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<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-78625-25
<FILM-NUMBER>99627634
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>TRIARC RESTAURANT GROUP
<STREET2>1000 CORPORATE DRIVE
<CITY>FT LAUDERDALE
<STATE>FL
<ZIP>33334
<PHONE>2124513140
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>TRIARC BEVERAGE GROUP
<STREET2>709 WESTCHESTER AVENUE
<CITY>WHITE PLAINS
<STATE>NY
<ZIP>10604
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ARBYS INC /DE
<CIK>0001086112
<ASSIGNED-SIC>0000
<IRS-NUMBER>133760393
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-78625-26
<FILM-NUMBER>99627635
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>TRIARC RESTAURANT GROUP
<STREET2>1000 CORPORATE DRIVE
<CITY>FT LAUDERDALE
<STATE>FL
<ZIP>33334
<PHONE>2124513140
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>TRIARC BEVERAGE GROUP
<STREET2>709 WESTCHESTER AVENUE
<CITY>WHITE PLAINS
<STATE>NY
<ZIP>10604
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RCAC ASSET MANAGEMENT INC
<CIK>0001086114
<ASSIGNED-SIC>0000
<IRS-NUMBER>650564547
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-78625-27
<FILM-NUMBER>99627636
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>TRIARC RESTAURANT GROUP
<STREET2>1000 CORPORATE DRIVE
<CITY>FT LAUDERDALE
<STATE>FL
<ZIP>33334
<PHONE>2124513140
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>TRIARC BEVERAGE GROUP
<STREET2>709 WESTCHESTER AVENUE
<CITY>WHITE PLAINS
<STATE>NY
<ZIP>10604
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ARHC LLC
<CIK>0001086115
<ASSIGNED-SIC>0000
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
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<FILE-NUMBER>333-78625-28
<FILM-NUMBER>99627637
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>TRIARC RESTAURANT GROUP
<STREET2>1000 CORPORATE DRIVE
<CITY>FT LAUDERDALE
<STATE>FL
<ZIP>33334
<PHONE>2124513140
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>TRIARC BEVERAGE GROUP
<STREET2>709 WESTCHESTER AVENUE
<CITY>WHITE PLAINS
<STATE>NY
<ZIP>10604
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<DESCRIPTION>TRIARC CONSUMER PRODUCTS GROUP, LLC ET AL, S-4
<TEXT>




<PAGE>

<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
 
                                                      REGISTRATION NO. 333-
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
<TABLE>
<S>                                                                   <C>
                TRIARC CONSUMER PRODUCTS GROUP, LLC                                   TRIARC BEVERAGE HOLDINGS CORP.
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              DELAWARE                                                           DELAWARE
   (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)     (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
                                6719                                                               2086
      (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)           (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
                             38-0471180                                                         65-0748978
                          (I.R.S. EMPLOYER                                                   (I.R.S. EMPLOYER
                       IDENTIFICATION NUMBER)                                             IDENTIFICATION NUMBER)
                          280 PARK AVENUE                                                 709 WESTCHESTER AVENUE
                      NEW YORK, NEW YORK 10017                                         WHITE PLAINS, NEW YORK 10604
                           (212) 451-3000                                                     (914) 397-9200
            (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE                        (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                    NUMBER, INCLUDING AREA CODE,                                       NUMBER, INCLUDING AREA CODE,
            OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)                       OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
                             BRIAN L. SCHORR, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                      TRIARC CONSUMER PRODUCTS GROUP, LLC
                           C/O TRIARC COMPANIES, INC.
                                280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
                                WITH A COPY TO:
                             PAUL D. GINSBERG, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                          1285 AVENUE OF THE AMERICAS
                         NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000
                            ------------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
 
    If the Securities registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
 
    If this Form is filed to register additional securities for an offering as
contemplated by Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
 
    If this Form is a post-effective amendment filed under Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
                            ------------------------
 
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                                 OFFERING PRICE        AGGREGATE         AMOUNT OF
           TITLE OF EACH CLASS OF               AMOUNT TO BE           PER              OFFERING        REGISTRATION
         SECURITIES TO BE REGISTERED             REGISTERED          UNIT(1)            PRICE(1)           FEE(2)
--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>                 <C>                 <C>
10 1/4% Senior Subordinated Notes due 2009...   $300,000,000          100%            $300,000,000        $ 83,400
--------------------------------------------------------------------------------------------------------------------
Guarantees of 10 1/4% Senior Subordinated
  Notes due 2009.............................       (2)                (2)               (2)               (2)
--------------------------------------------------------------------------------------------------------------------
    Total....................................   $300,000,000          100%            $300,000,000        $ 83,400
====================================================================================================================
</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee as
    provided in Rule 457(f).
 
(2) Pursuant to Rule 457(n), no registration fee is required with respect to the
    Guarantees of the Senior Subordinated Notes registered hereby.
 
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE AS PROVIDED IN SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING UNDER
SAID SECTION 8(a), MAY DETERMINE.
________________________________________________________________________________




<PAGE>

<PAGE>
                        TABLE OF ADDITIONAL REGISTRANTS
 
<TABLE>
<CAPTION>
                     EXACT NAME OF                         JURISDICTION                              PRIMARY STANDARD
                GUARANTOR REGISTRANT AS                         OF           I.R.S. EMPLOYEE            INDUSTRIAL
                SPECIFIED IN ITS CHARTER                   INCORPORATION    IDENTIFICATION NO.    CLASSIFICATION CODE NO.
--------------------------------------------------------   -------------    ------------------    -----------------------
<S>                                                        <C>              <C>                   <C>
Mistic Brands, Inc......................................        Delaware        13-3844011                  2086
Snapple Beverage Corp...................................        Delaware        04-3149065                  2086
Snapple International Corp..............................        Delaware        11-3195302                  2086
Snapple Caribbean Corp..................................        Delaware        11-3213755                  2086
Snapple Worldwide Corp..................................        Delaware        11-3233634                  2086
Snapple Finance Corp....................................        Delaware        11-3207217                  2086
Pacific Snapple Distributors, Inc.......................      California        33-0390611                  2086
Mr. Natural, Inc........................................        Delaware        11-3199405                  2086
Kelrae, Inc.............................................        Delaware        51-0380030                  6719
Millrose Distributors, Inc..............................      New Jersey        22-2323048                  2086
RC/Arby's Corporation...................................        Delaware        59-2277791                  6794
ARHC, LLC...............................................        Delaware        59-2277791                  6794
RCAC Asset Management, Inc..............................        Delaware        65-0564547                  6794
Arby's, Inc.............................................        Delaware        13-3760393                  6794
Arby's Building and Construction Co.....................         Georgia        58-1684596                  6794
TJ Holding Company, Inc.................................        Delaware        65-0663961                  6794
Arby's Restaurant Construction Company..................        Delaware        65-0573190                  6794
Arby's Restaurants, Inc.................................        Delaware        65-0558054                  6794
RC-11, Inc..............................................     Mississippi        64-0500368                  2087
RC Leasing, Inc.........................................        Delaware        65-0464496                  2087
Royal Crown Bottling Company of Texas...................        Delaware        59-1722788                  2087
Royal Crown Company, Inc................................        Delaware        58-1316061                  2087
Retailer Concentrate Products, Inc......................         Florida        65-0596569                  2087
TriBev Corporation......................................        Delaware        13-3787716                  2087
Cable Car Beverage Corporation..........................        Delaware        52-0880815                  2086
Old San Francisco Seltzer, Inc..........................        Colorado        84-1069343                  2086
Fountain Classics, Inc..................................        Colorado        84-1270356                  2086
</TABLE>


<PAGE>

<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
                    SUBJECT TO COMPLETION DATED MAY 17, 1999
 
PROSPECTUS
 
                      TRIARC CONSUMER PRODUCTS GROUP, LLC
                                      AND
                         TRIARC BEVERAGE HOLDINGS CORP.
 
OFFER TO EXCHANGE $300,000,000 OF OUR 10 1/4% SENIOR SUBORDINATED NOTES DUE 2009
 
                          TERMS OF THE EXCHANGE OFFER
 
 It expires at 5:00 p.m., New York City time, on                 , 1999, unless
 extended.
 
 All initial notes that are validly tendered and not withdrawn will be
 exchanged.
 
 Tenders of initial notes may be withdrawn at any time before the expiration of
 the exchange offer.
 
 The terms of the exchange notes we will issue in the exchange offer are
 substantially identical to those of the initial notes, except that transfer
 restrictions and registration rights relating to the initial notes will not
 apply to the exchange notes.
 
 The exchange notes are new securities and no established market for them
 currently exists.
 
BEFORE PARTICIPATING IN THIS EXCHANGE OFFER PLEASE REFER TO THE SECTION IN THIS
PROSPECTUS ENTITLED 'RISK FACTORS' BEGINNING ON PAGE 13.
 
     Neither the Securities and Exchange Commission nor any state commission has
approved the notes to be distributed in the exchange offer, nor have any of
these organizations determined that this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
 
                            ------------------------
 
             The date of this prospectus is                , 1999.




<PAGE>

<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Prospectus Summary.........................................................................................      3
 
Risk Factors...............................................................................................     13
 
Use of Proceeds............................................................................................     22
 
Capitalization.............................................................................................     23
 
Unaudited Pro Forma Condensed Combined Financial Statements................................................     24
 
Selected Combined Financial Data...........................................................................     30
 
Management's Discussion and Analysis of Financial Condition and Results of Operations......................     32
 
Business...................................................................................................     49
 
Management.................................................................................................     63
 
Certain Relationships and Related Transactions.............................................................     76
 
Principal Shareholders.....................................................................................     78
 
Description of Indebtedness................................................................................     81
 
The Exchange Offer.........................................................................................     84
 
Description of the Exchange Notes..........................................................................     93
 
Federal Income Tax Considerations..........................................................................    132
 
Plan of Distribution.......................................................................................    136
 
Legal Matters..............................................................................................    136
 
Experts....................................................................................................    136
 
Where You Can Find More Information........................................................................    137
 
Index to Financial Statements..............................................................................    F-1
</TABLE>


<PAGE>

<PAGE>
                               PROSPECTUS SUMMARY
 
     This summary highlights information contained elsewhere in this prospectus.
Because it is a summary, it does not contain all of the information that you
should consider before investing. You should read this entire prospectus
carefully, including the section entitled 'Risk Factors' beginning on page 13
and the financial statements, including the notes to those statements, included
elsewhere in this prospectus.
 
     Unless otherwise noted, the words the 'Company,' 'we,' 'us,' 'our,' and
'ours' refer to Triarc Consumer Products Group, LLC and its subsidiaries. The
word 'issuers' refers to Triarc Consumer Products Group, LLC and Triarc Beverage
Holdings Corp. The words 'Triarc Parent' refer to our parent corporation, Triarc
Companies, Inc.
 
     Trademarks, copyrights and other intellectual property owned or licensed by
us or our subsidiaries appear in italics the first time that they are referred
to in this prospectus. All other trademarks appearing in this prospectus are the
property of their respective owners.
 
                              ABOUT OUR BUSINESSES
 
GENERAL
 
     We are a leading premium beverage company, a restaurant franchisor and a
soft drink concentrates producer. We own the Snapple, Mistic and Stewart's
premium beverage brands and the Royal Crown carbonated soft drink brand and are
the franchisor of the Arby's restaurant system.
 
PREMIUM BEVERAGES (SNAPPLE, MISTIC AND STEWART'S)
 
     Through Snapple, Mistic and Stewart's, we are a leader in the approximately
$3.0 billion wholesale premium beverage market. According to A.C. Nielsen data,
in 1998 our premium beverage brands had the leading share (34%) of premium
beverage sales volume in grocery stores, mass merchandisers and convenience
stores.
 
SNAPPLE
 
     Snapple Beverage Corp. markets and distributes all-natural ready-to-drink
teas, juice drinks and juices. According to A.C. Nielsen data, in 1998 Snapple
had the leading share (26%) of premium beverage sales volume in grocery stores,
mass merchandisers and convenience stores. Since acquiring Snapple in May 1997,
we have introduced several new products and flavors including Orange Tropic-
Wendy's Tropical Inspiration, Snapple Farms, Snapple Elements, Hydro and
WhipperSnapple, which was named Convenience Store Magazine beverage product of
the year and won the American Marketing Association's Edison award for best new
beverage in 1998.
 
MISTIC
 
     Mistic Brands, Inc. markets and distributes a wide variety of premium
beverages, including fruit drinks, ready-to-drink teas, juices and flavored
seltzers under the Mistic, Mistic Rain Forest Nectars and Mistic Fruit Blast
brand names. Since acquiring Mistic in August 1995, we have introduced more than
35 new flavors, a line of 100% fruit juices, various new bottle sizes and shapes
and numerous new package designs. During 1999, Mistic introduced Mistic Italian
Ice Smoothies and Sun Valley Squeeze.
 
STEWART'S
 
     Cable Car Beverage Corporation, the exclusive soft-drink licensee of the
Stewart's trademark, markets and distributes Stewart's brand premium soft
drinks, including Root Beer, Orange N' Cream, Cream Ale, Ginger Beer, Creamy
Style Draft Cola, Classic Key Lime, Lemon Meringue, Cherries N' Cream and Grape.
Through the fourth quarter of 1998, Stewart's has experienced 25 consecutive
quarters of double-digit percentage case sales increases compared to the prior
year's comparable quarter.
 
                                       3
 

<PAGE>

<PAGE>
SOFT DRINK CONCENTRATES (ROYAL CROWN)
 
     Royal Crown Company, Inc. produces and sells concentrates used in the
production of carbonated soft drinks. Royal Crown's products include RC Cola,
which is the largest national brand cola available to bottlers who do not bottle
either Coca-Cola or Pepsi-Cola. Royal Crown is also the exclusive supplier of
cola concentrate and a primary supplier of flavor concentrates to Cott
Corporation, which, based on public disclosures by Cott, is the largest supplier
of premium retailer branded beverages in the United States, Canada and the
United Kingdom. We also sell our products internationally. Our international
export business has grown at an 18% compound annual growth rate over the five
years ended 1997, although growth slowed to 4% in 1998 due to adverse economic
conditions in some of our markets, especially Russia. Royal Crown's share of the
overall domestic carbonated soft drink market was approximately 1.7% in 1997
according to Beverage Digest/Maxwell estimates. During 1998, Royal Crown's soft
drink brands had approximately a 1.6% share of national supermarket volume.
 
FRANCHISE RESTAURANT SYSTEM
 
     Through the Arby's franchise business, we participate in the approximately
$100 billion quick service restaurant segment of the domestic restaurant
industry. Arby's is the world's largest restaurant system specializing in
slow-roasted roast beef sandwiches. According to Nation's Restaurant News,
Arby's is the 10th largest quick service restaurant chain in the United States,
based on 1997 domestic system wide sales. Arby's offers franchisees the
opportunity to multi-brand with T.J. Cinnamons products, which are primarily
gourmet cinnamon rolls, gourmet coffees and other related products. In addition,
Arby's expects to offer franchisees the opportunity to multi-brand further with
Pasta Connection'TM' products, which are pasta dishes with a variety of
different sauces, after we complete the final stages of test marketing in 1999.
 
     As of January 3, 1999, the Arby's restaurant system consisted of 3,135
franchised restaurants and Arby's had commitments from franchisees to open up to
1,011 Arby's restaurants over the next 12 years. From 1996 to 1998, Arby's
system-wide sales grew at a compound annual growth rate of 6.1% to $2.2 billion.
 
BUSINESS STRATEGY
 
     Our strategy for each of our businesses is as follows:
 
PREMIUM BEVERAGES (SNAPPLE, MISTIC, STEWART'S):
 
      Continue to develop new products and innovative packaging
 
      Increase consumer awareness and brand imagery through innovative marketing
 
      Continue to expand and enhance distributor relationships to increase
      penetration of our brands
 
      Continue to acquire distributors in key markets; we currently own
      distributors in three of our largest markets
 
      Continue to control production costs through favorable supply agreements
 
      Continue to minimize capital expenditures through the use of third-party
      co-packers
 
      Pursue acquisitions of additional beverage brands
 
SOFT DRINK CONCENTRATES (ROYAL CROWN):
 
      Enhance our strategic relationship with Cott by assisting in the
      development of new products and maintenance of quality control
 
       Continue the expansion of our international export business
 
       Focus marketing resources in markets where our market share is strongest
 
                                       4
 

<PAGE>

<PAGE>
FRANCHISE RESTAURANT SYSTEM (ARBY'S):
 
       Increase our franchisees' annual unit volume by:
 
          (1) promoting the perception of Arby's as a 'Cut Above' brand,
 
          (2) driving consumer awareness and loyalty through marketing and new
              products,
 
          (3) expanding breakfast and dinner offerings through new menu items
              and multi-branding opportunities, and
 
          (4) promoting Arby's openings in high quality locations
 
      Continue to strengthen franchisee relationships through initiatives like
      third-party preferred financing arrangements we established on behalf of
      our franchisees during 1998
 
      Expand brand distribution through well capitalized and experienced
      franchisees and through alternative locations including airports, school
      cafeterias and hospitals
 
      Selectively acquire new brands to which we can apply our successful
      franchising strategy
 
OUR HISTORY
 
     We are a wholly owned subsidiary of Triarc Parent that was organized on
January 15, 1999. In conjunction with the offering of the initial notes and our
new credit facility, on February 23, 1999, Triarc Parent contributed to us all
of the outstanding capital stock of Triarc Beverage Holdings Corp., RC/Arby's
Corporation and Cable Car Beverage Corporation and on February 24, 1999
contributed by merger all of the outstanding shares of capital stock that it
owned in two subsidiaries of RC/Arby's Corporation.
 
     The following chart summarizes the organizational structure of Triarc
Consumer Products Group, LLC and its domestic subsidiaries:

                                    [CHART]

 
                                       5
 

<PAGE>

<PAGE>
                         SUMMARY OF THE EXCHANGE OFFER
 
     We are offering to exchange $300,000,000 aggregate principal amount of our
exchange notes for $300,000,000 aggregate principal amount of our initial notes.
To exchange your initial notes, you must properly tender them and we must accept
your tender. We will exchange all outstanding initial notes that are validly
tendered and not validly withdrawn.
 
EXPIRATION DATE
 
     The exchange offer will expire at 5:00 p.m., New York City time, on
            , 1999, unless we decide to extend it.
 
CONDITIONS TO THE EXCHANGE OFFER
 
     The exchange offer is subject to the following customary conditions:
 
      the exchange offer does not violate applicable law or any applicable
      interpretation of the staff of the Securities and Exchange Commission,
 
      you tender your initial notes in the manner required by the exchange
      offer, and
 
      there is no injunction, order or decree by any court or governmental
      authority which would prevent or otherwise materially impair our ability
      to proceed with the exchange offer.
 
     Please refer to the section in this prospectus entitled 'The Exchange
Offer -- Conditions to the Exchange Offer.'
 
PROCEDURES FOR TENDERING INITIAL NOTES
 
     To participate in the exchange offer, you must complete, sign and date the
letter of transmittal, or a facsimile of the letter of transmittal, and transmit
it together with all other documents required by the letter of transmittal,
including the initial notes to be exchanged, to The Bank of New York, as
exchange agent, at the address indicated on the cover page of the letter of
transmittal before 5:00 p.m., New York City time, on the expiration date. You
can also tender your initial notes by following the procedures for book-entry
transfer described in this prospectus. For more information on tendering your
initial notes, please refer to the sections in this prospectus entitled 'The
Exchange Offer -- Procedures for Tendering Initial Notes -- Proper Execution and
Delivery of Letters of Transmittal' and ' -- Book-Entry Delivery Procedure.'
 
SPECIAL PROCEDURES FOR BENEFICIAL OWNERS
 
     If your initial notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, we urge you to contact that
person promptly to tender your initial notes in the exchange offer. For more
information on tendering your initial notes, please refer to the sections in
this prospectus entitled 'The Exchange Offer -- Procedures for Tendering Initial
Notes -- Proper Execution and Delivery of Letters of Transmittal' and
' -- Book-Entry Delivery Procedure.'
 
GUARANTEED DELIVERY PROCEDURES
 
     If you wish to tender your initial notes and you cannot get your required
documents to the exchange agent on time, you may tender your initial notes
according to the guaranteed delivery procedures described under the section of
this prospectus entitled 'The Exchange Offer -- Procedures for Tendering Initial
Notes -- Guaranteed Delivery Procedure.'
 
WITHDRAWAL RIGHTS
 
     You may withdraw the tender of your initial notes at any time before 5:00
p.m., New York City time, on the expiration date of the exchange offer. To
withdraw, you must send a written or facsimile
 
                                       6
 

<PAGE>

<PAGE>
transmission notice of withdrawal to the exchange agent at its address shown in
the section of this prospectus entitled 'The Exchange Offer -- Exchange Agent'
on or before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. Please refer to the section of this prospectus entitled 'The
Exchange Offer -- Withdrawal of Tenders.'
 
ACCEPTANCE OF INITIAL NOTES AND DELIVERY OF EXCHANGE NOTES
 
     If all conditions required for proper acceptance of initial notes are
fulfilled, we will accept any and all initial notes that are properly tendered
in the exchange offer on or before 5:00 p.m., New York City time, on the
expiration date. We will return any initial note that we do not accept for
exchange to you without expense as promptly as practicable after the expiration
date. We will deliver the exchange notes as promptly as practicable after the
expiration date and acceptance of the initial notes for exchange. Please refer
to the section in this prospectus entitled 'The Exchange Offer -- Acceptance of
Initial Notes for Exchange; Delivery of Exchange Notes.'
 
FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE EXCHANGE OFFER
 
     Exchanging your initial notes for exchange notes will not be a taxable
event to you for United States federal income tax purposes. Please refer to the
section of this prospectus entitled 'Federal Income Tax Considerations.'
 
EXCHANGE AGENT
 
     The Bank of New York is serving as exchange agent in the exchange offer.
 
FEES AND EXPENSES
 
     We will bear all expenses related to the exchange offer. Please refer to
the section in this prospectus entitled 'The Exchange Offer -- Fees and
Expenses.'
 
USE OF PROCEEDS
 
     We will not receive any proceeds from the issuance of the exchange notes.
We are making this exchange offer solely to satisfy our obligations under our
registration rights agreement. Please refer to the sections in this prospectus
entitled 'Use of Proceeds' and 'Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources' for a discussion of our use of the proceeds from the issuance of the
initial notes.
 
CONSEQUENCES OF FAILURE TO EXCHANGE INITIAL NOTES
 
     If you do not exchange your initial notes in this exchange offer, you will
no longer be able to require us to register your initial notes under the
Securities Act except in the limited circumstances provided under our
registration rights agreement. In addition, you will not be able to resell,
offer to resell or otherwise transfer the initial notes unless they are
registered under the Securities Act, or unless you resell, offer to resell or
otherwise transfer them under an exemption from the registration requirements
of, or in a transaction not governed by, the Securities Act. Please refer to the
section in this prospectus entitled 'Risk Factors -- Your failure to participate
in the exchange offer will have adverse consequences.'
 
                                       7
 

<PAGE>

<PAGE>
                     SUMMARY OF TERMS OF THE EXCHANGE NOTES
 
ISSUERS
 
     Triarc Consumers Products Group, LLC and Triarc Beverage Holdings Corp.
 
NOTES OFFERED
 
     $300,000,000 aggregate principal amount of our 10 1/4% senior subordinated
notes due 2009. The form and terms of the exchange notes are the same as the
form and terms of the initial notes, except that the exchange notes will be
registered under the Securities Act, will not bear legends restricting their
transfer and will not be entitled to registration rights under our registration
rights agreement. The exchange notes will evidence the same debt as the initial
notes and both the initial notes and the exchange notes will be governed by the
same indenture.
 
MATURITY DATE
 
     February 15, 2009.
 
INTEREST ON THE EXCHANGE NOTES
 
     The exchange notes will bear interest at the rate of 10 1/4% per annum,
payable in cash on February 15 and August 15 of each year, beginning August 15,
1999.
 
SINKING FUND
 
     None.
 
OPTIONAL REDEMPTION
 
     We may redeem any of the exchange notes beginning on February 15, 2004. The
initial redemption price is 105.125% of their principal amount, plus accrued
interest. The redemption price will decline each year after 2004 and will be
100% of their principal amount, plus accrued interest, beginning on February 15,
2007.
 
     In addition, before February 15, 2002, we may redeem up to 35% of the
aggregate principal amount of the initial notes and exchange notes issued at a
redemption price equal to 110.25% of the principal amount of the initial notes
and exchange notes redeemed, plus accrued and unpaid interest, if any, through
the date of redemption, if:
 
      we use the proceeds of any public offerings of common stock by Triarc
      Parent to the extent the proceeds are contributed to us, Triarc Consumer
      Products Group, LLC, or any of their successors, and
 
      at least 65% of the aggregate principal amount of the initial notes and
      exchange notes originally issued remains outstanding immediately after
      giving effect to the redemption.
 
     Please refer to the section in this prospectus entitled 'Description of the
Exchange Notes -- Optional Redemption.'
 
CHANGE OF CONTROL
 
     Upon a change of control you will have the right to require us to
repurchase all of your exchange notes at a repurchase price equal to 101% of the
principal amount of the exchange notes plus accrued interest, if any, to the
date of the repurchase. However, we cannot assure you that we will have
sufficient funds to repurchase your exchange notes when required upon a change
of control. Please refer to the section of this prospectus entitled 'Risk
Factors -- We may be unable to purchase the exchange notes upon a change of
control.'
 
                                       8
 

<PAGE>

<PAGE>
RANKING
 
     The exchange notes will rank junior to:
 
       all of our senior indebtedness,
 
       all of our secured indebtedness, and
 
      all liabilities of our subsidiaries that do not guarantee the exchange
      notes.
 
     At January 3, 1999, assuming this offering and our credit facility had been
completed at that time, the exchange notes:
 
      would have ranked junior to $486.3 million of combined senior indebtedness
      of the issuers and the subsidiaries guaranteeing the notes, and
 
      would have ranked junior to $3.7 million of liabilities of the issuers'
      non-guarantor subsidiaries.
 
GUARANTEES
 
     The exchange notes will be guaranteed on a senior subordinated basis by all
of our existing domestic subsidiaries, other than Triarc Beverage Holdings Corp.
The guarantees will rank junior to all senior indebtedness and secured
indebtedness of the guarantors.
 
RESTRICTIVE COVENANTS
 
     The terms of the exchange notes restrict our ability and the ability of
some of our subsidiaries to:
 
       incur additional indebtedness,
 
       create liens,
 
       engage in sale-leaseback transactions,
 
       pay dividends or make distributions in respect of capital stock,
 
       purchase or redeem capital stock,
 
       make investments or restricted payments,
 
       sell assets,
 
       issue or sell stock of subsidiaries,
 
       enter into transactions with stockholders or affiliates, or
 
       effect a consolidation or merger.
 
     Exceptions to these limitations exist, including exceptions that would
permit the payment of a dividend to Triarc Parent consisting of the capital
stock of our restaurant subsidiaries and the release of these subsidiaries from
their guarantees of the exchange notes and the restrictive covenants in the
indenture.
 
ABSENCE OF A PUBLIC MARKET FOR THE EXCHANGE NOTES
 
     The exchange notes are new securities and no established market for them
currently exists. We cannot assure you that a market for the exchange notes will
develop or be liquid. The initial notes are currently eligible for trading in
the Private Offerings, Resales and Trading through Automated Linkages market.
Following commencement of the exchange offer, you may continue to trade the
initial notes in the private offerings market. However, the exchange notes will
not be eligible for trading in this market.
 
FORM OF EXCHANGE NOTES
 
     The exchange notes will be represented by one or more permanent global
securities in bearer form deposited with, or on behalf of, The Depository Trust
Company and registered in the name of The Depository Trust Company or its
nominee. You will not receive exchange notes in registered form
 
                                       9
 

<PAGE>

<PAGE>
unless one of the events described in the section of this prospectus entitled
'Description of the Exchange Notes -- Book Entry; Delivery and Form' occurs.
Instead, beneficial interests in the exchange notes will be shown on, and
transfers of these will be effected only through, records maintained in
book-entry form by The Depository Trust Company with respect to its
participants.
 
                                  RISK FACTORS
 
     YOU SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED IN THIS
PROSPECTUS AND, IN PARTICULAR, YOU SHOULD EVALUATE THE SPECIFIC FACTORS LISTED
UNDER 'RISK FACTORS' ON PAGE 13 FOR RISKS ASSOCIATED WITH THE EXCHANGE OFFER.
 
                            ------------------------
     Triarc Consumer Products Group, LLC's principal executive offices are
located at 280 Park Avenue, New York, New York 10017. Its telephone number is
(212) 451-3000.
 
     Triarc Beverage Holdings Corp.'s principal executive offices are located at
709 Westchester Avenue, White Plains, New York 10604. Its telephone number is
(914) 397-9200.
 
                                       10


<PAGE>

<PAGE>
                        SUMMARY COMBINED FINANCIAL DATA
 
     The following table presents our summary combined financial data. The
summary combined historical operating data for the years ended December 31,
1996, December 28, 1997 and January 3, 1999 are derived from the combined
financial statements audited by Deloitte & Touche LLP, independent auditors,
contained elsewhere in this prospectus and should be read with those financial
statements and the related notes. The summary combined financial data in the
column 'As Adjusted for the Transactions' reflect adjustments for the offering
of the initial 10 1/4% notes, the new credit facility, the related use of
proceeds and other related transactions. The adjusted data are derived from the
'Unaudited Pro Forma Condensed Combined Financial Statements' contained
elsewhere in this prospectus and should be read with those pro forma financial
statements and the related notes.
 
     EBITDA and Adjusted EBITDA are presented in order to allow for greater
comparability between periods as well as an indication of our results on an
ongoing basis. We calculate EBITDA as operating profit (loss) plus depreciation
and amortization (excluding amortization of deferred financing costs). We
calculate Adjusted EBITDA as EBITDA before significant charges and credits
relating to our acquisitions, dispositions and related restructurings. Because
all companies do not calculate EBITDA or similarly titled financial measures in
the same manner, those disclosures may not be comparable with EBITDA or Adjusted
EBITDA as calculated by us. You should not think of EBITDA or Adjusted EBITDA as
an alternative to net income or loss (as an indicator of operating performance)
or as an alternative to cash flow (as a measure of liquidity or ability to
service debt obligations) and EBITDA and Adjusted EBITDA are not measures of
performance or financial condition under generally accepted accounting
principles. However, EBITDA and Adjusted EBITDA provide additional information
for evaluating our ability to meet our obligations. Cash flows in accordance
with generally accepted accounting principles consist of cash flows from (1)
operating, (2) investing and (3) financing activities. Cash flows from operating
activities reflect net income or loss (including charges for interest and income
taxes not reflected in EBITDA) adjusted for (1) all non-cash charges or credits
(including, but not limited to, depreciation and amortization) and (2) changes
in operating assets and liabilities (not reflected in EBITDA). Further, cash
flows from investing and financing activities are not included in EBITDA. Our
historical cash flows are presented in the table below.
 
     The ratio of earnings to fixed charges was computed by dividing (1)
earnings (loss) before income taxes, extraordinary charges and fixed charges,
which consist of interest expense, amortization of deferred financing costs and
one-third of rental expense, which is deemed to be representative of the
interest factor, by (2) fixed charges.
 
<TABLE>
<CAPTION>
                                                                                                             AS ADJUSTED
                                                                                                               FOR THE
                                                                            HISTORICAL                       TRANSACTIONS
                                                           ---------------------------------------------     ------------
                                                            YEAR ENDED       YEAR ENDED       YEAR ENDED      YEAR ENDED
                                                           DECEMBER 31,     DECEMBER 28,      JANUARY 3,      JANUARY 3,
                                                               1996             1997             1999            1999
                                                           ------------     -------------     ----------     ------------
                                                                            (IN THOUSANDS EXCEPT RATIOS)
<S>                                                        <C>              <C>               <C>            <C>
STATEMENT OF OPERATIONS DATA:
     Revenues............................................    $597,435         $ 696,152        $815,036        $827,589
     Operating profit (loss).............................     (25,435)(1)        31,872(2)      105,192         106,155
     Income (loss) before extraordinary charges..........     (51,368)(1)       (18,986)(2)      29,987(3)       18,478(3)
     Extraordinary charges...............................      --                (2,954)(2)      --
     Net income (loss)...................................     (51,368)(1)       (21,940)(2)      29,987(3)
     Cash dividends......................................      --               --              (23,556)
</TABLE>
 
                                                  (table continued on next page)
 
                                       11
 

<PAGE>

<PAGE>
(table continued from previous page)
 
<TABLE>
<CAPTION>
                                                                                                             AS ADJUSTED
                                                                                                               FOR THE
                                                                            HISTORICAL                       TRANSACTIONS
                                                           ---------------------------------------------     ------------
                                                            YEAR ENDED       YEAR ENDED       YEAR ENDED      YEAR ENDED
                                                           DECEMBER 31,     DECEMBER 28,      JANUARY 3,      JANUARY 3,
                                                               1996             1997             1999            1999
                                                           ------------     -------------     ----------     ------------
                                                                            (IN THOUSANDS EXCEPT RATIOS)
<S>                                                        <C>              <C>               <C>            <C>
OTHER OPERATING DATA:
EBITDA
     Premium beverages...................................    $ 13,381         $   7,561        $ 77,825        $ 79,882
     Soft drink concentrates.............................      18,418            18,504          17,006          17,006
     Restaurants.........................................      31,819            31,200          43,180          43,180
     General corporate...................................        (189)             (149)            (11)            (11)
                                                           ------------     -------------     ----------     ------------
       Combined..........................................    $ 63,429         $  57,116        $138,000         140,057
                                                           ------------     -------------     ----------     ------------
                                                           ------------     -------------     ----------     ------------
Adjusted EBITDA
     Premium beverages...................................    $ 14,831         $  40,430        $ 77,825        $ 79,882
     Soft drink concentrates.............................      22,368            20,916          17,006          17,006
     Restaurants.........................................      34,219            36,797          43,180          43,180
     General corporate...................................        (189)             (149)            (11)            (11)
                                                           ------------     -------------     ----------     ------------
       Combined..........................................    $ 71,229         $  97,994        $138,000        $140,057
                                                           ------------     -------------     ----------     ------------
                                                           ------------     -------------     ----------     ------------
Reconciliation of EBITDA to Adjusted EBITDA
     EBITDA..............................................    $ 63,429         $  57,116        $138,000        $140,057
     Add back significant charges:
       Facilities relocation and corporate
          restructuring..................................       7,800             7,063          --              --
       Acquisition related costs.........................      --                33,815          --              --
                                                           ------------     -------------     ----------     ------------
          Adjusted EBITDA................................    $ 71,229         $  97,994        $138,000        $140,057
                                                           ------------     -------------     ----------     ------------
                                                           ------------     -------------     ----------     ------------
Ratio of Adjusted EBITDA to interest expense.............                                                           1.8x
Ratio of debt to Adjusted EBITDA.........................                                                           5.6x
Net cash provided by (used in):
     Operating activities................................    $ 11,325         $  40,150        $ 59,061
     Investing activities................................     (18,028)         (310,339)         15,814
     Financing activities................................       4,388           296,861         (36,325)
Ratio of earnings to fixed charges.......................                                           1.9x            1.5x
Deficiency of earnings to cover fixed charges............    $ 74,996         $  24,128
BALANCE SHEET DATA (AT END OF PERIOD):
     Total assets........................................                                       790,970         753,713
     Long-term debt......................................                                       560,977         775,006
     Redeemable preferred stock..........................                                        87,587          --
     Stockholders' deficit/member's deficit..............                                       (44,721)       (177,468)
</TABLE>
 
------------
 (1) Reflects certain significant charges recorded during 1996 as follows:
     $66,700,000 charged to operating loss representing a $58,900,000 charge for
     a reduction in the carrying value of long-lived assets impaired or to be
     disposed and $7,800,000 of facilities relocation and corporate
     restructuring; and $40,843,000 charged to loss before extraordinary charges
     and net loss representing the aforementioned $66,700,000 charged to
     operating loss, less $25,857,000 of income tax benefit relating to the
     aggregate of the above charges.
 (2) Reflects certain significant charges recorded during 1997 as follows:
     $40,878,000 charged to operating profit representing a $33,815,000 charge
     for acquisition related costs and $7,063,000 of facilities relocation and
     corporate restructuring; $27,138,000 charged to loss before extraordinary
     charges representing the aforementioned $40,878,000 charged to operating
     profit, $3,513,000 of loss on sale of businesses, net, less $17,253,000 of
     income tax benefit relating to the aggregate of the above net charges; and
     $30,092,000 charged to net loss representing the aforementioned $27,138,000
     charged to loss before extraordinary charges and a $2,954,000 extraordinary
     charge from the early extinguishment of debt.
 (3) Reflects a significant credit recorded during 1998 as follows: $3,067,000
     credited to income before extraordinary charges and net income representing
     $5,016,000 of gain on sale of businesses less $1,949,000 of related income
     tax provision.
 
                                       12


<PAGE>

<PAGE>
                                  RISK FACTORS
 
     You should carefully consider the risks described below in addition to all
other information provided to you in this prospectus before tendering the
initial notes in the exchange offer, including information included in the
section of this prospectus entitled 'Management's Discussion and Analysis of
Financial Condition and Results of Operations.'
 
WE HAVE SUBSTANTIAL DEBT WHICH MAY ADVERSELY AFFECT US BY LIMITING FUTURE
SOURCES OF FINANCING AND SUBJECTING US TO ADDITIONAL RISKS
 
     We have now and, after the exchange offer will continue to have, a
significant amount of debt. The following chart shows important credit
statistics and is presented as of January 3, 1999, assuming the initial offering
and our credit facility had been completed at that time and that the proceeds
had been applied as described in this prospectus.
<TABLE>
<CAPTION>
                                                                              AT JANUARY 3,
                                                                                  1999
                                                                           -------------------
                                                                             ($ IN MILLIONS)
<S>                                                                        <C>
Total indebtedness....................................................            $786.3
Member's deficit......................................................           ($177.5)
 
<CAPTION>
                                                                           FOR THE YEAR ENDED
                                                                               JANUARY 3,
                                                                                  1999
                                                                           -------------------
<S>                                                                        <C>
Ratio of earnings to fixed charges....................................         1.5x
</TABLE>
 
                            ------------------------
 
     In addition to the above indebtedness, we may borrow up to $60.0 million of
revolving credit loans under our credit facility, without the consent of the
holders of the notes. Except as prohibited by limitations contained in the
credit facility, the indenture and instruments governing our other debt, we may
also incur additional debt. If new debt is added to our current debt levels, the
related risks that we face could increase.
 
     Below are many, but not all, of the consequences resulting from this
significant amount of debt:
 
      we may be unable to obtain additional financing for working capital,
      capital expenditures, acquisitions and general corporate purposes,
 
      a significant portion of our cash flow from operations must be dedicated
      to the repayment of indebtedness, which reduces the amount of cash we have
      available for other purposes,
 
      we may be disadvantaged as compared to our competitors because of the
      significant amount of debt we owe,
 
      our ability to adjust to changing market conditions and our ability to
      withstand competition may be hampered by the amount of debt we owe. It may
      also make us more vulnerable in a volatile market, and
 
      we will be exposed to interest rate fluctuations because most of our
      borrowings under our credit facility are and will continue to be at
      variable rates of interest.
 
WE MAY NOT BE ABLE TO SERVICE OUR DEBT OBLIGATIONS
 
     Our ability to meet payment obligations on our debt depends on our ability
to implement our business strategy successfully. We cannot assure you that we
will be successful in implementing our strategy or in realizing our anticipated
financial results. You should also be aware that our financial and operational
performance depends upon a number of factors, many of which are beyond our
control. These factors include:
 
      the current economic and competitive conditions in the beverage and
      restaurant industries,
 
      any operating difficulties, increased operating costs or pricing pressures
      we may experience,
 
      the passage of legislation or other regulatory developments that affect us
      adversely, and
 
                                       13
 

<PAGE>

<PAGE>
      any delays in implementing any strategic projects we may have.
 
     If we are unable to repay our debt, we may be forced to reduce or delay
expansion, sell some of our assets, obtain additional equity capital or
refinance or restructure our debt. We cannot assure you that our cash flow and
capital resources will be sufficient to repay our existing indebtedness or any
indebtedness we may incur in the future, or that we will be successful in
obtaining alternative financing. You should note that debt under the credit
facility will mature before the maturity of the notes. Please refer to the
sections in this prospectus entitled 'Description of Indebtedness,' 'Description
of the Exchange Notes,' 'Business -- Premium Beverages -- Business Strategy,'
' -- Soft Drink Concentrates -- Business Strategy' and ' -- Franchise Restaurant
System -- Business Strategy.'
 
