UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 25, 2002
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
280 Park Avenue
New York, NY 10017
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former name or former address, (Zip Code)
if changed since last report)
Item 5. Other Events
On November 26, 2002 Triarc Companies, Inc. announced that the United
States Bankruptcy Court for the Southern District of New York confirmed Triarc's
plan of reorganization pursuant to which Triarc will acquire Sybra, Inc., the
second largest franchisee of the Arby's (R) brand. The acquisition is expected
to close in the fourth quarter of 2002.
Sybra, Inc., a subsidiary of I.C.H. Corporation, and currently in
Chapter 11, owns and operates 239 Arby's restaurants in nine states located
primarily in Michigan, Texas, Pennsylvania, New Jersey and Florida. Based on
information provided by Sybra, for the twelve months ended December 31, 2001,
Sybra had revenues of approximately $200 million.
In return for 100% of the equity of a reorganized Sybra, Triarc will
pay $8 million to ICH's creditors. In addition, Triarc will make a $14.5 million
investment in Sybra and Sybra will remain exclusively liable for its long-term
debt and capital lease obligations, which aggregated approximately $104 million
as of December 31, 2001. Triarc will also make available to, or obtain for,
Sybra a $5.0 million standby financing facility for each of three years (up to
$15.0 million in the aggregate) to fund any operating shortfalls of Sybra.
In February 2002, ICH and its principal subsidiaries, including
Sybra, each voluntarily filed petitions for reorganization under Chapter 11 of
the Bankruptcy Code. Sybra has stated that the purpose of the filings was to
separate Sybra's Arby's operations from certain ongoing ICH liabilities related
to ICH's former ownership of the California-based Lyon's restaurant chain. To
date, the filings appear to have helped preserve Sybra's Arby's operations,
allowing essentially all of Sybra's restaurants to continue to operate without
disruption.
A copy of Triarc's Third Amended Joint Plan of Reorganization for
ICH, Sybra and a subsidiary of Sybra, as well as a copy of the court order
confirming such plan of reorganization and the press release with respect to the
proposed acquisition are being filed as exhibits hereto.
Item 7. Exhibits
(c) Exhibits
2.1 Triarc Companies, Inc.'s Third Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy
Code for ICH Corporation, Sybra, Inc. and Sybra of
Connecticut, Inc., dated November 22, 2002.
2.2 Findings of Fact, Conclusions of Law, and Order Under
Section 1129(a) of the Bankruptcy Code and Rule 3020
of the Bankruptcy Rules Confirming Triarc Companies,
Inc.'s Third Amended Joint Plan of Reorganization
Under Chapter 11 for ICH Corporation, Sybra, Inc. and
Sybra of Connecticut, Inc., dated November 22, 2002.
99.1 Press release dated November 26, 2002.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
By: /s/ Brian L. Schorr
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Brian L. Schorr
Executive Vice President
and General Counsel
Dated: November 27, 2002
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE NO.
2.1 Triarc Companies, Inc.'s Third Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code
for ICH Corporation, Sybra, Inc. and Sybra of
Connecticut, Inc., dated November 22, 2002.
2.2 Findings of Fact, Conclusions of Law, and Order Under
Section 1129(a) of the Bankruptcy Code and Rule 3020
of the Bankruptcy Rules Confirming Triarc Companies,
Inc.'s Third Amended Joint Plan of Reorganization Under
Chapter 11 for ICH Corporation, Sybra, Inc. and
Sybra of Connecticut, Inc., dated November 22, 2002.
99.1 Press release dated November 26, 2002