carolina
    GTXL, Inc......................................       Delaware
    TXL Holdings, Inc..............................       Delaware
Southeastern Public Service Company...................       Delaware   
    Crystal Ice & Cold Storage, Inc................       Delaware
    Southeastern Gas Company.......................       Delaware
             Geotec Engineers, Inc......................       West Virginia
Triarc Holdings 1, Inc....................................       Delaware       
Triarc Holdings 2, Inc....................................       Delaware       
Triarc Development Corporation............................       Delaware       
Triarc Acquisition Corporation............................       Delaware       

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

(1)  99% owned by Snapple International Corp. and 1% owned by Snapple Worldwide 
Corp.                                                                 
(2)  94.6% owned by Triarc Companies, Inc. and 5.4% owned by Southeastern Public
Service Company.                                                      
(3)  Common Stock 100% owned by CFC Holdings; Preferred Stock is owned 38.5% by 
     RC/Arby's Corporation, 23% by Southeastern Public Service Company and 38.5%
by TXL Corp.                                                          
(4)  99% owned by Royal Crown Company, Inc. and 1% owned by RC/Arby's           
Corporation.                                                          
(5)  24.3% owned by Southeastern Public Service Company and 75.7% owned by      
Triarc Companies, Inc.                                                
(6)  National Propane Corporation is the managing general partner of both       
partnerships and holds a combined 2% unsubordinated general partner   
interest therein and a 38.7% subordinated general partner interest in 
    National Propane Partners, L.P.  National Propane SGP, Inc. is the special
     general partner of both partnerships and holds a combined 2% unsubordinated
    general partner interest therein.  The public owns a 57.3% limited partner
 interest in National Propane Partners, L.P.  National Propane Partners,
L.P. is the sole limited partner of National Propane, L.P.            
(7)  50% owned by GS Holdings I, Inc. and 50% owned by Southeastern Public      
Service Company.                                                      

                                                                  Exhibit 23.1

         INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference in  Registration  Statement  Nos.
33-60551 and 333-44711 on Form S-8 of our report dated March 10, 1998 (March 25,
1998 as to Note 8),  appearing  in the  Annual  Report  on Form  10-K of  Triarc
Companies, Inc. for the year ended December 28, 1997.                           

DELOITTE & TOUCHE LLP                                                           
New York, New York                                                              
March 26, 1998                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		6/30/10
		10/21/03
		2/9/03
		8/1/00
		12/30/99
		5/10/98
		4/27/98
		3/27/98
Filed on:		3/26/98		8-K
		3/25/98
		3/23/98
		3/16/98		8-K
		3/15/98
		3/13/98
		3/10/98
		3/6/98		8-K/A
		3/1/98
		2/13/98
		2/11/98		5
		2/9/98		5,  8-K,  8-K/A
		2/4/98		8-K/A
		2/1/98
		1/22/98		S-8
		1/13/98
		1/3/98
		12/31/97		4
		12/30/97
		12/29/97
For Period End:		12/28/97		5
		12/27/97
		12/24/97		8-K
		12/23/97		8-K,  8-K/A
		12/15/97
		12/10/97		8-K
		12/5/97
		11/26/97
		11/25/97		8-K,  8-K/A
		11/18/97
		11/3/97
		10/27/97		8-K
		10/22/97		S-4
		10/15/97
		10/13/97
		10/2/97
		10/1/97
		9/30/97
		9/29/97		10-Q/A
		9/28/97		10-Q
		8/19/97
		8/18/97		10-Q
		8/15/97
		8/13/97
		7/18/97		8-K
		7/16/97
		7/9/97
		6/29/97		10-Q,  10-Q/A,  NT 10-K,  NT 10-Q
		6/25/97
		6/24/97		8-K
		6/6/97		8-K
		6/4/97		DEF 14A,  PRE 14A
		6/3/97
		6/1/97
		5/22/97		8-K,  8-K/A
		5/20/97		8-K
		5/15/97
		5/5/97		8-K,  8-K/A
		5/1/97
		4/22/97
		4/16/97		3
		3/31/97		10-K,  8-K
		3/30/97		10-Q
		3/27/97
		2/20/97
		2/13/97		3,  5,  8-K
		1/14/97
		1/1/97
		12/31/96		10-K,  10-K/A,  5
		12/9/96
		11/5/96
		11/4/96
		10/29/96		8-K
		9/30/96		10-Q
		9/24/96
		8/13/96
		7/31/96
		7/2/96		8-K,  8-K/A
		7/1/96
		6/27/96
		6/26/96		8-K/A
		4/29/96		DEF 14A
		4/18/96		8-K
		3/31/96		10-Q,  8-K,  8-K/A
		2/22/96		8-K
		2/19/96
		1/31/96		8-K
		1/30/96
		1/16/96
		1/1/96
		12/31/95		10-K
		12/11/95
		12/7/95
		10/1/95
		8/9/95		8-K,  8-K/A
		4/29/95
		3/29/95		8-K
		2/7/95
		1/11/95		8-K
		1/9/95
		1/1/95
		11/9/94
		6/29/94
		4/21/94
		3/11/94		S-4/A
		1/31/94
		1/28/94
		12/31/93		10-KT,  NT 10-K
		10/1/93
		8/1/93
		5/1/93
		4/30/93
		4/24/93
		4/23/93
		2/9/93
		10/5/92
		10/1/92
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