RESTRICTIONS IMPOSED BY OUR CREDIT FACILITY MAY LIMIT OUR ABILITY TO EXECUTE OUR
BUSINESS STRATEGY AND MAY INCREASE THE RISK OF DEFAULT UNDER OUR DEBT
OBLIGATIONS
 
     Our credit facility contains financial covenants that require us to
maintain specified financial ratios and restrict our ability to:
 
      incur debt,
 
      enter into some fundamental transactions, including mergers and
      consolidations, and
 
      create or permit liens.
 
     If we are unable to generate sufficient cash flow or otherwise obtain the
funds necessary to make required payments of principal and interest under, or
are unable to comply with covenants of, our credit facility or the indenture, we
would be in default under the terms of our credit facility. This would permit
the lenders under the credit facility to accelerate the maturity of the balance
owing under our credit facility. If these circumstances were to occur, the
subordination provisions of the exchange notes would require the lenders under
our credit facility to receive payment in full before the holders of exchange
notes receive any payment of principal of, premium, if any, and interest on the
exchange notes. Please refer to the sections in this prospectus entitled
'Description of Indebtedness -- Credit Facility' and 'Description of the
Exchange Notes -- Ranking.'
 
THE EXCHANGE NOTES ARE JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF OTHER
CREDITORS WHO WOULD BE ENTITLED TO PAYMENT BEFORE YOU WHICH INCREASES THE RISK
OF A DEFAULT UNDER THE EXCHANGE NOTES
 
Senior Debt
 
     Your right to receive payment of principal of, premium, if any, and
interest on, and any other amounts owing in respect of, the exchange notes will
be junior to the prior payment in full of all of existing and future senior
indebtedness of the issuers and the guarantors, including all debt under our
credit facility. At January 3, 1999, assuming the offering of the initial notes
and our credit facility had been completed at that time, the issuers and the
guarantors would have had approximately $486.3 million of combined senior
indebtedness outstanding, and approximately $44.8 million would have been
available for borrowing under our credit facility. The terms of our credit
facility and the indenture permit us to incur additional indebtedness, including
senior indebtedness. You should refer to the section of this prospectus entitled
'Description of the Exchange Notes -- Ranking.' If we were to undergo a
liquidation, dissolution, reorganization or any similar proceeding, our assets
and the assets of our subsidiaries would be available to pay obligations in
respect of the exchange notes only after all senior indebtedness has been paid
in full, and there may not be sufficient assets to pay amounts due on all or any
of the exchange notes.
 
     In addition, we cannot make any cash payments to you if we have failed to
make payments to holders of senior indebtedness. In addition, with some
exceptions, we cannot make any payments to you for a period of up to 179 days if
we have otherwise defaulted on our senior indebtedness covenants.
 
                                       14
 

<PAGE>

<PAGE>
Secured Debt
 
     The exchange notes and guarantees will effectively rank junior to all
secured debt of the issuers and the guarantors. Our credit facility is secured
by substantially all of our assets, and the terms of our credit facility and the
indenture permit the issuers and the guarantors to incur additional secured
debt.
 
Subsidiary Liabilities
 
     In addition, the exchange notes will effectively rank junior to all
existing and future liabilities of our subsidiaries that have not co-issued or
guaranteed the notes, including trade payables and guarantees. At January 3,
1999, those subsidiaries had approximately $3.7 million of outstanding
liabilities.
 
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS FROM OUR SUBSIDIARIES COULD
AFFECT OUR ABILITY TO REPAY YOU
 
     Because we are a holding company with no direct operations and no
significant assets other than the stock of our subsidiaries, we will be
dependent on the cash flows of our subsidiaries to meet our obligations,
including the payment of principal and interest on the exchange notes.
Restrictions on dividends and other distributions from our subsidiaries could
limit amounts payable to us for payment to you. You should be aware of the
following:
 
      Our credit facility prohibits the payment of dividends to us by our
      subsidiaries except to pay interest on the initial notes and the exchange
      notes,
 
      Additional indebtedness incurred by our subsidiaries may restrict the
      ability of our subsidiaries to pay dividends or make other similar
      payments to us and,
 
      Under applicable state law, our subsidiaries may be limited in amounts
      that they are permitted to pay as dividends on their capital stock.
 
OUR FRANCHISED RESTAURANT BUSINESS COULD BE DISTRIBUTED TO OUR PARENT WHICH
WOULD REDUCE OUR INCOME GENERATING ASSETS
 
     Under the terms of the indenture, we are permitted to pay a dividend of the
capital stock of our subsidiaries that conduct our franchised restaurant
business to Triarc Parent, and guarantees of the exchange notes by these
subsidiaries will be released if the specific conditions described under the
section in this prospectus entitled 'Description of the Exchange
Notes -- Covenants -- Limitation on Restricted Payments' are met. Because these
subsidiaries comprised approximately 31% of our EBITDA for 1998, the payment of
this dividend and the release of the guarantees would limit cash flow and assets
available to us to make payments of principal and interest on the exchange
notes.
 
OUR SUBSIDIARIES MAY NOT REMAIN WHOLLY OWNED WHICH MEANS THAT WE MAY NOT ALWAYS
BE ENTITLED TO 100% OF THEIR CASH FLOW
 
     Although we currently own all the outstanding common stock of our
subsidiaries, we may not wholly own all of our subsidiaries in the future. If
this were to occur, we would not be entitled to receive all of the cash flow of
those subsidiaries, but only an amount that is proportionate to our ownership
interest. For example, our subsidiary Triarc Beverage Holdings has issued
options for the purchase of up to approximately 15% of its common stock, some of
which may become exercisable beginning July 1, 1999.
 
WE MAY NOT BE ABLE TO CONTINUE TO IMPROVE SNAPPLE'S OPERATIONS WHICH MAY
ADVERSELY AFFECT OUR FINANCIAL CONDITION BECAUSE OF THE IMPORTANCE OF SNAPPLE TO
OUR SUCCESS
 
     Part of our success depends on Snapple's financial performance, which has
improved since we acquired Snapple from The Quaker Oats Company in May 1997.
Although we believe that we have identified the primary factors for Snapple's
deteriorating results under Quaker Oats' ownership, our
 
                                       15
 

<PAGE>

<PAGE>
belief as to these factors may be wrong and we cannot assure you that our
efforts to address these factors will continue to be successful.
 
WE MAY NOT BE ABLE TO DEVELOP SUCCESSFUL NEW BEVERAGE PRODUCTS WHICH ARE
IMPORTANT TO OUR GROWTH
 
     Part of our strategy is to increase our sales through the development of
new beverage products. We cannot assure you that we will be able to develop,
market and distribute future beverage products that will enjoy market
acceptance. The failure to develop new beverage products that gain market
acceptance could have an adverse impact on our growth and materially adversely
affect our financial condition.
 
ARBY'S DEPENDENCE ON RESTAURANT REVENUES AND OPENINGS MEANS IT CAN BE ADVERSELY
AFFECTED BY MATTERS NOT IN ITS CONTROL
 
     Because Arby's principal source of revenues are royalty fees received from
its franchisees, Arby's future revenues will be highly dependent on the gross
revenues of Arby's franchisees and the number of Arby's restaurants that its
franchisees operate.
 
The Current Level of Gross Revenues of Arby's Restaurants May Not Continue
 
     We cannot assure you that the level of gross revenues of Arby's
franchisees, upon which our royalty fees are dependent, will continue.
Competition among national brand franchisors and smaller chains in the
restaurant industry to grow their franchise systems is intense. Arby's
franchisees are generally in competition for customers with franchisees of other
national and regional fast food chains and locally owned restaurants.
 
The Number of New Arby's Restaurants Opening Is Beyond Our Control
 
     Numerous factors beyond our control affect restaurant openings. These
factors include the ability of a potential restaurant owner to obtain financing,
locate an appropriate site for a restaurant and obtain all necessary state and
local construction, occupancy or other permits and approvals. Although as of
January 3, 1999 franchisees have signed commitments to open approximately 1,011
Arby's restaurants and have made or are required to make non-refundable deposits
of $10,000 per restaurant, we cannot assure you that these commitments will
result in open restaurants.
 
ARBY'S DEPENDENCE ON RTM, INC. AND OTHER SIGNIFICANT FRANCHISEES MAY ADVERSELY
AFFECT ARBY'S FRANCHISE ROYALTIES
 
     During 1998, Arby's received approximately 27% of its royalties from RTM,
Inc. and its affiliates, which are franchisees of over 700 Arby's restaurants,
and received approximately 5% of its royalties from each of two other
franchisees. Arby's franchise royalties would suffer if any of these franchisees
experienced significant declines in their businesses.
 
WE REMAIN CONTINGENTLY LIABLE ON OBLIGATIONS OF RTM, INC. WHICH SUBJECTS US TO
ADDITIONAL LIABILITIES
 
     While RTM, Inc. has assumed most lease obligations and indebtedness in
connection with the restaurants that it acquired from Arby's, we remain
contingently liable if RTM fails to make payment on those leases and a portion
of that indebtedness. If this occurs, we would have to make payments on these
leases and indebtedness, which would decrease our cash flow and adversely affect
our ability to repay the exchange notes. Please refer to Notes 3, 6 and 16 to
our Combined Financial Statements appearing elsewhere in this prospectus.
 
                                       16
 

<PAGE>

<PAGE>
ROYAL CROWN'S RELIANCE ON COTT CORPORATION AND OTHER CUSTOMERS AND BOTTLERS MAY
ADVERSELY AFFECT ROYAL CROWN'S REVENUES
 
Private Label Sales
 
     Royal Crown relies to a significant extent upon sales of beverage
concentrates to Cott Corporation under a concentrate supply agreement signed in
1994. Royal Crown's revenues from sales to Cott were approximately 12.6% in
1996, 15.8% in 1997 and 17.2% in 1998. If Cott's business declines, or if Royal
Crown's supply agreement with Cott is terminated, we might have difficulty
replacing these sales. As a result, Royal Crown's sales could be adversely
affected. Please refer to the section of this prospectus entitled
'Business -- Soft Drink Concentrates -- Private Label.'
 
Bottlers
 
     Royal Crown relies upon its relationships with key bottlers. For example:
 
      RC Chicago Bottling Group accounted for approximately 23% of Royal Crown's
      domestic revenues from concentrate for branded products during 1998,
 
      American Bottling Company accounted for approximately 18% of Royal Crown's
      domestic revenues from concentrate for branded products during 1998, and
 
      Royal Crown's ten largest bottler groups accounted in the aggregate for
      approximately 79% of Royal Crown's domestic revenues from concentrate for
      branded products during 1998.
 
Royal Crown's sales would decline from their present levels if any of these
major bottlers stopped selling RC Cola brand products unless and until Royal
Crown established a comparable relationship with one or more new bottlers. We
cannot assure you that new bottlers would provide Royal Crown with the level of
sales that these bottlers have. Please refer to the section of this prospectus
entitled 'Business -- Soft Drink Concentrates -- Royal Crown's Bottler Network.'
 
OUR BUSINESS DEPENDS ON A LIMITED NUMBER OF KEY PERSONNEL, THE LOSS OF WHOM
COULD ADVERSELY AFFECT US BECAUSE THEY ARE NOT EASILY REPLACEABLE
 
     Nelson Peltz, our Chairman and Chief Executive Officer, Peter May, our
President and Chief Operating Officer, and other of our senior executives are
important to our success. If Mr. Peltz, Mr. May, or other members of our senior
management team become unable or unwilling to continue in their present
positions, our business and financial results could be materially adversely
affected.
 
SOME STOCKHOLDERS OF TRIARC PARENT CAN EXERT INDIRECT CONTROL OF US AND HAVE THE
POWER TO CAUSE OR PREVENT A CHANGE OF CONTROL THAT MIGHT OTHERWISE BE BENEFICIAL
TO YOU
 
     We are a wholly owned subsidiary of Triarc Parent. As of May 1, 1999,
Messrs. Peltz and May and their affiliates beneficially owned approximately
37.6% of Triarc Parent's voting common stock. Accordingly, Messrs. Peltz and May
are able to control the boards of directors of Triarc Parent, us and our
subsidiaries and may be able to determine the outcome of those corporate actions
requiring Triarc Parent stockholder approval, including mergers, consolidations
and the sale of all or substantially all of our assets. In addition, Messrs.
Peltz and May may also have the power to prevent or cause a change of control of
Triarc Consumer Products Group.
 
     In addition, some decisions concerning our operation or financial structure
may present conflicts of interest between Triarc Parent and the holders of the
exchange notes. Triarc Parent may also have an interest in pursuing transactions
that, in its judgment, enhance the value of their equity investment, even though
the transactions they could take may involve risks to the holders of the
exchange notes.
 
                                       17
 

<PAGE>

<PAGE>
COMPETITION FROM OTHER BEVERAGE AND RESTAURANT COMPANIES THAT HAVE GREATER
RESOURCES THAN US COULD ADVERSELY AFFECT US
 
     The premium beverage, carbonated soft drink and restaurant industries are
highly competitive. Many of our competitors have substantially greater
financial, marketing, personnel and other resources than we do. Please refer to
the section of this prospectus entitled 'Business -- Competition.'
 
OUR FINANCIAL INFORMATION MAY HAVE LIMITED RELEVANCE TO YOU
 
     The financial information that is included in this prospectus does not
reflect what our actual results of operations, financial position and cash flows
would have been had we existed in our current form during the periods presented,
nor is it necessarily indicative of our results of operations, financial
position and cash flows in the future. Please refer to the sections in this
prospectus entitled 'Unaudited Pro Forma Condensed Combined Financial
Statements' and 'Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Presentation of Financial Information.'
 
SOME FAILURES TO ADDRESS THE YEAR 2000 PROBLEM MAY CAUSE DISRUPTIONS IN THE
OPERATION OF OUR NETWORKS AND OUR BUSINESS
 
     Many computer systems and software products will not function properly in
the year 2000 and beyond due to the year 2000 problem, a once-common programming
standard that represents years using two digits. It is possible that our
currently installed computer systems, software products or other information
technology systems, including imbedded technology, or those of our suppliers,
contractors, or major systems developers working either alone or in conjunction
with other software or systems, will not properly function in the year 2000
because of the year 2000 problem. If we or our customers, suppliers,
contractors, and major systems developers are unable to address their year 2000
issues in a timely manner, a material adverse effect on our results of
operations and financial condition could result. We are currently working to
evaluate and resolve the potential impact of the year 2000 on our processing of
date-sensitive information and network systems.
 
     We cannot assure you that the year 2000 problem will only have a minimal
cost impact or that other companies will convert their systems on a timely basis
and that their failure will not have an adverse effect on our systems. Please
refer to the section of this prospectus entitled 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Year 2000.'
 
WE MAY BE UNABLE TO PURCHASE THE EXCHANGE NOTES UPON A CHANGE OF CONTROL
 
     Upon a change of control event, we will be required to make an offer to
purchase the exchange notes at a price in cash equal to 101% of their aggregate
principal amount plus accrued and unpaid interest, if any. However, we may be
unable to purchase the exchange notes because of the following covenants and
cross-default provisions in other debt agreements:
 
      Our credit facility generally prohibits us from repurchasing any exchange
      notes and also considers change of control events to be an event of
      default under the credit facility which entitles the lenders to demand
      payment in full before any repurchase of the exchange notes. Any future
      senior indebtedness of ours may contain similar provisions,
 
      The exercise by the holders of exchange notes of their right to require us
      to repurchase the exchange notes could cause a default under our senior
      debt agreements, even if the change of control itself does not, due to the
      financial effect of a repurchase of the exchange notes on us,
 
      If there is an event of default under any senior indebtedness, the
      subordination provisions in the indenture would restrict payments to the
      holders of the exchange notes, and
 
      If we do not repay or refinance the borrowings having these provisions or
      otherwise obtain consent to purchase the exchange notes under these
      agreements, any resulting failure to offer to purchase or to purchase
      exchange notes would constitute an event of default under the indenture.
 
                                       18
 

<PAGE>

<PAGE>
     In addition, we may not have the financial resources needed to repurchase
the exchange notes if so required upon a change of control. Please refer to the
sections in this prospectus entitled 'Description of the Exchange
Notes -- Covenants -- Repurchase of Notes Upon a Change of Control,'
' -- Ranking' and 'Description of Indebtedness -- Credit Facility.'
 
A COURT COULD DECLARE THE EXCHANGE NOTES JUNIOR IN RIGHT OF PAYMENT OR TAKE
OTHER ACTIONS UNDER FRAUDULENT TRANSFER STATUTES THAT ARE DETRIMENTAL TO YOU
 
     Under federal or state fraudulent transfer laws, an unpaid creditor or
representative of creditors, including a trustee in bankruptcy, could file a
lawsuit claiming that the issuance of the exchange notes constituted a
fraudulent conveyance. If a court were to find that there has been a fraudulent
conveyance, it could:
 
      avoid all or a portion of our obligations to you,
 
      subordinate our obligations to you to our other existing and future
      indebtedness, entitling other creditors to be paid in full before any
      payment is made on the exchange notes, and
 
      take other action detrimental to you, including, in some circumstances,
      invalidating the exchange notes.
 
If a court were to take any of those actions, we cannot assure you that you
would ever be repaid.
 
YOU MAY FIND IT DIFFICULT TO SELL YOUR EXCHANGE NOTES BECAUSE NO PUBLIC TRADING
MARKET FOR THE EXCHANGE NOTES EXISTS
 
     The exchange notes will be registered under the Securities Act but will not
be eligible for trading on the Private Offerings, Resales and Trading through
Automated Linkages Market. The exchange notes will constitute a new issue of
securities with no established trading market. We cannot assure you as to:
 
      the development of any market for the exchange notes,
 
      the liquidity of any market for the exchange notes that may develop,
 
      your ability to sell your exchange notes, or
 
      the price at which you would be able to sell your exchange notes.
 
     The initial notes are designated for trading among qualified institutional
investors in the market. We have been advised by the initial purchasers of the
initial notes that they presently intend to make a market in the exchange notes.
However, they are not obligated to do so and may discontinue any market-making
activity with respect to the exchange notes at any time without notice. If a
market for the exchange notes were to exist, the exchange notes could trade at
prices that may be higher or lower than their principal amount or purchase
price, depending on many factors, including prevailing interest rates, the
market for similar debentures and our financial performance. Historically, the
market for non-investment grade debt has experienced disruptions that have
caused substantial volatility in the prices of securities similar to the
exchange notes. We cannot assure you that the market for the exchange notes, if
any, will not experience similar disruptions. Any disruptions that do occur may
adversely affect you as a holder of the exchange notes.
 
THE ISSUANCE OF THE EXCHANGE NOTES MAY ADVERSELY AFFECT THE MARKET FOR THE
INITIAL NOTES
 
     Following commencement of the exchange offer, you may continue to trade the
initial notes in the Private Offerings, Resales and Trading through Automated
Linkages market. If initial notes are tendered for exchange and accepted in the
exchange offer, the trading market for the untendered and tendered but
unaccepted initial notes could be adversely affected. Please refer to the
section in this prospectus entitled 'The Exchange Offer -- Your Failure to
Participate in the Exchange Offer Will Have Adverse Consequences.'
 
                                       19
 

<PAGE>

<PAGE>
YOUR FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE CONSEQUENCES
 
     The initial notes were not registered under the Securities Act or under the
securities laws of any state and you may not resell them, offer them for resale
or otherwise transfer them unless they are subsequently registered or resold
under an exemption from the registration requirements of the Securities Act and
applicable state securities laws. If you do not exchange your initial notes for
exchange notes in the exchange offer or if you do not properly tender your
initial notes in the exchange offer, you will not be able to resell, offer to
resell or otherwise transfer the initial notes unless they are registered under
the Securities Act or unless you resell them, offer to resell or otherwise
transfer them under an exemption from the registration requirements of, or in a
transaction not governed by, the Securities Act. In addition, you will no longer
be able to obligate us to register the initial notes under the Securities Act,
except in the limited circumstances provided under our registration rights
agreement.
 
SOME PERSONS WHO PARTICIPATE IN THE EXCHANGE OFFER MUST DELIVER A PROSPECTUS IN
CONNECTION WITH RESALES OF THE EXCHANGE NOTES AND COULD INCUR LIABILITIES AS A
RESULT
 
     Based on no-action letters issued by the staff of the Securities and
Exchange Commission, we believe that you may offer for resale, resell or
otherwise transfer the exchange notes without compliance with the registration
and prospectus delivery requirements of the Securities Act. However, in some
instances described in this prospectus under 'The Exchange Offer,' you remain
obligated to comply with the registration and prospectus delivery requirements
of the Securities Act to transfer your exchange notes. In these cases, if you
transfer any exchange note without delivering a prospectus meeting the
requirements of the Securities Act or without an exemption from registration of
your exchange notes under the Securities Act, you may incur liability under the
Securities Act. We do not and will not assume or indemnify you against any
liability which may result.
 
RISKS RELATING TO FORWARD-LOOKING STATEMENTS
 
     Some of the statements we have made in this prospectus under the sections
entitled 'Summary,' 'Risk Factors,' 'Management's Discussion and Analysis of
Financial Condition and Results of Operations' and 'Business' are
forward-looking. They include statements about our expectations, beliefs, plans,
objectives, assumptions or future events or performance. These forward-looking
statements are based on our expectations and are susceptible to a number of
risks and uncertainties. Some of these risks and uncertainties are beyond our
control. Our actual results may differ materially from those suggested by these
forward-looking statements for various reasons, including those discussed under
'Management's Discussion and Analysis of Financial Condition and Results of
Operations,' and 'Business.' Some of the key factors that have a direct bearing
on our results of operations are:
 
      competition, including product and pricing pressures; success of operating
      initiatives; and changes in business strategy or development plans;
 
      our ability to attract and retain customers; and the performance by
      material customers of their obligations under their purchase agreements;
 
      development and operating costs; and availability and cost of raw
      materials and supplies;
 
      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; and changing trends in
      customer tastes;
 
      the success of multi-branding; availability, location and terms of sites
      of restaurant development by franchisees; and the ability of franchisees
      to open new restaurants as provided in their development commitments;
 
      quality of management; business abilities and judgment of personnel;
      availability of qualified personnel; and labor and employee benefit costs;
 
      availability, terms and deployment of capital; general economic, business
      and political conditions in the countries and territories where we
      operate, including the ability to form successful strategic business
      alliances with local participants; and the impact of general economic
      conditions on consumer spending and other risks and uncertainties
      affecting us and our competitors; and
 
                                       20
 

<PAGE>

<PAGE>
      changes in, or failure to comply with, government regulations, including
      accounting standards, environmental laws and taxation requirements; and
      the costs, uncertainties and other effects of legal and administrative
      proceedings.
 
     Because of the preceding and other factors, we cannot give any assurance as
to future results, levels of activity and achievements. Neither we nor any other
person assumes responsibility for the accuracy and completeness of these
forward-looking statements. Any forward-looking statements in this prospectus
speak solely as of the date on which those statements are made. We undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which those statements were made or to reflect
the occurrence of unanticipated events.
 
                                       21
 

<PAGE>

<PAGE>
                                USE OF PROCEEDS
 
     We will not receive any cash proceeds from the issuance of the exchange
notes in exchange for the outstanding initial notes. We are making this exchange
offer solely to satisfy obligations under our registration rights agreement. In
return for issuing the exchange notes, we will receive initial notes in like
aggregate principal amount.
 
     The proceeds to us from the offering of the initial notes together with the
proceeds from our credit facility have been used to:
 
      pay the outstanding principal amount ($275.0 million), applicable premium
      (approximately $7.7 million) and accrued interest (approximately $4.4
      million) on the 9 3/4% RC/Arby's senior secured notes due 2000,
 
      pay the outstanding principal amount ($284.3 million) and the accrued
      interest ($1.5 million) on borrowings under our premium beverage
      companies' outstanding credit facility,
 
      fund the acquisition of Millrose Distributors, Inc. (approximately $17.3
      million),
 
      pay fees and expenses related to the offering of initial notes and the
      above transactions (approximately $28.0 million), and
 
      pay dividends and other distributions to Triarc Parent of the remaining
      net proceeds plus all of our cash and cash equivalents in excess of $2.0
      million.
 
                                       22


<PAGE>

<PAGE>
                                 CAPITALIZATION
 
     The following table, in the 'Actual' column, presents our actual combined
capitalization as of January 3, 1999. The 'As Adjusted for the Transactions'
column presents our combined capitalization as of January 3, 1999 assuming the
offering of the initial 10 1/4% notes, the new credit facility, the related use
of proceeds and the contribution by Triarc Parent to us of (1) the redeemable
preferred stock of Triarc Beverage Holdings and (2) the 49% interests in two
restaurant subsidiaries that were already 51%-owned by us had already occurred.
The adjustments are described in the notes to the unaudited combined pro forma
balance sheet included elsewhere in this prospectus. You should read this
capitalization table together with the historical combined financial statements
and the pro forma combined financial statements and related notes appearing
elsewhere in this prospectus.
 
<TABLE>
<CAPTION>
                                                                                                        AS ADJUSTED
                                                                                                          FOR THE
                                                                                              ACTUAL    TRANSACTIONS
                                                                                              ------    ------------
                                                                                                  (IN MILLIONS)
<S>                                                                                           <C>       <C>
Current portion of long-term debt..........................................................   $  9.6      $   11.3
                                                                                              ------    ------------
Long-term debt:
     Term loans............................................................................    279.4        --
     Term loans under new credit facility..................................................     --           468.4(a)
     9 3/4% senior secured notes...........................................................    275.0        --
     10 1/4% senior subordinated notes due 2009............................................     --           300.0(b)
     Other.................................................................................      6.6           6.6
                                                                                              ------    ------------
          Total long-term debt.............................................................    561.0         775.0
                                                                                              ------    ------------
Redeemable preferred stock.................................................................     87.6        --
Stockholders' deficit/member's deficit.....................................................    (44.7)       (177.5)
                                                                                              ------    ------------
          Total capitalization.............................................................   $613.5      $  608.8
                                                                                              ------    ------------
                                                                                              ------    ------------
</TABLE>
 
------------
 
 (a) Does not include current portion of $6.6 million.
 
 (b) Includes $20.0 million issued to our affiliates. We have been advised by
     these affiliates that they no longer hold any of the 10 1/4% notes.
 
                                       23


<PAGE>

<PAGE>
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
 
     The following unaudited pro forma (i) condensed combined balance sheet as
of January 3, 1999 and (ii) condensed combined statement of operations for the
year ended January 3, 1999 have been prepared by adjusting these financial
statements, as derived and condensed, as applicable, from the combined financial
statements beginning on page F-2 in this prospectus. For further information
about the preparation of these combined financial statements, please refer to
Note 1 to these combined financial statements on page F-8. The adjustments to
the condensed combined balance sheet as of January 3, 1999 assume the offering
of initial 10 1/4% notes, the new credit facility, the related use of proceeds
and the contribution by Triarc Parent to us of (1) the redeemable preferred
stock of Triarc Beverage Holdings and (2) the 49% interests in two restaurant
subsidiaries that were already 51%-owned by us had occurred on January 3, 1999.
The adjustments to the condensed combined statement of operations for the year
ended January 3, 1999 assume the offering of initial 10 1/4% notes, the new
credit facility and the related use of proceeds had occurred on December 29,
1997. These pro forma adjustments are described in the accompanying notes to the
pro forma condensed combined balance sheet and statement of operations which you
should read together with these statements. In addition, you should refer to the
section of this prospectus entitled 'Use of Proceeds' and the combined financial
statements and management's discussion and analysis of financial condition and
results of operations appearing elsewhere in this prospectus.
 
     The balance sheet and statement of operations information of Millrose
Distributors, Inc. and Mid-State Beverage, Inc., which we will refer to
collectively as Millrose, included in the unaudited pro forma condensed combined
balance sheet and the unaudited pro forma condensed combined statement of
operations have been derived from unaudited financial statements of Millrose.
See 'Summary -- Use of Proceeds.'
 
     The unaudited pro forma condensed combined financial statements may not be
indicative of our actual financial position or results of operations had these
transactions, as applicable, actually been completed on January 3, 1999 or
December 29, 1997 or of our future financial position or results of operations.
 
                                       24
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                JANUARY 3, 1999
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                              ADJUSTMENTS FOR
                                                                                           THE OFFERING, THE NEW
                                                                                          CREDIT FACILITY, USE OF
                                                                                 AS        PROCEEDS AND RELATED
                                                                              REPORTED         TRANSACTIONS             PRO FORMA
                                                                              --------    -----------------------       ---------
<S>                                                                           <C>         <C>                           <C>
                                  ASSETS
Current assets:
    Cash and cash equivalents..............................................   $ 72,792           $ 747,000(a)           $  2,000
                                                                                                  (573,024)(b)
                                                                                                   (17,250)(c)
                                                                                                    (7,662)(d)
                                                                                                  (219,856)(e)
    Receivables............................................................     66,690               2,895(c)             69,513
                                                                                                       (72)(f)
    Inventories............................................................     46,761               1,538(c)             47,805
                                                                                                      (494)(g)
    Deferred income tax benefit............................................     18,934           --                       18,934
    Prepaid expenses and other current assets..............................      7,258                  75(c)              7,333
                                                                              --------         -----------              ---------
         Total current assets..............................................    212,435             (66,850)              145,585
Properties.................................................................     25,320               1,522(c)             26,842
Unamortized costs in excess of net assets of acquired companies............    268,215              11,851(c)            280,066
Trademarks.................................................................    261,906           --                      261,906
Deferred costs and other assets............................................     23,094              28,000(a)             39,314
                                                                                                         1(c)
                                                                                                   (11,781)(d)
                                                                              --------         -----------              ---------
                                                                              $790,970           $ (37,257)             $753,713
                                                                              --------         -----------              ---------
                                                                              --------         -----------              ---------
          LIABILITIES AND STOCKHOLDERS' DEFICIT/MEMBER'S DEFICIT
Current liabilities:
    Current portion of long-term debt......................................   $  9,678           $   6,550(a)           $ 11,316
                                                                                                    (4,912)(b)
    Accounts payable.......................................................     36,993                 337(c)             37,258
                                                                                                       (72)(f)
    Accrued expenses.......................................................     81,448             (13,691)(b)            68,042
                                                                                                       285(c)
    Due to affiliates......................................................     29,082              (2,123)(e)            19,231
                                                                                                    (7,728)(h)
                                                                              --------         -----------              ---------
 
         Total current liabilities.........................................    157,201             (21,354)              135,847
Long-term debt.............................................................    560,977             748,450(a)            755,006
                                                                                                  (554,421)(b)
Long-term debt due to affiliates...........................................      --                 20,000(a)             20,000
Deferred income taxes......................................................      9,173              (7,136)(d)             2,037
Deferred income and other liabilities......................................     20,753                  10(c)             18,291
                                                                                                    (2,472)(h)
Redeemable preferred stock.................................................     87,587             (87,587)(i)             --
Stockholders' equity (deficit)/member's deficit:
    Common stock...........................................................        852                (852)(j)             --
    Additional paid-in capital.............................................    112,077            (217,733)(e)             --
                                                                                                    87,587(i)
                                                                                                    10,200(h)
                                                                                                     7,869(j)
    Accumulated deficit....................................................   (157,392)            (12,307)(d)             --
                                                                                                      (494)(g)
                                                                                                   170,193(j)
    Other..................................................................       (258)                258(j)              --
    Member's deficit.......................................................      --               (177,468)(j)          (177,468)
                                                                              --------         -----------              ---------
         Total stockholders' deficit/member's deficit......................    (44,721)           (132,747)             (177,468)
                                                                              --------         -----------              ---------
                                                                              $790,970           $ (37,257)             $753,713
                                                                              --------         -----------              ---------
                                                                              --------         -----------              ---------
</TABLE>
 
                                       25
 

<PAGE>

<PAGE>
         NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
 
 (a) To reflect aggregate net proceeds of $747,000,000 from the issuance of the
     initial 10 1/4% notes ($300,000,000, including $20,000,000 to our
     affiliates) and borrowings of the term loans under the New Credit Facility
     ($475,000,000, including current portion of $6,550,000), less the payment
     of estimated deferred financing costs ($28,000,000).
 
 (b) To reflect aggregate debt repayments and related accrued interest of
     $573,024,000 consisting of (1) the repayment of amounts due under the
     previously existing beverage credit agreement consisting of principal of
     $284,333,000 (including current portion of $4,912,000) and accrued interest
     of $2,231,000 and (2) the early extinguishment of the RC/Arby's 9 3/4%
     senior notes consisting of principal of $275,000,000 and accrued interest
     of $11,460,000.
 
 (c) To reflect the acquisition of Millrose for a purchase price of $17,250,000
     based on the purchase method of accounting and to reflect, on a preliminary
     basis subject to finalization, the excess of the $17,250,000 purchase price
     over the acquired net assets of Millrose as 'Unamortized costs in excess of
     net assets of acquired companies' ('Goodwill').
 
 (d) To reflect (1) the payment of the $7,662,000 redemption premium on the
     RC/Arby's 9 3/4% senior notes, (2) the write-off of $11,622,000 of
     previously unamortized deferred financing costs relating to the refinanced
     debt, (3) the write-off of $159,000 of previously unamortized interest rate
     cap agreement costs and (4) the $7,136,000 of related income tax benefit.
 
 (e) To reflect (1) the repayment of approximately $2,123,000 of amounts due to
     Triarc Parent and (2) a $217,733,000 dividend to Triarc Parent consisting
     of $146,941,000 of remaining net proceeds from the aforementioned
     borrowings plus $70,792,000 of existing cash and cash equivalents in excess
     of $2,000,000 retained by us for working capital purposes.
 
 (f) To reflect the elimination of balances between us ('Receivables') and
     Millrose ('Accounts payable').
 
 (g) To reflect an adjustment to reduce inventories for the profit in
     inventories from sales by us to Millrose.
 
 (h) To reflect the capital contributions to us by Triarc Parent of (1)
     $2,472,000 representing each of its 49% interests in two of our restaurant
     subsidiaries, Arby's Restaurant Holding Company and Arby's Restaurant
     Operations Company, through the merger of these subsidiaries with us and
     (2) $7,728,000 of amounts owed to Triarc Parent by Arby's Restaurant
     Holdings Company.
 
 (i) To reflect the capital contribution to us by Triarc Parent of the
     redeemable preferred stock of Triarc Beverage Holdings.
 
 (j) To reflect the reclassification of 'Stockholders' equity (deficit)'
     accounts to 'Member's deficit' as a result of our recapitalization as a
     limited liability company.
 
                                       26


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED JANUARY 3, 1999
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                     ADJUSTMENTS
                                                                                  FOR THE OFFERING,
                                                                                   THE NEW CREDIT
                                                                                      FACILITY,
                                                                                   USE OF PROCEEDS
                                                                         AS          AND RELATED
                                                                      REPORTED       TRANSACTION          PRO FORMA
                                                                      --------    -----------------       ---------
<S>                                                                   <C>         <C>                     <C>
Revenues:
     Net sales.....................................................   $735,436        $  38,565(a)        $747,989
                                                                                        (26,012)(b)
     Royalties, franchise fees and other revenues..................     79,600         --                   79,600
                                                                      --------    -----------------       ---------
                                                                       815,036           12,553            827,589
                                                                      --------    -----------------       ---------
Cost and expenses:
     Cost of sales, excluding depreciation and amortization........    390,883           30,129(a)         395,262
                                                                                        (25,750)(b)
     Advertising, selling and distribution.........................    197,065            3,619(a)         200,684
     General and administrative....................................     89,088            3,437(a)          91,586
                                                                                           (939)(c)
     Depreciation and amortization, excluding amortization of
       deferred financing costs....................................     32,808              312(a)          33,902
                                                                                            782(d)
                                                                      --------    -----------------       ---------
                                                                       709,844           11,590            721,434
                                                                      --------    -----------------       ---------
          Operating profit.........................................    105,192              963            106,155
Interest expense...................................................    (60,235)            (116)(a)        (78,436)
                                                                                        (18,085)(e)
Gain on sale of businesses, net....................................      5,016         --                    5,016
Other income, net..................................................      5,298              (32)(a)          5,266
                                                                      --------    -----------------       ---------
          Income before income taxes and extraordinary charges.....     55,271          (17,270)            38,001
Provision for income taxes.........................................    (25,284)              69(a)         (19,523)
                                                                                          5,692(f)
                                                                      --------    -----------------       ---------
          Income before extraordinary charges......................   $ 29,987        $ (11,509)          $ 18,478
                                                                      --------    -----------------       ---------
                                                                      --------    -----------------       ---------
</TABLE>
 
                                       27


<PAGE>

<PAGE>
                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                            STATEMENT OF OPERATIONS
 
 (a) To reflect the results of operations of Millrose.
 
 (b) To reflect the elimination of sales and cost of sales between us and
     Millrose.
 
 (c) Represents a reduction of 'General and administrative' expenses to reflect
     the estimated effect of (1) the terminations of two employees and (2) the
     reductions in salaries of three employees of Millrose (if these employees
     choose to remain with us after the acquisition of Millrose). These
     terminations and reductions are in accordance with a signed agreement
     between such employees and us.
 
 (d) Represents an adjustment to 'Depreciation and amortization, excluding
     amortization of deferred financing costs' as follows (in thousands):
 
<TABLE>
<S>                                                  <C>
To record amortization of Goodwill of $11,851
  resulting from the acquisition of Millrose over
  an estimated useful life of 15 years............        $790
To reverse reported amortization of intangibles of
  Millrose before its acquisition.................          (8)
                                                        ------
                                                          $782
                                                        ------
                                                        ------
</TABLE>
 
 (e) Represents adjustments to 'Interest expense' as follows (in thousands):
 
<TABLE>
<S>                                                  <C>
To record interest expense on the initial 10 1/4%
  notes...........................................      $(30,750)
To record interest expense at a weighted average
  assumed interest rate of 8.6% on the assumed
  term loan borrowings initially at $475,000 under
  the $535,000 new credit facility................       (40,563)
To record amortization under the interest rate
  method on the estimated $28,000 of deferred
  financing costs associated with the initial
  10 1/4% notes and the new credit facility.......        (3,691)
To reverse reported interest expense on the
  RC/Arby's 9 3/4% senior notes and the term loans
  under the previously existing beverage credit
  agreement.......................................        52,884
To reverse reported amortization of deferred
  financing costs associated with the RC/Arby's
  9 3/4% senior notes and the previously existing
  beverage credit agreement.......................         4,035
                                                     --------------
                                                        $(18,085)
                                                     --------------
                                                     --------------
</TABLE>
 
    If the assumed weighted average interest rate on the term loan borrowings
    under the new credit facility changed by .125%, the pro forma interest
    expense would change by $591,000.
 
                                       28
 

<PAGE>

<PAGE>
                NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                            STATEMENT OF OPERATIONS
 
 (f) Represents adjustments to 'Provision for income taxes' (in thousands):
 
<TABLE>
<S>                                                  <C>
To reflect the income tax benefit related to the
  interest expense, including amortization of
  deferred financing costs, on the initial 10 1/4%
  notes and the term loans at the weighted average
  incremental Federal and state income tax rate of
  37.1%, based on the allocation of this new debt
  by entity.......................................      $ 27,826
To reverse the income tax benefit related to the
  reported interest expense, including
  amortization of deferred financing costs, at the
  weighted average incremental Federal and state
  income tax rate of 37.6% based on the entities
  to which this interest related..................       (21,412)
To reflect an income tax provision on Millrose's
  pretax income at Millrose's incremental Federal
  and state incremental income tax rate of 40.9%
  and reverse an existing income tax benefit of
  $69. This provision is not reflected in
  Millrose's reported results of operations due to
  its Subchapter S status effective January 1,
  1998............................................          (445)
To reflect the income tax provision on the
  reduction in general and administrative expenses
  in pro forma adjustment (c) and an income tax
  benefit on the net decrease in pretax income
  from the intercompany eliminations in pro forma
  adjustment (b), both at Millrose's incremental
  Federal and state income tax rate of 40.9%......          (277)
                                                     --------------
                                                        $  5,692
                                                     --------------
                                                     --------------
</TABLE>
 
                                       29


<PAGE>

<PAGE>
                        SELECTED COMBINED FINANCIAL DATA
 
     The following table presents our historical selected combined financial
data. The historical combined operating data for the years ended December 31,
1996, December 28, 1997 and January 3, 1999 and the balance sheet data as of
December 28, 1997 and January 3, 1999 are derived from the combined financial
statements audited by Deloitte & Touche LLP, independent auditors, beginning on
page F-2 in this prospectus and should be read with those financial statements
and the related notes. The historical combined financial data as of and for the
year ended December 31, 1994 are derived from the audited consolidated financial
statements of RC/Arby's Corporation contained in its annual report on Form 10-K
for the year ended December 31, 1994 not included in this prospectus. The
historical combined balance sheet data as of December 31, 1995 are derived from
combining the audited consolidated balance sheet of RC/Arby's Corporation
contained in its annual report on Form 10-K for the year ended December 31, 1995
not included in this prospectus and the audited balance sheet of Mistic not
included in this prospectus. The historical combined statement of operations
data for the year ended December 31, 1995 and historical combined balance sheet
data as of December 31, 1996 are derived from our audited combined financial
statements not included in this prospectus.
 
