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Wendy's Co – ‘8-K/A’ for 5/5/97

As of: Monday, 8/4/97 · For: 5/5/97 · Accession #: 30697-97-66 · File #: 1-02207

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

 8/04/97  Wendy’s Co                        8-K/A:2,7   5/05/97    1:18K

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Form 8-K/A for Triarc Companies Inc.                  10     37K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquisition or Disposition of Assets Financial Statements, Pro Forma Financial Information and Exhibits
1	1st Page - Filing Submission
3	Item 2. Acquisition or Disposition of Assets
"	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

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

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549

FORM 8-K/A
 (AMENDMENT NO. 1)

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

 Date of report (Date of earliest event reported): May 5, 1997

TRIARC COMPANIES, INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)

1-2207                 38-0471180   
------                 ----------   
(Commission             (IRS Employer     
File Number)          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

 -------------------------------------
(Former Name or Former Address, if
Changed Since Last Report)

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

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     This Form 8-K/A of Triarc Companies,  Inc. ("Triarc") constitutes Amendment
No. 1 ("Amendment No. 1") to Triarc's Current Report on Form 8-K which was filed
with the  Securities  and Exchange  Commission on May 20, 1997 (the "Form 8-K").
This Amendment No. 1 contains the information required by Items 2 and 7 included
in the  Form  8-K  and  reflects  an  adjustment  to  the  pro  forma  condensed
consolidated  financial  statements  (principally  the adjustment to "Facilities
relocation and corporate  restructuring"  included in the adjustment  denoted as
(a)  in  the  notes  to the  Pro  Forma  Condensed  Consolidated  Statements  of
Operations contained herein) which was inadvertently omitted from the Form 8-K. 

8-K/A 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.                         

         On May 5, 1997, indirect subsidiaries of the Registrant (the "Sellers")
completed  the  sale  of  their  355  company-owned  Arby's  restaurants  to RTM
Restaurant  Group  ("RTM"),  the largest  franchisee in the Arby's  system,  for
approximately   $71  million,   consisting   primarily  of  the   assumption  of
approximately  $69  million  in  mortgage  indebtedness  and  capitalized  lease
obligations, subject to certain post-closing adjustments.                       

         As part of the transaction, the Sellers received options to purchase an
aggregate 20% interest in each of the RTM affiliates  that own the  restaurants.
Arby's, Inc., a subsidiary of the Registrant, will continue as the franchisor of
the 3,030-store Arby's restaurant system.                                       

         A copy of the Stock  Purchase  Agreement  dated February 13, 1997 and a
press release relating to the transaction were previously filed as Exhibits 10.1
and 99.1,  respectively,  to the Current  Report on Form 8-K dated  February 13,
1997 filed by RC/Arby's  Corporation,  a subsidiary of the Registrant  (SEC File
No. 0-20286).                                                                   

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 

(b)      Pro Forma Financial Information                      

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 PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The following unaudited pro forma condensed  consolidated  balance sheet of
Triarc Companies, Inc. and subsidiaries (the "Company") as of March 30, 1997 and
condensed  consolidated  statements  of  operations  of the Company for the year
ended  December 31, 1996 and for the three months ended March 30, 1997 have been
prepared by adjusting such financial  statements,  as derived and condensed,  as
applicable,  from (i) the audited consolidated  financial statements in its Form
10-K for the year  ended  December  31,  1996  (the  "Form  10-K")  and (ii) the
unaudited condensed  consolidated  financial statements in its Form 10-Q for the
three months ended March 30, 1997 (the "Form 10-Q"),  to reflect the sale of the
Company's  restaurants on May 5, 1997, as if such transaction had occurred as of
March 30, 1997 for the pro forma condensed  consolidated balance sheet and as of
January  1,  1996  for  the  pro  forma  condensed  consolidated  statements  of
operations.  Such pro forma adjustments are described in the accompanying  notes
to the  pro  forma  condensed  consolidated  balance  sheet  and  statements  of
operations which should be read in conjunction  with such  statements.  Such pro
forma  condensed  consolidated  financial  statements  should  also  be  read in
conjunction  with  the  Company's  audited  consolidated   financial  statements
appearing in the Form 10-K and the Company's  unaudited  condensed  consolidated
financial  statements  appearing  in the  Form  10-Q.  The pro  forma  condensed
consolidated  financial statements do not purport to be indicative of the actual
financial position or results of operations of the Company had such transactions
actually been  consummated on March 30, 1997 and January 1, 1996,  respectively,
or of the future financial position or results of operations of the Company.    

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                     TRIARC COMPANIES, INC. AND SUBSIDIARIES                                                                 
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET                                                              
                                 MARCH 30, 1997                                                                              

                                                                                    AS            PRO FORMA                  
                                                                                 REPORTED        ADJUSTMENTS       PRO FORMA 
                                                                                 --------        -----------       --------- 
                                                                                               (IN THOUSANDS)                
                                                                                                 (UNAUDITED)                 
                                    ASSETS                                                                                   
                                                                                                                             
Current assets:                                                                                                              
   Cash and cash equivalents...............................................$     120,516   $          50  (a)  $     116,370 
                                                                                                  (4,196) (b)                
   Short-term investments..................................................       58,460             --               58,460 
   Receivables, net........................................................       85,088           2,977  (c)         88,065 
   Inventories.............................................................       55,914          (2,592) (c)         53,322 
   Assets held for sale ...................................................       71,116         (71,116) (a)            --  
   Deferred income tax benefit.............................................       16,409             --               16,409 
   Prepaid expenses and other current assets...............................       14,691             --               14,691 
                                                                           -------------   -------------       ------------- 
        Total current assets...............................................      422,194         (74,877)            347,317 
Properties, net............................................................      105,995             --              105,995 
Unamortized costs in excess of net assets of acquired companies............      202,026             --              202,026 
Trademarks.................................................................       56,187             --               56,187 
Deferred costs, deposits and other assets..................................       58,155           1,329  (a)         56,149 
                                                                                                    (385) (c)                
                                                                                                  (2,950) (d)                
                                                                           -------------   -------------       ------------- 
                                                                           $     844,557   $     (76,883)      $     767,674 
                                                                           =============   =============       ============= 

    LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                     

Current liabilities:                                                                                                         
   Current portion of long-term debt.......................................$     101,006   $     (69,517) (a)  $      31,489 
   Accounts payable........................................................       42,949             --               42,949 
   Accrued expenses........................................................      110,162            (220) (a)        104,596 
                                                                                                  (4,196) (b)                
                                                                                                  (1,150) (d)                
                                                                           -------------   -------------       ------------- 
        Total current liabilities..........................................      254,117         (75,083)            179,034 
Long-term debt.............................................................      487,612             --              487,612 
Deferred income taxes......................................................       34,464             --               34,464 
Deferred income and other liabilities......................................       28,280             --               28,280 
Minority interests.........................................................       34,316             --               34,316 
Stockholders' equity (deficit):                                                                                              
   Common stock............................................................        3,398             --                3,398 
   Additional paid-in capital..............................................      163,416             --              163,416 
   Accumulated deficit.....................................................     (113,001)         (1,800) (d)       (114,801)
   Treasury stock..........................................................      (45,760)            --              (45,760)
   Other    ...............................................................       (2,285)            --               (2,285)
                                                                           -------------   -------------       ------------- 
        Total stockholders' equity.........................................        5,768          (1,800)              3,968 
                                                                           -------------   -------------       ------------- 
                                                                           $     844,557   $     (76,883)      $     767,674 
                                                                           =============   =============       ============= 


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  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)

   (a)  To  reflect  the  sale of  restaurants  to RTM for (i) the  proceeds  of
        $50,000 in cash, a $1,950,000  note due 2000 with a discounted  value of
        $1,329,000  and the  assumption  by RTM of  $54,642,000  of mortgage and
        equipment notes and $14,875,000 of capitalized lease  obligations,  (ii)
        the elimination of the assets held for sale of $71,116,000 and (iii) the
        recording of the  $220,000 net  difference  against  amounts  previously
accrued.                                                        

   (b)  To reflect the payment of $3,252,000 of previously  accrued  transaction
        costs,  including real estate transfer taxes,  mortgage recording costs,
        fairness opinions and valuations,  legal and accounting, and the payment
to RTM of $944,000 of reserves for employee benefits.           