     Also presented are selected adjusted data as of and for the year ended
January 3, 1999 reflecting the offering of the initial 10 1/4% notes, the new
credit facility and the related use of proceeds and, for combined balance sheet
data, the contribution by Triarc Parent to us of (1) the redeemable preferred
stock of Triarc Beverage Holdings and (2) the 49% interests in two restaurant
subsidiaries 51%-owned by us, assuming these transactions had occurred on
December 29, 1997 regarding statement of operations data and on January 3, 1999
regarding balance sheet data. The pro forma combined financial data are derived
from the 'Unaudited Pro Forma Condensed Combined Financial Statements' contained
elsewhere in this prospectus and should be read with those financial statements
and the related notes.
 
     We changed our fiscal year from a calendar year to a year consisting of 52
or 53 weeks ending on the Sunday closest to December 31 effective for the 1997
fiscal year.
 
     The ratio of earnings to fixed charges was computed by dividing (1)
earnings (loss) before income taxes, extraordinary charges and fixed charges,
which consist of interest expense, amortization of deferred financing costs and
one-third of rental expense, which is deemed to be representative of the
interest factor, by (2) fixed charges.
 
<TABLE>
<CAPTION>
                                                                                                             AS ADJUSTED
                                                                                                               FOR THE
                                                                  HISTORICAL                                TRANSACTIONS
                                      ------------------------------------------------------------------    -------------
                                            YEAR ENDED DECEMBER 31,             YEAR ENDED       YEAR ENDED JANUARY 3,
                                      ------------------------------------     DECEMBER 28,    --------------------------
                                        1994          1995          1996         1997(1)         1999           1999
                                      --------      --------      --------     ------------    ---------    -------------
                                                                 (IN THOUSANDS EXCEPT RATIOS)
<S>                                   <C>           <C>           <C>          <C>             <C>          <C>
STATEMENT OF OPERATIONS DATA:
     Revenues......................   $373,905      $487,326      $597,435       $696,152      $ 815,036      $ 827,589
     Operating profit (loss).......     30,074(1)     (1,146)(2)   (25,435)(3)     31,872(4)     105,192        106,155
     Income (loss) before
       extraordinary charges.......     (5,477)(1)   (33,349)(2)   (51,368)(3)    (18,986)(4)     29,987(6)      18,478(6)
     Extraordinary charges.........      --            --            --            (2,954)(4)     --
     Net income (loss).............     (5,477)(1)   (33,349)(2)   (51,368)(3)    (21,940)(4)     29,987(6)
     Cash dividends................      --            --            --            --            (23,556)
     Ratio of earnings to fixed
       charges.....................      --            --            --            --               1.9x           1.5x
     Deficiency of earnings to
       cover fixed charges.........      3,773        45,606        74,996         24,128
BALANCE SHEET DATA (AT END OF
  PERIOD):
     Total assets..................   $346,403      $515,375      $480,592       $853,961      $ 790,970      $ 753,713
     Long-term debt and note
       payable to Triarc Companies,
       Inc.........................    291,349       416,688       347,810        564,114        560,977        775,006
     Redeemable preferred stock....      --            --            --            79,604         87,587        --
     Stockholders' deficit/member's
       deficit.....................    (38,625)      (37,110)      (86,978)       (42,860)(7)    (44,721)      (177,468)
</TABLE>
 
                                                        (footnotes on next page)
 
                                       30
 

<PAGE>

<PAGE>
(footnotes from previous page)
 
(1) Reflects certain significant charges recorded during 1994 as follows:
    $1,172,000 charged to operating profit representing advertising production
    costs that in prior years were deferred; and $1,689,000 charged to loss
    before extraordinary charges and net loss representing the aforementioned
    $1,172,000 charged to operating profit, $1,521,000 of costs of a proposed
    acquisition not consummated, less $1,004,000 of income tax benefit relating
    to the aggregate of the above charges.
 
(2) Reflects certain significant charges recorded during 1995 as follows:
    $15,309,000 charged to operating loss representing a $14,647,000 reduction
    in the carrying value of long-lived assets impaired or to be disposed and
    $662,000 of accelerated vesting of Triarc Parent's restricted stock granted
    to our employees, $11,511,000 charged to loss before extraordinary charges
    and net loss representing the aforementioned $15,309,000 charged to
    operating loss and $1,000,000 of write-off of an equity investment, less
    $5,898,000 of income tax benefit relating to the aggregate of the above
    charges plus a $1,100,000 provision for income tax contingencies.
 
(3) Reflects certain significant charges recorded during 1996 as follows:
    $66,700,000 charged to operating loss representing a $58,900,000 charge for
    a reduction in the carrying value of long-lived assets impaired or to be
    disposed and $7,800,000 of facilities relocation and corporate
    restructuring charges; and $40,843,000 charged to loss before extraordinary
    charges and net loss representing the aforementioned $66,700,000 charged to
    operating loss, less $25,857,000 of income tax benefit relating to the
    aggregate of the above charges.
 
(4) Reflects certain significant charges recorded during 1997 as follows:
    $40,878,000 charged to operating profit representing a $33,815,000 charge
    for acquisition related costs and $7,063,000 of facilities relocation and
    corporate restructuring; $27,138,000 charged to loss before extraordinary
    charges representing the aforementioned $40,878,000 charged to operating
    profit, $3,513,000 of loss on sale of businesses, net, less $17,253,000 of
    income tax benefit relating to the aggregate of the above net charges; and
    $30,092,000 charged to net loss representing the aforementioned $27,138,000
    charged to loss before extraordinary charges and a $2,954,000 extraordinary
    charge from the early extinguishment of debt.
 
(5) Reflects a decrease in stockholders' deficit principally resulting from (1)
    a $29,390,000 capital contribution to us by Triarc Parent and (2) the
    'push-down' of Triarc Parent's $40,847,000 (adjusted to $40,596,000 in 1998)
    acquisition basis in Cable Car to us.
 
(6) Reflects a significant credit recorded during 1998 as follows: $3,067,000
    credited to income before extraordinary charges and net income representing
    $5,016,000 of gain on sale of businesses less $1,949,000 of related income
    tax provision.
 
                                       31


<PAGE>

<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
INTRODUCTION
 
     We are a leading premium beverage company, a restaurant franchisor and a
soft drink concentrate producer. Since 1995 we have acquired the Mistic, Snapple
and Stewart's premium beverage brands and in 1997 we sold all our company-owned
restaurants to an existing franchisee and focused on building the strength of
our beverage and Arby's franchise businesses.
 
     In our premium beverage business we derive revenues from the sale of our
premium beverage products to distributors. All of our premium beverage products
are produced by third-party co-packers that we supply with raw materials and
packaging. We also derive revenues from the distribution of products in two of
our key markets. By acting as our own distributor in key markets we are able to
drive sales and improve focus on current and new products.
 
     In our soft drink concentrate business (Royal Crown) we currently derive
our revenues from the sale of our carbonated soft drink concentrate to bottlers
and private label customers. To a much lesser extent, before 1998 we also
derived revenues from the sale of finished product. Gross margins on concentrate
sales are generally higher than on finished product sales.
 
     In our restaurant franchising business we currently derive all our revenues
from franchise royalties and franchise fees. While over 75% of our existing
royalty agreements and all of our new domestic royalty agreements are for 4% of
franchise revenues, our average rate was 3.2% in 1998. We incur selling, general
and administrative costs but no cost of goods sold in our franchising business.
 
     None of our businesses requires significant capital expenditures because we
own no restaurants or manufacturing facilities, other than a Royal Crown
concentrate manufacturing facility. The amortization of goodwill and trademarks
results in significant non-cash charges.
 
     In recent years our premium beverage business has experienced the following
trends:
 
           Acquisition/consolidation of distributors
 
           The development of proprietary packaging
 
           Increased pressure by competitors to achieve account exclusivity
 
           The increased use of plastic packaging
 
           The proliferation of new products including premium beverages,
           bottled water and beverages enhanced with herbal additives, for
           example, ginseng and echinachea
 
           Increased emphasis by distributors in placing refrigerated coolers
           necessitating increased equipment purchases by these distributors
 
           Increased use of multi-packs and variety packs in certain trade
     channels
 
     In recent years our soft drink concentrate business has experienced the
following trends:
 
           Increased competition in the form of lower prices
 
           Increased pressure by competitors to achieve account exclusivity
 
           Acquisition/consolidation of bottlers
 
           Increased emphasis by bottlers in placing refrigerated coolers
           necessitating increased equipment purchases by such bottlers
 
           Increased use of multi-packs in certain trade channels
 
           Increased market share of private label beverages
 
     In recent years our restaurant business has experienced the following
trends:
 
           Consistent growth of the restaurant industry as a percentage of total
           food-related spending, with the quick service restaurant, or fast
           food segment, in which we operate, being the fastest growing segment
           of the restaurant industry
 
                                       32
 

<PAGE>

<PAGE>
           Increased price competition in the quick service restaurant industry,
           particularly as evidenced by the value menu concept which offers
           comparatively lower prices on some 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
 
           The addition of selected higher-priced premium quality items to
           menus, which appeal more to adult tastes and recover some of the
           margins lost in the discounting of other menu items
 
     Following the sale of all of the 355 company-owned Arby's restaurants on
May 5, 1997 we experience the effects of these trends only to the extent they
affect our franchise fees and royalties.
 
PRESENTATION OF FINANCIAL INFORMATION
 
     This 'Management's Discussion and Analysis of Financial Condition and
Results of Operations' reflects the combined financial position, results of
operations and cash flows of each of RC/Arby's Corporation (the parent of Royal
Crown Company, Inc. and Arby's, Inc.), Triarc Beverage Holdings Corp. ('Triarc
Beverage Holdings' -- the parent of Snapple Beverage Corp. and Mistic Brands,
Inc.) and Cable Car Beverage Corporation and should be read in conjunction with
our accompanying combined financial statements. Triarc Consumer Products Group,
LLC was formed on January 15, 1999 and, on February 23, 1999, acquired
RC/Arby's, Triarc Beverage Holdings and Cable Car and their subsidiaries, which
previously had been held directly or indirectly by Triarc Parent.
 
     Effective January 1, 1997 we changed our fiscal year from a calendar year
to a year consisting of 52 or 53 weeks ending on the Sunday closest to December
31. Our 1997 fiscal year commenced January 1, 1997 and ended on December 28,
1997 and our 1998 fiscal year commenced December 29, 1997 and ended on January
3, 1999. When we refer to '1998' we mean the period from December 29, 1997 to
January 3, 1999; when we refer to '1997' we mean the period from January 1, 1997
through December 28, 1997; and when we refer to '1996' we mean the calendar year
ended December 31, 1996.
 
     During 1998 premium beverages contributed $611.5 million (75%) of our
revenues and $77.8 million (57%) of our EBITDA, soft drink concentrates
contributed $124.9 million (15%) of our revenues and $17.0 million (12%) of our
EBITDA, restaurant franchising contributed $78.6 million (10%) of our revenues
and $43.2 million (31%) of our EBITDA. You should refer to Note 19 to our
accompanying combined financial statements for a reconciliation of consolidated
EBITDA to pre-tax income for 1998. We define EBITDA as operating profit plus
depreciation and amortization, excluding amortization of deferred financing
costs. Since all companies do not calculate EBITDA or similarly titled financial
measures in the same manner, these disclosures may not be comparable with EBITDA
as we define it. EBITDA should not be considered as an alternative to net income
or loss, as an indicator of our operating performance, or as an alternative to
cash flow, as a measure of liquidity or ability to repay our debt, and is not a
measure of performance or financial condition under generally accepted
accounting principles, but provides additional information for evaluating our
ability to meet our obligations. Cash flows in accordance with generally
accepted accounting principles consist of cash flows from (1) operating, (2)
investing and (3) financing activities. Cash flows from operating activities
reflect net income or loss, including charges for interest and income taxes not
reflected in EBITDA, adjusted for (1) all non-cash charges or credits including,
but not limited to, depreciation and amortization, and (2) changes in operating
assets and liabilities, not reflected in EBITDA. Further, cash flows from
investing and financing activities are not included in EBITDA. For information
regarding our historical cash flows, please refer to the combined statements of
cash flows presented in our accompanying combined financial statements. See
below for a discussion of our historical results of operations.
 
RESULTS OF OPERATIONS
 
1998 COMPARED WITH 1997
 
     We completed three significant transactions during 1997. First, on May 22,
1997 we acquired Snapple. Second, on November 25, 1997 we acquired Cable Car.
Third, on May 5, 1997 we sold all of our company-owned Arby's restaurants. As a
result, our 1998 results reflect for the entire period the
 
                                       33
 

<PAGE>

<PAGE>
results of operations of Snapple and Cable Car but no results of operations
attributable to the ownership of the sold restaurants. In contrast, 1997 results
reflect the results of operations of Snapple and Cable Car only from their dates
of acquisition and reflect the results of operations attributable to the
ownership of the sold restaurants through the date of sale.
 
     Because of these transactions, 1998 results and 1997 results are not
comparable. In order to create a more meaningful comparison of our results of
operations between the two years, where applicable we have adjusted for the
effects of these transactions in the segment discussions below.
 
Revenues
 
     Our revenues increased $118.9 million to $815.0 million in 1998 compared
with 1997. This increase primarily results from the inclusion of Snapple and
Cable Car sales for all of 1998, compared with inclusion for only a portion of
1997, which resulted in $191.9 million of additional revenues. These increases
were partially offset by the absence during 1998 of sales attributable to the
ownership of the sold restaurants, $74.2 million from January 1 to May 5, 1997,
less the effect of royalties from those restaurants during the same portion of
the 1998 period ($3.2 million). Without the effects of the acquisitions of
Snapple and Cable Car and the sale of the company-owned restaurants, our
revenues declined in 1998 by $2.0 million from 1997. A discussion of the changes
in revenues by segment is as follows:
 
          Premium Beverages -- We have adjusted our 1998 results by including
     the results of Snapple and Cable Car only for the same calendar period they
     were included during 1997. After giving effect to these adjustments, our
     premium beverage revenues increased $10.8 million (2.6%) in 1998 compared
     with 1997. The increase was due to an increase in sales of finished goods
     ($12.5 million) partially offset by a decrease in sales of concentrate
     ($1.7 million), which we sell to only one international customer. The
     increase in sales of finished goods principally reflects net higher volume
     ($18.9 million) primarily due to new product introductions as well as
     increases in sales of teas, diet teas and other diet beverages, partially
     offset by lower average selling prices ($6.4 million). The lower average
     selling prices were principally due to a change in Snapple's distribution
     in Canada from a company-owned operation with higher selling prices to an
     independent distributor with lower selling prices.
 
          Soft Drink Concentrates -- Our soft drink concentrate revenues
     decreased $22.0 million (15.0%) in 1998 compared with 1997. This decrease
     is attributable to lower Royal Crown sales of concentrate ($15.5 million,
     or 11.2%) and finished goods ($6.5 million, or 81.7%). The decrease in
     Royal Crown sales of concentrate reflects (1) a $13.7 million decline in
     branded sales, primarily due to lower domestic volume reflecting
     competitive pricing pressures experienced by our bottlers and (2) a $1.8
     million volume decrease in private label sales due principally to inventory
     reduction programs of the Company's private label customer. The domestic
     volume decline in branded concentrate sales was partially offset by the
     fact that as a result of the sale in July 1997 of the C&C beverage line, we
     now sell concentrate to the purchaser of the C&C beverage line rather than
     finished goods. The decrease in sales of Royal Crown's finished goods was
     principally due to the sale of the C&C beverage line and therefore the
     absence in 1998 of sales of C&C finished product.
 
          Restaurants -- We have adjusted 1997 results to exclude net sales
     attributable to the company-owned restaurants which were sold and results
     for the same portion of 1998 to exclude royalties from those sold
     restaurants. After giving effect to these adjustments, revenues increased
     $9.2 million (13.8%) due to (1) a 4.6% increase in average royalty rates
     due to the declining significance of older franchise agreements with lower
     rates, (2) a 3.0% increase in same-store sales of franchised restaurants
     and (3) a net increase of 47 (1.6%) franchised restaurants, which generally
     experience higher than average restaurant volumes.
 
Gross Profit
 
     We calculate gross profit as total revenues less cost of sales less
depreciation and amortization related to sales. Depreciation and amortization
included in cost of sales was $1.7 million in 1998 and $1.0 million in 1997. Our
gross profit increased $59.6 million to $422.5 million in 1998 compared with
 
                                       34
 

<PAGE>

<PAGE>
1997. Gross profit increased $78.9 million due to the inclusion of gross profit
relating to Snapple and Cable Car sales for all of 1998, compared with inclusion
for only a portion of 1997. This increase was partially offset by the absence
during 1998 of gross profit attributable to the ownership of the sold
restaurants ($15.0 million in 1997) less the incremental royalties from those
sold restaurants during that portion of the 1998 period ($3.2 million). Giving
effect to the adjustments described above relating to the acquisitions of
Snapple and Cable Car and the sale of the company-owned restaurants, our gross
profit decreased $7.5 million, despite the effect of higher sales volumes
discussed above, due to a slight decrease in our aggregate gross margins, which
we compute as gross profit divided by total revenues, to 55% from 56%. This
decrease in gross margins is principally due to an overall shift in revenue mix
and lower gross margins of the premium beverage and soft drink concentrate
segments, both as discussed in more detail below. A discussion of the changes in
gross margins by segment, adjusted for the effects of the adjustments noted
above, is as follows:
 
          Premium Beverages -- Giving effect to the adjustments described above
     relating to the Snapple and Stewart's (Cable Car) acquisitions, our gross
     margins decreased to 40% during 1998 from 41% during 1997. The decrease in
     gross margins was principally due to the effects of (1) changes in product
     mix, (2) the aforementioned change in Snapple's Canadian distribution and
     (3) provisions for obsolete inventory, all substantially offset by the
     effects of the reduced costs of certain raw materials, principally glass
     bottles and flavors, and lower freight costs in 1998.
 
          Soft Drink Concentrates -- Our gross margins were unchanged at 77%
     during 1998 and 1997. The positive effect of the shift during 1998 to
     higher-margin concentrate sales from lower-margin finished goods was fully
     offset by inclusion in 1997 of a nonrecurring $1.1 million reduction to
     cost of sales resulting from the guarantee to us of certain minimum gross
     profit levels on sales to our private label customer and lower private
     label gross margins. We had no similar guarantee of minimum gross profit
     levels in 1998.
 
          Restaurants -- After giving effect to the adjustments described above
     relating to the restaurants sold, our gross margins during each year are
     100% because royalties and franchise fees, with no associated cost of
     sales, now constitute the total revenues of the segment.
 
Advertising, Selling and Distribution Expenses
 
     Advertising, selling and distribution expenses increased $12.3 million to
$197.1 million in 1998 reflecting the inclusion of Snapple and Cable Car for the
full 1998 year. This increase was partially offset by (1) a decrease in the
expenses of the premium beverage segment excluding Snapple and Cable Car
principally due to less costly promotional programs, (2) a decrease in expenses
of the soft drink concentrate segment principally due to lower bottler
promotional reimbursements resulting from the decline in branded concentrate
sales volume and (3) a decrease in the expenses of the restaurant segment
principally due to local restaurant advertising and marketing expenses no longer
needed for the sold restaurants. This decrease in the expenses of the restaurant
segment commenced in 1997 with the May 1997 sale of the restaurants and
increased to its full effect in 1998.
 
General and Administrative Expenses
 
     General and administrative expenses increased $7.9 million to $89.1 million
for 1998. This increase principally reflects (1) the inclusion of Snapple and
Cable Car operations for all of 1998 and (2) nonrecurring provisions in 1998 for
(a) the settlement of a lawsuit with ZuZu, Inc. and the anticipated settlement
of a lawsuit with Arby's Mexican master franchisee and (b) a severance
arrangement under the last of our 1993 executive employment agreements. These
increases were partially offset by (1) nonrecurring costs in 1997 in connection
with the integration of the Snapple business following its acquisition and (2)
reduced restaurant segment costs for administrative support, principally
payroll, no longer required for the sold restaurants and other cost reduction
measures. This decrease in the expenses of the restaurant segment commenced in
1997 with the May 1997 sale of the restaurants and increased to its full effect
in 1998.
 
                                       35
 

<PAGE>

<PAGE>
Depreciation and Amortization, Excluding Amortization of Deferred Financing
Costs
 
     Depreciation and amortization, excluding amortization of deferred financing
costs, increased $7.6 million to $32.8 million for 1998 principally reflecting
the inclusion of Snapple and Cable Car for all of 1998 and depreciation expense
on $4.6 million of vending machines purchased by Royal Crown in January 1998.
 
Acquisition Related Costs
 
     The nonrecurring acquisition related costs of $33.8 million in 1997 were
associated with the Snapple acquisition and, to a much lesser extent, the
Stewart's acquisition. Those costs consisted of (1) a write-down of glass front
vending machines based on our change in estimate of their value based on our
plans for their future use, (2) a provision for additional reserves for legal
matters based on our change in The Quaker Oats Company's estimate of the amounts
required reflecting our plans and estimates of costs to resolve these matters,
(3) a provision for additional reserves for doubtful accounts of Snapple and the
effect of the Snapple acquisition on the collectibility of a receivable from our
affiliate, MetBev, Inc., based on our change in estimate of the related
write-off to be incurred, (4) a provision for fees paid to Quaker Oats under a
transition services agreement whereby Quaker Oats provided certain operating and
accounting services for Snapple through the end of our 1997 second quarter, (5)
the portion of the post-acquisition period promotional expenses we estimated was
related to the pre-acquisition period as a result of our then current operating
expectations, (6) a provision for certain costs in connection with the
successful completion of the acquisition of Snapple and the Mistic refinancing
in connection with entering into a credit facility at the time of the Snapple
acquisition, (7) a provision for costs, principally for independent consultants,
incurred in connection with the data processing implementation of the accounting
systems for Snapple, under Quaker Oats, Snapple did not have its own independent
data processing accounting systems, including costs incurred relating to an
alternative system that was not implemented and (8) an acquisition related
sign-on bonus.
 
Facilities Relocation and Corporate Restructuring Charge
 
     The nonrecurring facilities relocation and corporate restructuring charge
of $7.1 million in 1997 principally consisted of employee severance and related
termination costs and employee relocation costs associated with restructuring
the restaurant segment in connection with the sale of company-owned restaurants
and to a lesser extent, costs associated with the relocation of Royal Crown's
headquarters, which was centralized with the White Plains, New York headquarters
of Triarc Beverage Holdings.
 
Interest Expense
 
     Interest expense increased $2.2 million to $60.2 million for 1998. This
increase reflects the effect of higher average levels of debt due to the
inclusion of borrowings by Snapple in connection with its acquisition ($213.3
million outstanding as of January 3, 1999) for all of 1998, compared with
inclusion for only a portion of 1997. This increase was partially offset by (1)
the elimination of $69.6 million of mortgage and equipment notes payable and
capitalized lease obligations assumed by the purchaser of the sold restaurants
for all of 1998, compared to the elimination for only a portion of 1997 and (2)
to a lesser extent, the reduction of outstanding principal balances aggregating
$29.7 million under notes payable to Triarc Parent for all of 1998, compared
with the elimination for only a portion of 1997, forgiven or repaid in
connection with the sale of the restaurants.
 
Gain (Loss) on Sale of Businesses, Net
 
     Gain on sale of businesses of $5.0 million in 1998 consists of (1) a
pre-tax $4.7 million gain from the May 1998 sale of our 20% interest in Select
Beverages, Inc. and (2) the recognition of $0.3 million of deferred gain from
the sale of C&C. Loss on sale of businesses, net, of $3.5 million in 1997
consisted of a $4.1 million loss on the sale of restaurants partially offset by
a $0.6 million gain recognized from the C&C sale.
 
                                       36
 

<PAGE>

<PAGE>
Other Income, Net
 
     Other income, net decreased $0.2 million to $5.3 million in 1998. This
decrease was principally due to (1) $1.2 million of equity in the losses of
Select Beverages recorded in 1998 compared with $0.9 million of equity in income
in 1997 and (2) a nonrecurring $0.9 million gain in 1997 on lease termination.
We terminated a lease for a portion of the space no longer required in the
current headquarters of the restaurant group and former headquarters of Royal
Crown in Ft. Lauderdale, Florida due to staff reductions as a result of the
restaurants sale and the relocation of the Royal Crown headquarters. These
decreases were partially offset by (1) $1.6 million of increased interest income
on invested cash, a substantial portion of which is not expected to recur in
fiscal 1999 as a result of cash distributed to Triarc Parent in the first
quarter of 1999, and (2) $0.4 million of the full period effect of Snapple,
other than from interest income and equity in income (loss) of Select Beverages,
consisting principally of increased rental income.
 
Income Taxes
 
     The provision for income taxes in 1998 represented an effective rate of 46%
and the benefit from income taxes in 1997 represented an effective rate of 21%.
The effective rate is higher in the 1998 period principally due to (1) the
differing impact on the respective effective income tax rates of the non-
deductible amortization of costs in excess of net assets of acquired companies,
known as Goodwill, in a period with pre-tax income (1998) compared with a period
with a pre-tax loss (1997) and (2) the differing impact of the mix of pre-tax
loss or income among the combined entities since we file state tax returns on an
individual company basis.
 
Extraordinary Charges
 
     The 1997 nonrecurring extraordinary charges aggregating $3.0 million
resulted from the assumption and early extinguishment of (1) mortgage and
equipment notes payable assumed by the buyer in the restaurants sale and (2)
obligations under Mistic's former credit facility refinanced in connection with
the financing of the Snapple acquisition. These extraordinary charges were
comprised of the write-off of $4.9 million of previously unamortized deferred
financing costs less the related income tax benefit of $1.9 million.
 
1997 COMPARED WITH 1996
 
     As discussed above, we completed three significant transactions during
1997. First, on May 22, 1997 we acquired Snapple. Second, on November 25, 1997
we acquired Cable Car. Third, on May 5, 1997 we sold all of our company-owned
Arby's restaurants. As a result, our 1997 results reflect the results of
operations for Snapple and Cable Car from their dates of acquisition and do not
reflect results of operations attributable to the ownership of the sold
restaurants after the date of their disposition. In contrast, our 1996 results
do not reflect results of operations of Snapple or Cable Car, because they were
acquired subsequent to 1996, and reflect results of operations attributable to
the ownership of the sold restaurants for the full year, because they were sold
subsequent to 1996.
 
     Because of these transactions, our 1997 results and 1996 results are not
comparable. In order to provide a more meaningful comparison of our results of
operations during the two years, we have adjusted for the effects of these
transactions in the segment discussions below.
 
Revenues
 
     Our revenues increased $98.7 million to $696.2 million for 1997. This
increase principally reflects the inclusion in 1997 of $285.5 million of Snapple
and Cable Car sales partially offset by a $154.4 million decrease due to the
elimination during a portion of 1997 of sales attributable to the sold
restaurants less $6.2 million of franchise royalties from those restaurants for
the period after the restaurant sale. Aside from the effects of these
transactions, revenues decreased $38.6 million. A discussion of the change in
revenues by segment is as follows:
 
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          Premium Beverages -- We have adjusted our 1997 results by excluding
     the results of operations of Snapple and Cable Car. After giving effect to
     these adjustments, revenues decreased $7.8 million (5.9%) in 1997 due to
     decreases in sales of finished goods ($9.7 million) partially offset by an
     increase in sales of concentrate ($1.9 million), which we sell to only one
     international customer. The decrease in sales of finished goods principally
     reflects lower sales volume exclusive of Snapple.
 
          Soft Drink Concentrates -- Revenues decreased $31.1 million (17.5%) in
     1997 due to decreases in sales of finished goods ($21.6 million) and
     concentrate ($9.5 million). The decrease in sales of finished goods
     principally reflects (1) the absence in the 1997 period of sales to MetBev
     and a volume decrease in sales of branded finished products of Royal Crown
     in areas other than those serviced by MetBev, where in both instances we
     now sell concentrate rather than finished goods, (2) a volume decrease in
     sales of the C&C beverage line, where we now sell concentrate to the
     purchaser of the C&C beverage line rather than finished goods, as a result
     of the C&C sale and (3) a volume reduction in the sales of finished Royal
     Crown Premium Draft Cola which we ceased selling in late 1996. Sales of
     Royal Crown concentrate decreased, despite the shift in sales of C&C and
     Royal Crown products to concentrate from finished goods noted above,
     principally reflecting (1) a decrease in branded sales due to volume
     declines, which were adversely affected by lower bottler case sales and
     (2) an overall lower average concentrate selling price.
 
          Restaurants -- We have adjusted for the sale of the restaurants by
     including in 1996 results of restaurant operations for the same period that
     was included in 1997 before the restaurant sale and excluding from 1997
     results franchise royalties on the sold restaurants for the period after
     the restaurant sale. After giving effect to these adjustments, revenues
     increased $0.3 million (less than 1%) during 1997. This increase was due to
     a $2.8 million (4.9%) increase in royalties and franchise fees partially
     offset by a $2.5 million (3.2%) decrease in net sales of the company-owned
     restaurants. The increase in royalties and franchise fees is due to a net
     increase of 69 (2.6%) franchised restaurants and a 1.7% increase in
     same-store sales of franchised restaurants.
 
Gross Profit
 
     We calculate gross profit as total revenues less cost of sales less
depreciation and amortization related to sales. Depreciation and amortization
included in cost of sales was $1.0 million in 1997 and $13.5 million in 1996,
including depreciation and amortization in 1996 but not in 1997 on all
long-lived assets of the sold restaurants which had been written down to their
estimated fair values as of December 31, 1996 and were no longer depreciated or
amortized through the date of their sale. Our gross profit increased $93.7
million to $362.9 million in 1997. The increase is attributable in part to gross
profit in 1997 associated with Snapple ($119.9 million) and Cable Car ($0.4
million) partially offset by the gross profit associated with the sold
restaurants which were included in 1996 results for the entire period but only a
portion of 1997 ($28.5 million) less the effect of royalties from those
restaurants during that same portion of 1997 ($6.2 million). Excluding the
effects of these transactions, gross profit decreased $4.3 million due to the
lower overall sales volumes discussed above partially offset by higher overall
gross margins of 58% in 1997 compared with 54% in 1996. A discussion of the
changes in gross margins by segment is as follows:
 
          Premium Beverages -- Giving effect to the adjustments described above
     relating to the Snapple and Stewart's acquisitions in 1997, margins
     remained unchanged in 1997 at 39%.
 
          Soft Drink Concentrates -- Margins increased in 1997 to 77% from 68%
     principally due to the shift discussed above in product mix to
     higher-margin concentrate sales compared with finished product sales and
     reduced cost of the raw material aspartame in 1997.
 
          Restaurants -- Giving effect to the adjustments described above with
     respect to the sale of the restaurants, margins increased in 1997 to 56%
     from 51% primarily due to (1) the absence in 1997 of depreciation and
     amortization on all long-lived assets of the sold restaurants discussed
     above and (2) the higher percentage of royalties and franchise fees, with
     no associated cost of sales, to total revenues in 1997.
 
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Advertising, Selling and Distribution Expenses
 
     Advertising, selling and distribution expenses increased $48.9 million to
$184.7 million in 1997. The increase reflects (1) the expenses of Snapple, (2)
higher promotional costs related to Mistic Rain Forest Nectars, a then recently
introduced product line and (3) other increased advertising and promotional
costs for the premium beverage segment other than Snapple. These increases were
partially offset by (1) a decrease in the expenses of the restaurant segment
principally due to local restaurant advertising and marketing expenses no longer
required for the sold restaurants after their sale in May 1997, (2) a decrease
in the expenses of the soft drink concentrate segment principally due to (a)
lower bottler promotional reimbursements resulting from the decline in sales
volume, (b) the elimination of advertising expenses for Draft Cola and (c)
planned reductions in connection with the aforementioned decreases in sales of
other Royal Crown and C&C branded finished products.
 
General and Administrative Expenses
 
     General and administrative expenses increased $5.5 million to $81.2 million
in 1997 due to the expenses of Snapple partially offset by (1) reduced spending
levels related to administrative support, principally payroll, no longer
required for the sold restaurants and (2) reduced travel activity in the
restaurant segment before the restaurants sale.
 
Depreciation and Amortization, Excluding Amortization of Deferred Financing
Costs
 
     Depreciation and amortization, excluding amortization of deferred financing
costs, decreased $4.7 million to $25.2 million in 1997 due to a decrease in
depreciation and amortization relating to the sold restaurants partially offset
by the depreciation and amortization in 1997 of Snapple.
 
Acquisition Related Costs
 
     Acquisition related costs of $33.8 million in 1997 are discussed above in
connection with the comparison of 1998 with 1997.
 
Facilities Relocation and Corporate Restructuring Charge
 
     The facilities relocation and corporate restructuring charge of $7.1
million in 1997 is discussed above in connection with the comparison of 1998
with 1997. The facilities relocation and corporate restructuring charge of $7.8
million in 1996 resulted from (1) estimated losses on planned subleases,
principally for the write-off of nonrecoverable unamortized leasehold
improvements and furniture and fixtures, of surplus office space as a result of
the then planned sale of company-owned restaurants and the relocation of the
Royal Crown headquarters, (2) employee severance costs associated with the
relocation of the Royal Crown headquarters, (3) terminating a Mistic
distribution agreement and (4) the shutdown of the soft drink concentrate
segment's Ohio production facility and other asset disposals.
 
Reduction in Carrying Value
 
     The reduction in carrying value of long-lived assets to be disposed in 1996
of $58.9 million reflects the estimated loss on the anticipated disposal of
long-lived assets in connection with the sale of all company-owned restaurants
as then planned. This provision represents the reduction in the carrying value
of certain long-lived assets and certain identifiable intangibles to estimated
fair value and the accrual of certain equipment operating lease obligations
which would not be assumed by the purchaser. There was no provision for
reduction in carrying value of long-lived assets in 1997.
 
Interest Expense
 
     Interest expense increased $8.0 million to $58.0 million in 1997
principally due to the effect of borrowings by Snapple in connection with the
Snapple acquisition ($222.4 million outstanding as of December 28, 1997)
partially offset by (1) the 1997 assumption by the purchaser of the sold
restaurants of $69.6 million of mortgage and equipment notes payable and
capitalized lease obligations and (2) the
 
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reduction of outstanding principal balances on May 5, 1997 aggregating $29.7
million under notes payable to Triarc Parent forgiven or repaid in connection
with the restaurants sale.
 
Loss on Sale of Businesses, Net
 
     Loss on sale of businesses, net, of $3.5 million in 1997 is discussed above
in connection with the comparison of 1998 with 1997.
 
Other Income, Net
 
     Other income, net improved $5.1 million to $5.5 million in 1997 principally
due to (1) $2.1 million of other income, net of Snapple since its acquisition in
May 1997 consisting principally of equity in the earnings of investees, rental
income and interest income, (2) $1.4 million of increased gains on asset sales,
(3) $0.9 million of gain on the Florida lease termination and (4) $0.6 million
of increased interest income on invested cash.
 
Income Tax Benefit
 
     Our benefit from income taxes represented effective rates of 21% in 1997
and 32% in 1996. The rate is lower in 1997 due to the increased effect in 1997
of the amortization of non-deductible Goodwill as a result of the significantly
lower 1997 pre-tax loss.
 
Extraordinary Charges
 
     The extraordinary charges in 1997 are discussed above in connection with
the comparison of 1998 with 1997.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Cash Flows from Operations
 
     The Company's operating activities provided cash and cash equivalents,
which we refer to as cash, of $59.1 million during 1998 principally reflecting
net income of $30.0 million and net non-cash charges of $43.6 million,
principally depreciation and amortization of $36.9 million. These sources were
partially offset by (1) the reclassification of gain on sale of businesses of
$5.0 million to cash flows from investing activities and (2) cash used by
changes in operating assets and liabilities of $9.5 million. The cash used by
changes in operating assets and liabilities of $9.5 million principally reflects
a decrease in accounts payable and accrued expenses of $29.7 million partially
offset by a $10.6 million decrease in inventories, a $7.0 million decrease in
receivables and a $3.5 million increase in due to affiliates. The decrease in
accounts payable and accrued expenses was principally due to (1) payments by
Snapple of accrued losses on pre-acquisition production contracts and legal
settlements, (2) decreases at Royal Crown due to the reduced aspartame inventory
levels described below and the lower bottler promotional reimbursements
discussed above and (3) reduced purchases from third party vendors since we have
correspondingly increased the purchases of certain raw materials from Triarc
Parent. The decrease in inventories was due to (1) a $7.2 million decrease in
Royal Crown inventories reflecting a reduction of higher than normal 1997
year-end inventory levels of aspartame reflecting purchases, and resulting
inventory build-ups, during the latter part of 1997 by Royal Crown in order to
take advantage of a 1997 promotional incentive and (2) $3.4 million of reduced
inventory levels of premium beverages principally due to a provision for
obsolete inventories. The decrease in receivables was due to a $7.6 million
decrease at Royal Crown reflecting the absence in 1998 of a 1997 promotional
rebate receivable for aspartame purchases and lower fourth quarter private label
sales in 1998 compared with 1997. The $3.5 million increase in due to affiliates
resulted from the increased purchases of certain raw materials from Triarc
Parent. We expect continued positive cash flows from operations during 1999.
 
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Working Capital
 
     Working capital, which equals current assets less current liabilities, was
$55.2 million at January 3, 1999, reflecting a current ratio, which equals
current assets divided by current liabilities, of 1.4:1. This amount represents
an increase in working capital of $24.7 million from December 28, 1997
principally reflecting the cash generated by operating activities discussed
above.
 
1999 REFINANCING TRANSACTIONS
 
     Our capitalization as of January 3, 1999 was $613.5 million, consisting of
$570.6 million of long-term debt, including current portion, and $87.6 million
of redeemable preferred stock less $44.7 million of stockholders' deficit.
 
     On February 25, 1999 we issued $300.0 million principal amount of the
initial 10 1/4% notes and concurrently entered into a new $535.0 million senior
bank credit facility. An aggregate $20 million principal amount of the initial
10 1/4% notes were issued to our affiliates.
 
     The new credit facility consists of a new $475.0 million term facility, all
of which was borrowed as term loans on February 25, 1999, and a new $60.0
million revolving credit facility which provides for revolving credit loans by
Snapple, Mistic or Cable Car effective February 25, 1999 and RC/Arby's or Royal
Crown effective March 30, 1999. We may make revolving loan borrowings of up to
80% of eligible accounts receivable plus 50% of eligible inventories. At April
4, 1999 there would have been $59.9 million of borrowing availability under the
revolving credit facility, including availability relating to RC/Arby's and
Royal Crown. There were no borrowings of revolving loans on February 25, 1999.
 
     We used a portion of the proceeds of the offering of initial notes and the
borrowings under the new credit facility to (1) repay on February 25, 1999 the
outstanding principal amount ($284.3 million as of January 3, 1999 and February
25, 1999) of the existing term loans under the existing beverage credit facility
and related accrued interest ($2.2 million as of January 3, 1999 and $1.5
million as of February 25, 1999), (2) fund the redemption on March 30, 1999 of
the $275.0 million of borrowings under the RC/Arby's 9 3/4% senior notes
including related accrued interest ($11.5 million as of January 3, 1999 and $4.4
million as of March 30, 1999) and redemption premium ($7.7 million as of
January 3, 1999 and March 30, 1999), (3) acquire Millrose Distributors and the
assets of Mid-State Beverage, two New Jersey distributors of our premium
beverages, for $17.3 million, (4) pay estimated fees and expenses of $28.0
million relating to the issuance of the initial 10 1/4% notes and the completion
of the new credit facility and (5) pay one-time distributions, including
dividends, to Triarc Parent of the remaining net proceeds from the above
borrowings and all of our cash and cash equivalents on hand in excess of $2.0
million retained by us for working capital purposes. These one-time
distributions consisted of $91.4 million paid on February 25, 1999 and,
following the redemption of the RC/Arby's 9 3/4% senior notes, $124.1 million
paid on March 30, 1999.
 