   (c)  To  reflect  a  receivable  from  RTM for the  value of  inventories  of
        $2,592,000  and  restaurant  lease  and  utility  deposits  of  $385,000
transferred to RTM with settlement due within 30 days.          

   (d)  To reflect the write-off of previously  unamortized  deferred  financing
        costs of $2,950,000  less related tax benefit of $1,150,000  relating to
the debt assumed by RTM.                                        

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

                                                                                   AS               PRO FORMA                     
                                                                                REPORTED           ADJUSTMENTS        PRO FORMA   
                                                                                --------           -----------        ---------   
                                                                                    (IN THOUSANDS EXCEPT PER SHARE DATA)          
                                                                                                 (UNAUDITED)                      

                                                                                                                                  
Revenues:                                                                                                                         
   Net sales.................................................................$     931,920      $   (228,031) (a)   $     703,889 
   Royalties, franchise fees and other revenues..............................       57,329             9,121  (b)          66,450 
                                                                             -------------      ------------        ------------- 
                                                                                   989,249          (218,910)             770,339 
                                                                             -------------      ------------        ------------- 
Costs and expenses:                                                                                                               
   Cost of sales.............................................................      652,109          (187,535) (a)         464,574 
   Advertising, selling and distribution.....................................      139,662           (24,764) (a)         114,898 
   General and administrative................................................      131,357            (9,913) (a)         121,444 
   Reduction in carrying value of long-lived assets impaired or                                                                   
      to be disposed of......................................................       64,300           (58,900) (a)           5,400 
   Facilities relocation and corporate restructuring ........................        8,800            (2,400) (a)           6,400 
                                                                             -------------      ------------        ------------- 
                                                                                   996,228          (283,512)             712,716 
                                                                             -------------      ------------        ------------- 
        Operating profit (loss)..............................................       (6,979)           64,602               57,623 
Interest expense.............................................................      (73,379)            8,421  (c)         (64,958)
Gain on sale of businesses, net..............................................       77,000               --                77,000 
Other income, net ...........................................................        7,996               --                 7,996 
                                                                             -------------       -----------        ------------- 
        Income before income taxes and minority interests....................        4,638            73,023               77,661 
Provision for income taxes...................................................      (11,294)          (28,406) (d)         (39,700)
Minority interests in income of consolidated subsidiaries                           (1,829)              --                (1,829)
                                                                             -------------       -----------        ------------- 
        Income (loss) before extraordinary items.............................$      (8,485)      $    44,617        $      36,132 
                                                                             =============       ===========        ============= 

        Income (loss) before extraordinary items per share...................$        (.28)                         $        1.21 
                                                                             =============                          ============= 


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                     TRIARC COMPANIES, INC. AND SUBSIDIARIES                                                                      
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS                                                              
                    FOR THE THREE MONTHS ENDED MARCH 30, 1997                                                                     

                                                                                   AS               PRO FORMA                     
                                                                                REPORTED           ADJUSTMENTS        PRO FORMA   
                                                                                --------           -----------        ---------   
                                                                                       (IN THOUSANDS EXCEPT PER SHARE DATA)       
                                                                                                   (UNAUDITED)                    

                                                                                                                                  
Revenues:                                                                                                                         
   Net sales.................................................................$     192,086      $    (52,134) (a)   $     139,952 
   Royalties, franchise fees and other revenues..............................       13,315             2,085  (b)          15,400 
                                                                             -------------      ------------        ------------- 
                                                                                   205,401           (50,049)             155,352 
                                                                             -------------      ------------        ------------- 
Costs and expenses:                                                                                                               
   Cost of sales.............................................................      125,883           (40,962) (a)          84,921 
   Advertising, selling and distribution.....................................       29,345            (5,597) (a)          23,748 
   General and administrative................................................       30,714            (2,366) (a)          28,348 
   Facilities relocation and corporate restructuring ........................        1,883            (1,706) (a)             177 
                                                                             -------------      ------------        ------------- 
                                                                                   187,825           (50,631)             137,194 
                                                                             -------------      ------------        ------------- 
        Operating profit.....................................................       17,576               582               18,158 
Interest expense.............................................................      (15,702)            2,020  (c)         (13,682)

Other income, net............................................................        4,111               --                 4,111 
                                                                             -------------       -----------        ------------- 
        Income before income taxes and minority interests....................        5,985             2,602                8,587 
Provision for income taxes...................................................       (3,052)           (1,012) (d)          (4,064)
Minority interests in income of consolidated subsidiaries....................       (4,110)              --                (4,110)
                                                                             -------------       -----------        ------------- 
        Income (loss) before extraordinary items.............................$      (1,177)      $     1,590        $         413 
                                                                             =============       ===========        ============= 

        Income (loss) before extraordinary items per share...................$        (.04)                         $         .01 
                                                                             =============                          ============= 


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 PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(a)  To  reflect  the  elimination  of the  sales,  cost of sales,  advertising,
     selling and distribution  expenses and allocated general and administrative
     expenses,  the reduction in carrying value of long-lived assets impaired or
     to be disposed of for the year ended  December 31, 1996 related to the sold
     restaurants  and the portion of the  facilities  relocation  and  corporate
     restructuring  charge associated with  restructuring the restaurant segment
     in connection with the RTM sale. The allocated  general and  administrative
     expenses   reflect  the  portion  of  the   Company's   total  general  and
     administrative  expenses allocable to the operating results associated with
     the  restaurants  sold as determined  by  management  of the Company.  Such
     allocated   amounts   consist  of  (i)   salaries,   bonuses,   travel  and
     entertainment  expenses,  supplies,  training and other expenses related to
     area managers who have  responsibility for the day-to-day  operation of the
     sold restaurants and (ii) the portion of general  corporate  overhead (e.g.
     accounting, human resources,  marketing, etc.) estimated to be attributable
     to the restaurants. Since the Company no longer owns Arby's restaurants but
     continues  to  operate  as  an  Arby's  franchisor,  it  is  undertaking  a
     reorganization  of its  restaurant  segment  eliminating  approximately  60
     positions  in  its   corporate   and  field   administrative   offices  and
     significantly  reducing leased office space.  The effect of the elimination
     of income and expenses of the sold restaurants is significantly  greater in
     the year ended  December  31, 1996 as compared  with the three months ended
     March 30, 1997 principally due to two 1996 eliminations which did not recur
     in the 1997 period for (i) the  $58,900,000  reduction in carrying value of
     long-lived   assets   associated  with  the   restaurants   sold  and  (ii)
     depreciation  and  amortization on the long-lived  restaurant  assets sold,
     which had been written down to their  estimated  fair values as of December
     31, 1996 and were no longer  depreciated or amortized  while they were held
for sale.                                                             

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

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

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

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SIGNATURE           

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.                                           

TRIARC COMPANIES, INC.
(Registrant)          

Date: August 4, 1997         By:      /s/ JOHN L. BARNES, JR.                   
                   -----------------------
               John L. Barnes, Jr.
                 Senior Vice President
                       and Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	8/4/97	10		8-K
	5/20/97	2		8-K
For Period End:	5/5/97	1	4	8-K
	3/30/97	4	9	10-Q
	2/13/97	3		3, 5, 8-K
	12/31/96	4	9	10-K, 10-K/A, 5
	1/1/96	4
				List all Filings

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Filing Submission 0000030697-97-000066 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wendy's Co – ‘8-K/A’ for 5/5/97

As of: Monday, 8/4/97 · For: 5/5/97 · Accession #: 30697-97-66 · File #: 1-02207

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Amendment to Current Report — Form 8-KFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
Filing Table of Contents