     As a result of the repayment prior to maturity of the existing term loans
under the existing beverage credit facility and the redemption of the RC/Arby's
9 3/4% senior notes, we expect to recognize an extraordinary charge during the
first quarter of 1999 of an estimated $11.8 million for (1) the write-off of
previously unamortized (a) deferred financing costs ($11.6 million as of
January 3, 1999 and $10.8 million as of the respective repayment and redemption
dates) and (b) interest rate cap agreement costs ($0.2 million as of January 3,
1999 and $0.1 million as of February 25, 1999) and (2) the payment of the $7.7
million redemption premium, net of income tax benefit ($7.2 million as of
January 3, 1999 and $6.8 million as of the respective repayment and redemption
dates).
 
     The initial 10 1/4% notes mature in 2009 and do not require any
amortization of principal prior to 2009. We have agreed to use our best efforts
to have this registration statement declared effective by the Securities and
Exchange Commission by August 24, 1999. If it is not, the annual interest rate
on the initial 10 1/4% notes will increase by 1/2% to 10 3/4% until the time
this registration statement is declared effective.
 
     Scheduled maturities of the new term loans under the new credit facility
are $4.9 million in 1999, representing three quarterly installments commencing
June 1999, increasing annually afterwards through 2006 with a final payment in
2007. Any revolving loans will be due in full in 2005. We are also
 
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required, with some exceptions, to make mandatory prepayments in an amount, if
any, initially equal to 75% of excess cash flow as defined in the new credit
agreement.
 
     Under the bank credit facility agreement substantially all of the assets,
other than cash and cash equivalents, of Snapple, Mistic and Cable Car, and of
RC/Arby's, Royal Crown and Arby's since the redemption of the RC/Arby's 9 3/4%
senior notes, and their subsidiaries are pledged as security. Our obligations
relating to the initial 10 1/4% notes are, and under the exchange notes will be,
guaranteed by Snapple, Mistic, Cable Car and RC/Arby's and all of their domestic
subsidiaries. These guarantees are full and unconditional on a joint and several
basis and are unsecured. Our obligations relating to the new credit facility are
guaranteed by substantially all of the domestic subsidiaries of Snapple, Mistic,
Cable Car and RC/Arby's. As collateral for the guarantees under the new credit
facility, all of the stock of Snapple, Mistic, Cable Car and RC/Arby's and
substantially all of their domestic and 65% of the stock of their directly-owned
foreign subsidiaries are pledged.
 
     The indenture under which the initial 10 1/4% notes were issued, and the
exchange notes will be issued, and the new credit agreement contain covenants
which (1) require meeting financial amount and ratio tests; (2) limit, among
other matters (a) the incurrence of indebtedness, (b) the retirement of debt
before maturity, with exceptions, (c) investments, (d) asset dispositions and
(e) affiliate transactions other than in the normal course of business; and (3)
restrict the payment of dividends to Triarc Parent. Under the most restrictive
of these covenants, the borrowers would not be able to pay any dividends to
Triarc Parent other than (1) the one-time distributions, including dividends,
paid to Triarc Parent in connection with the 1999 refinancing transactions and
(2) defined amounts in the event of consummation of a securitization of some of
the assets of Arby's.
 
Other Debt Agreements
 
     We have a note payable to a beverage co-packer in an outstanding principal
amount of $6.8 million as of January 3, 1999, of which $3.4 million is due in
1999.
 
     Under our debt agreements, substantially all of our assets other than cash
and cash equivalents are pledged as security. In addition, $117.0 million of
operating and capitalized lease obligations assumed by the purchaser in
connection with the restaurants sale, approximately $98.0 million outstanding as
of January 3, 1999 assuming the purchaser of the Arby's restaurants has made all
scheduled repayments through such date, have been effectively guaranteed by us
and $54.7 million of mortgage notes and equipment notes payable to FFCA Mortgage
Corporation assumed by the purchaser in connection with the restaurants sale,
approximately $51.0 million outstanding as of January 3, 1999 assuming the
purchaser of the Arby's restaurants has made all scheduled repayments through
such date, have been guaranteed by Triarc Parent.
 
     After giving effect to the 1999 refinancing transactions, the scheduled
maturities of the Company's long-term debt during fiscal 1999 are $9.7 million,
including $4.9 million under the new term loans.
 
Pro Forma Member's Deficit
 
     Assuming the 1999 refinancing transactions had occurred on January 3, 1999,
our member's deficit, formerly stockholders' deficit of the combined entities,
would increase as of January 3, 1999 to $177.5 million principally as a result
of the approximately $217.7 million that would have been dividended as of
January 3, 1999 to Triarc Parent and the extraordinary charge for the early
extinguishment of the borrowings under the existing beverage credit facility and
the RC/Arby's 9 3/4% senior notes of approximately $12.3 million, partially
offset by capital contributions by Triarc Parent to us of (1) the redeemable
preferred stock of Triarc Beverage Holdings with an $87.6 million carrying
value, (2) $7.7 million of certain amounts due to Triarc Parent and (3) $2.5
million of Triarc Parent's minority interests in two of our restaurant
subsidiaries, included in 'Deferred income and other liabilities' in our
combined balance sheet as of January 3, 1999.
 
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Capital Expenditures
 
     Combined capital expenditures amounted to $11.1 million in 1998, including
$4.6 million which RC/Arby's was required to reinvest in core business assets
under the indenture relating to the RC/Arby's 9 3/4% senior notes as a result of
the sale of the C&C beverage line and other asset disposals in 1997. We expect
that capital expenditures will be approximately $9.1 million during 1999 for
which there were approximately $0.7 million of outstanding commitments as of
January 3, 1999.
 
Acquisitions and Dispositions
 
     To further our growth strategy, we consider selective business
acquisitions, as appropriate, to grow strategically and explore other
alternatives to the extent we have available resources to do so. On August 27,
1998 we completed the T.J. Cinnamons acquisition by acquiring from Paramark
Enterprises, Inc., formerly known as T.J. Cinnamons, Inc., all of Paramark's
franchise agreements for T.J. Cinnamons full concept bakeries and Paramark's
wholesale distribution rights for T.J. Cinnamons products. In 1996, we had
acquired the T.J. Cinnamons trademarks, service marks, recipes and proprietary
formulae. The 1998 acquisition also included settlement of remaining contingent
payments from the 1996 acquisition, which were based upon achieving specific
sales targets over a seven-year period. The aggregate consideration in 1998
consisted of cash of $3.0 million and a $1.0 million, discounted value of $0.9
million, non-interest bearing obligation payable in equal monthly installments
through August 2000.
 
Sale of Investment
 
     On May 1, 1998, we sold our 20% non-current investment in Select Beverages
for cash of $28.3 million. As a result of such sale and as permitted under an
August 15, 1998 amendment to the existing beverage credit facility, a one-time
dividend of $21.3 million was paid to Triarc Parent by Triarc Beverage Holdings
in 1998 from the proceeds of the sale of Select Beverages. Additionally, a
dividend of $2.3 million was paid to Triarc Parent by Cable Car in 1998 before
Cable Car became a borrower under the existing beverage credit facility.
 
Income Taxes
 
     As of January 3, 1999, RC/Arby's, Triarc Beverage Holdings, including Cable
Car effective August 15, 1998, and Cable Car through August 15, 1998 were each
parties to separate tax-sharing agreements with Triarc Parent whereby each was
required to pay amounts relating to taxes based on their taxable income and the
taxable income of their eligible subsidiaries on a stand-alone basis. Under
these agreements, in 1998 Triarc Beverage Holdings made tax-sharing payments to
Triarc Parent of $10.5 million and Cable Car made tax-sharing payments of $0.9
million. RC/Arby's was not required to make any tax-sharing payments in 1998 as
a result of net operating losses in prior periods in excess of pre-tax income
for 1998. On February 25, 1999 Triarc Parent, Triarc Beverage Holdings and
RC/Arby's entered into revised tax-sharing agreements under which we would not
receive credit for our existing Federal net operating loss carryforwards and
excess Federal income tax payments aggregating $39.5 million of deferred tax
assets as of January 3, 1999. However, were such deferred tax assets to be
written off, we would have been in default under the minimum net worth covenant
of the new credit facility. This minimum net worth covenant inadvertently did
not provide for the write-off of these deferred tax assets. Accordingly, on
April 23, 1999 the tax-sharing agreement was amended further to provide that we
would be entitled to the benefits associated with the net operating loss
carryforwards and the Federal income tax prepayments to the extent necessary to
avoid non-compliance with the minimum net worth covenant; however, any benefit
would be due to Triarc Parent at the time, and to the extent that, the write-off
of such deferred tax assets would not cause a default under the minimum net
worth covenant.
 
     The Federal income tax returns of Triarc Parent and its subsidiaries,
including RC/Arby's, have been examined by the Internal Revenue Service for the
tax years 1989 through 1992. Triarc Parent has reached a tentative settlement
with the Internal Revenue Service, which is subject to review by the
Congressional Joint Committee on Taxation, regarding all remaining issues in
such audit. In connection with this examination, we paid $4.6 million, including
interest, during 1997. If the settlement is
 
                                       43
 

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approved, we anticipate not having to make any further payments. The Internal
Revenue Service is examining the Federal income tax returns of Triarc Parent and
its subsidiaries, including RC/Arby's, for the year ended April 30, 1993 and
eight-month transition period ended December 31, 1993. In connection with this
more recent examination, we have not received any notices of proposed
adjustments and do not expect to make any related payments during 1999.
 
CASH REQUIREMENTS
 
     Upon the completion of the 1999 refinancing transactions, our cash balances
decreased to approximately $2.0 million, with all existing cash in excess of
$2.0 million distributed to Triarc Parent. As of January 3, 1999, our 1999 cash
requirements, exclusive of operating cash flow requirements, which include
tax-sharing payments to Triarc Parent discussed above, but giving effect to the
1999 refinancing transactions, consist principally of (1) scheduled debt
principal repayments aggregating $9.7 million, (2) capital expenditures of
approximately $9.1 million and (3) the acquisition of Millrose and Mid-State in
connection with the 1999 refinancing transactions for $17.3 million and the cost
of additional business acquisitions, if any. We utilized $17.3 million from the
proceeds of the 1999 refinancing transactions for the acquisition of Millrose
and Mid-State and anticipate meeting the remainder of our cash requirements
through cash flows from operations and availability under the $60.0 million
revolving credit facility.
 
LEGAL AND ENVIRONMENTAL MATTERS
 
     We are involved in litigation, claims and environmental matters incidental
to our businesses. We have reserves for legal and environmental matters of
approximately $1.5 million as of January 3, 1999. Although the outcome of these
matters cannot be predicted with certainty and some of these matters may be
disposed of unfavorably to us, based on currently available information and
given our reserves, we do not believe that these legal and environmental matters
will have a material adverse effect on our combined financial position or
results of operations.
 
YEAR 2000
 
     We have undertaken a study of our functional application systems to
determine their compliance with year 2000 issues and, to the extent of
non-compliance, the required remediation. Our study consisted of an eight-step
methodology to: (1) obtain an awareness of the issues; (2) perform an inventory
of our software and hardware systems; (3) identify our systems and computer
programs with year 2000 exposure; (4) assess the impact on our operations by
each mission critical application; (5) consider solution alternatives; (6)
initiate remediation; (7) perform validation and confirmation testing and (8)
implement. Through the first quarter of 1999, we had completed steps one through
six and expect to complete step seven and the final implementation before
January 1, 2000. This study addressed both information technology and
non-information technology systems, including imbedded technology such as micro
controllers in our telephone systems, production processes and delivery systems.
Some significant systems in our soft drink concentrate segment, principally
Royal Crown's order processing, inventory control and production scheduling
system, required remediation which was completed in the first quarter of 1999.
As a result of this study and subsequent remediation, we have no reason to
believe that any of our mission critical systems are not year 2000 compliant.
Accordingly, we do not currently anticipate that internal systems failures will
result in any material adverse effect to our operations. However, should the
final testing and implementation steps reveal any year 2000 compliance problems
which cannot be corrected before January 1, 2000, the most reasonably likely
worst-case scenario is that we might experience a delay in production and/or
fulfilling and processing orders resulting in either lost sales or delayed cash
receipts, although we do not believe that this delay would be material. In this
case, our contingency plan would be to revert to a manual system in order to
perform the required functions. Due to the limited number of orders received by
Royal Crown on a daily basis, this contingency plan would not cause any
significant disruption of business. As of January 3, 1999, we had incurred $0.6
million of costs to become year 2000 compliant, including computer software and
hardware costs, and the current estimated cost to complete this remediation in
1999 is $1.2 million. These costs incurred through January 3, 1999 were expensed
as incurred, except for the direct purchase
 
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costs of software and hardware, which were capitalized. The software-related
costs incurred on or after January 4, 1999 will be capitalized in accordance
with the provisions of Statement of Position 98-1 described below.
 
     An assessment of the readiness of year 2000 compliance of third party
entities with which we have relationships, such as our suppliers, banking
institutions, customers, payroll processors and others is ongoing. We have
inquired, or are in the process of inquiring, of the significant aforementioned
third parties about their readiness relating to year 2000 compliance and to date
have received indications that many of them are in the process of remediation
and/or will be year 2000 compliant. We are, however, subject to risks relating
to these third parties' potential year 2000 non-compliance. We believe that
these risks are primarily associated with our banks and major suppliers,
including our beverage co-packers and bottlers and the food suppliers and
distributors to our restaurant franchisees. At present, we cannot determine the
impact on our results of operations in the event of year 2000 non-compliance by
these third parties. In the most reasonably likely worst-case scenario, the year
2000 non-compliance might result in a disruption of business and loss of
revenues, including the effects of any lost customers, in any or all of our
business segments. We will continue to monitor these third parties to determine
the impact on our business and the actions we must take, if any, in the event of
non-compliance by any of these third parties. We are in the process of
collecting additional information from those third parties which disclosed that
remediation is required and have begun detailed evaluations of those third
parties, as well as those that could not satisfactorily respond, in order to
develop our contingency plans. These contingency plans might include the
build-up of our beverage inventories just before the year 2000 in order to
mitigate the effects of temporary supply disruptions. We believe there are
multiple vendors of the goods and services we receive from our suppliers and
thus the risk of non-compliance with year 2000 by any of our suppliers is
mitigated by this factor. Also, no single customer accounts for more than 3% of
our combined revenues, thus mitigating the adverse risk to our business if some
customers are not year 2000 compliant.
 
     We have engaged consultants to advise us regarding the compliance efforts
of each of our operating businesses. The consultants are assisting us in
completing inventories of critical applications and in completing formal
documentation of year 2000 compliance of hardware and software as well as
mission critical customers, vendors and service providers. The costs of the
project and the date on which we believe we will complete the year 2000
modifications are based on management's best estimates, which were derived using
numerous assumptions of future events. However, we cannot assure you that these
estimates will be achieved and actual results could differ materially from those
anticipated.
 
INFLATION AND CHANGING PRICES
 
     Management believes that inflation did not have a significant effect on
gross margins during 1996, 1997 and 1998, since inflation rates generally
remained at relatively low levels. Historically, we have been successful in
dealing with the impact of inflation to varying degrees within the limitations
of the competitive environment of each segment of its business. In the
restaurant segment in particular, the impact of any future inflation should be
limited since our restaurant operations are exclusively franchising following
the 1997 sale of all company-owned restaurants.
 
SEASONALITY
 
     Our beverage and restaurant businesses are seasonal. In the beverage
businesses, the highest revenues occur during the spring and summer (April
through September) and, accordingly, our second and third quarters reflect the
highest revenues. Our first and fourth quarters have lower revenues from the
beverage businesses. The royalty revenues of our restaurant business are
somewhat higher in our fourth quarter and somewhat lower in our first quarter.
Accordingly, combined revenues will generally be highest during the second and
third fiscal quarters of each year.
 
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
     In March 1998 the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1,
'Accounting for the Costs of Computer
 
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<PAGE>
Software Developed or Obtained for Internal Use'. Statement of Position 98-1,
which is effective no later than for our fiscal year commencing January 4, 1999,
provides accounting guidance on a prospective basis for the costs of computer
software developed or obtained for internal use. The Statement of Position
requires that once the computer software capitalization criteria have been met,
costs of developing, upgrading and enhancing computer software for internal use,
including (1) external direct costs of materials and services consumed in
developing or obtaining such software and (2) payroll and payroll-related costs
for employees who are directly associated with such software project to the
extent of their time spent directly on the project, should be capitalized. We
presently capitalize the direct purchase cost of internal-use computer software
but do not capitalize either the services consumed or the internal payroll costs
incurred in the implementation of this software. We have adopted the provisions
of Statement of Position 98-1 in the first quarter of fiscal 1999. Since (1) we
do not develop our own internal-use software, (2) we do not anticipate obtaining
significant internal use computer software, (3) we currently capitalize the
direct software purchase cost and (4) Statement of Position 98-1 is effective
prospectively only, the adoption of Statement of Position 98-1 did not have a
material impact on our combined financial position or results of operations.
 
     In April 1998 the Accounting Standards Executive Committee issued Statement
of Position 98-5, 'Reporting on the Costs of Start-Up Activities'. Statement of
Position 98-5 broadly defines start-up activities and requires the costs of
start-up activities and organization costs to be expensed as incurred. Start-up
activities include one-time activities related to opening a new facility,
introducing a new product or service, conducting business in a new territory,
initiating a new process in an existing facility, or commencing some new
operation. Statement of Position 98-5, which is effective no later than for our
fiscal year commencing January 4, 1999, requires any existing deferred start-up
or organization costs as of the effective date to be expensed as the cumulative
effect of a change in accounting principle. Since we do not have any significant
deferred start-up or organization costs as of January 3, 1999, the adoption of
Statement of Position 98-5 did not have a material impact on our combined
financial position or results of operations.
 
     In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 'Accounting for Derivative Instruments
and Hedging Activities'. Statement of Financial Accounting Standards 133
provides a comprehensive standard for the recognition and measurement of
derivatives and hedging activities. The standard requires all derivatives be
recorded on the balance sheet at fair value and establishes special accounting
for three types of hedges. The accounting treatment for each of these three
types of hedges is unique but results in including the offsetting changes in
fair values or cash flows of both the hedge and hedged item in results of
operations in the same period. Changes in fair value of derivatives that do not
meet the criteria of one of the aforementioned categories of hedges are included
in results of operations. Statement of Financial Accounting Standards 133 is
effective for our fiscal year beginning January 3, 2000. We believe our only
current derivative is an interest rate cap agreement on certain of our long-term
debt. We historically have not had transactions to which hedge accounting
applied and, accordingly, the more restrictive criteria for hedge accounting in
Statement of Financial Accounting Standards 133 should have no effect on our
combined financial position or results of operations. However, the provisions of
Statement of Financial Accounting Standards 133 are complex and we are just
beginning our evaluation of the implementation requirements of Statement of
Financial Accounting Standards 133 and, accordingly, are unable to determine at
this time the impact it will have on our combined financial position and results
of operations.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     We are exposed to the impact of interest rate changes and to a much lesser
extent, foreign currency fluctuations.
 
     Policies and Procedures -- In the normal course of business, we employ
established policies and procedures to manage our exposure to changes in
interest rates and fluctuations in the value of foreign currencies using
financial instruments we deem applicable.
 
                                       46
 

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<PAGE>
INTEREST RATE RISK
 
     Our objective in managing our exposure to interest rate changes is to limit
the impact of interest rate changes on earnings and cash flows. To achieve our
objectives, we assess the relative proportions of our debt under fixed versus
variable rates. We generally use purchased interest rate caps on a portion of
our variable rate debt to limit our exposure to increases in short-term interest
rates. These cap agreements usually are at significantly higher than market
interest rates prevailing at the time the cap agreements are entered into and
are intended to protect against very significant increases in short-term
interest rates. Accordingly, the only interest rate cap agreement outstanding as
of January 3, 1999 is approximately 3% higher than the current interest rate on
the related debt.
 
FOREIGN CURRENCY RISK
 
     Our objective in managing our exposure to foreign currency fluctuations is
also to limit the impact of such fluctuations on earnings and cash flows. We
have a relatively limited amount of exposure to (1) export sales revenues and
related receivables denominated in foreign currencies and (2) investments in
foreign subsidiaries which are subject to foreign currency fluctuations. We
monitor these exposures and periodically determine our need for use of
strategies intended to lessen or limit our exposure to these fluctuations.
However, foreign export sales and foreign operations represent 5.4% of our
revenues and an immediate 10% change in foreign currency exchange rates versus
the U.S. dollar from their levels at January 3, 1999 would not have a material
effect on our financial condition or results of operations.
 
OVERALL MARKET RISK
 
     With regard to overall market risk, we attempt to mitigate our exposure to
such risks by assessing the relative proportion of its investments in cash and
cash equivalents and the relatively stable and risk minimized returns available
on such investments. At January 3, 1999, all of our excess cash is invested in
commercial paper which, due to its short-term nature, minimizes our overall
market risk.
 
SENSITIVITY ANALYSIS
 
     All of our market risk sensitive instruments are instruments entered into
for purposes other than trading. Our measure of market risk exposure represents
an estimate of the potential change in fair value of our financial instruments.
Market risk exposure is presented for each class of financial instruments held
by us at January 3, 1999 for which an immediate adverse market movement
represents a potential material impact on our financial position or earnings. We
believe that the rates of adverse market movements described below represent the
hypothetical loss to future earnings and do not represent the maximum possible
loss nor any expected actual loss, even under adverse conditions, because actual
adverse fluctuations would likely differ. The following table reflects the
estimated effects on the market value of our financial instruments based upon
assumed immediate adverse effects as noted below.
 
                                       47
 

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<PAGE>
 
<TABLE>
<CAPTION>
                                                                            JANUARY 3, 1999
                                                                         ---------------------
                                                                         CARRYING    INTEREST
                                                                          VALUE      RATE RISK
                                                                         --------    ---------
                                                                            (IN THOUSANDS)
<S>                                                                      <C>         <C>
Cash (including cash equivalents of $66,422)..........................   $ 72,792     $ --   (a)
Long-term debt........................................................    570,655      (2,843)
</TABLE>
 
------------
 (a) Due to the short-term nature of the cash equivalents, a change in interest
     rates of one percentage point would not have a material impact on our
     financial position or earnings.
 
     The sensitivity analysis of long-term debt assumes an instantaneous
increase in market interest rates of one percentage point from their levels at
January 3, 1999, with all other variables held constant. The change of one
percentage point with respect to our long-term debt represents an assumed
average 11% decline as the weighted average interest rate of our variable-rate
debt at January 3, 1999 approximated 9% and relates to only our variable-rate
debt since a change in interest rates on fixed-rate debt would not affect our
earnings. The interest rate risk presented for long-term debt represents the
potential impact the indicated change in interest rates would have on our
earnings and not our financial position.
 
                                       48


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                                    BUSINESS
 
GENERAL
 
     We are a leading premium beverage company, a restaurant franchisor and a
soft drink concentrates producer. We own the Snapple, Mistic and Stewart's
premium beverage brands and the Royal Crown carbonated soft drink brand and we
are the franchisor of the Arby's restaurant system. During the last several
years, we have focused our business on premium beverages by acquiring the
Snapple, Stewart's and Mistic brands and on franchising by selling all of our
company-owned Arby's restaurants to a franchisee. Snapple is a leading marketer
and distributor of premium beverages in the United States. Arby's is the world's
largest restaurant system specializing in slow-roasted roast beef sandwiches
and, according to Nation's Restaurant News, the 10th largest quick service
restaurant chain in the United States, based on 1997 domestic system wide sales.
 
INDUSTRY OVERVIEW
 
BEVERAGES
 
     Our beverage business competes in two product categories in the
non-alcoholic beverage industry: alternative beverages, consisting of 'premium'
and 'non-premium' products, and carbonated soft drinks.
 
     Alternative beverages consist of fruit beverages, a category that includes
both fruit juices and fruit drinks that are not 100% juice, sparkling and still
water, ready-to-drink teas, sports drinks and natural soda. From 1992 to 1997,
the alternative beverage market has experienced significant growth, with volumes
doubling, from 480 million cases to 1.12 billion cases. Nonetheless, alternative
beverages currently remain only a small portion of the beverage market,
providing significant opportunity for future growth.
 
     The alternative beverage category consists of products classified as
'premium,' higher quality, more specialized goods, and to a lesser extent,
'non-premium,' lower-margin, generic or more mainstream products. Premium
beverage products typically command higher prices and higher margins for the
brand owner, the distributor and the retailer than non-premium beverages because
of the following:
 
      Higher Quality Ingredients. Premium beverage ingredients are perceived to
      be higher quality and most do not include preservatives.
 
      Distribution. The primary distribution channels for premium beverages are
      convenience stores and other small retail outlets. These locations usually
      sell premium beverages in single refrigerated cold servings instead of at
      room temperature in larger containers.
 
      Packaging and Marketing. Packaging is a key differentiator in the
      single-serve market and critical to building a premium image. Marketing
      premium beverages relies heavily on product innovation, unique advertising
      and availability.
 
     Carbonated soft drinks were estimated to account for approximately 30% of
all drinks, including alcoholic beverages, consumed in the United States in
1997, up from approximately 20% a decade ago. Annual per-capita soft drink
consumption continues to grow at a low single-digit pace. The carbonated soft
drink industry is concentrated, with the three largest franchise
companies -- Coca-Cola Co., PepsiCo Inc., and Dr. Pepper/Seven Up Inc., an
affiliate of Cadbury Schweppes Plc -- accounting for approximately 90% of U.S.
carbonated soft drink sales.
 
     Beverage companies have used several various strategies to increase
sales -- acquiring other companies, expanding distribution channels and
international expansion.
 
Quick Service Restaurant Industry
 
     According to data compiled by the National Restaurant Association, total
domestic restaurant industry sales were estimated to be approximately $215
billion in 1997, of which approximately $100 billion were estimated to be in the
quick service restaurant segment. Large chains are continuing to gain a greater
share of industry sales. The 100 largest restaurant chains accounted for
approximately 49.7%
 
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of restaurant industry sales in 1997, compared to approximately 39.7% in 1980.
According to a study by Franchise Finance Corporation of America, the quick
service restaurant segment accounted for approximately 70% of sales and 85% of
restaurant units within the top 100 restaurant chains in 1997.
 
     According to Franchise Finance Corporation of America, the quick service
restaurant industry has grown from a total restaurant sales market share of 30%
in 1970 to 47% in 1997. During this 28-year period, Franchise Finance
Corporation of America reports the industry averaged more than 10% annual sales
increases, although both market share growth rates and annual sales growth rates
for the industry have slowed in recent years.
 
BUSINESS SEGMENTS
 
     Snapple, Mistic, and Cable Car conduct our premium beverage operations,
Royal Crown conducts our soft drink concentrate operations, and Arby's conducts
our franchise restaurant operations.
 
PREMIUM BEVERAGES (SNAPPLE, MISTIC AND STEWART'S)
 
     Through Snapple Beverage Corp., Mistic Brands, Inc. and Cable Car Beverage
Corporation, we are a leader in the approximately $3.0 billion wholesale premium
beverage market. According to A.C. Nielsen data, in 1998 our premium beverage
brands had the leading share (34%) of premium beverage sales volume in grocery
stores, mass merchandisers and convenience stores.
 
SNAPPLE
 
     Snapple markets and distributes all-natural ready-to-drink teas, juice
drinks and juices. During 1998, Snapple sales represented approximately 79% of
the case sales of our total premium beverage sales. According to A.C. Nielsen
data, in 1998 Snapple had the leading share (26%) of premium beverage sales
volume in grocery stores, mass merchandisers and convenience stores. Snapple has
a stable base of core products that are consistently Snapple's top sellers.
Snapple's current top twenty products have contributed approximately 70% of
Snapple's sales in each of the last three years.
 
     Since acquiring Snapple in May 1997, we have strengthened our distributor
relationships, improved promotional initiatives and significantly increased new
product introductions and packaging innovations. These activities have
contributed to an increase in Snapple case sales of 8.4% in 1998 over 1997. The
most important product introduction in 1998 was WhipperSnapple, a smoothie-like
beverage which was named Convenience Store News Magazine beverage product of the
year and won the American Marketing Association's Edison award for best new
beverage in 1998. WhipperSnapple is a shelf stable product containing dairy
ingredients and a blend of fruit juices and purees. Since 1997, we have
introduced several new products and flavors, including Orange Tropic-Wendy's
Tropical Inspiration, several herbal and green teas, and Snapple Farms, a line
of 100% fruit juices which is available in five flavors. In April 1999, Snapple
introduced Snapple Elements, a line of all natural juice drinks and teas
enhanced with herbal ingredients, and Hydro, a line of all natural thirst
quenchers and two brewed sun teas for consumers with active lifestyles.
 
MISTIC
 
     Mistic markets and distributes a wide variety of premium beverages,
including fruit drinks, ready-to-drink teas, juices and flavored seltzers under
the Mistic, Mistic Rain Forest Nectars and Mistic Fruit Blast brand names. Since
acquiring Mistic in August 1995, we have introduced more than 35 new flavors, a
line of 100% fruit juices, various new bottle sizes and shapes and numerous new
package designs. In 1999, Mistic introduced Mistic Italian Ice Smoothies, a
smoothie-like beverage using the WhipperSnapple technology, and Sun Valley
Squeeze, a line of fruit flavored drinks packaged in a proprietary 20 ounce
bottle with dramatic graphics.
 
STEWART'S
 
     Cable Car markets and distributes Stewart's brand premium soft drinks,
including Root Beer, Orange N' Cream, Cream Ale, Ginger Beer, Creamy Style Draft
Cola, Classic Key Lime, Lemon
 
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Meringue, Cherries N' Cream and Grape. Cable Car holds the exclusive perpetual
worldwide license to manufacture, distribute and sell Stewart's brand beverages
and owns the Fountain Classics trademark. Through the fourth quarter of 1998,
Stewart's has experienced 25 consecutive quarters of double-digit percentage
case sales increases compared to the prior year's comparable quarter. We
acquired Cable Car in November 1997 and have grown Stewart's case sales by 17%
in 1998 over 1997 primarily by increasing penetration in existing markets,
entering new markets and continuing product innovation.
 
PREMIUM BEVERAGE BUSINESS STRATEGY
 
     Our business strategy for our premium beverage business is to:
 
      DEVELOP NEW PRODUCTS AND INNOVATIVE PACKAGING: During 1998, we introduced
      new platforms, such as WhipperSnapple, which is now available in eight
      flavors. We also introduced new products and flavors, including Lemonade
      Iced Tea and Diet Ruby Red. In April 1999, we introduced Snapple Elements
      and Hydro. We also intend to continue to develop innovative packaging like
      the 'swirl' bottle for WhipperSnapple and the carafe bottle for Mistic.
 
      INCREASE CONSUMER AWARENESS AND BRAND IMAGERY: We intend to continue to
      use innovative marketing and advertising to increase the visibility and
      image of our well known brands.
 
      CONTINUE TO EXPAND AND ENHANCE DISTRIBUTOR RELATIONSHIPS: We intend to
      focus our sales force to continue to improve relationships with
      distributors. We intend to continue to assist our distributors in
      developing local marketing promotion campaigns, training personnel and
      participating in local customer visits.
 
      EXPAND AND IMPROVE DISTRIBUTION: We plan to continue to expand in existing
      and new geographic markets and channels of trade, including selected
      international markets. We also plan to increase the rate at which we place
      cold drink equipment such as visicoolers in stores and other outlets. We
      currently own distributors in three of our largest markets and may explore
      the acquisition of distributors in other key markets to drive sales and
      improve focus on existing and new products.
 
      CONTROL PRODUCTION COSTS: We expect to continue to control production
      costs through favorable supply agreements for raw materials, flavors, and
      packaging. We have also introduced initiatives to further reduce costs and
      improve freight management.
 
      MINIMIZE CAPITAL EXPENDITURES: We plan to continue to minimize capital
      expenditures through the use of third party co-packers for production of
      our premium beverage products. We currently do not own any packing
      facilities or other significant manufacturing facilities.
 
      SELECTIVELY ACQUIRE BEVERAGE BRANDS: We may broaden our product offerings
      through selective premium beverage acquisitions.
 
PRODUCTS
 
     Our premium beverage products compete in a number of product categories,
including fruit flavored beverages, iced teas, lemonades, carbonated sodas, 100%
fruit juices, smoothies, nectars and flavored seltzers. These products are
generally available in the United States in some combination of 16 oz., 12 oz.
or 10 oz. glass bottles, 32 oz. or 20 oz. PET (plastic) bottles and 11.5 oz.
cans.
 
CO-PACKING ARRANGEMENTS
 
     More than 20 co-packers strategically located throughout the United States
produce our premium beverage products for us under formulation requirements and
quality control procedures that we specify. We select and monitor the producers
to ensure adherence to our production procedures. We regularly analyze samples
from production runs and conduct spot checks of production facilities. Triarc
Parent purchases most packaging and raw materials and arranges for their
shipment to our co-packers and bottlers. Our three largest co-packers accounted
for approximately 50% of our aggregate case production of premium beverages in
1998.
 
     Our contractual arrangements with our co-packers are typically for a fixed
term that is automatically renewable for successive one year periods. During the
term of the agreement, the co-
 
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<PAGE>
packer generally commits a specified amount of its monthly production capacity
to us. Snapple has committed to order guaranteed volumes under substantially all
of its contracts. If the volume actually ordered is less than the guaranteed
volume, Snapple is typically required to pay the co-packer the product of (1) an
amount per case specified in the agreement and (2) the difference between the
volume actually ordered and the guaranteed volume.
 
     At January 3, 1999, Snapple had reserves of approximately $4.6 million for
payments through 2000 under its long-term production contracts with co-packers.
We paid approximately $5.9 million under Snapple's take-or-pay agreements during
the seven months in 1997 that we owned Snapple and $11.3 million in 1998,
primarily related to obligations entered into by the prior owners of Snapple.
Mistic has committed to order a guaranteed volume in two instances and a
percentage of its products sold in a region in another instance. If the
guaranteed volume or percentage is not met, Mistic must make payments to
compensate for the difference. Cable Car has no agreements requiring it to make
minimum purchases. Because of these co-packing arrangements, we have generally
avoided significant capital expenditures or investments for bottling facilities
or equipment. Accordingly, our production related fixed costs have been minimal.
 
     We believe we have arranged for sufficient production capacity to meet our
1999 requirements and that, in general, the industry has excess production
capacity that we could use. We also expect that in 1999 we will meet
substantially all of our minimum production requirements under our co-packing
agreements.
 
RAW MATERIALS
 
     Triarc Parent purchases raw materials used in the preparation and packaging
of our premium beverage products and supplies them to our co-packers. Triarc
Parent has chosen, for quality control and other purposes, to purchase some raw
materials, including aspartame, on an exclusive basis from single suppliers,
although we believe that adequate sources of these raw materials are available
from multiple suppliers. Substantially all of our flavor requirements are
purchased from six suppliers. Triarc Parent purchases a significant portion of
our flavor requirements from one supplier which has been designated as its
preferred supplier of flavors. Triarc Parent purchases all of our glass bottles
from three suppliers, although one supplier has the right to supply up to 75% of
our requirements for some types of packaging, and one supplier has the right to
supply up to 95% of some of Cable Car's packaging requirements. In turn, Triarc
Parent sells to our beverage businesses, at cost, the raw materials, flavors and
glass bottles that it purchases from its suppliers. Since the acquisition of
Snapple, Triarc Parent has been negotiating and continues to negotiate, new
supply and pricing arrangements with its suppliers. We believe that, if
required, alternate sources of raw materials, flavors and glass bottles are
available.
 
DISTRIBUTION
 
     We currently sell our premium beverages through a network of distributors
that include specialty beverage, carbonated soft drink and licensed
beer/wine/spirits distributors. In addition, Snapple uses brokers for
distribution of some Snapple products in Florida and Georgia. We distribute our
products internationally primarily through one distributor in each country,
other than in Canada, where Perrier Group of Canada Ltd. is Snapple's master
distributor and where we also use brokers and direct account selling. We
typically grant distributors exclusive rights to sell Snapple, Mistic and/or
Stewart's products within a defined territory. We have written agreements with
distributors who represent approximately 70% of our volume. The agreements are
typically either for a fixed term renewable upon mutual consent or are
perpetual, and are terminable by us for cause, upon specified defaults or
failure to perform under the agreement. The distributor, though, may generally
terminate its agreement upon specified prior notice. Snapple owns two of its
largest distributors, Mr. Natural Inc., which distributes in the New York
Metropolitan area, and Pacific Snapple Distributors, Inc., which distributes in
parts of Southern California.
 
     We recently acquired Millrose Distributors, Inc. and the assets of
Mid-State Beverage, Inc., two distributors that distribute Snapple and Stewart's
products in parts of New Jersey. Before the
 
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acquisition, Millrose was the largest non-company owned Snapple distributor and
Mid-State was the second largest Stewart's distributor.
 
     No non-company owned distributor accounted for more than 5% of total case
sales in 1996, 1997 or 1998. We believe that we could find alternative
distributors if our relationships with our largest distributors were terminated.
 
     International sales accounted for less than 10% of our premium beverage
sales in each of 1996, 1997 and 1998. Since we acquired Snapple, Royal Crown's
international group has been responsible for the sales and marketing of our
premium beverages outside North America.
 
SALES AND MARKETING
 
     Snapple and Mistic have a combined sales and marketing staff. Cable Car has
its own sales and marketing staff. The sales forces are responsible for
overseeing sales to distributors, monitoring retail account performance and
providing sales direction and trade spending support. Trade spending includes
price promotions, slotting fees and local consumer promotions. The sales force
handles most accounts on a regional basis with the exception of large national
accounts, which are handled by a national accounts group. We combined the
Snapple/Mistic sales forces by geographic zones under the direction of Zone
Sales Vice Presidents, Division Managers, Regional Sales Managers and Trade
Development Managers. We organized Cable Car's sales force into two divisions.
Division Vice Presidents, Regional Sales Managers and District Sales Managers
manage each. We employed a sales and marketing staff, excluding that of
Snapple-owned distributors, of approximately 233 as of January 3, 1999.
 
     We intend to maintain consistent advertising campaigns for our brands as an
integral part of our strategy to stimulate consumer demand and increase brand
loyalty. In 1999, we plan to employ a combination of network advertising
complemented with local spot advertising in our larger markets. In most markets,
we expect to use television as the primary advertising medium and radio as the
secondary medium, although Mistic will use radio as its primary advertising
medium. We also employ outdoor, newspaper and other print media advertising, as
well as in-store point of sale promotions.
 
SOFT DRINK CONCENTRATES (ROYAL CROWN)
 
     Through Royal Crown Company, Inc., we participate in the approximately
$55.0 billion domestic retail carbonated soft drink market. Royal Crown produces
and sells concentrates used in the production of carbonated soft drinks. Royal
Crown sells these concentrates to independent, licensed bottlers who manufacture
and distribute finished beverage products domestically and internationally.
Royal Crown's products include: RC Cola, Diet RC Cola, Cherry RC Cola, RC Edge,
Diet Rite Cola, Diet Rite flavors, Nehi, Upper 10, and Kick. RC Cola is the
largest national brand cola available to the independent bottling system, which
consists of bottlers who do not bottle either Coca-Cola or Pepsi-Cola.
 
     Royal Crown is the exclusive supplier of cola concentrate and a primary
supplier of flavor concentrates to Cott Corporation, which, based on public
disclosures by Cott, is the largest supplier of premium retailer branded
beverages in the United States, Canada and the United Kingdom.
 
     We also sell our products internationally. Our international export
business has grown at an 18% compound annual growth rate over the five years
ended 1997, although growth slowed to 4% in 1998 due to adverse economic
conditions in some of our markets, especially Russia. Royal Crown's share of the
overall domestic carbonated soft drink market was approximately 1.7% in 1997
according to Beverage Digest/Maxwell estimates. During 1998, Royal Crown's soft
drink brands had approximately a 1.6% share of national supermarket volume.
 
SOFT DRINK CONCENTRATES BUSINESS STRATEGY
 
     Our business strategy for Royal Crown is to:
 
      ENHANCE OUR STRATEGIC RELATIONSHIP WITH COTT: We plan to expand our
      relationship with Cott by assisting in the development of new products and
      maintenance of quality control. Royal Crown is
 
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      Cott's exclusive worldwide supplier of cola concentrates for
      retailer-branded beverages in various containers. Royal Crown also
      supplies Cott with non-cola carbonated soft drink concentrates.
 
      CONTINUE THE EXPANSION OF OUR INTERNATIONAL EXPORT BUSINESS: We plan to
      continue to target international markets. Royal Crown's sales outside the
      United States were approximately 11.3% of its total revenues in 1998.
 
      FOCUS MARKETING RESOURCES: We plan to improve profitability by focusing
      our marketing resources in markets where our market share is strongest.
 
ROYAL CROWN'S BOTTLER NETWORK
 
     Royal Crown sells its flavoring concentrates for branded products to
independent licensed bottlers in the United States and 65 foreign countries,
including Canada. Consistent with industry practice, Royal Crown assigns each
bottler an exclusive territory for bottled and canned products within which no
other bottler may distribute Royal Crown branded soft drinks. As of January 3,
1999, Royal Crown products were packaged and/or distributed domestically by 150
licensees, covering 50 states and Puerto Rico. As of January 3, 1999, Royal
Crown's independent bottlers operated a total of 35 production centers under
108 production and distribution agreements and operated under 42
distribution-only agreements.
 
     Royal Crown enters into a license agreement with each of its bottlers which
it believes is comparable to those prevailing in the industry. The duration of
the license agreements varies, but Royal Crown may terminate any license
agreement if a bottler commits a material breach.
 
     Royal Crown's ten largest bottler groups accounted for approximately 79% of
Royal Crown's domestic revenues from concentrate for branded products during
1998. RC Chicago Bottling Group accounted for approximately 23% of Royal Crown's
domestic revenues from concentrate for branded products during 1998 and American
Bottling Company accounted for approximately 18% of these revenues during 1998.
Although we believe that Royal Crown could find new bottlers to license the RC
Cola brand to, in the short term Royal Crown's sales would decline if these
major bottlers stopped selling RC Cola brand products.
 
PRIVATE LABEL
 
     Royal Crown believes that private label sales through Cott represent an
opportunity to benefit from sales by retailers of store brands. Royal Crown's
private label sales began in late 1990. Unit sales of concentrate to Cott in
1998 decreased by 15% over sales in 1997 due primarily to inventory reduction
programs of Cott. Royal Crown's revenues from sales to Cott were approximately
12.6% of its total revenues in 1996, 15.8% in 1997 and 17.2% in 1998.
 
     Royal Crown sells concentrate to Cott under a concentrate supply agreement
signed in 1994. Under the Cott agreement:
 
          (1) Royal Crown is Cott's exclusive worldwide supplier of cola
              concentrates for retailer-branded beverages in various containers;
 
          (2) Cott must purchase from Royal Crown at least 75% of its total
              worldwide requirements for carbonated soft drink concentrates for
              beverages sold in the containers for which Royal Crown is the
              exclusive supplier of concentrates;
 
          (3) the initial term is 21 years and there are multiple six-year
              extensions; and
 
          (4) as long as Cott purchases a specified minimum number of units of
              private label concentrate in each year of the agreement, Royal
              Crown will not manufacture and sell private label carbonated soft
              drink concentrates to parties other than Cott anywhere in the
              world.
 
     In addition, Royal Crown supplies Cott with non-cola carbonated soft drink
concentrates. Through its private label program, Royal Crown develops new
concentrates specifically for Cott's private label accounts. The proprietary
formulae Royal Crown uses for this private label program are customer-specific
and differ from those of Royal Crown's branded products. Royal Crown works with
Cott to develop flavors according to each trade customer's specifications. Royal
Crown retains ownership of the
 
                                       54
 

<PAGE>

<PAGE>
formulae for the concentrates developed after the date of the Cott agreement,
except, in most cases, upon termination of the Cott agreement because of breach
or non-renewal by Royal Crown.
 
DISTRIBUTION
 
     Bottlers distribute finished soft drink products through the:
 
       take home channel -- consisting of supermarkets;
 
      convenience channel -- consisting of convenience stores and other small
      retailers;
 
      fountain/food service channel -- consisting of fountain syrup sales and
      restaurant single drink sales; and
 
      vending channel -- consisting of bottle and can sales through vending
      machines.
 
     Royal Crown's bottlers distribute their products primarily through the
take-home channel.
 
INTERNATIONAL
 
     Royal Crown's sales outside the United States were approximately 8.7% of
its total revenues in 1996, 10.9% in 1997 and 11.3% in 1998. Sales outside the
United States of branded concentrates were approximately 12.3% of Royal Crown's
total branded concentrate sales in 1996, 13.9% in 1997 and 13.6% in 1998. The
decreases in percentages for 1998 are mainly attributable to economic conditions
in Russia. As of January 3, 1999, 105 bottlers and 14 distributors sold Royal
Crown branded products outside the United States in 65 countries, with
international export sales in 1998 distributed among Canada (7.4%), Latin
America and Mexico (33.4%), Europe (16.0%), the Middle East/Africa (23.6%) and
the Far East/Pacific Rim (19.6%). While the financial and managerial resources
of Royal Crown have been focused on the United States, we believe significant
opportunities exist for Royal Crown in international markets. New bottlers were
added in 1998 to the following markets: Russia, Ukraine, Croatia, Latvia,
Brazil, Spain and Syria.
 
PRODUCT DEVELOPMENT AND RAW MATERIALS
 
     Royal Crown believes that it has a history as an industry leader in product
innovation. Royal Crown introduced the first national brand diet cola in 1961.
The Diet Rite flavors line was introduced in 1988 to complement the cola line
and to target the non-cola segment of the market, which has been growing faster
than the cola segment due to a consumer trend toward lighter beverages. In 1997,
Royal Crown introduced a new version of Diet Rite Cola and in 1998 Royal Crown
introduced two new Diet Rite flavors, Iced Mocha and Lemon Sorbet, and began to
use sucralose in Diet RC Cola.
 
     Flavoring ingredients and sweeteners are generally available on the open
market from several sources, although as noted above, Triarc Parent has agreed
to purchase some raw materials on an exclusive or preferred basis from single
suppliers.
 
FRANCHISE RESTAURANT SYSTEM
 
     Through the Arby's franchise business, we participate in the approximately
$100 billion quick service restaurant segment of the domestic restaurant
industry. Arby's, which will celebrate its 35th anniversary in 1999, enjoys a
high level of brand recognition. In 1998, Arby's had an estimated market share
of approximately 73% of the roast beef sandwich segment of the quick service
restaurant category. In addition to various slow-roasted roast beef sandwiches,
Arby's also offers a selected menu of chicken, turkey, ham and submarine
sandwiches, side-dishes and salads. Arby's also currently offers franchisees the
opportunity to multi-brand at Arby's locations with T.J. Cinnamon's products,
which are primarily gourmet cinnamon rolls, gourmet coffees and other related
products. Arby's expects to offer franchisees the opportunity to multi-brand
with Pasta Connection'TM' products, which are pasta dishes with a variety of
different sauces, after we complete the final stages of test marketing in 1999.
As of January 3, 1999, the Arby's restaurant system consisted of 3,135
franchised restaurants, of which 2,965 operate within the United States and 170
operate outside the United States. Of the domestic restaurants, approximately
300 are multi-branded locations that sell T.J. Cinnamons products.
 
                                       55
 

<PAGE>

<PAGE>
     Currently all of the Arby's restaurants are owned and operated by
franchisees. Because we own no restaurants, we avoid the significant capital
costs and real estate and operating risks associated with restaurant operations.
As a franchisor we receive franchise royalties from all Arby's restaurants and
up-front franchise fees from our restaurant operators for each new unit opened.
Our average franchise royalty rate in 1998 was 3.2% of franchise revenues, which
included royalties of 4% from most existing units and all new domestic units
opened.
 
     From 1996 to 1998, Arby's system-wide sales grew at a compound annual
growth rate of 6.1% to $2.2 billion. Through January 3, 1999, the Arby's system
has experienced eight consecutive quarters of domestic same store sales growth
compared to the prior year's comparable quarter. During 1998, our franchisees
opened 130 new Arby's and closed 87 underperforming Arby's. In addition, our
franchisees opened 199 multi-branded T.J. Cinnamons in Arby's units in 1998. As
of January 3, 1999, franchisees have committed to open up to 1,011 Arby's
restaurants over the next 12 years. See 'Risk Factors -- Arby's dependence on
restaurant revenues and openings means it can be adversely affected by matters
not in its control.'
 
     In May 1997, Arby's sold all of the stock of the two corporations owning
all of the 355 company-owned Arby's restaurants to RTM Inc., the largest
franchisee in the Arby's system. Arby's now derives its revenues from two
principal sources: (1) royalties from franchisees and (2) franchise fees. Before
this sale, Arby's primarily derived its revenues from sales at company-owned
restaurants.
 
ARBY'S RESTAURANTS
 
     Arby's opened its first restaurant in Youngstown, Ohio in 1964. As of
January 3, 1999, franchisees operated Arby's restaurants in 48 states and 10
foreign countries. As of January 3, 1999, the six leading states by number of
operating units were: Ohio, with 242 restaurants; Texas, with 174 restaurants;
Michigan, with 161 restaurants; Indiana, with 157 restaurants; California, with
156 restaurants; and Florida, with 151 restaurants. Canada is the country
outside the United States with the most operating units, with 118 restaurants.
 
     Arby's restaurants in the United States and Canada typically range in size
from 2,500 square feet to 3,000 square feet. Restaurants in other countries
typically are larger than U.S. and Canadian restaurants. Restaurants typically
have a manager, assistant manager and as many as 30 full and part-time
employees. Staffing levels, which vary during the day, tend to be heaviest
during the lunch hours.
 
     The following table sets forth the number of Arby's restaurants at the
beginning and end of each year from 1995 to 1998.
 
<TABLE>
<CAPTION>
                                                                      1995     1996      1997      1998
                                                                     ------    -----    ------    ------
<S>                                                                  <C>       <C>      <C>       <C>
Restaurants open at beginning of period...........................    2,790    2,955     3,030     3,092
Restaurants opened during period..................................      222      132       125       130
Restaurants closed during period..................................       57       57        63        87
                                                                     ------    -----    ------    ------
Restaurants open at end of period.................................    2,955    3,030     3,092     3,135
                                                                     ------    -----    ------    ------
                                                                     ------    -----    ------    ------
</TABLE>
 
Since January 1, 1995, 609 new Arby's restaurants were opened and 264
underperforming Arby's restaurants have closed. We believe that this has
contributed to the average annual unit volume increase of the Arby's system, as
well as to an improvement of the overall brand image of Arby's.
 
FRANCHISE NETWORK
 
     At January 3, 1999, 530 Arby's franchisees operated 3,135 separate
restaurants. The initial term of the typical 'traditional' franchise agreement
is 20 years. Arby's does not offer any financing arrangements to its
franchisees.
 
     Arby's franchisees opened 15 new restaurants outside of the United States
during 1998. Arby's also has territorial agreements with international
franchisees in five countries at January 3, 1999. Under the terms of these
territorial agreements, many of the international franchisees have the exclusive
right to open Arby's restaurants in specific regions or countries. Arby's
management expects that future
 
                                       56
 

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<PAGE>
international franchise agreements will more narrowly limit the geographic
exclusivity of the franchisees and prohibit sub-franchise arrangements.
 
     Arby's offers franchises for the development of both single and multiple
'traditional' restaurant locations. All franchisees are required to execute
standard franchise agreements. Arby's standard U.S. franchise agreement
currently requires an initial $37,500 franchise fee for the first franchised
unit and $25,000 for each subsequent unit and a monthly royalty payment equal to
4.0% of restaurant sales for the term of the franchise agreement. Because of
lower royalty rates still in effect under earlier agreements, the average
royalty rate paid by franchisees was 3.2% during each of 1997 and 1998.
Franchisees typically pay a $10,000 commitment fee, credited against the
franchise fee referred to above, during the development process for a new
restaurant.
 
     Franchised restaurants are required to be operated under uniform operating
standards and specifications relating to the selection, quality and preparation
of menu items, signage, decor, equipment, uniforms, suppliers, maintenance and
cleanliness of premises and customer service. Arby's continuously monitors
franchisee operations and inspects restaurants periodically to ensure that
company practices and procedures are being followed.
 
FRANCHISE RESTAURANT SYSTEM BUSINESS STRATEGY
 
     Our business strategy for Arby's is to:
 
      INCREASE ANNUAL UNIT VOLUME: We have four primary strategies to help
      franchisees increase annual unit volumes.
 
      (1) We will continue to support Arby's position as a 'Cut Above' brand
      through programs focusing on quality food, customer service, and
      facilities and building designs.
 
      (2) We will drive consumer awareness and loyalty by facilitating quality
      marketing.
 
      (3) Because lunch customers account for the majority of sales at Arby's
      restaurants, we will continue to expand breakfast and dinner offerings
      through T.J. Cinnamons and Pasta Connection'TM' and potentially through
      additional complementary multi-branding opportunities.
 
      (4) We will continue to promote Arby's openings in high quality locations.
 
      CONTINUE TO STRENGTHEN FRANCHISE RELATIONSHIPS: Since we sold all of our
      restaurants in May 1997, we have focused on improving the Arby's franchise
      system. For example, we have established third-party preferred financing
      arrangements for our franchisees during 1998. We have also formed several
      franchisee advisory councils to obtain feedback from franchisees about
      operations, technology, training, building and equipment, finance, and
      public relations and have involved franchisees in planning the strategic
      direction for Arby's.
 
      EXPAND BRAND DISTRIBUTION: We will continue our efforts to expand the
      Arby's system through well capitalized and experienced franchisees that
      commit to open multiple Arby's. We will also continue to explore
      alternative locations, including airports, school cafeterias and hospitals
      and pursue selective international growth.
 
      SELECTIVELY ACQUIRE NEW BRANDS: We plan to evaluate new brands to acquire
      to which we could apply our successful franchising strategy.
 
ADVERTISING AND MARKETING
 
     The Arby's system through its franchisees advertises primarily through
regional television, radio and newspapers. Payment for advertising time and
space is made by local advertising cooperatives in which owners of local
franchised restaurants participate. Franchisees have contributed .7% of net
sales to the Arby's Franchise Association, which produces advertising and
promotion materials for the system. Each franchisee is also required to spend a
reasonable amount, but not less than 3% of its monthly net sales, for local
advertising. This amount is divided between the franchisee's individual local
market advertising expense and the expenses of a cooperative area advertising
program with other franchisees who are operating Arby's restaurants in that
area. Contributions to the cooperative area advertising program are determined
by the participants in the program and are generally in the range of
 
                                       57
 

<PAGE>

<PAGE>
3% to 5% of monthly net sales. As a result of the sale of company-owned
restaurants to RTM in May 1997, Arby's no longer has any expenditures for
advertising and marketing in support of company-owned restaurants, as compared
to approximately $9.0 million in 1997 and $25.8 million in 1996.
 
QUALITY ASSURANCE
 
     Arby's has developed a quality assurance program designed to maintain
standards and uniformity of the menu selections at each of its franchised
restaurants. Arby's assigns a full-time quality assurance employee to each of
the five independent processing facilities that processes roast beef for Arby's
domestic restaurants. The quality assurance employee inspects the roast beef for
quality and uniformity. In addition, a laboratory at Arby's headquarters tests
samples of roast beef periodically from franchisees. Each year, Arby's
representatives conduct unannounced inspections of operations of a number of
franchisees to ensure that Arby's policies, practices and procedures are being
followed. Arby's field representatives also provide a variety of on-site
consultative services to franchisees. Arby's has the right to terminate
franchise agreements if franchisees fail to comply with quality standards.
 
PROVISIONS AND SUPPLIES
 
     Five independent meat processors provide all of Arby's roast beef in the
United States. Franchise operators are required to obtain roast beef from one of
the five approved suppliers. ARCOP, Inc., a non-profit purchasing cooperative,
negotiates contracts with approved suppliers on behalf of Arby's franchisees.
Arby's believes that satisfactory arrangements could be made to replace any of
the current roast beef suppliers, if necessary, on a timely basis.
 
     Franchisees may obtain other products, including food, beverage,
ingredients, paper goods, equipment and signs, from any source that meets Arby's
specifications and approval. Through ARCOP, Arby's franchisees purchase food,
proprietary paper and operating supplies through national contracts employing
volume purchasing.
 
TRADEMARKS
 
     We own numerous trademarks that are considered material to our business,
including Snapple, Made From The Best Stuff On Earth, WhipperSnapple, Snapple
Farms, Snapple Refreshers, Snapple Elements, Snapple Hydro, Mistic, Mistic Rain
Forest Nectars, Fountain Classics, Mistic Italian Ice Smoothies, Sun Valley
Squeeze, RC Cola, Diet RC, Cherry RC Cola, RC Edge, Royal Crown, Diet Rite,
Nehi, Upper 10, Kick, Arby's, and T.J. Cinnamons. Mistic licenses the Fruit
Blast trademark. Cable Car licenses the Stewart's trademark on an exclusive
perpetual basis for soft drinks and considers it to be material to its business.
In addition, we consider our finished product and concentrate formulae, which
are not the subject of any patents, to be trade secrets.
 
     Many of our material trademarks are registered trademarks in the U.S.
Patent and Trademark Office and various foreign jurisdictions. Registrations for
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. We have not been challenged in our right to use
any of our material trademarks in the United States.
 
COMPETITION
 
BEVERAGES
 
     Our premium beverage products and soft drink concentrate products compete
generally with all liquid refreshments and in particular with numerous
nationally-known soft drinks, including Coca-Cola and Pepsi-Cola. We also
compete with ready to drink brewed iced tea competitors, including Nestea Iced
Tea, which is produced under a long-term license granted by Nestle S.A. to The
Coca-Cola Company, and Lipton Original Iced Tea, which is distributed by a joint
venture between PepsiCo, Inc. and Thomas J. Lipton Company, a subsidiary of
Unilever Plc. We compete with other beverage companies not only for consumer
acceptance but also for shelf space in retail outlets and for marketing focus by
distributors, most of which also distribute other beverage brands. The principal
methods of
 
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<PAGE>
competition in the beverage industry include product quality and taste, brand
advertising, trade and consumer promotions, marketing agreements including
calendar marketing agreements, pricing, packaging and the development of new
products.
 
     In recent years, the soft drink and restaurant businesses have experienced
increased price competition resulting in significant price discounting
throughout these industries. Price competition has been especially intense with
respect to sales of soft drink products in supermarkets. This is the result of
bottlers, in particular, competitive cola bottlers, granting significant
discounts and allowances off wholesale prices 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, these practices, if continued, could have an adverse impact on us.
 
     The Coca-Cola Company and PepsiCo, Inc. are also making increased use of
exclusionary marketing agreements which prevent or limit the marketing and sale
of competitive beverage products at various locations, including colleges,
schools, and convenience and grocery store chains.
 
FRANCHISE RESTAURANT SYSTEM
 
     Arby's faces direct and indirect competition from numerous well-established
competitors, including national and regional fast food chains, for example,
McDonald's, Burger King and Wendy's. In addition, Arby's competes with locally
owned restaurants, drive-ins, diners and other similar establishments. Key
competitive factors in the quick service restaurant industry are price, quality
of products, quality and speed of service, advertising, name identification,
restaurant location and attractiveness of facilities.
 
     Many of the leading restaurant chains have focused on new unit development
as one strategy to increase market share through increased consumer awareness
and convenience. This has led operators to employ other strategies, including
frequent use of price promotions and heavy advertising expenditures.
 
     Additional competitive pressures for prepared food purchases have come more
recently from operators outside the restaurant industry. Several major grocery
chains have begun offering fully prepared food and meals to go as part of their
deli sections. Some of these chains also have added in-store cafes with service
counters and tables where consumers can order and consume a full menu of items
prepared especially for this portion of the operation.
 
     Many of our competitors have substantially greater financial, marketing,
personnel and other resources than we do.
 
GOVERNMENTAL REGULATIONS
 
     The production and marketing of our beverages are governed by the rules and
regulations of various federal, state and local agencies, including the United
States Food and Drug Administration. The Food and Drug Administration also
regulates the labeling of our products. In addition, our dealings with our
bottlers and/or distributors may, in some jurisdictions, be governed by state
laws governing licensor-licensee or distributor relationships.
 
     Various state laws and the Federal Trade Commission regulate Arby's
franchising activities. The Federal Trade Commission requires that franchisors
make extensive disclosure to prospective franchisees before the execution of a
franchise agreement. Several states require registration and disclosure in
connection with franchise offers and sales and have 'franchise relationship
laws' that limit the ability of franchisors to terminate franchise agreements or
to withhold consent to the renewal or transfer of these agreements. In addition,
national, state and local laws affect Arby's ability to provide financing to
franchisees. In addition, Arby's franchisees must comply with the Fair Labor
Standards Act and the Americans with Disabilities Act, which requires that all
public accommodations and commercial facilities meet federal requirements
related to access and use by disabled persons, and various state laws governing
matters that include, for example, minimum wages, overtime and other working
conditions.
 
     We are not aware of any pending legislation that is likely to have a
material adverse effect on our operations. We believe that the operations of our
subsidiaries comply substantially with all applicable governmental rules and
regulations.
 
                                       59
 

<PAGE>

<PAGE>
ENVIRONMENTAL MATTERS
 
     We are governed by federal, state and local environmental laws and
regulations concerning the discharge, storage, handling and disposal of
hazardous or toxic substances. These laws and regulations provide for
significant fines, penalties and liabilities, sometimes without regard to
whether the owner or operator of the property knew of, or was responsible for,
the release or presence of the hazardous or toxic substances. In addition, third
parties may make claims against owners or operators of properties for personal
injuries and property damage associated with releases of hazardous or toxic
substances. We cannot predict what environmental legislation or regulations will
be enacted in the future or how existing or future laws or regulations will be
administered or interpreted. We similarly cannot predict the amount of future
expenditures which may be required to comply with any environmental laws or
regulations or to satisfy any claims relating to environmental laws or
regulations. We believe that our operations comply substantially with all
applicable environmental laws and regulations. Based on currently available
information and the current reserve levels, we do not believe that the ultimate
outcome of any of the matters discussed below will have a material adverse
effect on our consolidated financial position or results of operations. Please
refer to the section in this prospectus entitled 'Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources.'
 
     In 1993, Royal Crown became aware of possible contamination from
hydrocarbons in groundwater at two closed facilities. In 1994, hydrocarbons were
discovered in the groundwater at a former Royal Crown distribution site in
Miami, Florida. Remediation has been continuing at this site, and management
estimates that total remediation costs in excess of amounts incurred through
January 3, 1999 will be approximately $28,600 depending on the actual extent of
the contamination. Additionally, in 1994 the Texas Natural Resources
Conservation Commission approved the remediation of hydrocarbons in the
groundwater by Royal Crown at its former distribution site in San Antonio,
Texas. Remediation has been continuing at this site, and the March 26, 1999
quarterly ground water sampling indicated that all contaminants are below
detection limits. The State will agree to closure of this site after two
consecutive successful quarterly sampling events, with the system shut down.
Operation of the system was therefore terminated on April 9, 1999. Costs related
to quarterly sampling and decommissioning of the site are estimated at $24,400.
Royal Crown has incurred actual costs of $889,000 in the aggregate, through
April 3, 1999 for these matters.
 
SEASONALITY
 
     Our beverage and restaurant businesses are seasonal. In our beverage
business, the highest revenues occur during the spring and summer, April through
September. Accordingly, our second and third quarters reflect the highest
revenues, and our first and fourth quarters have lower revenues, from our
beverage business. The royalty revenues of our restaurant business are somewhat
higher in our fourth quarter and somewhat lower in our first quarter.
Accordingly, combined revenues will generally be highest during the second and
third quarters of each year.
 
EMPLOYEES
 
     As of January 3, 1999, we had approximately 919 employees, including 787
salaried employees and 132 hourly employees. We believe that employee relations
are satisfactory. As of January 3, 1999, approximately 47 of our employees were
covered by various collective bargaining agreements expiring from time to time
from the present through January 2002.
 
PROPERTIES
 
     We believe that our properties, taken as a whole, are generally well
maintained and are adequate for our current and foreseeable business needs. We
lease a majority of our properties.
 
                                       60
 

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<PAGE>
     The following table describes information about the major plants and
facilities of each of our business segments, as well as our corporate
headquarters, as of April 4, 1999:
 
<TABLE>
<CAPTION>
                                                                                   APPROXIMATE
                                                                                     SQ. FT.
                                                                          LAND      OF FLOOR
         ACTIVE FACILITIES                  FACILITIES-LOCATION          TITLE        SPACE
------------------------------------   ------------------------------   --------   -----------
<S>                                    <C>                              <C>        <C>
Beverages...........................   Concentrate Mfg: Columbus, GA    1 owned      216,000
                                         (including office)
                                       Beverage Group Headquarters      1 leased      53,600
                                         White Plains, NY
                                       Cable Car Headquarters           1 leased       4,200
                                         Denver, CO
                                       Office/Warehouse Facilities      7 leased     656,000*
                                         (various locations)
Restaurants.........................   Restaurant Group Headquarters    1 leased      47,300**
                                         Ft. Lauderdale, FL
</TABLE>
 
------------
 
*  Includes 180,000 square feet of warehouse space that is subleased to a third
   party.
 
** Royal Crown subleases approximately 3,500 square feet of this space from
   Arby's.
 
                            ------------------------
 
     Arby's also owns four and leases 11 properties which are leased or sublet
principally to franchisees and has leases for nine inactive properties. Our
other subsidiaries also own or lease a few inactive facilities and undeveloped
properties, none of which are material to our financial condition or results of
operations.
 
     Substantially all of the properties used in the beverage business are
pledged as collateral under secured debt arrangements and will continue to be
pledged after the offering to secure the credit facility. One property that
Arby's owns will be pledged to secure our credit facility. You should refer to
the section in this prospectus entitled 'Description of Indebtedness -- Credit
Facility.'
 
LEGAL PROCEEDINGS
 
     In October 1997, Mistic commenced an action against Universal Beverages
Inc., a former Mistic co-packer, Leesburg Bottling & Production, Inc., an
affiliate of Universal, and Jonathan O. Moore, an individual affiliated with the
defendants, in the Circuit Court for Duval County, Florida. The action, which
was subsequently amended to add additional defendants, seeks, among other
things, damages arising out of the fraudulent disposition of raw materials,
finished product and equipment owned by Mistic. In their answer, counterclaim
and third party complaint, some defendants have alleged various causes of action
against Mistic, Snapple and Triarc Parent. These defendants seek damages of $6
million relating to an alleged oral agreement by Snapple and Mistic to have
Universal and/or Leesburg manufacture Snapple and Mistic products, and also
allege fraud in the inducement and negligent misrepresentation. These defendants
also seek to recover various amounts totaling approximately $440,000 allegedly
owed to Universal for co-packing and other services rendered. Mistic, Snapple
and Triarc Parent vigorously deny and are defending against the allegations
contained in defendants' counterclaim. Discovery is proceeding in this action.
 
     On February 19, 1996, Arby's Restaurants S.A. de C.V., the master
franchisee of Arby's in Mexico, commenced an action in the civil court of Mexico
against Arby's for breach of contract. The plaintiff alleged that a non-binding
letter of intent dated November 9, 1994 between the plaintiff and Arby's
constituted a binding contract under which Arby's had obligated itself to
repurchase the master franchise rights from the plaintiff for $2.85 million and
that Arby's had breached a master development agreement between the plaintiff
and Arby's. Arby's commenced an arbitration proceeding since the franchise and
development agreements each provided that all disputes arising under those
agreements were to be resolved by arbitration. In September 1997, the arbitrator
ruled that the November 9, 1994 letter of intent was not a binding contract and
the master development agreement was properly
 
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<PAGE>
terminated. The plaintiff challenged the arbitrator's decision and in March
1998, the civil court of Mexico ruled that the November 9, 1994 letter of intent
was a binding contract and ordered Arby's to pay the plaintiff $2.85 million,
plus interest and value added tax. In May 1997, the plaintiff commenced an
action against Arby's in the United States District Court for the Southern
District of Florida alleging that Arby's had engaged in fraudulent negotiations
with the plaintiff in 1994-1995 to force the plaintiff to sell the master
franchise rights for Mexico to Arby's cheaply and Arby's had tortiously
interfered with an alleged business opportunity that the plaintiff had with a
third party. Arby's has moved to dismiss that action. The parties have agreed to
settle all the litigation including the Mexican court case to avoid the expense
of continuing litigation and on December 4, 1998 entered into an agreement under
which Arby's deposited $1.65 million in escrow. Under the terms of the escrow
agreement, the funds will be released to the plaintiff if by July 1, 1999 a
definitive settlement agreement has been executed by the parties and, if
necessary, approved by a Mexican court presiding over the plaintiff's suspension
of payments proceeding. If the definitive settlement agreement has not been
executed by July 1, 1999, the escrowed funds will be returned to Arby's. During
the pendency of the escrow arrangement, the parties will stay all proceedings in
the United States and, to the extent possible, not pursue the proceedings in
Mexico.
 
     Other matters have arisen in the ordinary course of our business and it is
our opinion that the outcome of any of these matters will not have a material
adverse effect on our financial condition or results of operations.
 
                                       62


<PAGE>

<PAGE>
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     Our executive officers and managers are as follows.
 
<TABLE>
<CAPTION>
NAME                                         AGE                       OFFICE OR POSITION HELD
------------------------------------------   ---   ---------------------------------------------------------------
<S>                                          <C>   <C>
Nelson Peltz..............................   56    Manager; Chairman and Chief Executive Officer
Peter May.................................   56    Manager; President and Chief Operating Officer
John L. Barnes, Jr........................   51    Manager; Executive Vice President and Chief Financial Officer
Eric D. Kogan.............................   35    Manager; Executive Vice President -- Corporate Development
Brian L. Schorr...........................   40    Manager; Executive Vice President, General Counsel and
                                                   Assistant Secretary
Curtis S. Gimson..........................   43    Member of the Office of the Chief Executive, Senior Vice
                                                   President and General Counsel of the Triarc Restaurant Group
Michael C. Howe...........................   45    Member of the Office of the Chief Executive and Senior Vice
                                                   President, Operations of the Triarc Restaurant Group
Kenneth L. Johnston.......................   44    Member of the Office of the Chief Executive and Senior Vice
                                                   President, Business Development of the Triarc Restaurant Group
Kenneth A. Thomas.........................   45    Member of the Office of the Chief Executive, Senior Vice
                                                   President and Chief Financial Officer of the Triarc Restaurant
                                                   Group
John T.A. Vanderslice.....................   38    Member of the Office of the Chief Executive and Senior Vice
                                                   President, T.J. Cinnamons of the Triarc Restaurant Group
Michael Weinstein.........................   50    Chief Executive Officer of the Triarc Beverage Group
Ernest J. Cavallo.........................   65    President and Chief Operating Officer of the Triarc Beverage
                                                   Group
John L. Belsito...........................   38    Senior Vice President of the Triarc Beverage Group and
                                                   President of Royal Crown Company, Inc.
Francis T. McCarron.......................   42    Senior Vice President -- Taxes
Anne A. Tarbell...........................   40    Senior Vice President -- Corporate Communications and Investor
                                                   Relations
Stuart I. Rosen...........................   39    Vice President and Associate General Counsel, and Secretary
Fred H. Schaefer..........................   54    Vice President and Chief Accounting Officer
</TABLE>
 
     Nelson Peltz. Mr. Peltz has been a manager and Chairman and Chief Executive
Officer of Triarc Consumer Products Group since its formation. Mr. Peltz has
been a director and Chairman and Chief Executive Officer of Triarc Parent since
April 1993. Since then, he has also been a director and Chairman of the Board
and Chief Executive Officer of several of Triarc Parent's subsidiaries, and a
director and, since April 1997, Chairman of the Board, of National Propane
Corporation, the managing general partner of National Propane Partners, L.P., a
distributor of liquefied petroleum gas. He is also a general partner of DWG
Acquisition Group, L.P., whose principal business is ownership of securities of
Triarc Parent. From its formation in January 1989 to April 1993, Mr. Peltz was
Chairman and Chief Executive Officer of Trian Group, Limited Partnership, which
provided investment banking and management services for entities controlled by
Mr. Peltz and Mr. May. From 1983 to December 1988, he was Chairman and Chief
Executive Officer and a director of Triangle Industries, Inc., which, through
wholly owned subsidiaries, was, at that time, a manufacturer of packaging
products, copper electrical wire and cable and steel conduit and currency and
coin handling products.
 
     Peter W. May. Mr. May has been a manager and President and Chief Operating
Officer of Triarc Consumer Products Group since its formation. Mr. May has been
a director and President and Chief Operating Officer of Triarc Parent since
April 1993. Since then, he has also been a director and
 
                                       63
 

<PAGE>

<PAGE>
President and Chief Operating Officer of several Triarc Parent's subsidiaries
and a director and, since April 1997, Vice Chairman of the Board, of National
Propane Corporation. He is also a general partner of DWG Acquisition. From its
formation in January 1989 to April 1993, Mr. May was President and Chief
Operating Officer of Trian Group. He was President and Chief Operating Officer
and a director of Triangle Industries from 1983 until December 1988.
 
     John L. Barnes, Jr. Mr. Barnes has been a manager and Executive Vice
President and Chief Financial Officer of Triarc Consumer Products Group since
its formation. Mr. Barnes has been Executive Vice President and Chief Financial
Officer of Triarc Parent since March 10, 1998 and previously was Senior Vice
President and Chief Financial Officer of Triarc Parent since August 1996. From
April 1996 to August 1996, Mr. Barnes was a Senior Vice President of Triarc
Parent. Before April 1996, Mr. Barnes had served as Executive Vice President and
Chief Financial Officer of Graniteville Company, which had been owned by Triarc
Parent until April 1996, for more than five years.
 
     Eric D. Kogan. Mr. Kogan has been a manager and Executive Vice President
Corporate Development of Triarc Consumer Products Group since its formation. Mr.
Kogan has been Executive Vice President -- Corporate Development of Triarc
Parent since March 10, 1998 and previously was Senior Vice
President -- Corporate Development of Triarc Parent since March 1995. Before
March 1995, Mr. Kogan was Vice President -- Corporate Development of Triarc
Parent since April 1993. Before joining Triarc Parent, Mr. Kogan was a Vice
President of Trian Group from September 1991 to April 1993 and an associate in
the mergers and acquisitions group of Farley Industries, an industrial holding
company, from 1989 to August 1991.
 
     Brian L. Schorr. Mr. Schorr has been a manager and Executive Vice President
and General Counsel of Triarc Consumer Products Group since its formation. Mr.
Schorr has been Executive Vice President and General Counsel of Triarc Parent
and several of its subsidiaries since June 1994. Previously, Mr. Schorr was a
partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm which he joined
in 1982 and from June 1994 through April 1995 he was Of Counsel to that firm in
connection with limited liability company and limited liability partnership
matters. That firm provides legal services to Triarc Parent and its
subsidiaries.
 
     Curtis S. Gimson. Mr. Gimson has been a member of the Office of the Chief
Executive of the Triarc Restaurant Group since April 1999. Mr. Gimson has also
served as the Senior Vice President and General Counsel of the Triarc Restaurant
Group since 1997. From 1994 to 1997, Mr. Gimson served as the General Counsel of
Royal Crown. Previously, Mr. Gimson worked for a decade with Triangle Industries
and its affiliates in a variety of legal positions.
 
     Michael C. Howe. Mr. Howe has been a member of the Office of the Chief
Executive of the Triarc Restaurant Group since April 1999. Mr. Howe has also
served as the Senior Vice President, Operations of the Triarc Restaurant Group
since 1997. From 1995 to 1997, Mr. Howe served in various senior capacities for
the Triarc Restaurant Group. From 1993 to 1995, Mr. Howe served in various
senior capacities at KFC International, including Vice President, Restaurant
Services and Support during 1995.
 
     Kenneth L. Johnston. Mr. Johnston has been a member of the Office of the
Chief Executive of the Triarc Restaurant Group since April 1999. Mr. Johnston
has also served as the Senior Vice President, Business Development of the Triarc
Restaurant Group since 1997. Mr. Johnston joined the Triarc Restaurant Group in
1995 and served as Vice President of Human Resources for approximately nine
months before service as Divisional Vice President. From 1992 to 1995, Mr.
Johnston was Regional Human Resources Vice President for KFC-Canada.
 
     Kenneth A. Thomas. Mr. Thomas has been a member of the Office of the Chief
Executive of the Triarc Restaurant Group since April 1999. Mr. Thomas has also
served as the Senior Vice President and Chief Financial Officer of the Triarc
Restaurant Group since 1997. From 1993 to 1997, Mr. Thomas was the Chief
Financial Officer of Royal Crown.
 
     John T.A. Vanderslice. Mr. Vanderslice has been a member of the Office of
the Chief Executive of the Triarc Restaurant Group since April 1999. Mr.
Vanderslice has also served as the Senior Vice President, T.J. Cinnamons of the
Triarc Restaurant Group since 1997. From 1995 to 1997, Mr. Vanderslice was the
Vice President/General Manager of Multi-Branding of the Triarc Restaurant
 
                                       64
 

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<PAGE>
Group. Previously, Mr. Vanderslice was the Vice President of Brand Development
of the Triarc Restaurant Group from 1994 to 1995.
 
     Michael Weinstein. Mr. Weinstein has been Chief Executive Officer of the
Triarc Beverage Group and Royal Crown since October 1996. Mr. Weinstein has also
served as Chief Executive Officer of Snapple since it was acquired by Triarc
Parent in May 1997 and of Mistic since it was acquired by Triarc Parent in
August 1995. Before August 1995, he was president of Liquid Logic, a private
beverage consulting business he founded in 1994. From 1981 until the end of
1993, he served in various executive capacities at A&W Brands, Inc., lastly as
President/Chief Operating Officer. From 1978 to 1981, he was a Vice President at
Kenyon & Eckhardt Advertising. He began his career at Pepsi-Cola Company, where
he held various sales and marketing positions from 1972 to 1978.
 
     Ernest J. Cavallo. Mr. Cavallo has served as President and Chief Operating
Officer of the Triarc Beverage Group since April 1997 and of Snapple since May
1997. Mr. Cavallo has also served as President of Mistic since August 1995 and
as the Chief Operating Officer of Mistic since November 1996. From August 1995
to November 1996, Mr. Cavallo served as Chief Financial Officer of Mistic. From
June 1994 until August 1995, Mr. Cavallo was Senior Vice President and Chief
Financial Officer of Joseph Victori Wines, the predecessor company of Mistic.
From 1985 to 1994, Mr. Cavallo served in various positions with A&W Brands,
Inc., including three years as Executive Vice President and Chief Financial
Officer. From 1976 to 1985, Mr. Cavallo was an officer and Assistant Comptroller
with Exxon Corporation and from 1971 to 1976, Mr. Cavallo was a management
consultant with KPMG Peat Marwick.
 
     John L. Belsito. Mr. Belsito has been Senior Vice President of the Triarc
Beverage Group and President of Royal Crown since August 1998. Before 1998, Mr.
Belsito served as Vice President -- Corporate Development of Cadbury Beverages
Inc. From 1995 to 1997, he served as Senior Vice President -- Franchising of Dr
Pepper/7-Up Inc. From 1994 to 1995, Mr. Belsito served as Vice
President -- Franchising of Cadbury Beverages, North America. From 1993 to 1994,
he served as Vice President -- Field Marketing at Schweppes USA.
 
     Francis T. McCarron. Mr. McCarron has been Senior Vice President -- Taxes
of Triarc Consumer Products Group since its formation. Mr. McCarron has been
Senior Vice President -- Taxes of Triarc Parent since April 1993. He has also
been Senior Vice President -- Taxes of several of Triarc Parent's subsidiaries,
since April 1993. Previously, he was Vice President -- Taxes of Trian Group from
its formation in January 1989 to April 1993. He joined Triangle Industries in
February 1987 and served as Director of Tax Planning & Research until December
1988.
 
     Anne A. Tarbell. Ms. Tarbell has been Senior Vice President -- Corporate
Communications and Investor Relations of Triarc Consumer Products Group since
its formation. Ms. Tarbell has been Senior Vice President -- Corporate
Communications of Triarc Parent since May 1998. From June 1995 to April 1998,
Ms. Tarbell was Vice President and Director -- Investor Relations of ITT
Corporation and served as Assistant Director -- Investor Relations of ITT
Corporation from August 1991 to May 1995. Ms. Tarbell also served as Vice
President and Director -- Investor Relations of Chemical Banking Corporation
from February 1988 to July 1991.
 
     Stuart I. Rosen. Mr. Rosen has been Vice President and Associate General
Counsel, and Secretary of Triarc Consumer Products Group since its formation.
Mr. Rosen has been Vice President and Associate General Counsel, and Secretary
of Triarc Parent and several of its subsidiaries since August 1994. Previously,
he was associated with Paul, Weiss, Rifkind, Wharton & Garrison since 1985.
 
     Fred H. Schaefer. Mr. Schaefer has been Vice President and Chief Accounting
Officer of Triarc Consumer Products Group since its formation. Mr. Schaefer has
been Vice President and Chief Accounting Officer of Triarc Parent since April
1993. He has also been Vice President and Chief Accounting Officer of several of
Triarc Parent's subsidiaries, since April 1993. Previously, he was Vice
President and Chief Accounting Officer of Trian Group from its formation in
January 1989 to April 1993. Mr. Schaefer joined Triangle Industries in 1980 and
served in various capacities in the accounting department, including Vice
President -- Financial Reporting, until December 1988.
 
     The term of office of each manager is until his or her successor is elected
and qualified or until his or her prior death, resignation or removal. The term
of office of each executive officer is until the
 
                                       65
 

<PAGE>

<PAGE>
organizational meeting of the board of managers next succeeding that officer's
election and until his or her successor is elected and qualified or until his or
her prior death, resignation or removal.
 
AGREEMENTS REGARDING BOARD OF DIRECTORS POSITIONS
 
     The employment agreements that Michael Weinstein and Ernest Cavallo are
parties to provide that Snapple shall take steps so that Mr. Weinstein or Mr.
Cavallo, as the case may be, will be elected as a member of the board of
directors of Triarc Beverage Holdings as long as (1) Triarc Beverage Holdings,
Snapple and Mistic remain separate legal entities and (2) Mr. Weinstein or Mr.
Cavallo, as the case may be, remains an employee of Snapple and an officer of
Triarc Beverage Holdings and Mistic.
 
EXECUTIVE COMPENSATION
 
     All of our executive officers and managers are compensated directly by us
or our subsidiaries under existing employment arrangements or agreements except
for Messrs. Peltz, May, Barnes, Kogan, Schorr, McCarron, Rosen and Schaefer and
Ms. Tarbell. These named persons will be compensated by Triarc Parent for
services provided to Triarc Parent under existing employment arrangements or
agreements with Triarc Parent and will receive no additional cash compensation
from us or any of our subsidiaries. Triarc Parent will provide the services of
those persons to us for a fee under two management services agreements that we
have entered into with it. See 'Certain Relationships and Related
Transactions -- Management Services Agreements.' In addition, some members of
our management and our subsidiaries' management, including the persons mentioned
above, are participants in the Triarc Beverage Holdings Corp. 1997 Stock Option
Plan in recognition of services performed by those persons for the Triarc
Beverage Group and may be eligible in the future to participate in plans
involving the equity of our subsidiaries.
 
     The following table provides compensation information for our Chief
Executive Officer, our President and Chief Operating Officer and the four other
executive officers who were the most highly compensated for our fiscal year
ended January 3, 1999. These officers are referred to as named executive
officers. All of the information described in this table reflects compensation
earned by the named executive officers for services rendered to Triarc Parent
and its subsidiaries.
 
                                       66
 

<PAGE>

<PAGE>
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                               LONG TERM COMPENSATION
                                                                                     -------------------------------------------
                                                                                        AWARDS
                                                ANNUAL COMPENSATION                  ------------
                                   ----------------------------------------------     SECURITIES       PAYOUTS
                                                                     OTHER ANNUAL     UNDERLYING     -----------     ALL OTHER
                                                                     COMPENSATION    OPTIONS/SARS       LTIP        COMPENSATION
  NAME AND PRINCIPAL POSITION      YEAR    SALARY($)    BONUS($)         ($)            (#)(1)       PAYMENTS($)        ($)
--------------------------------   ----    ---------    ---------    ------------    ------------    -----------    ------------
<S>                                <C>     <C>          <C>          <C>             <C>             <C>            <C>
Nelson Peltz ...................   1998           1        --           329,067(7)       26,000(11)     --             --
  Chairman and Chief Executive     1997           1        --           429,872(7)      150,000         --             --
  Officer                          1996           1     2,000,000(2)    339,490(7)      175,000         --             --
Peter W. May ...................   1998           1        --           134,173(8)       13,000(11)     --             --
  President and Chief Operating    1997           1        --           153,288(8)      100,000         --             --
  Officer                          1996           1     1,000,000(2)    164,469(8)      125,000         --             --
Roland C. Smith* ...............   1998     381,250       360,000              (9)       50,000        335,000          4,000(12)
  Former President and Chief       1997     317,552       270,000              (9)       50,000         --              3,200(12)
  Executive Officer of Triarc      1996     222,917       175,000              (9)       35,000         --              1,500(12)
  Restaurant Group
John L. Barnes, Jr. ............   1998     300,000       585,000              (9)       50,000         --              7,200(12)
  Executive Vice President and     1997     300,000       650,000(3)           (9)        6,600(11)  -- 28,667          6,400(12)
  Chief Financial Officer          1996     271,554       970,000(4)    269,893(10)      50,000                         8,187(13)
                                                                                        150,000
Eric D. Kogan ..................   1998     289,583       595,417              (9)       50,000         --              7,200(12)
  Executive Vice President --      1997     250,000       700,000(3)           (9)        6,600(11)     --              6,400(12)
  Corporate Development            1996     250,000       450,000(5)           (9)       50,000         69,000          5,250(12)
                                                                                        150,000
Brian L. Schorr ................   1998     312,500       585,000              (9)       50,000         --             11,187(14)
  Executive Vice President and     1997     312,500       650,000(3)(6)        (9)        6,600(11)    --             10,387(14)
  General Counsel                  1996     312,500       450,000(5)           (9)       50,000         57,500          7,115(14)
                                                                                        120,000
</TABLE>
------------
 
*   Mr. Smith resigned effective May 7, 1999 as President and Chief Executive
    Officer of the Triarc Restaurant Group.
 
 (1) Except as otherwise noted, all stock option grants were made under Triarc
     Parent's 1993 Equity Participation Plan and Triarc Parent's 1998 Equity
     Participation Plan.
 
 (2) Represents special bonuses paid to Messrs. Peltz and May in connection with
     completed transactions. Mr. Peltz's bonus was paid one-half in August 1996
     and one-half in March 1997.
 
 (3) Includes special bonuses paid to each of Messrs. Barnes, Kogan and Schorr
     in connection with completed transactions.
 
 (4) Includes a one-time special payment of $890,000 paid in 1996 to Mr. Barnes
     in his capacity as Executive Vice President and Chief Financial Officer of
     Triarc Parent's textile business in connection with the sale of that
     business in April 1996. In March 1997, Mr. Barnes received additional stock
     options instead of a cash bonus that might otherwise have been granted to
     him at the time with respect to fiscal 1996. Those stock options are
     included under the heading 'Long Term Compensation -- Securities Underlying
     Options/SARs.'
 
 (5) Includes special bonuses paid to each of Messrs. Kogan and Schorr in 1996
     in connection with completed transactions. In March 1997, each of Messrs.
     Kogan and Schorr received additional stock options instead of a cash bonus
     that might otherwise have been granted to them at that time with respect to
     fiscal 1996. Those stock options are included under the heading 'Long Term
     Compensation -- Securities Underlying Options/SARs.'
 
 (6) This amount constitutes Mr. Schorr's aggregate bonus with respect to fiscal
     1997, $600,000 of which was paid in January 1998 as an advance against the
     bonus, with the balance being paid in March 1998.
 
 (7) Includes imputed income of $266,837 in fiscal 1998, $233,856 in fiscal 1997
     and $255,668 in fiscal 1996, each arising out of the use of corporate
     aircraft.
 
                                              (footnotes continued on next page)
 
                                       67
 

<PAGE>

<PAGE>
(footnotes continued from previous page)
 
 (8) Includes imputed income of $77,138 in fiscal 1998, $85,841 in fiscal 1997,
     and $98,729 in fiscal 1996, each arising out of the use of corporate
     aircraft. Also included are fees of $40,000 paid by Triarc Parent on behalf
     of Mr. May for tax and financial planning services in each of fiscal 1998,
     1997 and 1996.
 
 (9) Perquisites and other personal benefits did not exceed the lesser of either
     $50,000 or 10% of the total annual salary and bonus reported under the
     headings of 'Salary' and 'Bonus.'
 
(10) Includes a severance payment of $111,500 made to Mr. Barnes in his capacity
     as Executive Vice President and Chief Financial Officer of Triarc Parent's
     textile business in connection with the sale of that business in April
     1996, and relocation related costs of $154,018.
 
(11) Represents grants of options made under the Triarc Beverage Holdings Corp.
     1997 Stock Option Plan.
 
(12) Represents amounts contributed to 401(k) plan by Triarc Parent, Arby's, in
     the case of Mr. Smith, on behalf of the named executive officer.
 
(13) Represents amounts contributed to 401(k) plan by Triarc Parent of $5,250
     for 1996 and by Graniteville Company of $2,937 in 1996.
 
(14) Includes $7,200 in fiscal 1998, $6,400 in fiscal 1997 and $3,128 in fiscal
     1996 contributed to 401(k) plan by Triarc Parent on behalf of Mr. Schorr.
     Also includes $3,987 in fiscal 1998, fiscal 1997 and fiscal 1996 of other
     compensation paid by Triarc Parent in an amount equal to premiums for term
     life insurance in each of those years.
 
EMPLOYMENT AGREEMENTS
 
     The following are summaries of the material terms of employment agreements
with the named executive officers of Triarc Parent, other than Mr. Smith who
resigned effective May 7, 1999, to which we are parties. You should be aware
that these summaries are not a complete description of these agreements.
 
     Nelson Peltz and Peter W. May. Since April 1993, Nelson Peltz has been
serving Triarc Parent as its Chairman and Chief Executive Officer and Peter W.
May has been serving Triarc Parent as President and Chief Operating Officer.
Each of them currently is receiving an annual base salary of $1.00.
 
     In April 1994, Messrs. Peltz and May were granted performance stock options
for an aggregate of 3,500,000 shares of Triarc Parent's class A common stock.
These options were granted instead of base salary, annual performance bonus and
long term compensation for a six-year period expiring April 1999. Triarc Parent
anticipates negotiating new employment and compensation arrangements with
Messrs. Peltz and May, the terms of which have not yet been determined. The
performance stock options have an exercise price of $20.125 per share and vest
and become exercisable as follows:
 
          (1) if the closing price of a share of class A common stock is at
     least $27.1875, approximately 135% of the exercise price, for 20 out of 30
     consecutive trading days ending on or before March 30, 1999, each option
     will vest and become exercisable for one third of the shares covered by the
     option;
 
          (2) if the closing price of a share of class A common stock is at
     least $36.25, approximately 180% of the exercise price, for 20 out of 30
     consecutive trading days ending on or before March 30, 2000, each option
     will vest and become exercisable for one third of the shares covered by the
     option; and
 
          (3) if the closing price of a share of class A common stock is at
     least $45.3125, approximately 225% of the exercise price, for 20 out of the
     30 consecutive trading days ending on or before March 30, 2001, the option
     will vest and become exercisable for one third of the shares covered by the
     option.
 
     In addition to early vesting if the above closing price levels are
attained, these options will vest on October 21, 2003, nine years and six months
from the date of grant, and expire on April 21, 2004, ten years from the date of
grant.
 
                                       68
 

<PAGE>

<PAGE>
     In addition, Messrs. Peltz and May participate in the incentive
compensation and welfare and benefit plans made available to Triarc Parent's
corporate officers.
 
     John L. Barnes, Jr. Triarc Parent entered into an employment agreement
dated as of April 29, 1996,
which was amended as of April 28, 1999, with John L. Barnes, Jr. providing for
the employment of Mr. Barnes as Executive Vice President and Chief Financial
Officer of Triarc Parent for a three-year and three-month term ending July 28,
1999, unless otherwise terminated as provided in his employment agreement. Mr.
Barnes was promoted to Executive Vice President effective March 10, 1998. Under
Mr. Barnes' employment agreement, Mr. Barnes was named Chief Financial Officer
of Triarc Parent in August 1996. Mr. Barnes receives an annual base salary of
$300,000 per year, which may be increased but not decreased from time to time.
In addition, Mr. Barnes is eligible to receive annual cash bonuses and stock
option awards on a basis comparable to other senior executives of Triarc Parent.
 
     If Mr. Barnes' employment with Triarc Parent is terminated before July 28,
1999 without good cause, Mr. Barnes' employment agreement provides that Triarc
Parent shall pay Mr. Barnes:
 
          (1) a lump sum within thirty days of the date of his termination equal
     to one-half of his then current base salary that would otherwise have been
     payable to him through July 28, 1999, and
 
          (2) commencing six months after the date of his termination a sum
     equal to one-half of his annual base salary in effect on the date of
     termination that would otherwise have been paid to him from the date of
     termination through July 28, 1999, this amount to be payable semi-monthly
     through July 29, 1999.
 
     Mr. Barnes will also be reimbursed for any loss on the sale of his home, up
to $150,000 and will be eligible for specified relocation expenses if his
employment is terminated without cause or Triarc Parent does not renew the
Barnes Employment Agreement at the end of its term. In addition, if Mr. Barnes'
employment is terminated without cause each stock option granted to him which
had not vested as of the termination date shall vest immediately as of that date
and each stock option which has vested before or as of the termination date may
be exercised by Mr. Barnes within the earlier of one year or on the date the
option expires.
 
     Mr. Barnes' employment agreement further provides that if a change of
control under the agreement occurs, Triarc Parent is obligated to employ Mr.
Barnes as an Executive Vice President, and he is obligated to accept and
continue in the employment under his agreement until the first anniversary of
the change in control. Mr. Barnes has the right to resign as an officer and
employee of Triarc Parent effective as of the first anniversary of the change of
control by giving written notice to Triarc Parent not less than thirty days
before the date of his resignation. Mr. Barnes also has the right to receive
payments and other benefits as to which he would have been entitled had Triarc
Parent terminated his employment without good cause.
 
     Brian L. Schorr. On June 29, 1994, Triarc Parent entered into an employment
agreement with Brian L. Schorr providing for the employment of Mr. Schorr as
Executive Vice President and General Counsel of Triarc Parent. Mr. Schorr's
employment agreement expires on June 29, 2000. Mr. Schorr's employment agreement
provides for annual base salary of $312,500, which may be increased but not
decreased. Mr. Schorr is also eligible to receive annual incentive bonuses. Mr.
Schorr's employment agreement also provides that if Mr. Schorr dies during the
term of the agreement, his legal representative will be entitled to receive an
amount per year calculated at a rate equal to the sum of (1) Mr. Schorr's then
current base salary plus (2) $250,000, for the remaining term of the agreement,
if Triarc Parent is able to procure, at a reasonable rate, term insurance on Mr.
Schorr's life to pay this obligation, or if Triarc Parent is not able to obtain
satisfactory insurance, an amount calculated at the annual rate of the amount
described above for the three-month period following Mr. Schorr's death. Triarc
Parent obtained insurance to fund this obligation at an annual premium of
approximately $3,000. Triarc Parent has transferred ownership of the insurance
policy to a trust established by Mr. Schorr and Mr. Schorr has given up certain
rights to have Triarc Parent pay the base amount after his death.
 
     Under Mr. Schorr's employment agreement, if Mr. Schorr's employment
terminates for any reason other than cause under the agreement, options and
restricted stock awards previously granted to Mr. Schorr will immediately vest
in their entirety and remain exercisable for a period of one year following the
date of termination. Mr. Schorr's employment agreement also provides that if
Triarc Parent
 
                                       69
 

<PAGE>

<PAGE>
terminates Mr. Schorr's employment without cause, Mr. Schorr will receive a lump
sum payment, discounted to present value, in an amount equal to:
 
          (1) all base salary amounts due for the year of termination and for
     each remaining year of employment under his agreement plus
 
          (2) an amount equal to the number of years of Mr. Schorr's employment
     agreement multiplied by $250,000.
 
     Mr. Schorr's employment agreement further provides that at the option of
Mr. Schorr, the agreement shall be deemed to have been terminated by Triarc
Parent without cause following a change in control.
 
COMPENSATION OF MANAGERS
 
     Members of our board of managers, the board of managers of our subsidiaries
and the board of directors of our subsidiaries who are officers of Triarc Parent
or its subsidiaries will not be additionally compensated for their activities in
these capacities.
 
INDEMNIFICATION OF OFFICERS, MANAGERS AND DIRECTORS
 
     Triarc Consumer Products Group's limited liability company operating
agreement provides that the member shall have no liability for the obligations
or liabilities of Triarc Consumer Products Group, unless otherwise provided in
the Delaware Limited Liability Company Act. The Delaware Limited Liability
Company Act provides that, with exceptions, the debts, obligations and
liabilities of a limited liability company shall be solely the debts,
obligations and liabilities of the limited liability company, and no member or
manager of a limited liability company shall be obligated personally for any
debt, obligation or liability solely by reason of being a member or acting as a
manager.
 
     Triarc Consumer Product Group's operating agreement also provides
protections against liabilities to a member, any manager or related parties, and
any officer, employee or expressly authorized agent of Triarc Consumer Products
Group or its affiliates. None of these persons will be liable to Triarc
Consumers Products Group or any other of these persons for any liability
resulting from any act or omission performed or omitted in good faith on behalf
of Triarc Consumer Products Group and in a manner reasonably believed to be
within the scope of authority conferred on that person by the operating
agreement, unless the loss, damage or claim resulted from that person's gross
negligence or willful misconduct. These persons will be fully protected in
relying in good faith on the records of Triarc Consumer Products Group and on
information, opinions, reports or statements presented to Triarc Consumer
Products Group by others as to matters reasonably believed to be within the
professional or expert competence of the providing person or entity that has
been selected with reasonable care.
 
     Triarc Beverage Holdings' certificate of incorporation and by-laws provide
that Triarc Beverage Holdings shall, to the extent not prohibited by law,
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding because that
person is or was a director or officer of Triarc Beverage Holdings, or is or was
serving in a capacity at the request of Triarc Beverage Holdings as a director
or officer of another corporation or other entity, against judgments, fines,
penalties, excise taxes, amounts paid in settlement and costs, charges and
expenses, including attorneys' fees and disbursements. Persons who are not
directors or officers of Triarc Beverage Holdings may be similarly indemnified
for service to Triarc Beverage Holdings or to another entity at the request of
Triarc Beverage Holdings to the extent the board of directors of Triarc Beverage
Holdings specifies that these persons are entitled to these benefits.
 
     Triarc Beverage Holdings's certificate of incorporation limits the personal
liability of directors of Triarc Beverage Holdings to the fullest extent
permitted by paragraph (7) of subsection (b) of section 102 of the Delaware
General Corporation Law. Section 102(b)(7) of the Delaware General Corporation
Law permits the elimination or limitation of directors' personal liability to
the corporation or its stockholders for monetary damages for breach of fiduciary
duties as a director, except for (1) any breach of the director's duty of
loyalty to the corporation or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (3) actions
 
                                       70
 

<PAGE>

<PAGE>
relating to unlawful payments of dividends or unlawful stock repurchase or
redemptions, and (4) any transaction from which the director derived an improper
personal benefit.
 
     The effect of these provisions is to eliminate the rights of Triarc
Consumer Products Group and Triarc Beverage Holdings, and their members and
stockholders, to recover monetary damages against a manager or director for
breach of the fiduciary duty of care as a manager or director, including
breaches resulting from negligent or grossly negligent behavior, except in the
situations described above.
 
     Triarc Parent also enters into indemnification agreements with its, and
some of its subsidiaries', directors and officers, some of whom are our
directors and officers, indemnifying them to the fullest extent permitted by law
against liability, including related expenses, they may incur in their capacity
as directors, officers, employees, trustees, agents or fiduciaries of Triarc
Parent and/or its subsidiaries or any liability relating to their service in any
such capacity, at the request of Triarc Parent for other corporations or
entities. The indemnification agreements are meant to provide specific
contractual assurance that the indemnification provided by Triarc Parent under
the certificate of incorporation, bylaws, or directors' and officers' liability
insurance of Triarc Parent will be available regardless of changes to Triarc
Parent's certificate of incorporation or by-laws or any acquisition transactions
relating to Triarc Parent. The indemnification agreements do not provide
indemnification (1) for the return by the indemnitee of any illegal remuneration
paid to him or her, (2) for any profits payable by the indemnitee to Triarc
Parent under Section 16(b) of the Securities Exchange Act, (3) for any liability
resulting from the indemnitee's knowingly fraudulent, dishonest or willful
misconduct, (4) for any amount the payment of which is not permitted by
applicable law, (5) for any liability resulting from conduct producing unlawful
personal benefit, (6) if a final court adjudication determines that
indemnification is not lawful, or (7) to the extent indemnification has been
provided by Triarc Parent under its certificate of incorporation, by-laws or
directors and officers liability insurance.
 
     Determination as to whether an indemnitee is entitled to be paid under the
indemnification agreements may be made by the majority vote of a quorum of
disinterested directors of Triarc Parent, independent legal counsel selected by
the Triarc Parent's board of directors, a majority of disinterested stockholders
of Triarc Parent or by a final adjudication of a court of competent
jurisdiction. If Triarc Parent undergoes a change of control under the
indemnification agreements all such determinations are to be made by special
independent counsel selected by the indemnitee and approved by Triarc Parent,
which approval may not be unreasonably withheld. Triarc Parent will pay the
reasonable fees and expenses of the special independent counsel. An indemnitee
may be able to require Triarc Parent to establish a trust fund to assure that
funds will be available to pay any amounts which may be due to an indemnitee
under an indemnification agreement.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Triarc Consumers
Products Group and Triarc Beverage Holdings pursuant to the foregoing
provisions, Triarc Consumers Products Group and Triarc Beverage Holdings have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
 
CASH INCENTIVE PLANS
 
     The Triarc Beverage Group and the Triarc Restaurant Group have annual cash
incentive plans and the Triarc Restaurant Group has a mid-term cash incentive
plan for executive officers and key employees.
 
     Each annual incentive plan is designed to provide annual incentive awards
to participants, with amounts payable being linked to whether the applicable
company has met specified pre-determined financial goals and the performance of
the participant during the preceding year. Under each annual incentive plan,
participants may receive awards of a specified percentage of their then current
base salaries, which percentage varies depending upon the level of seniority and
responsibility of the participant. The percentages are set by the company's
management in consultation with management of Triarc Parent. The board of
directors of each company, in consultation with management of Triarc Parent and
the compensation committee of Triarc Parent's board of directors, may elect to
adjust
 
                                       71
 

<PAGE>

<PAGE>
awards on a discretionary basis to reflect the relative individual contribution
of the executive or key employee, to evaluate the 'quality' of the company's
earnings or to take into account external factors that affect performance
results. The board of directors of each company may also decide that multiple
performance objectives related to the company's and/or the individual's
performance may be appropriate and in this event, these factors would be
weighted to determine the amount of the annual incentive awards. Each annual
incentive plan is administered by the respective company's board of directors
and Triarc Parent's management and may be amended or terminated at any time.
 
     Under the Triarc Restaurant Group mid-term incentive plan, incentive awards
are granted to participants if the Triarc Restaurant Group achieves an agreed
upon profit over a three-year performance cycle. During each plan year, an
amount is accrued for each participant based upon the amount by which the
company's profit for that year exceeds a specified minimum return. A new three-
year performance cycle begins each year, so that after the third year the annual
cash amount paid to participants under the mid-term incentive plan should equal
the target award if the Triarc Restaurant Group's profit goals have been
achieved for the full three-year cycle. Except as may otherwise be specified in
a participant's employment agreement, the board of directors of the Triarc
Restaurant Group, together with Triarc Parent's management and the compensation
committee of Triarc Parent's board of directors, may adjust an individual's
award, upward or downward, based upon an assessment of the individual's relative
contribution to the company's longer-term profit performance. The mid-term
incentive plan may be amended or terminated at any time.
 
     From time to time, the compensation committee of Triarc Parent's board of
directors may award discretionary bonuses based on performance to executive
officers. The amounts of these bonuses will be based on the compensation
committee's evaluation of each individual's contribution.
 
STOCK OPTION PLANS
 
TRIARC PARENT'S 1993 EQUITY PARTICIPATION PLAN
 
     Triarc Parent's 1993 Equity Participation Plan, which expired on April 24,
1998, provided for the grant of options to purchase Triarc Parent class A common
stock, par value $.10 per share of Triarc Parent, including performance stock
options, stock appreciation rights, restricted shares of Triarc Parent class A
common stock and, to non-employee directors of Triarc Parent, at their option,
shares of Triarc Parent class A common stock instead of annual retainer fees
otherwise to be payable in cash. Directors, selected officers and key employees
of, and key consultants to, Triarc Parent and its subsidiaries were eligible to
participate in the 1993 Equity Participation Plan. A maximum of 10,000,000
shares of Triarc Parent class A common stock, contingent on adjustments, were
authorized to be delivered by Triarc Parent under options, stock appreciation
rights and restricted shares granted under the 1993 Equity Participation Plan.
 
     As of May 1, 1999, options to acquire a total of 8,692,686 shares of Triarc
Parent class A common stock were outstanding under 1993 Equity Participation
Plan. The plan is administered by the Performance Compensation Subcommittee of
the Triarc Parent board of directors.
 
TRIARC PARENT'S 1998 EQUITY PARTICIPATION PLAN
 
     Triarc Parent's 1998 Equity Participation Plan was approved by Triarc
Parent's board of directors on March 10, 1998 and was approved by the
stockholders on May 6, 1998. The 1998 Equity Participation Plan provides for the
granting of stock options, stock appreciation rights, and restricted stock to
officers, key employees of, and consultants to Triarc Parent and its
subsidiaries and affiliates. The 1998 Equity Participation Plan provides for
automatic awards of options to non-employee directors of Triarc Parent and
permits non-employee directors to elect to receive all or a portion of their
annual retainer fees and/or board of directors or committee meeting attendance
fees, if any, in shares of Triarc Parent class A common stock. The 1998 Equity
Participation Plan replaced the 1993 Equity Participation Plan which expired on
April 24, 1998.
 
     As of May 1, 1999, options to acquire 773,750 shares of Triarc Parent class
A common stock were outstanding under the 1998 Equity Participation Plan.
 
                                       72
 

<PAGE>

<PAGE>
     Contingent on specified antidilution adjustments, a maximum of 5,000,000
aggregate shares of Triarc Parent class A common stock may be granted on the
exercise of options or stock appreciation rights or upon a director's election
to receive their fees in Triarc Parent shares under the 1998 Equity
Participation Plan. In addition, the maximum number of shares of class A common
stock that may be granted to any individual in a calendar year is 1,000,000
shares. The 1998 Equity Participation Plan is administered by the Performance
Compensation Subcommittee of Triarc Parent's board of directors. The term during
which awards may be granted under the 1998 Equity Participation Plan will expire
on April 30, 2003.
 
TRIARC BEVERAGE HOLDINGS OPTION PLAN
 
     On August 19, 1997, Triarc Beverage Holdings' board of directors adopted
the Triarc Beverage Holdings Corp. 1997 Stock Option Plan. The Triarc Beverage
Holdings Option Plan was adopted for the purpose of attracting, retaining and
motivating key employees, officers, directors and consultants of Triarc Beverage
Holdings. The Triarc Beverage Holdings Option Plan provides for a maximum of
150,000 shares of Triarc Beverage Holdings common stock to be issued upon the
exercise of stock options. As of May 1, 1999, options to acquire 145,425 shares
of Triarc Beverage Holdings common stock were outstanding under the Triarc
Beverage Holdings Option Plan. The Triarc Beverage Holdings Option Plan is
administered by the Performance Compensation Subcommittee of Triarc Parent's
board of directors. The term during which options may be granted under the
Triarc Beverage Holdings Option Plan expires on August 18, 2007.
 
     Before completion of an initial public offering of Triarc Beverage Holdings
common stock, individuals who have exercised their options and held shares of
Triarc Beverage Holdings common stock for more than six months have rights to
sell a portion of the shares obtained under the Triarc Beverage Holdings Option
Plan to Triarc Beverage Holdings during a specified period each year, of not
more than two weeks, at a price equal to fair market value as determined by an
annual appraisal of the value of Triarc Beverage Holdings. If Triarc Beverage
Holdings is in default under any debt instrument or would be in default because
of any purchase of these shares, Triarc Beverage Holdings is permitted to defer
its obligation to purchase the shares until all debt instruments will permit the
purchase, and will pay interest at the prime rate from the date when the shares
were initially to be purchased by it until Triarc Beverage Holdings purchases
the shares. Before completion of an initial public offering, Triarc Beverage
Holdings can require individual option holders to sell all or any portion of
their shares held for more than six months on the termination of the individual
option holder's employment. The price per share will be the fair market value
unless the option holder was terminated for cause or violated any
non-competition restrictions, in which case the price per share will be the
lower of fair market value or the exercise price.
 
     During 1997, 76,250 stock options were granted under the Triarc Beverage
Holdings Option Plan with an exercise price equal to fair market value ($147.30)
as determined by an independent appraisal. These stock options vest ratably on
July 1 of 1999, 2000 and 2001.
 
     During 1998, 72,175 stock options were granted under the Triarc Beverage
Holdings Option Plan with an exercise price equal to fair market value ($191.00)
as determined by an independent appraisal. These stock options vest ratably on
July 1 of 1999, 2000 and 2001.
 
OPTIONS GRANTED IN FISCAL 1998
 
     The following table provides information concerning individual grants of
stock options under the Triarc Beverage Holdings Option Plan made during Triarc
Beverage Holdings' fiscal year ended January 3, 1999 to the named executive
officers. No grants were made under Triarc Parent's stock option plans to any of
the named executive officers during Triarc Parent's fiscal year ended January 3,
1999, although grants were made in March 1999 for the fiscal year ended January
3, 1999 to each of the named executive officers, other than Messrs. Peltz and
May. No tandem or freestanding stock appreciation rights were granted to any
named executive officers, and no stock options were exercised by any named
executive officer during the fiscal year ended January 3, 1999.
 
                                       73
 

<PAGE>

<PAGE>
                       OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                                                           GRANT DATE
                                                                INDIVIDUAL GRANTS                             VALUE
                                           -----------------------------------------------------------    -------------
                                           NUMBER OF
                                           SECURITIES                                                     
                                           UNDERLYING                                                     
                                           OPTIONS/       % OF TOTAL                                      
                                             SARS       OPTIONS GRANTED     EXERCISE OR                    GRANT DATE
                                            GRANTED     TO EMPLOYEES IN     BASE PRICE      EXPIRATION    PRESENT VALUE
NAME                                        (#)(1)      FISCAL YEAR(2)     ($ PER SHARE)       DATE          ($)(3)
----------------------------------------   ---------    ---------------    -------------    ----------    -------------
<S>                                        <C>          <C>                <C>              <C>           <C>
Nelson Peltz............................     26,000            36%            $191.00        06/10/08      $ 1,558,986
Peter W. May............................     13,000            18              191.00        06/10/08          779,493
Roland C. Smith.........................          0             0              --              --              --
John L. Barnes, Jr......................      6,600             9              191.00        06/10/08          395,743
Eric D. Kogan...........................      6,600             9              191.00        06/10/08          395,743
Brian L. Schorr.........................      6,600             9              191.00        06/10/08          395,743
</TABLE>
 
------------
 
(1) These options consist of options to purchase shares of Triarc Beverage
    Holdings common stock which were granted under the Triarc Beverage Holdings
    Option Plan on June 10, 1998. One-third of the options will vest on each of
    July 1, 1999, 2000, and 2001, and they will be exercisable at any time
    between the date of vesting and the tenth anniversary of the date of grant.
 
(2) The percentages are based on the aggregate number of options granted in
    Triarc Beverage Holdings' fiscal year ending January 3, 1999 to purchase
    Triarc Beverage Holdings common stock.
 
(3) These values were calculated using a Black-Scholes option pricing model. The
    actual value, if any, that an executive may realize will depend on the
    excess, if any, of the stock price over the exercise price on the date the
    options are exercised, and no assurance exists that the value realized by an
    executive will be at or near the value estimated by the Black-Scholes model.
    The following assumptions were used to calculate the present value of the
    option grants with respect to Triarc Beverage Holdings common stock:
 
          (a) assumed option term of seven years;
 
          (b) stock price volatility factor of .0001;
 
          (c) annual discount rate of 5.5%; and
 
          (d) no dividend payment.
 
No discount factor to the Black-Scholes ratio was used for each year an option
remains unvested. The exercise price reflects the fair market value of the
Triarc Beverage Holdings common stock on the date of grant as determined by an
independent third party appraiser, and the volatility factor reflects the fact
that, as a privately held subsidiary, the Triarc Beverage Holdings common stock
does not have a public trading market. These estimated option values, including
the underlying assumptions used in calculating them, constitute forward-looking
statements and involve risks, uncertainties and other factors which may cause
the actual value of the options to be materially different from those expressed
or implied above.
 
OPTION VALUES AT END OF FISCAL 1998
 
     The following table provides information concerning the value of
unexercised Triarc Beverage Holdings options under the Triarc Beverage Holdings
Option Plan and unexercised Triarc Parent options under the Triarc Parent 1993
Equity Participation Plan held by the named executive officers as of January 3,
1999.
 
                                       74
 

<PAGE>

<PAGE>
   AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
 
<TABLE>
<CAPTION>
                                                                        NUMBER OF SECURITIES           VALUE OF
                                                                             UNDERLYING           UNEXERCISED IN-THE-
                                                 SHARES                 UNEXERCISED OPTIONS        MONEY OPTIONS AT
                                                ACQUIRED                 AT FISCAL YEAR END         FISCAL YEAR-END
                                                   ON        VALUE      1998(#) EXERCISABLE/    1998($)(1) EXERCISABLE/
                    NAME                        EXERCISE    REALIZED       UNEXERCISABLE             UNEXERCISABLE
---------------------------------------------   --------    --------    --------------------    -----------------------
<S>                                             <C>         <C>         <C>                     <C>
Nelson Peltz
  Triarc Parent Options .....................    -0-         -0-        1,173,333/2,316,667      2,287,041/389,984
  TBHC Options ..............................    -0-         -0-             -0-/26,000               -0-/-0-
Peter W. May
  Triarc Parent Options .....................    -0-         -0-         785,000/1,550,000       1,533,959/277,916
  TBHC Options ..............................    -0-         -0-             -0-/13,000               -0-/-0-
Roland C. Smith
  Triarc Parent Options .....................    -0-         -0-           54,665/60,335          184,776/130,949
  TBHC Options ..............................    -0-         -0-              -0-/-0-                 -0-/-0-
John L. Barnes, Jr.
  Triarc Parent Options .....................    -0-         -0-          136,667/123,333         382,775/295,550
  TBHC Options ..............................    -0-         -0-             -0-/6,600                -0-/-0-
Eric D. Kogan
  Triarc Parent Options .....................    -0-         -0-          145,667/133,333         411,000/333,500
  TBHC Options ..............................    -0-         -0-             -0-/6,600                -0-/-0-
Brian L. Schorr
  Triarc Parent Options .....................    -0-         -0-          181,667/113,333         417,775/266,800
  TBHC Options ..............................    -0-         -0-             -0-/6,600                -0-/-0-
</TABLE>
------------
 
(1) On December 31, 1998, the last trading day during the fiscal year ended
    January 3, 1999, the closing price of Triarc Parent's class A common stock
    on the New York Stock Exchange was $15.875 per share. Triarc Beverage
    Holdings common stock is not publicly traded. The per share value ($191.00)
    as of January 3, 1999 is based on a June 10, 1998 valuation provided to
    Triarc Beverage Holdings by an independent third party. Each of the grants
    made to holders of Triarc Beverage Holdings options was made at the above
    per share value.
 
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 1998
 
     The following table shows specified information for awards made during the
fiscal year ended January 3, 1999 to Roland C. Smith under Triarc Restaurant
Group's mid-term incentive plan. No other named executive officer received
awards in 1998 under the mid-term incentive plan. For additional information
regarding the mid-term incentive plan, see ' -- Cash Incentive Plans.'
 
<TABLE>
<CAPTION>
                                                                                    ESTIMATED FUTURE PAYOUTS
                                                                                   UNDER NON-STOCK PRICE BASED
                                                          PERFORMANCE OR                    PLANS(1)
                                                        OTHER PERIOD UNTIL     -----------------------------------
                                                          MATURATION OR        THRESHOLD      TARGET      MAXIMUM
                         NAME                                 PAYOUT           ($ OR #)      ($ OR #)     ($ OR #)
------------------------------------------------------  ------------------     ---------     --------     --------
<S>                                                     <C>                    <C>           <C>          <C>
Roland C. Smith.......................................       1998-2000          -0-          $300,000     $450,000
</TABLE>
 
------------
 
(1) Awards were made in fiscal 1998 under the mid-term incentive plan to
    participants, including Mr. Smith, approved by the board of directors of
    Triarc Restaurant Group for the three-year performance period 1998-2000.
    Each participant's target incentive is set at a percentage of his or her
    annual base salary and is based on meeting operating profit targets over the
    three year performance cycle. Under Mr. Smith's employment agreement, his
    target incentive was set at 75% of his annual base salary. No amount will be
    payable if operating profits are less than 80% of the specified performance
    objective for the three year cycle. If a participant is terminated without
    cause, that participant will be entitled to amounts accrued under the plan
    as of the date of termination. If a participant is not employed by the
    Triarc Restaurant Group on the last day of the three-year performance cycle
    for reasons other than death, an approved absence or excused transfers, the
    participant is not entitled to any incentive compensation under the plan
    unless the board of directors of Triarc Restaurant Group determines
    otherwise. Mr. Smith resigned effective May 7, 1999 from his position at the
    Triarc Restaurant Group.
 
                                       75
 

<PAGE>

<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The following are summaries of the material terms of certain agreements and
arrangements to which we are a party. You should be aware that these summaries
are not a complete description of these agreements and arrangements.
 
OLD TAX SHARING AGREEMENT
 
     RC/Arby's, Triarc Beverage Holdings, including Cable Car effective August
15, 1998, and Cable Car, through August 15, 1998, were each parties to separate
tax sharing agreements with Triarc Parent whereby each is required to pay
amounts relating to taxes based on their taxable income and the taxable income
of their eligible subsidiaries on a stand-alone basis. Because of net operating
losses in prior periods, including 1997, in excess of pre-tax income for the
first nine months of 1998 and/or prior period overpayments, no payments have
been required for RC/Arby's, Triarc Beverage Holdings or Cable Car during 1997
or for RC/Arby's during 1998. During 1998, Triarc Beverage Holdings made tax
sharing payments to Triarc Parent of $10.5 million. Cable Car made a $0.9
million tax sharing payment during 1998.
 
TAX SHARING AGREEMENT
 
     Our principal subsidiaries are included in a consolidated federal income
tax return with Triarc Parent and combined state tax returns in some states. In
connection with the offering of initial notes, we and our subsidiaries entered
into a tax sharing agreement with Triarc Parent, which was amended for tax
sharing payments on or after April 23, 1999. Under this tax sharing agreement,
for each year for which any of our subsidiaries are included in the Triarc
Parent return, we will pay, or cause our subsidiaries to pay, to Triarc Parent
an amount equal to the federal income tax liability that would have been payable
by us for that year, or portion of the amount payable, determined generally as
if we had filed a separate, consolidated federal income tax return for that year
on behalf of ourselves and our subsidiaries. The payment to Triarc Parent is
based on current income without regard to:
 
          (1) losses, credits and overpayments of any of our subsidiaries
     carried over from 1998 or prior years,
 
          (2) deductions relating to the write-off of call premiums and debt
     issuance expenses on indebtedness of any of our subsidiaries that was
     outstanding before the effective date of this tax sharing agreement,
 
          (3) deductions relating to exercise or payment in cancellation of
     stock options of Triarc Parent, and
 
          (4) any losses relating to any investment in Chesapeake Insurance
     Company Limited by a subsidiary of ours.
 
     Under the amendment to the tax sharing agreement, the above four items are
disregarded only to the extent permitted under the net worth covenant in the
credit agreement. If a tax payment is reduced by not disregarding any of these
items, the reduction will be paid by Triarc Parent when it would be permitted
under the net worth covenant. Also under this tax sharing agreement, similar
arrangements apply in some states where we or any of our subsidiaries file on a
combined basis with Triarc Parent or any of its other subsidiaries. However, our
liability will not be less than any increase in taxes resulting from the
inclusions of ourselves or any of our subsidiaries in the combined return.
 
SUPPLY ARRANGEMENTS
 
     We purchase some raw materials, flavors and packaging from Triarc Parent at
Triarc Parent's purchase cost from unaffiliated third-party suppliers.
 
MANAGEMENT SERVICES AGREEMENTS
 
     Under two management services agreements with Triarc Parent, we receive
from Triarc Parent management services, including legal, accounting, tax,
insurance, financial and other management
 
                                       76
 

<PAGE>

<PAGE>
services under existing management service agreements. The management fee
payable to Triarc Parent is an aggregate of $10.5 million per year, which may be
increased but not decreased, based on changes in an appropriate consumer price
index. We are also required to reimburse Triarc Parent for costs and expenses
incurred by Triarc Parent in connection with supply agreements that Triarc
Parent has entered into relating to items used in connection with the business
of the Triarc Beverage Group. We also reimburse Triarc Parent for costs and
expenses incurred by Triarc Parent relating to:
 
          (1) insurance maintained by Triarc Parent, including medical, general
     liability and directors and officers liability insurance,
 
          (2) the management or operation of employee benefit plans and
 
          (3) the acquisition from third parties of goods and services and the
     use of equipment purchased, arranged for or provided by Triarc Parent, to
     the extent that any of the above are for the benefit of, or used by, us or
     any of our subsidiaries.
 
     Some of the goods, services and equipment purchased, arranged for or
provided by Triarc Parent are purchased from an affiliate of Messrs. Peltz and
May. We believe that each of these transactions were on terms no less favorable
to us than if they were between unrelated parties. Please refer to Note 17 to
our Combined Financial Statements on page F-29.
 
REPAYMENT OF INTERCOMPANY PROMISSORY NOTES
 
     Before 1998, we borrowed cash under promissory notes with Triarc Parent and
two of its subsidiaries, Southeastern Public Service Company and Chesapeake
Insurance Company Ltd., and made cash advances to Triarc Parent under a
promissory note receivable upon demand. The $1.2 million of promissory notes
payable by us at December 28, 1997 and the $2.0 million of promissory notes
payable to us at December 28, 1998 were repaid during 1998.
 
ISSUANCE OF TRIARC BEVERAGE HOLDINGS PREFERRED STOCK
 
     On May 22, 1997, Triarc Beverage Holdings issued 75,000 shares of
redeemable cumulative convertible preferred stock to Triarc Parent for
$75,000,000. Following a reverse stock split, there are currently 750 shares
issued and outstanding. The preferred stock bears a cumulative annual dividend
of 10% per annum that is payable in cash or in kind if declared by, and at the
option of, Triarc Beverage Holdings. Each share is convertible into a share of
common stock of Triarc Beverage Holdings. The preferred stock must be redeemed
on May 22, 2009 at $100,000 per share plus accrued and unpaid dividends. No
dividends were paid in 1997 or 1998. Triarc Parent contributed the preferred
stock to us in connection with the offering of initial notes.
 
NOTE PURCHASES BY MESSRS. PELTZ AND MAY
 
     On February 25, 1999, Messrs. Peltz and May purchased an aggregate $20.0
million of initial notes. We have been advised by Messrs. Peltz and May that
they no longer hold any of these initial notes.
 
OTHER TRANSACTIONS
 
     Mr. May has an equity interest in a franchisee that owns an Arby's
restaurant in New Milford, Connecticut. That franchisee is a party to a standard
Arby's franchise license agreement and under that agreement pays to Arby's the
same fees and royalty payments that unaffiliated third-party franchisees pay.
Please refer to the section in this prospectus entitled 'Description of
Indebtedness -- Loans Made to Arby's Subsidiaries' for a discussion of
indemnification arrangements that we have entered into in connection with the
sale by Arby's of all the company-owned Arby's restaurants in May 1997.
 
     In connection with the sale in May 1997 of all of the company-owned Arby's
restaurants, the three RC/Arby's subsidiaries that sold the restaurants received
promissory notes aggregating $1.95 million principal amount at maturity and
options to acquire an aggregate of up to 20% of the common stock of the two
entities that own the restaurants. In February 1999, the successor to the three
RC/Arby's subsidiaries sold to Triarc Parent the promissory notes and options
for an aggregate purchase price of
 
                                       77
 

<PAGE>

<PAGE>
$2.0 million. We believe that the $2 million purchase price approximates what
Triarc Parent will realize upon disposition of the promissory notes and options.
 
                             PRINCIPAL SHAREHOLDERS
 
     We are a wholly owned subsidiary of Triarc Parent. The following table sets
forth the beneficial ownership as of May 1, 1999, by:
 
          (1) each person known by Triarc Parent to be the beneficial owner of
     more than 5% of the outstanding shares of Triarc Parent class A common
     stock,
 
          (2) each director of Triarc Parent,
 
          (3) each named executive officer of Triarc Parent and
 
          (4) all directors and executive officers of Triarc Parent as a group.
 
<TABLE>
<CAPTION>
                                                                      AMOUNT AND NATURE OF
               NAME AND ADDRESS OF BENEFICIAL OWNER                  BENEFICIAL OWNERSHIP(1)         PERCENT OF CLASS
------------------------------------------------------------------   -----------------------         ----------------
<S>                                                                  <C>                             <C>
DWG Acquisition Group, L.P. ......................................       5,982,867 shares(2)               30.6%
  1201 North Market Street
  Wilmington, DE 19801
Nelson Peltz .....................................................       7,265,033 shares(2)(3)(4)(5)       34.9%
  280 Park Avenue
  New York, NY 10017
Peter W. May .....................................................       6,856,334 shares(2)(3)(6)         33.6%
  280 Park Avenue
  New York, NY 10017
William Ehrman ...................................................       2,279,022 shares(7)               11.6%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
James McLaren
William D. Lautman
  350 Park Avenue
  New York, NY 10022
Hugh L. Carey.....................................................          36,175 shares(8)             *
Clive Chajet......................................................          33,300 shares(9)             *
Stanley R. Jaffe..................................................          35,959 shares(8)             *
Joseph A. Levato..................................................         172,500 shares(10)            *
David E. Schwab II................................................          30,000 shares(8)             *
Raymond S. Troubh.................................................          45,500 shares(8)             *
Gerald Tsai, Jr...................................................          40,604 shares(11)            *
Curtis S. Gimson..................................................          68,667 shares(12)            *
Michael C. Howe...................................................          18,500 shares(13)            *
Kenneth L. Johnston...............................................          15,167 shares(14)            *
Kenneth A. Thomas.................................................          76,500 shares(15)            *
John T.A. Vanderslice.............................................          11,667 shares(16)            *
John L. Barnes, Jr................................................         190,667 shares(17)               1.0%
Eric D. Kogan.....................................................         209,667 shares(18)               1.1%
Brian L. Schorr...................................................         228,657 shares(19)               1.2%
Directors and Executive Officers as a group (22 persons)..........       9,522,892 shares                  41.6%
</TABLE>
 
------------
 
*   Less than 1%
 
 (1) Except as otherwise indicated, each person has sole voting and dispositive
     power with respect to his, her or its shares.
 
 (2) Triarc Parent has been informed that DWG Acquisition has pledged its shares
     to a financial institution on behalf of Messrs. Peltz and May to secure
     loans made to them.
 
 (3) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
     Mr. May are the sole general partners.
 
                                              (footnotes continued on next page)
 
                                       78
 

<PAGE>

<PAGE>
(footnotes continued from previous page)
 
 (4) Includes 21,200 shares owned by a family trust of which Mr. Peltz is a
     general partner and 2,400 shares owned by minor children of Mr. Peltz. Mr.
     Peltz disclaims beneficial ownership.
 
 (5) Includes options to purchase 1,231,666 shares of Triarc Parent class A
     common stock which have vested or will vest within 60 days of May 1, 1999.
 
 (6) Includes options to purchase 826,667 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
 (7) The information described in this document relating to Messrs. Ehrman,
     Greenberg, Ketcher, Gerstl, McLaren and Lautman is based solely on
     information contained in a Schedule 13G/A filed with the Securities
     Exchange Commission on May 13, 1999 under the Securities Exchange Act. The
     shares reflected include an aggregate of 2,147,045 shares of Triarc Parent
     class A common stock that Messrs. Ehrman, Ketcher, Gerstl, Greenberg,
     McLaren and Lautman may be deemed to beneficially own as general partners
     of EGS Associates, L.P., a Delaware limited partnership, EGS Partners,
     L.L.C., a Delaware limited liability company, Bev Partners, L.P., a
     Delaware limited partnership, Jonas Partners, L.P., a Delaware limited
     partnership and FK Investments, L.P., a Delaware limited partnership. The
     shares reflected also include (1) 56,650 shares of Triarc Parent class A
     common stock owned directly by Mr. Ehrman and 55,927 shares of Triarc
     Parent class A common stock owned by members of Mr. Ehrman's immediate
     family and his sister-in-law; (2) 8,400 shares of Triarc Parent class A
     common stock owned directly by Mr. Ketcher; (3) 1,500 shares of Triarc
     Parent class A common stock owned directly by Mr. Gerstl and his wife and
     4,500 shares of Triarc Parent class A common stock owned by a member of Mr.
     Gerstl's immediate family; and (4) 2,000 shares of Triarc Parent class A
     common stock owned directly by Mr. Greenberg and 3,000 shares of Triarc
     Parent class A common stock owned by a member of Mr. Greenberg's immediate
     family.
 
 (8) Includes options to purchase 25,500 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
 (9) Includes options to purchase 25,500 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999 and
     1,300 shares owned by Mr. Chajet's wife, as to which shares Mr. Chajet
     disclaims beneficial ownership.
 
(10) Includes options to purchase 144,500 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(11) Includes options to purchase 28,500 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(12) Includes options to purchase 68,666 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(13) Includes options to purchase 18,499 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(14) Includes options to purchase 15,166 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(15) Includes options to purchase 71,499 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(16) Includes options to purchase 11,666 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(17) Includes options to purchase 186,667 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(18) Includes options to purchase 195,667 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
(19) Includes options to purchase 221,667 shares of Triarc Parent class A common
     stock which have vested or will vest within 60 days of May 1, 1999.
 
                                       79
 

<PAGE>

<PAGE>
     The above table does not include 5,997,622 shares of Triarc Parent's
non-voting Triarc Parent class B common stock owned by Mr. Victor Posner and an
entity controlled by Mr. Posner. All of the shares of Triarc Parent class B
common stock controlled by Mr. Posner can be converted without restriction into
an equal number of shares of Triarc Parent class A common stock if they are sold
to a third party unaffiliated with Mr. Posner or the entity controlled by him.
Triarc Parent, or its designee, has rights of first refusal if the shares
controlled by Mr. Posner are sold to an unaffiliated third party. If the
5,997,622 currently outstanding shares of the Triarc Parent class B common stock
were converted into shares of Triarc Parent class A common stock, they would
constitute approximately 23.5% of the then outstanding shares of Triarc Parent
class A common stock as of May 1, 1999. None of the directors of Triarc Parent
or the named executive officers beneficially owned any Triarc Parent class B
common stock as of May 1, 1999. Except for the arrangements relating to the
shares described in footnote (2) to the above table, there are no arrangements
known to Triarc Parent the operation of which may at a later date result in a
change in control of Triarc Parent.
 
                                       80


<PAGE>

<PAGE>
                          DESCRIPTION OF INDEBTEDNESS
 
CREDIT FACILITY
 
     In connection with the offering of the initial notes, Snapple, Mistic,
Cable Car, RC/Arby's and Royal Crown entered into a credit facility. The credit
facility allows each of Snapple, Mistic, Cable Car, RC/Arby's and Royal Crown to
borrow, on a joint and several basis, up to $535.0 million. DLJ Capital Funding,
Inc. serves as the syndication agent for the lenders, Morgan Stanley Senior
Funding, Inc. as the documentation agent for the lenders and The Bank of New
York as the administrative agent for the lenders. The following is a description
of the principal terms of the credit facility.
 
     Structure. The credit facility consists of:
 
      a revolving credit facility in the amount of $60.0 million, $25.0 million
      of which is available for letters of credit,
 
       a term A loan in the amount of $45.0 million,
 
       a term B loan in the amount of $125.0 million, and
 
       a term C loan in the amount of $305.0 million.
 
     Security, Guaranty. We and substantially all of our domestic subsidiaries
that are not borrowers unconditionally guarantee the borrowers' obligations
under the credit facility. In addition, the obligations of the borrowers under
the credit facility and the guarantors under the guarantees are secured by
substantially all of our assets, each borrower's assets and each guarantor's
assets, including:
 
      a pledge of the capital stock of all of our present and future direct and
      indirect domestic subsidiaries and 65% of the capital stock of our first
      tier foreign subsidiaries, other than special purpose subsidiaries,
 
      a security interest in substantially all of our property and assets and
      substantially all of the property and assets of our present and future
      direct and indirect domestic subsidiaries, other than special purpose
      subsidiaries, including accounts receivables, inventory, equipment,
      general intangibles and real property, and
 
      a security interest in all intercompany indebtedness in favor of us and
      our direct or indirect domestic subsidiaries.
 
     Availability. The borrowers may not reborrow amounts repaid or prepaid
under the term loans. The borrowers may borrow under the revolving credit
facility at any time before its final maturity. However, the maximum principal
amount of outstanding borrowings under the revolving credit facility may not
exceed the lesser of (1) $60 million and (2) a borrowing base comprised of a
percentage of the value of all eligible inventory and a percentage of the value
of all eligible accounts receivable of the borrowers and their domestic
subsidiaries that are not borrowers.
 
     Amortization. The borrowers must repay the principal amount that they
borrow as follows:
 
      the revolving credit facility is a six-year facility that must be repaid
      in full upon its final maturity,
 
      the term A loan must be repaid over a six-year period in quarterly
      installments aggregating 5.0% in the first year, 10.0% in the second year,
      15.0% in the third year, 20.0% in the fourth year and 25.0% per year
      thereafter,
 
      the term B loan must be repaid over a seven-year period in quarterly
      principal payments of 1.0% per year for the first six years, with the
      remaining balance payable in quarterly installments during the seventh
      year, and
 
      the term C loan must be repaid over an eight-year period in quarterly
      principal payments of 1.0% per year for the first seven years with the
      remaining balance payable in quarterly installments during the eighth
      year.
 
     Interest. The outstanding loans bear interest at an applicable margin plus,
at the Borrowers' option, the administrative agent's base rate or a London
inter-bank offered rate ('LIBOR'). The applicable margins were initially as
follows:
 
                                       81
 

<PAGE>

<PAGE>
 
<TABLE>
<CAPTION>
                                                                       BASE RATE LOANS    LIBOR LOANS
                                                                       ---------------    -----------
<S>                                                                    <C>                <C>
Revolving credit facility...........................................        2.00%            3.00%
Term A loan.........................................................        2.00%            3.00%
Term B loan.........................................................        2.50%            3.50%
Term C loan.........................................................        2.75%            3.75%
</TABLE>
 
     Beginning August 25, 1999, the applicable margins for the revolving credit
facility and the term A loan may be reduced if the borrowers meet performance
criteria based on a leverage ratio.
 
     If the borrowers do not make required payments of principal or other
monetary obligations when due, they must pay interest on the outstanding
principal amount of the monetary obligation at a default rate equal to 2.0%
above the otherwise applicable base rate.
 
     Optional Prepayments. The borrowers may prepay loans under the revolving
credit facility and reduce the amounts available to them under the revolving
credit facility at any time, and may prepay term A loans at any time, in each
case, without premium or penalty. The borrowers may prepay the term B loans and
the term C loans at any time at the following percentages of the principal
amounts of loans prepaid:
 
<TABLE>
<CAPTION>
                                                                                    PERCENTAGE
                                                                           ----------------------------
                              PAYMENT DATE                                 TERM B LOANS    TERM C LOANS
------------------------------------------------------------------------   ------------    ------------
<S>                                                                        <C>             <C>
Year 1..................................................................      102.0%          103.0%
Year 2..................................................................      101.0%          101.5%
Year 3 and thereafter...................................................      100.0%          100.0%
</TABLE>
 
     Mandatory Prepayments. Generally, although with some exceptions, the
borrowers must prepay the term loans and, after the term loans have been repaid,
prepay the revolving credit facility and, with exceptions, reduce the
commitments under the credit facility, in an amount equal to:
 
      100% of the net after-tax cash proceeds of dispositions of assets by us or
      any of our subsidiaries, other than dispositions or issuances occurring in
      the ordinary course of business, including net after-tax cash proceeds
      from the first $350.0 million, which may be increased by up to $10.0
      million in some circumstances, of gross proceeds received from the
      securitization of Arby's assets, as well as the net after-tax cash
      proceeds from a permitted sale, if any, of Royal Crown, with exceptions
      for reinvestment baskets,
 
      100% of net cash proceeds received from debt issuances by us or our
      subsidiaries,
 
      50% of the net cash proceeds of equity issuances by us or our
      subsidiaries, plus
 
      100% of net after-tax insurance recoveries or net after-tax condemnation
      awards, but minus exceptions for reinvestment baskets.
 
In addition, each year the borrowers must repay the term loans in an amount
equal to 75% of the excess cash flow of the borrowers and their subsidiaries
that are not borrowers for the previous year, which percentage will be reduced
to 50% if the borrowers meet performance criteria based on a leverage ratio.
 
     Fees. The borrowers are required to pay the following fees under the credit
facility:
 
      an annual commitment fee of 0.75% of the daily average unused portion of
      the unborrowed portion of the revolving credit facility; beginning six
      months after the closing of the credit facility, the annual commitment fee
      may be reduced if the borrowers meet performance criteria based on a
      leverage ratio,
 
      an annual fronting fee of 0.25% of the stated amount of letters of credit
      to the lender that issues any letters of credit,
 
      a letter of credit fee on the daily average undrawn amount of outstanding
      letters of credit equal to the applicable margin on LIBOR loans under the
      revolving credit facility,
 
      annual administration fees, and
 
      arrangement and other similar fees.
 
                                       82
 

<PAGE>

<PAGE>
     Covenants. The credit facility contains covenants that require us and our
subsidiaries to comply with financial ratios and tests, including a minimum
interest coverage ratio, a maximum leverage ratio, a minimum fixed charge
coverage ratio and a minimum net worth test.
 
     The credit facility also contains financial and operational covenants and
other restrictions that, among other things, with customary exceptions and
baskets described in the credit facility, restrict our ability and the ability
of our subsidiaries to:
 
       dispose of assets,
 
       engage in mergers or make acquisitions,
 
       make capital expenditures,
 
       pay dividends and prepay other indebtedness,
 
       incur additional indebtedness and guarantee obligations,
 
       make investments and loans,
 
       create liens on assets,
 
       engage in transactions with affiliates, and
 
      amend other debt instruments and make material changes to organizational
      and other specified material documents.
 
     In addition, the issuers are restricted in their business activities.
 
     Events of Default. The credit facility contains the following customary
events of default:
 
       payment defaults,
 
       breach of representations and warranties,
 
       breach of performance of covenants,
 
       defaults under other contracts,
 
       specified events of bankruptcy,
 
       ERISA defaults,
 
       the invalidity of any collateral or guarantees, and
 
       change of ownership or control.
 
LOANS MADE TO ARBY'S SUBSIDIARIES
 
     In connection with the sale in May 1997 of all of the company-owned Arby's
restaurants the purchaser assumed all indebtedness of subsidiaries of RC/Arby's
that was secured by the assets of the sold restaurants. The subsidiaries of
RC/Arby's were released from their obligations for this indebtedness except that
a subsidiary of RC/Arby's, ARHC, LLC remains a co-obligor with the purchaser
under loans in an aggregate principal amount of approximately $3.2 million as of
January 3, 1999. These loans are secured by some of the purchaser's assets but
not by any of our assets or assets of our subsidiaries. In addition, these loans
are guaranteed by Triarc Parent and Arby's, Inc. The purchaser is entitled to
indemnification from ARHC, LLC and Triarc Parent in respect of any payments it
is required to make to the lender under these loans. These loans either bear
interest at 10.35% and are repayable in equal monthly installments through 2016
or bear interest at 10.5% and are repayable in equal monthly installments
through 2003.
 
     In connection with the restaurants sale, the purchaser assumed an aggregate
of approximately $54.7 million principal amount of mortgage notes and equipment
notes with FFCA Mortgage Corporation or its affiliates and approximately $15.0
million of capitalized lease obligations associated with the restaurants sold.
We remain contingently liable with respect to the capital leases until the end
of their terms. The equipment notes bear interest at 10.5% and are repayable in
equal monthly installments through 2003.
 
     In addition, ARHC, LLC and the purchaser are co-obligors under loans in an
aggregate principal amount of approximately $.6 million as of January 3, 1999
relating to an additional restaurant sold to
 
                                       83
 

<PAGE>

<PAGE>
the purchaser. ARHC, LLC will be released from its obligations under the loans
if and when it obtains the consent of the restaurant's ground lessor to the
assignment to the purchaser of the restaurant's ground lease. This loan is also
guaranteed by Triarc Parent. This loan is secured by some of the purchaser's
assets but not by any of our assets or assets of our subsidiaries, other than
the ground lease. ARHC, LLC is entitled to indemnification from the purchaser
for any payments it is required to make under this loan.
 
                               THE EXCHANGE OFFER
 
PURPOSE OF THE EXCHANGE OFFER
 
     Our registration rights agreement requires us to file the registration
statement of which this prospectus is a part for a registered exchange offer
with respect to an issue of new notes in exchange for our initial notes. The
exchange notes will be substantially identical in all material respects to the
initial notes except that the exchange notes will be registered under the
Securities Act, will not bear legends restricting their transfer and will not be
entitled to registration rights under our registration rights agreement. This
summary of the terms of the registration rights agreement does not contain all
the information that you should consider and we refer you to the provisions of
the registration rights agreement, which has been filed as an exhibit to the
registration statement of which this prospectus is a part and a copy of which is
available as indicated in the section of this prospectus entitled 'Where You Can
Find More Information.'
 
     We are required to:
 
      cause the registration statement to be declared effective no later than
      August 24, 1999, which is 180 days after the date the initial notes were
      issued,
 
      keep the exchange offer effective for not less than 20 business days, or
      longer if required by applicable law, after the date that notice of the
      exchange offer is mailed to holders of the initial notes, and
 
      complete the exchange offer no later than the earlier to occur of (a) 30
      business days after the date that the registration statement is declared
      effective or (b) September 23, 1999, which is 30 days after the date we
      are required to cause the registration statement to be declared effective.
 
     The exchange offer being made here, if completed within the time periods
described above, will satisfy those requirements under the registration rights
agreement.
 
     This prospectus, together with the letter of transmittal, is being sent to
all record holders of initial notes as of           , 1999.
 
     Based on interpretations by the staff of the Securities and Exchange
Commission in no-action letters issued to third parties, we believe that the
exchange notes issued under the exchange offer may be offered for resale, resold
or otherwise transferred by each holder of exchange notes, other than (1) a
broker-dealer who acquired the initial notes directly from us for resale under
Rule 144A under the Securities Act or any other available exemption under the
Securities Act, and (2) any other holder that directly or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, us, without compliance with the registration and prospectus delivery
provisions of the Securities Act, so long as that holder:
 
      is acquiring the exchange notes in the ordinary course of its business,
      and
 
      is not participating in, and does not intend to participate in, a
      distribution of the exchange notes within the meaning of the Securities
      Act and has no arrangement or understanding with any person to participate
      in a distribution of the exchange notes within the meaning of the
      Securities Act.
 
     By tendering the initial notes in exchange for exchange notes, each holder,
other than a broker-dealer, will be required to make representations regarding
the above matters. If a holder of initial notes is participating in or intends
to participate in, a distribution of the exchange notes, or has any arrangement
or understanding with any person to participate in a distribution of the
exchange notes to be acquired in this exchange offer, this holder may be deemed
to have received restricted securities and
 
                                       84
 

<PAGE>

<PAGE>
may not rely on the applicable interpretations of the staff of the Securities
and Exchange Commission. Any such holder will have to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
 
     Each broker-dealer that receives exchange notes for its own account in
exchange for initial notes may be deemed to be an underwriter within the meaning
of the Securities Act and must acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
these exchange notes. The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an underwriter within the meaning of the Securities Act. This prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with offers to resell, resales and other transfers
of exchange notes received in exchange for initial notes which were acquired by
the broker-dealer through market making or other trading activities. We have
agreed that we will make this prospectus available to any broker-dealer for a
period of time not to exceed 180 days after the completion of the exchange offer
for use in connection with any offer to resell, resale or other transfer by the
broker-dealer. Please refer to the section of this prospectus entitled 'Plan of
Distribution.'
 
SHELF REGISTRATION STATEMENT
 
     If:
 
      we determine that the exchange offer is not available or may not be
      completed on time because it would violate applicable law or its
      interpretations by the staff of the Securities and Exchange Commission, or
 
      for any other reason, the exchange offer is not completed before September
      23, 1999, which is 180 days from the date the initial notes were issued,
      or
 
       we are notified that a holder of initial notes:
 
           may not resell the exchange notes acquired by it in the exchange
           offer to the public without delivering a prospectus and this
           prospectus is not appropriate or available for that resale, or
 
           is a broker-dealer and holds notes acquired directly from us or any
           of our affiliates,
 
then, we will be obligated, at our sole expense, to:
 
      use our reasonable best efforts, as promptly as practicable to file with
      the Securities and Exchange Commission a shelf registration statement
      covering resales of the initial notes,
 
      use our reasonable best efforts to cause the shelf registration statement
      to be declared effective under the Securities Act, and
 
      use our reasonable best efforts to keep the shelf registration statement
      continuously effective, supplemented and amended as required by the
      Securities Act, to permit the prospectus which is a part of the shelf
      registration statement to be usable by holders for a period of two years
      after the shelf registration statement is declared effective or any
      shorter period of time that will terminate when all of the initial notes
      covered by the shelf registration statement have been sold under the shelf
      registration statement or are no longer are considered restricted
      securities under the Securities Act.
 
     If we file a shelf registration statement, we will provide to each holder
of the initial notes being registered copies of the prospectus that is a part of
the shelf registration statement. We will also notify each of these holders when
the shelf registration statement has become effective and take other actions as
are required to permit unrestricted resales of the initial notes being
registered. A holder that sells initial notes under the shelf registration
statement will be required to be named as a selling security holder in the
related prospectus and to deliver a prospectus to purchasers, will be liable
under some of the civil liability provisions under the Securities Act in
connection with those sales and will be bound by the provisions of the
registration rights agreement that are applicable to the holder, including
indemnification rights and obligations.
 
                                       85
 

<PAGE>

<PAGE>
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
 
     The exchange offer will expire at 5:00 p.m., New York City time, on
          , 1999, unless we extend it in our reasonable discretion. The
expiration date of the exchange offer will be at least 20 business days after we
mail notice of the exchange offer to holders as provided in Rule 14e-1(a) under
the Securities Exchange Act and the registration rights agreement.
 
     To extend the expiration date, we will need to notify the exchange agent of
any extension by oral, promptly confirmed in writing, or written notice. We will
also need to notify the holders of the initial notes by mailing an announcement
or by means of a press release or other public announcement communicated, unless
otherwise required by applicable law or regulation, before 9:00 A.M., New York
City time, on the next business day after the previously scheduled expiration
date.
 
     We expressly reserve the right:
 
      to delay acceptance of any initial notes, to extend the exchange offer or
      to terminate the exchange offer and not permit acceptance of initial notes
      not previously accepted if any of the conditions described below under
      ' -- Conditions to the Exchange Offer' have occurred and have not been
      waived by us, if permitted to be waived, by giving oral or written notice
      of the delay, extension or termination to the exchange agent, or
 
       to amend the terms of the exchange offer in any manner.
 
     If we amend the exchange offer in a manner determined by us to constitute a
material change, we will promptly disclose the amendment in a manner reasonably
calculated to inform the holders of the initial notes of the amendment including
providing public announcement, or giving oral or written notice to the holders
of the initial notes. A material change in the terms of the exchange offer could
include a change in the timing of the exchange offer, a change in the exchange
agent and other similar changes in the terms of the exchange offer. If any
material change is made to terms of the exchange offer, we will disclose the
change by means of a post-effective amendment to the registration statement of
which this prospectus is a part and will distribute an amended or supplemented
prospectus to each registered holder of initial notes. In addition, we will also
extend the exchange offer for an additional five to ten business days as
required by the Securities Exchange Act, depending on the significance of the
amendment, if the exchange offer would otherwise expire during that period. Any
delay in acceptance, extension, termination or amendment will be followed as
promptly as practicable by oral, promptly confirmed in writing, or written
notice to the exchange agent.
 
PROCEDURES FOR TENDERING INITIAL NOTES
 
PROPER EXECUTION AND DELIVERY OF LETTERS OF TRANSMITTAL
 
     To tender your initial notes in this exchange offer, you must use one of
the three alternative procedures described below:
 
      Regular delivery procedure: Complete, sign and date the letter of
      transmittal, or a facsimile of the letter of transmittal. Have the
      signatures on the letter of transmittal, guaranteed if required by the
      letter of transmittal. Mail or otherwise deliver the letter of transmittal
      or the facsimile, together with the certificates representing your initial
      notes being tendered and any other required documents, to the exchange
      agent on or before 5:00 p.m., New York City time, on the expiration date.
 
      Book-entry delivery procedure: Send a timely confirmation of a book-entry
      transfer of your initial notes, if this procedure is available, into the
      exchange agent's account at The Depository Trust Company as contemplated
      by the procedures for book-entry transfer described under ' -- Book-Entry
      Delivery Procedure' below, on or before 5:00 p.m., New York City time, on
      the expiration date.
 
      Guaranteed delivery procedure: If time will not permit you to complete
      your tender by using the procedures described above before the expiration
      date, comply with the guaranteed delivery procedures described under
      ' -- Guaranteed Delivery Procedure' below.
 
                                       86
 

<PAGE>

<PAGE>
     The method of delivery of initial notes, the letter of transmittal and all
other required documents is at your election and risk. Instead of delivery by
mail, we recommend that you use an overnight or hand-delivery service. If you
choose the mail, we recommend that you use registered mail, properly insured,
with return receipt requested. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ASSURE TIMELY DELIVERY. You should not send any letters of transmittal or
initial notes to us. You must deliver all documents to the exchange agent at its
address provided below. You may also request your respective brokers, dealers,
commercial banks, trust companies or nominees to tender your initial notes on
your behalf.
 
     Only a holder of initial notes may tender initial notes in this exchange
offer. For purposes of this exchange offer, a holder is any person in whose name
initial notes are registered on our books or any other person who has obtained a
properly completed bond power from the registered holder.
 
     If you are the beneficial owner of initial notes that are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
you wish to tender your notes, you must contact this registered holder promptly
and instruct this registered holder to tender these notes on your behalf. If you
wish to tender these initial notes on your own behalf, you must, before
completing and executing the letter of transmittal and delivering your initial
notes, either make appropriate arrangements to register the ownership of these
notes in your name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.
 
     You must have any signatures on a letter of transmittal or a notice of
withdrawal guaranteed by an eligible institution. An eligible institution is:
 
     (1) a member firm of a registered national securities exchange or of the
         National Association of Securities Dealers, Inc.,
 
     (2) a commercial bank or trust company having an office or correspondent in
         the United States, or
 
     (3) an eligible guarantor institution within the meaning of Rule 17Ad-15
         under the Securities Exchange Act.
 
     However, signatures on a letter of transmittal do not have to be guaranteed
if initial notes are tendered:
 
      by a registered holder, or by a participant in The Depository Trust
      Company in the case of book-entry transfers, whose name appears on a
      security position listing as the owner, who has not completed the box
      entitled 'Special Issuance Instructions' or 'Special Delivery
      Instructions' on the letter of transmittal and only if the exchange notes
      are being issued directly to this registered holder, or deposited into
      this participant's account at The Depository Trust Company in the case of
      book-entry transfers, or
 
       for the account of an eligible institution.
 
     If the letter of transmittal or any bond powers are signed by:
 
      The recordholder(s) of the initial notes tendered: The signature must
      correspond with the name(s) written on the face of the initial notes
      without alteration, enlargement or any change whatsoever.
 
      A participant in The Depository Trust Company: The signature must
      correspond with the name as it appears on the security position listing as
      the holder of the initial notes.
 
      A person other than the registered holder of any initial notes: These
      initial notes must be endorsed or accompanied by bond powers and a proxy
      that authorize this person to tender the initial notes on behalf of the
      registered holder, in satisfactory form to us as determined in our sole
      discretion, in each case, as the name of the registered holder or holders
      appears on the initial notes.
 
      Trustees, executors, administrators, guardians, attorneys-in-fact,
      officers of corporations or others acting in a fiduciary or representative
      capacity: These persons should so indicate when signing. Unless waived by
      us, evidence satisfactory to us of their authority to so act must also be
      submitted with the letter of transmittal.
 
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<PAGE>
BOOK-ENTRY DELIVERY PROCEDURE
 
     Any financial institution that is a participant in The Depository Trust
Company's system may make book-entry deliveries of initial notes by causing The
Depository Trust Company to transfer these initial notes into the exchange
agent's account at The Depository Trust Company according to The Depository
Trust Company's procedures for transfer. To effectively tender notes through The
Depository Trust Company, the financial institution that is a participant in The
Depository Trust Company will electronically transmit its acceptance through the
Automatic Tender Offer Program. The Depository Trust Company will then edit and
verify the acceptance and send an agent's message to the exchange agent for its
acceptance. An agent's message is a message transmitted by The Depository Trust
Company to the exchange agent stating that The Depository Trust Company has
received an express acknowledgment from the participant in The Depository Trust
Company tendering the initial notes that this participation has received and
agrees to be bound by the terms of the letter of transmittal, and that we may
enforce this agreement against this participant. The exchange agent will make a
request to establish an account for the initial notes at The Depository Trust
Company for purposes of the exchange offer within two business days after the
date of this prospectus.
 
     A delivery of initial notes through a book-entry transfer into the exchange
agent's account at The Depository Trust Company will only be effective if an
agent's message or the letter of transmittal or a facsimile of the letter of
transmittal with any required signature guarantees and any other required
documents is transmitted to and received by the exchange agent at the address
indicated below under ' -- Exchange Agent' on or before the expiration date
unless the guaranteed delivery procedures described below are complied with.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
 
GUARANTEED DELIVERY PROCEDURE
 
     If you are a registered holder of initial notes and desire to tender your
notes, and (1) these notes are not immediately available, (2) time will not
permit your notes or other required documents to reach the exchange agent before
the expiration date, or (3) the procedures for book-entry transfer cannot be
completed on a timely basis and an agent's message delivered, you may still
tender in this exchange offer if:
 
       you tender through an eligible institution,
 
      on or before the expiration date, the exchange agent receives a properly
      completed and duly executed letter of transmittal or facsimile of the
      letter of transmittal and a notice of guaranteed delivery, substantially
      in the form provided by us, with your name and address as holder of the
      initial notes and the amount of notes tendered, stating that the tender is
      being made by this letter and notice and guaranteeing that within three
      New York Stock Exchange trading days after the expiration date the
      certificates for all the initial notes tendered, in proper form for
      transfer, or a book-entry confirmation with an agent's message, as the
      case may be, and any other documents required by the letter of transmittal
      will be deposited by the eligible institution with the exchange agent, and
 
      the certificates for all your tendered initial notes in proper form for
      transfer, or a book-entry confirmation, as the case may be, and all other
      documents required by the letter of transmittal are received by the
      exchange agent within three New York Stock Exchange trading days after the
      expiration date.
 
ACCEPTANCE OF INITIAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
 
     Your tender of initial notes will constitute an agreement between you and
us governed by the terms and conditions provided in this prospectus and in the
letter of transmittal.
 
     We will be deemed to have received your tender as of the date when your
duly signed letter of transmittal accompanied by your initial notes tendered, or
a timely confirmation of a book-entry transfer of these notes into the exchange
agent's account at The Depository Trust Company with an
 
                                       88
 

<PAGE>

<PAGE>
agent's message, or a notice of guaranteed delivery from an eligible institution
is received by the exchange agent.
 
     All questions as to the validity, form, eligibility, including time of
receipt, acceptance and withdrawal tenders will be determined by us in our sole
discretion. Our determination will be final and binding.
 
     We reserve the absolute right to reject any and all initial notes not
properly tendered or any initial notes which, if accepted, would, in our opinion
or our counsel's opinion, be unlawful. We also reserve the absolute right to
waive any conditions of this exchange offer or irregularities or defects in
tender as to particular notes. Our interpretation of the terms and conditions of
this exchange offer, including the instructions in the letter of transmittal,
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of initial notes must be cured within
the time that we shall determine. Neither we, the exchange agent nor any other
person will be under any duty to give notification of defects or irregularities
with respect to tenders of initial notes. Neither we nor the exchange agent will
incur any liability for any failure to give notification of these defects or
irregularities. Tenders of initial notes will not be deemed to have been made
until the irregularities have been cured or waived. The exchange agent will
return without cost to their holders any initial notes that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived as promptly as practicable following the expiration date.
 
     If all the conditions to the exchange offer are satisfied or waived on the
expiration date, we will accept all initial notes properly tendered and will
issue the exchange notes promptly thereafter. Please refer to the section of
this prospectus entitled ' -- Conditions to the Exchange Offer' below. For
purposes of this exchange offer, initial notes will be deemed to have been
accepted as validly tendered for exchange when, as and if, we give oral or
written notice of acceptance to the exchange agent.
 
     We will issue the exchange notes in exchange for the initial notes tendered
by a notice of guaranteed delivery by an eligible institution only against
delivery to the exchange agent of the letter of transmittal, the tendered
initial notes and any other required documents, or the receipt by the exchange
agent of a timely confirmation of a book-entry transfer of initial notes into
the exchange agent's account at The Depository Trust Company with an agent's
message, in each case, in form satisfactory to us and the exchange agent.
 
     If any tendered initial notes are not accepted for any reason or if initial
notes are submitted for a greater principal amount than the holder desires to
exchange, the unaccepted or non-exchanged initial notes will be returned without
expense to the tendering holder, or, in the case of initial notes tendered by
book-entry transfer procedures described above, will be credited to an account
maintained with the book-entry transfer facility, as promptly as practicable
after withdrawal, rejection of tender or the expiration or termination of the
exchange offer.
 
     In addition, we reserve the right in our sole discretion, but in compliance
with the provisions of the indenture, to:
 
      purchase or make offers for any initial notes that remain outstanding
      after the expiration date, or, as described under ' -- Expiration Date;
      Extensions; Amendments; Termination,' to terminate the exchange offer as
      provided by the terms of our registration rights agreement, and
 
      purchase initial notes in the open market, in privately negotiated
      transactions or otherwise, to the extent permitted by applicable law.
 
     The terms of any of the purchases or offers described above could differ
from the terms of the exchange offer.
 
WITHDRAWAL OF TENDERS
 
     Except as otherwise provided in this prospectus, you may withdraw tenders
of initial notes at any time before 5:00 p.m., New York City time, on the
expiration date.
 
     For a withdrawal to be effective, you must send a written or facsimile
transmission notice of withdrawal to the exchange agent before 5:00 p.m., New
York City time, on the expiration date at the
 
                                       89
 

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<PAGE>
address provided below under ' -- Exchange Agent' and before acceptance of your
tendered initial notes for exchange by us.
 
     Any notice of withdrawal must:
 
      specify the name of the person having tendered the initial notes to be
      withdrawn,
 
      identify the initial notes to be withdrawn, including, if applicable, the
      registration number or numbers and total principal amount of these notes,
 
      be signed by the person having tendered the initial notes to be withdrawn
      in the same manner as the original signature on the letter of transmittal
      by which these initial notes were tendered, including any required
      signature guarantees, or be accompanied by documents of transfer
      sufficient to permit the trustee for the initial notes to register the
      transfer of these notes into the name of the person having made the
      original tender and withdrawing the tender, and
 
       state that you are withdrawing your tender of initial notes.
 
     We will determine all questions as to the validity, form and eligibility,
including time of receipt, of all notices of withdrawal and our determination
will be final and binding on all parties. Initial notes that are withdrawn will
be deemed not to have been validly tendered for exchange in this exchange offer.
 
     You may retender properly withdrawn initial notes in this exchange offer by
following one of the procedures described under ' -- Procedures for Tendering
Initial Notes' above at any time before the expiration date.
 
CONDITIONS TO THE EXCHANGE OFFER
 
     With exceptions, we will not be required to accept initial notes for
exchange, or issue exchange notes in exchange for any initial notes, and we may
terminate or amend the exchange offer as provided in this prospectus before the
acceptance of the initial notes, if:
 
      the exchange offer violates applicable law of any interpretation of the
      staff of the Securities and Exchange Commission,
 
      you do not tender your initial notes in the manner required by the
      exchange offer, or
 
      a court or before any governmental authority has issued an injunction,
      order or decree that would prevent or impair our ability to proceed with
      the exchange offer.
 
     These conditions are for our sole benefit. We may assert any of these
conditions regardless of the circumstances giving rise to any of them. We may
also waive these conditions, in whole or in part, at any time and from time to
time, if we determine in our reasonable discretion, but within the limits of
applicable law, that any of the foregoing events or conditions has occurred or
exists or has not been satisfied. Our failure at any time to exercise any of
rights will not be deemed a waiver of these rights and these rights will be
deemed ongoing rights which we may assert at any time and from time to time.
 
     If we determine that we may terminate the exchange offer, as provided
above, we may:
 
      refuse to accept any initial notes and return any initial notes that have
      been tendered to their holders,
 
      extend the exchange offer and retain all initial notes tendered before the
      expiration date, allowing, however, the holders of tendered initial notes
      to exercise their rights to withdraw their tendered initial notes, or
 
      waive any termination event with respect to the exchange offer and accept
      all properly tendered initial notes that have not been withdrawn or
      otherwise amend the terms of the exchange offer in any respect as provided
      under the section in this prospectus entitled ' -- Expiration Date;
      Extensions; Amendments; Termination.'
 
     If we determine that we may terminate the exchange offer, we may be
required to file a shelf registration statement with the Securities and Exchange
Commission as described under ' -- Shelf Registration Statement.'
 
                                       90
 

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<PAGE>
     The exchange offer is not dependent upon any minimum principal amount of
initial notes being tendered for exchange.
 
     We have no obligation to, and will not knowingly, permit acceptance of
tenders of initial notes:
 
      from persons who are considered affiliates under Rule 405 of the
      Securities Act,
 
      from any other holder or holders who are not eligible to participate in
      the exchange offer under the applicable law or its interpretations by the
      Securities and Exchange Commission, or
 
      if the exchange notes to be received by the holder or holders of initial
      notes in the exchange offer, upon receipt, will not be tradable by these
      holders without restriction under the Securities Act and the Securities
      Exchange Act and without material restrictions under the blue sky or
      securities laws of substantially all of the states of the United States.
 
ACCOUNTING TREATMENT
 
     We will record the exchange notes at the same carrying value as the initial
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, we will not recognize any gain or loss for accounting purposes. We
will amortize the costs of the exchange offer and the unamortized expenses
related to the issuance of the exchange notes over the term of the exchange
notes.
 
EXCHANGE AGENT
 
     We have appointed The Bank of New York as exchange agent for the exchange
offer. You should direct all questions and requests for assistance or additional
copies of this prospectus or the letter of transmittal to the exchange agent as
follows:
 
<TABLE>
<S>                                    <C>                                    <C>
  By Registered or Certified Mail:           By Facsimile in New York:            By Overnight Courier or Hand:
        The Bank of New York             (for Eligible Institutions only)             The Bank of New York
     101 Barclay Street-Floor 7E                  (212) 815-6339                       101 Barclay Street
      New York, New York 10286                 Confirm by Telephone:             Corporate Trust Service Window
        Attention: [       ]                   (212) 815- [       ]                       Ground Floor
                                                                                    New York, New York 10286
                                                                                      Attention: [       ]
</TABLE>
 
FEES AND EXPENSES
 
     We will bear the expenses of soliciting tenders under the exchange offer.
The principal solicitation for tenders under the exchange offer is being made by
mail; however, our officers and other employees may make additional
solicitations by telegraph, telephone, telecopy or in person.
 
     We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. However, we will pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket expenses in connection with the
exchange offer. We may also pay brokerage houses and other custodians, nominees
and fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding copies of the prospectus, letters of transmittal and related
documents to the beneficial owners of the initial notes, and in handling or
forwarding tenders for exchange.
 
     We will pay the expenses incurred in connection with the exchange offer,
including fees and expenses of the exchange agent and trustee and accounting,
legal, printing and related fees and expenses.
 
     We will generally pay all transfer taxes, if any, applicable to the
exchange of initial notes, under the exchange offer. However, tendering holders
will pay the amount of any transfer taxes, whether imposed on the registered
holder or any other person, if:
 
      certificates representing exchange notes or initial notes for principal
      amounts not tendered or accepted for exchange are to be delivered to, or
      are to be registered or issued in the name of, any person other than the
      registered holder of the initial notes tendered, or
 
                                       91
 

<PAGE>

<PAGE>
      tendered initial notes are registered in the name of any person other than
      the person signing the letter of transmittal, or
 
      a transfer tax is imposed for any reason other than the exchange of
      initial notes under the exchange offer.
 
     If satisfactory evidence of payment of these taxes or exemption therefrom
is not submitted with the letter of transmittal, the amount of the transfer
taxes will be billed directly to the tendering holder.
 
YOUR FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE CONSEQUENCES
 
     If you do not exchange your initial notes for exchange notes under the
exchange offer or if you do not properly tender your initial notes in the
exchange offer, your initial notes will remain outstanding and continue to
accrue interest. However, you will not be able to resell, offer to resell or
otherwise transfer the initial notes unless they are registered under the
Securities Act or unless you resell them, offer to resell or otherwise transfer
them under an exemption from the registration requirements of, or in a
transaction not governed by the Securities Act. In addition, you will no longer
be able to obligate us to register the initial notes under the Securities Act,
except in the limited circumstances provided under our registration rights
agreement. The restrictions on transfer of your initial notes arise because we
issued the initial notes under exemptions from, or in transactions not governed
by, the registration requirements of the Securities Act and applicable state
securities laws. In addition, if you want to exchange your initial notes in the
exchange offer for the purpose of participating in a distribution of the
exchange notes, you may be deemed to have received restricted securities, and,
if so, will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. To
the extent the initial notes are tendered and accepted in the exchange offer,
the trading market, if any, for the initial notes would be adversely affected.
Please refer to the section in this prospectus entitled 'Risk Factors -- Your
failure to participate in the exchange offer will have adverse consequences.'
 
                                       92


<PAGE>

<PAGE>
                       DESCRIPTION OF THE EXCHANGE NOTES
 
     The form and terms of the exchange notes are the same as the form and terms
of the initial notes, except that the exchange notes have been registered under
the Securities Act, will not bear legends restricting the transfer thereof and
will not be entitled to registration rights under our registration rights
agreement. We issued the initial notes and will issue the exchange notes under
the indenture, dated as of February 25, 1999, among the issuers, the guarantors
of the initial notes and The Bank of New York, as trustee. The terms of the
exchange notes will include those stated in the indenture and in the provisions
of the exchange notes themselves, as well as those made part of the indenture by
reference to the Trust Indenture Act. The exchange notes will be subject to all
such terms, and we refer you to the indenture, the exchange notes and the Trust
Indenture Act for a statement of such terms. Except as otherwise indicated, the
following description relates both to the initial notes and the exchange notes
and is a summary of the material provisions of the indenture and the exchange
note. It does not restate those items in their entirety. We urge you to read the
indenture and the exchange notes because they, and not this description, define
your rights as holder of the exchange notes. We have filed copies of the
indenture and the form of exchange notes as exhibits to the registration
statement which includes this prospectus. The definitions of certain terms used
in the following summary are indicated below under ' -- Certain Definitions.'
For purposes of this summary, the term 'Triarc Consumer Products Group' refers
only to Triarc Consumer Products Group, LLC and not to any of Triarc Consumer
Products Group, LLC's subsidiaries. Also, in this description 'initial notes'
and 'exchange notes' are collectively referred to as the 'notes.'
 
GENERAL
 
     The exchange notes are unsecured senior subordinated obligations of the
issuers, initially limited to $300 million aggregate principal amount, and
mature on February 15, 2009. The exchange notes bear interest at 10 1/4% from
February 25, 1999, or from the most recent date to which interest has been paid
or provided for, payable semiannually in arrears to holders of record at the
close of business on the February 1 or August 1 immediately preceding the
interest payment date on February 15 and August 15 of each year, commencing
August 15, 1999. The issuers will pay interest on overdue principal at 1% per
annum in excess of such rate, and they will pay interest on overdue installments
of interest at such higher rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.
 
     Triarc Beverage Holdings Corp., a wholly owned subsidiary of Triarc
Consumer Products Group incorporated in Delaware, served as the co-issuer of the
initial notes to facilitate the offering of initial notes. Triarc Consumer
Products Group believed that some prospective purchasers of the notes may have
been restricted in their ability to purchase debt securities of limited
liability companies, including Triarc Consumer Products Group, unless the debt
securities were jointly issued by a corporation. Triarc Beverage Holdings Corp.
is the holding company for a substantial portion of Triarc Consumer Products
Group's premium beverage businesses.
 
     The exchange notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple of $1,000. No
service charge shall be made for any registration of transfer or exchange of the
initial notes, but the issuers may require payment of a sum sufficient to cover
any transfer tax or other similar governmental charge payable in connection
therewith.
 
     Subject to the covenants described below, the issuers may issue additional
notes (the 'Additional Notes') under the indenture having the same terms in all
respects as the exchange notes except that interest will accrue on the
Additional Notes from and including the date of issuance of the Additional
Notes. The exchange notes offered hereby and any Additional Notes would be
treated as a single class for all purposes under the indenture and will vote
together as one class on all matters with respect to the notes.
 
OPTIONAL REDEMPTION
 
     Except as set forth in the following paragraph, the notes will not be
redeemable at the option of the issuers prior to February 15, 2004. Thereafter,
the notes will be redeemable, at the option of the issuers,
 
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<PAGE>
in whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days' prior notice mailed by first class mail to each holder's
registered address, at the following redemption prices, expressed as in
percentages of principal amount on the redemption date, plus accrued and unpaid
interest to the redemption date, subject to the right of the holders of record
on the relevant record date to receive interest due on the relevant interest
payment date, if redeemed during the 12-month period commencing on February 15
of the years set forth below:
 
<TABLE>
<CAPTION>
                                                                                             REDEMPTION
PERIOD                                                                                          PRICE
------------------------------------------------------------------------------------------   -----------
 
<S>                                                                                          <C>
2004......................................................................................     105.1250%
2005......................................................................................     103.4167
2006......................................................................................     101.7083
2007 and thereafter.......................................................................     100.0000
</TABLE>
 
     In addition, at any time and from time to time prior to February 15, 2002,
the issuers may redeem in the aggregate up to 35% of the original principal
amount of the notes with the proceeds of one or more Qualified Public Equity
Offerings, at a redemption price, expressed as a percentage of principal amount
on the redemption date, of 110.25% plus accrued and unpaid interest to the
redemption date, subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date;
provided, however, that
 
          (a) at least 65% of the aggregate principal amount of the notes ever
     issued under the indenture must remain outstanding and be held, directly or
     indirectly, by Persons other than Triarc Consumer Products Group and its
     Affiliates, immediately after each such redemption; and
 
          (b) such redemption shall occur within 60 days of the applicable
     Qualified Public Equity Offering.
 
     For purposes of this provision, a Qualified Public Equity Offering means an
underwritten primary public offering of Common Stock of Triarc Consumer Products
Group or Triarc Parent, to the extent the proceeds are contributed to Triarc
Consumer Products Group as equity, pursuant to an effective registration
statement under the Securities Act.
 
     In the case of any partial redemption, selection of the notes for
redemption will be made by the trustee on a pro rata basis, by lot or by such
other method as the trustee in its sole discretion shall deem to be fair and
appropriate, although no note of $1,000 in original principal amount or less
shall be redeemed in part. If any note is to be redeemed in part only, the
notice of redemption relating to such note shall state the portion of the
principal amount thereof to be redeemed. A new note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the holder thereof
upon cancellation of the original note.
 
SINKING FUND
 
     There is no sinking fund payments for the notes.
 
GUARANTEES
 
     The obligations of the issuers pursuant to the notes, including the
repurchase obligation resulting from a Change of Control, are unconditionally
guaranteed, jointly and severally, on an unsecured senior subordinated basis, by
each of the Subsidiary Guarantors. Each Subsidiary Guaranty is limited in amount
to an amount not to exceed the maximum amount that can be guaranteed by the
applicable Subsidiary Guarantor without rendering the Subsidiary Guaranty, as it
relates to such Subsidiary Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally. If a Subsidiary Guaranty were to be rendered
voidable, it could be subordinated by a court to all other indebtedness,
including guarantees and other contingent liabilities, of the applicable
Subsidiary Guarantor, and, depending on the amount of such indebtedness, a
Subsidiary Guarantor's liability on its Subsidiary Guaranty could be reduced to
zero. See 'Risk Factors -- A court could declare the exchange notes junior in
right of payment or take other actions under fraudulent transfer statutes that
are detrimental to you.'
 
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<PAGE>
     The indenture permits the Subsidiary Guaranty of RC/Arby's and each of its
direct and indirect Subsidiaries, other than Royal Crown Company, Inc. and its
Subsidiaries, to be released and will permit Triarc Consumer Products Group to
distribute the Capital Stock of RC/Arby's and such Subsidiaries to Triarc
Parent, as a Permitted Arby's Dividend upon satisfaction of certain conditions
described in the definition of 'Permitted Arby's Dividend.'
 
RANKING
 
     The indebtedness evidenced by the notes and the Subsidiary Guarantees is
unsecured senior subordinated obligations of the issuers and the Subsidiary
Guarantors, as the case may be. The obligations of the issuers and the
Subsidiary Guarantors with respect to the payment of the principal of, premium,
if any, and interest on, and all other obligations in respect of, the notes and
the Subsidiary Guarantees are subordinate in right of payment, as set forth in
the indenture, to the prior payment in full of all Senior Indebtedness of the
relevant issuer or Subsidiary Guarantor, as the case may be, whether outstanding
on the Closing Date, or thereafter incurred, including the obligations of such
issuer or Subsidiary Guarantor under the Credit Agreement. For purposes of this
section, 'payment in full,' as used with respect to Senior Indebtedness means
the payment of cash.
 
     As of January 3, 1999, after giving pro forma effect to the Transactions,
the Senior Indebtedness of the issuers and the Subsidiary Guarantors, on a
combined basis would have been approximately $486.3 million, substantially all
of which is secured indebtedness. Although the indenture contains limitations on
the amount of additional Indebtedness that the issuers and the Subsidiary
Guarantors may incur, under certain circumstances the amount of such
Indebtedness could be substantial and, in any case, such Indebtedness may be
Senior Indebtedness. See ' -- Certain Covenants -- Limitation on Indebtedness.'
 
     All the operations of Triarc Consumer Products Group are conducted through
its subsidiaries. Triarc Consumer Products Group's foreign subsidiaries do not
guarantee the notes. Claims of creditors of such non-guarantor subsidiaries,
including trade creditors, secured creditors and creditors holding indebtedness
and guarantees issued by such subsidiaries, and claims of preferred
stockholders, if any, of such subsidiaries generally will have priority with
respect to the assets and earnings of such subsidiaries over the claims of
creditors of Triarc Consumer Products Group, including holders of the notes,
even if such obligations do not constitute Senior Indebtedness. The notes and
each Subsidiary Guaranty, therefore, will be effectively subordinated to
creditors, including trade creditors, and preferred stockholders, if any, of
subsidiaries of Triarc Consumer Products Group, other than the Subsidiary
Guarantors. As of January 3, 1999, after giving pro forma effect to the
Transactions, the total liabilities of the Subsidiaries, other than the
Subsidiary Guarantors, would have been approximately $3.7 million, including
trade payables. Although the indenture limits the incurrence of Indebtedness and
preferred stock of certain of Triarc Consumer Products Group's subsidiaries,
such limitation is subject to a number of significant qualifications. Moreover,
the indenture does not impose any limitation on the incurrence by such
subsidiaries of liabilities that are not considered Indebtedness under the
indenture. See ' -- Certain Covenants -- Limitation on Indebtedness.'
 
     Only Indebtedness of an issuer or a Subsidiary Guarantor that is Senior
Indebtedness will rank senior to the notes and the relevant Subsidiary Guaranty
in accordance with the provisions of the indenture. The notes and each
Subsidiary Guaranty will in all respects rank pari passu with all other Senior
Subordinated Indebtedness of the relevant issuer or Subsidiary Guarantor,
respectively. Each issuer and each Subsidiary Guarantor has agreed in the
indenture that it will not Incur, directly or indirectly, any Indebtedness that
is subordinate or junior in ranking in right of payment to its Senior
Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
expressly subordinated in right of payment to Senior Subordinated Indebtedness.
Unsecured Indebtedness is not deemed to be subordinated or junior to Secured
Indebtedness merely because it is unsecured.
 
     No direct or indirect payment, deposit or distribution of any kind or
character, whether in cash, property or securities, including any payment made
to holders of the notes under the terms of Indebtedness subordinated to the
notes, by setoff or otherwise, by or on behalf of an issuer of principal of,
premium, if any, or interest on, or any other obligation in respect of, the
notes, whether pursuant to the terms of the notes or upon acceleration, by way
of repurchase, redemption, defeasance or otherwise, the making of all such
payments, deposits and distributions being referred to herein, individually and
 
                                       95
 

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<PAGE>
collectively, as to, 'pay the notes', may be made if any Designated Senior
Indebtedness of such issuer is not paid when due, whether at maturity, on
account of mandatory redemption or prepayment, acceleration or otherwise, unless
the default has been cured or waived and any acceleration resulting therefrom
has been rescinded or such Designated Senior Indebtedness has been paid in full.
However, such issuer may pay the notes without regard to the foregoing if it and
the trustee receive written notice approving such payment from the
Representative of the Designated Senior Indebtedness with respect to which the
events set forth in the immediately preceding sentence have occurred and is
continuing. During the continuance of any default, other than a default
described in the second preceding sentence, with respect to any Designated
Senior Indebtedness of an issuer pursuant to which the maturity thereof may be
accelerated immediately without further notice, except such notice as may be
required to effect such acceleration, or the expiration of any applicable grace
periods, such issuer may not pay the notes for a period (a 'Payment Blockage
Period') commencing upon the receipt by the trustee, with a copy to such issuer,
of written notice (a 'Blockage Notice') of such default from the Representative
of the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter, or earlier if
such Payment Blockage Period is terminated:
 
     (a) by written notice to the trustee and such issuer from the Person or
Persons who gave such Blockage Notice,
 
     (b) because the default giving rise to such Blockage Notice is no longer
continuing or
 
     (c) because such Designated Senior Indebtedness has been repaid in full.
 
     Notwithstanding the provisions described in the last sentence of the
immediately preceding paragraph, including clauses (a) through (c), but subject
to the provisions described in the first sentence of the immediately preceding
paragraph, unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, such issuer may resume payments on the notes after the end
of such Payment Blockage Period. The notes shall not be subject to more than one
Payment Blockage Period in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period.
 
     Upon any payment or distribution of the assets of an issuer upon a total or
partial liquidation or dissolution or reorganization of or similar proceeding
relating to such issuer or its property, the holders of Senior Indebtedness will
be entitled to receive payment in full in cash of such Senior Indebtedness
before the noteholders are entitled to receive any payment from such issuer and,
until the Senior Indebtedness is paid in full in cash, any payment or
distribution to which noteholders would be entitled but for the subordination
provisions of the indenture will be made to holders of such Senior Indebtedness
as their interests may appear except that noteholders may receive shares of
stock, other than any shares of stock which, by their terms or the terms of any
security into which they are convertible or for which they are exchangeable, or
upon the happening of any event, mature or are mandatorily redeemable or are
redeemable at the option of the holder thereof, in whole or in part, and any
debt securities that are subordinated to such Senior Indebtedness to at least
the same extent as the notes provided that such stock and debt securities are
provided for by a plan of reorganization or readjustment authorized by an order
or decree of a court of competent jurisdiction in a reorganization proceeding
under any applicable bankruptcy, insolvency or other similar law. If a
distribution is made to noteholders that, due to the subordination provisions,
should not have been made to them, such noteholders are required to hold it in
trust for the holders of Senior Indebtedness and pay it over to them as their
interests may appear.
 
     If payment of the notes is accelerated because of an Event of Default, the
issuers or the trustee shall promptly notify the holders of Designated Senior
Indebtedness or the Representative of such holders of the acceleration. If any
Designated Senior Indebtedness is outstanding, neither the issuers nor any
Subsidiary Guarantor may pay the notes until five business days after the
Representatives of all the issues of Designated Senior Indebtedness receive
notice of such acceleration and, thereafter, may pay the notes only if the
indenture otherwise permits payment at that time.
 
     To the extent any payment of Senior Indebtedness, whether by or on behalf
of the issuer, as proceeds of security or enforcement of any right of setoff or
otherwise, is declared to be fraudulent or
 
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preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed
to be reinstated and outstanding as if such payment had not occurred. To the
extent the obligation to repay any Senior Indebtedness is declared to be
fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then the obligation so
declared fraudulent, invalid or otherwise set aside and all other amounts that
would come due with respect thereto had such obligation not been so affected
shall be deemed to be reinstated and outstanding as Senior Indebtedness for all
purposes hereof as if such declaration, invalidity or setting aside had not
occurred.
 
     If the issuers fail to make any payment on the notes when due or within any
applicable grace period, whether or not on account of the payment blockage
provision referred to above, such failure would constitute an Event of Default
under the indenture and would enable the holders to accelerate the maturity
thereof. See ' -- Events of Default.'
 
     The obligations of a Subsidiary Guarantor under its Subsidiary Guaranty are
unsecured senior subordinated obligations. As such, the rights of noteholders to
receive payment by a Subsidiary Guarantor pursuant to its Subsidiary Guaranty
will be subordinated in right of payment to the rights of holders of Senior
Indebtedness of such Subsidiary Guarantor. The terms of the subordination
provisions described above with respect to the issuers' obligations under the
notes apply equally to a Subsidiary Guarantor and the obligations of such
Subsidiary Guarantor under its Subsidiary Guaranty.
 
     BY REASON OF THE SUBORDINATION PROVISIONS CONTAINED IN THE INDENTURE, IN
THE EVENT OF INSOLVENCY, CREDITORS OF AN ISSUER OR A SUBSIDIARY GUARANTOR WHO
ARE HOLDERS OF SENIOR INDEBTEDNESS OF SUCH ISSUER OR SUBSIDIARY GUARANTOR, AS
THE CASE MAY BE, MAY RECOVER MORE, RATABLY, THAN THE NOTEHOLDERS.
 
     The terms of the subordination provisions described above will not apply to
payments from money or the proceeds of U.S. Government obligations deposited in
trust prior to the occurrence of an event prohibiting payment of or on the notes
and held in trust by the trustee for the payment of principal of and interest on
the notes pursuant to the provisions described under ' -- Defeasance.'
 
CERTAIN COVENANTS
 
     The indenture contains covenants including, among others, the following:
 
LIMITATION ON INDEBTEDNESS.
 
     (a) Triarc Consumers Products Group shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;
provided, however, that any issuer or any Subsidiary Guarantor may Incur
Indebtedness if, on the date of such Incurrence and after giving effect thereto,
the Consolidated Coverage Ratio exceeds 2.0 to 1.
 
     (b) Notwithstanding the foregoing paragraph (a), Triarc Consumer Products
Group and the Restricted Subsidiaries may Incur any or all of the following
Indebtedness:
 
          (1) Indebtedness Incurred pursuant to the Credit Agreement by an
     issuer or a Subsidiary Guarantor; provided, however, that, after giving
     effect to any such Incurrence, the aggregate principal amount of such
     Indebtedness then outstanding does not exceed the greater of
 
             (i) $545.0 million less the sum of all principal payments with
        respect to such Indebtedness pursuant to
 
                (A) the covenant described under ' -- Limitation on Sales of
           Assets and Subsidiary Stock' and/or
 
                (B) a Permitted Arby's Securitization; provided that, after a
           Permitted Arby's IPO Dividend, the aggregate principal amount of such
           Indebtedness then outstanding shall not exceed $425.0 million less
           the sum of all principal payments with respect to such
 
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           Indebtedness pursuant to the covenant described under ' -- Limitation
           on Sales of Assets and Subsidiary Stock'; or
 
          (ii) the sum of
 
             (x) 50.0% of the book value of the inventory of Triarc Consumer
        Products Group and its Restricted Subsidiaries and
 
             (y) 80.0% of the book value of the accounts receivable of Triarc
        Consumer Products Group and its Restricted Subsidiaries, to the extent
        such inventory or accounts receivable is not subject to any Lien
        securing Indebtedness other than Liens securing Obligations under the
        Credit Agreement,
 
in each case as of the date of the most recent balance sheet of Triarc Consumer
Products Group filed or delivered to the trustee pursuant to the 'SEC Reports'
covenant, as determined on a pro forma basis after giving effect to any Business
Disposition, Business Acquisition or designation of a Restricted Subsidiary as
an Unrestricted Subsidiary occurring after the date of such balance sheet;
 
          (2) Indebtedness owed to and held by Triarc Consumer Products Group or
     a Restricted Subsidiary; provided, however, that
 
             (i) any subsequent issuance or transfer of any Capital Stock which
        results in any such Restricted Subsidiary ceasing to be a Restricted
        Subsidiary or any subsequent transfer of such Indebtedness, other than
        to Triarc Consumer Products Group or a Restricted Subsidiary, shall be
        deemed, in each case, to constitute the Incurrence of such Indebtedness
        by the obligor thereon not permitted by this clause (2) and
 
             (ii) if an issuer or a Subsidiary Guarantor is the obligor on such
        Indebtedness, such Indebtedness is expressly subordinated to the prior
        payment in full in cash of all obligations with respect to the Notes;
 
          (3) the notes, but not any Additional Notes, and the Subsidiary
     Guarantees;
 
          (4) Indebtedness outstanding on the Closing Date, other than
     Indebtedness described in clause (1), (2) or (3) of this covenant;
 
          (5) Indebtedness of Foreign Restricted Subsidiaries in an aggregate
     principal amount at any time outstanding under this clause (5) not to
     exceed the greater of (x) $5.0 million or (y) 10% of Consolidated Total
     Assets of Triarc Consumer Products Group's Foreign Restricted Subsidiaries;
 
          (6) Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to paragraph (a) or pursuant to clause (3), (4) or this clause
     (6);
 
          (7) Hedging Obligations under Currency Agreements and Interest Rate
     Agreements, provided that such Currency Agreements do not increase the
     Indebtedness of the obligor outstanding at any time other than as a result
     of fluctuations in foreign currency exchange rates or by reason of fees,
     indemnities and compensation payable thereunder and provided further that
     the notional principal amount of Indebtedness with respect to any such
     Interest Rate Agreement does not exceed the principal amount of the
     Indebtedness to which such Interest Rate Agreement relates;
 
          (8) Indebtedness represented by Capital Lease Obligations or other
     purchase money Indebtedness of any issuer or any Subsidiary Guarantor
     incurred for the purpose of leasing or incurred for the purpose of leasing
     or financing or refinancing all or any part of the purchase price or cost
     of construction or improvements of any property, real or personal, or other
     assets that are used or useful in a Related Business, whether through the
     direct purchase of assets or the Capital Stock of any Person owning such
     assets and whether such Indebtedness is owed to the seller or the Person
     carrying out any construction or improvement or to any third party, in an
     aggregate principal amount at any time outstanding under this clause (8)
     not to exceed $20.0 million; provided that
 
             (x) such Indebtedness is not secured by any property or assets of
        Triarc Consumer Products Group and its Restricted Subsidiaries other
        than the property or assets so leased, acquired, constructed or improved
        and
 
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             (y) such Indebtedness is created within 90 days of the acquisition
        or completion of construction or improvement of the related property or
        asset;
 
          (9) Indebtedness arising from agreements of Triarc Consumer Products
     Group or a Restricted Subsidiary providing for indemnification, adjustment
     of purchase price or similar obligations, in each case, incurred or assumed
     in connection with the disposition of any business, asset or Subsidiary,
     other than Guarantees of Indebtedness incurred by any Person acquiring all
     or any portion of such business, assets or Subsidiary for the purpose of
     financing such acquisition; provided that the maximum assumable liability
     in respect of such Indebtedness shall at no time exceed the gross proceeds,
     including non-cash proceeds, the fair market value of such non-cash
     proceeds being measured at the time received and without giving effect to
     any such subsequent changes in value, actually received by Triarc Consumer
     Products Group and/or such Restricted Subsidiary in connection with such
     disposition;
 
          (10) Obligations in respect of performance and surety bonds and
     completion guarantees provided by Triarc Consumer Products Group or any
     Restricted Subsidiary in the ordinary course of business;
 
          (11) Indebtedness of a Subsidiary Guarantor Incurred and outstanding
     on or prior to the date on which such Person was acquired by Triarc
     Consumer Products Group, other than Indebtedness Incurred in connection
     with, or to provide all or any portion of the funds or credit support
     utilized to consummate, the transactions or series of related transactions
     pursuant to which such Person became a Subsidiary or was acquired by Triarc
     Consumer Products Group, in an aggregate principal amount at any time
     outstanding, which together with the principal amount of all other
     Indebtedness under this clause (11) outstanding on the date of such
     Incurrence does not exceed $20.0 million;
 
          (12) Guarantees by any issuer or any Subsidiary Guarantor of any
     Indebtedness permitted to be Incurred pursuant to this covenant; and
 
          (13) Indebtedness of any issuer or any Subsidiary Guarantor in an
     aggregate principal amount which, together with all other Indebtedness of
     the issuers and the Subsidiary Guarantors outstanding on the date of such
     Incurrence, other than Indebtedness permitted by clauses (1) through (12)
     above or paragraph (a), after giving effect to the use of the proceeds of
     such Incurrence of Indebtedness on such day does not exceed $45.0 million.
 
     (c) Notwithstanding the foregoing, the issuers and the Subsidiary
Guarantors shall not Incur any Indebtedness pursuant to the foregoing paragraph
(b) if the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations unless such Indebtedness shall be subordinated to the
notes or the Subsidiary Guarantees, as the case may be, to at least the same
extent as such Subordinated Obligations.
 
     (d) For purposes of determining compliance with the foregoing covenant:
 
          (i) in the event that an item of Indebtedness meets the criteria of
     more than one of the types of Indebtedness described above, Triarc Consumer
     Products Group, in its sole discretion, will classify such item of
     Indebtedness and only be required to include the amount and type of such
     Indebtedness in one of the above clauses or the first paragraph hereof, and
 
          (ii) an item of Indebtedness may be divided and classified in more
     than one of the types of Indebtedness described above.
 
     In addition, Triarc Consumer Products Group may, at any time, change the
classification of an item of Indebtedness, or any portion thereof, to any other
clause or to the first paragraph hereof; provided that Triarc Consumer Products
Group would be permitted to incur such item of Indebtedness, or portion thereof,
pursuant to such clause or the first paragraph hereof, as the case may be, at
such time of reclassification.
 
LIMITATION ON RESTRICTED PAYMENTS.
 
     (a) Triarc Consumer Products Group shall not, and shall not permit any
Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if
at the time Triarc Consumer Products Group or
 
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such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall
have occurred and be continuing, or would result therefrom; (2) Triarc Consumer
Products Group is not able to Incur an additional $1.00 of Indebtedness pursuant
to paragraph (a) of the covenant described under ' -- Limitation on
Indebtedness'; or (3) the aggregate amount of such Restricted Payment and all
other Restricted Payments since the Closing Date, would exceed the sum of,
without duplication:
 
          (A) 50% of the Consolidated Net Income accrued during the period,
     treated as one accounting period, from the beginning of the fiscal quarter
     immediately following the Closing Date to the end of the most recent fiscal
     quarter ending prior to the date of such Restricted Payment for which
     reports have been filed or provided to the trustee pursuant to the 'SEC
     Reports' covenant, or, in case such Consolidated Net Income shall be a
     deficit, minus 100% of such deficit;
 
          (B) the aggregate Net Cash Proceeds received by Triarc Consumer
     Products Group as a contribution to its capital or from the issuance or
     sale of its Capital Stock, other than Disqualified Stock, subsequent to the
     Closing Date, other than an issuance or sale to a Subsidiary of Triarc
     Consumer Products Group, including an issuance or sale permitted by the
     indenture of Indebtedness of Triarc Consumer Products Group for cash
     subsequent to the Closing Date upon the conversion of such Indebtedness
     into Capital Stock, other than Disqualified Stock, of Triarc Consumer
     Products Group;
 
          (C) an amount equal to the sum of
 
             (i) the net reduction in Investments in Unrestricted Subsidiaries
        resulting from dividends, repayments of loans or advances or other
        transfers of assets, in each case to Triarc Consumer Products Group or
        any Restricted Subsidiary from Unrestricted Subsidiaries, and
 
             (ii) the portion, proportionate to Triarc Consumer Products Group's
        equity interest in such Subsidiary, of the fair market value of the net
        assets of an Unrestricted Subsidiary at the time such Unrestricted
        Subsidiary is designated a Restricted Subsidiary; provided, however,
        that the foregoing sum shall not exceed, in the case of any Unrestricted
        Subsidiary, the amount of Investments previously made, and treated as a
        Restricted Payment, by Triarc Consumer Products Group or any Restricted
        Subsidiary in such Unrestricted Subsidiary; and
 
          (D) to the extent that any Investment, other than a Permitted
     Investment, that was made after the Closing Date is sold for cash or
     otherwise liquidated, repaid or otherwise reduced, including by way of
     dividend, for cash, an amount equal to the lesser of (i) the cash return of
     capital with respect to such Investment less the cost of disposition, if
     any, and (ii) the initial amount of such Investment.
 
For purposes of this provision, a Restricted Payment with respect to any Person
means:
 
          (i) the declaration or payment of any dividends or any other
     distributions of any sort in respect of its Capital Stock, including any
     payment in connection with any merger or consolidation involving such
     Person, or similar payment to the direct or indirect holders of its Capital
     Stock in their capacity as such, other than dividends or distributions
     payable solely in its Capital Stock, other than Disqualified Stock, and
     dividends or distributions payable solely to Triarc Consumer Products Group
     or a Restricted Subsidiary,
 
          (ii) the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of an issuer, any Affiliate of Triarc Consumer
     Products Group or any Subsidiary Guarantor held by any Person, other than
     Triarc Consumer Products Group or a Wholly Owned Subsidiary, or of any
     Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor
     or an issuer held by any Affiliate of Triarc Consumer Products Group, other
     than a Restricted Subsidiary, including the exercise of any option to
     exchange any Capital Stock, other than into Capital Stock of Triarc
     Consumer Products Group that is not Disqualified Stock,
 
          (iii) the purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value, prior to scheduled maturity, scheduled
     repayment or scheduled sinking fund payment of any Subordinated
     Obligations, other than the purchase, repurchase or other acquisition of
     Subordinated Obligations purchased in anticipation of satisfying a sinking
     fund obligation, principal installment or final maturity, in each case due
     within one year of the date of acquisition, or
 
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          (iv) the making of any Investment in any Person, other than a
     Permitted Investment.
 
     (b) The provisions of paragraph (a) of this covenant shall not prohibit, so
long as, other than with respect to clauses (iv), (viii), except for payments of
any management fees, (x) and (xii), no Default or Event of Default shall have
occurred and be continuing or occur as a consequence of the actions or payments
set forth therein:
 
          (i) payment of the Closing Dividend to Triarc Parent, provided that
     such payment shall be excluded in the calculation of the amount of
     Restricted Payments made under paragraph (a) above;
 
          (ii) any Restricted Payment, other than a Restricted Payment described
     in clause (i) of the definition of 'Restricted Payment,' made out of the
     Net Cash Proceeds of a capital contribution to Triarc Consumer Products
     Group or the substantially concurrent sale of, or made by exchange for,
     Capital Stock of Triarc Consumer Products Group, other than Disqualified
     Stock; provided, however, that
 
             (A) the capital contribution or sale occurs within 20 business days
        of the date of the Restricted Payment,
 
             (B) such Restricted Payment shall be excluded in the calculation of
        the amount of Restricted Payments made under paragraph (a) above and
 
             (C) the Net Cash Proceeds from such capital contribution or sale
        shall, to the extent used to make such payment, be excluded from the
        calculation of amounts under clause (3)(B) of paragraph (a) above;
 
          (iii) any purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value of Subordinated Obligations made by
     exchange for, or out of the sale of, Indebtedness of Triarc Consumer
     Products Group which is permitted to be Incurred pursuant to paragraph
     (b)(6) of the covenant described under ' -- Limitation on Indebtedness';
     provided, however, that
 
             (A) the sale occurs within 20 business days of the date of the
        Restricted Payment and
 
             (B) such purchase, repurchase, redemption, defeasance or other
        acquisition or retirement for value shall be excluded in the calculation
        of the amount of Restricted Payments made under paragraph (a) above;
 
          (iv) dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with this covenant; provided, however, that such dividend shall be included
     in the calculation of the amount of Restricted Payments made under
     paragraph (a) above;
 
          (v) the repurchase or other acquisition of shares of, or options to
     purchase shares of, Common Stock of Triarc Consumer Products Group or any
     of its Subsidiaries from employees, former employees, directors or former
     directors of Triarc Consumer Products Group or any of its Subsidiaries, or
     permitted transferees of such employees, former employees, directors or
     former directors, pursuant to the terms of the agreements, including
     employment agreements, or plans or amendments thereto, approved by the
     board of directors of Triarc Consumer Products Group or the applicable
     Subsidiary under which such individuals purchase or sell shares of such
     Common Stock (collectively, 'Plan Participants'); provided that the
     aggregate price paid for all such repurchased or acquired Common Stock
     repurchased or acquired pursuant to this clause (v) shall not exceed (a) $5
     million in the twelve month period beginning on the Closing Date, (b) $7.5
     million in the twelve month period beginning on the first anniversary of
     the Closing Date and (c) $10.0 million in each twelve month period
     beginning on the second anniversary of the Closing Date and each
     anniversary of the Closing Date thereafter; provided, however, that the
     aggregate price paid for all such repurchased or acquired Common Stock
     repurchased or acquired pursuant to this clause (v) on and after the
     Closing Date shall not exceed $25.0 million plus an amount equal to the Net
     Cash Proceeds received by Triarc Consumer Products Group or any Restricted
     Subsidiary after the Closing Date from the sale of Capital Stock, other
     than Disqualified Stock, to Plan Participants; provided further, however,
     that (A) such repurchases and other acquisitions shall be excluded in the
     calculation of the amount of Restricted Payments made under paragraph (a)
     above and (B) the Net Cash Proceeds from such sales shall, to the extent
     used to make such repurchase or other
 
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     acquisition, be excluded from the calculation of amounts under clause
     (3)(B) of paragraph (a) above;
 
          (vi) any Permitted Arby's Dividend; provided that such payment shall
     be excluded in the calculation of the amount of Restricted Payments made
     under paragraph (a) above;
 
          (vii) dividends or distributions by any Restricted Subsidiary payable
     to all holders of a class of Capital Stock of such Restricted Subsidiary on
     a pro rata basis; provided that such payment shall be excluded in the
     calculation of the amount of Restricted Payments made under paragraph (a)
     above;
 
          (viii) payments to Triarc Parent pursuant to the Management Agreement;
     provided that such payment shall be excluded in the calculation of the
     amount of Restricted Payments made under paragraph (a) above;
 
          (ix) Investments by Arby's or any of its Subsidiaries in the Arby's
     Securitization Entity in an amount that, together with all other
     Investments made pursuant to this clause (ix) on or after the Closing Date,
     do not exceed $15.0 million; provided that such Investment shall be
     included in the calculation of the amount of Restricted Payments made under
     paragraph (a) above;
 
          (x) payments or distributions to Triarc Parent pursuant to any Tax
     Sharing Agreement; provided that such payment shall, to the extent not
     deducted in calculating Consolidated Net Income or recorded as deferred
     income taxes, be included in the calculation of the amount of Restricted
     Payments made under paragraph (a) above;
 
          (xi) the declaration and payment of dividends to holders of any class
     or series of Disqualified Stock issued on or after the Closing Date in
     accordance with the covenant entitled ' -- Limitation on Indebtedness';
     provided that such payment shall be excluded in the calculation of
     Restricted Payments made under paragraph (a) above;
 
          (xii) repurchases of Capital Stock deemed to occur upon exercise of
     stock options to the extent that such Capital Stock represents a portion of
     the exercise price of such options; provided that such amount shall be
     excluded in the calculation of the amount of Restricted Payments made
     pursuant to paragraph (a) above;
 
          (xiii) any other Investment made in a Related Business or a Person
     engaged in a Related Business which, together with all other Investments
     made pursuant to this clause (xiii) on or after the Closing Date, does not
     exceed $25.0 million, in each case, after giving effect to any subsequent
     reduction in the amount of any Investments made pursuant to this clause
     (xiii) as a result of the repayment or other disposition thereof for cash
     as set forth in clause 3(D) of paragraph (a) above, the amount of such
     reduction not to exceed the amount of such Investment previously made
     pursuant to this clause (xiii); provided that such Investment shall be
     included in the calculation of Restricted Payments made under paragraph (a)
     above;
 
          (xiv) any other Restricted Payment that, together with all other
     Restricted Payments made pursuant to this clause (xiv) on or after the
     Closing Date, does not exceed $10.0 million; provided that such amount
     shall be included in the calculation of the amount of Restricted Payments
     made pursuant to paragraph (a) above.
 
     The amount of all Restricted Payments, other than cash, shall be the fair
market value on the date of the Restricted Payment of the assets or securities
proposed to be transferred or issued by Triarc Consumer Products Group or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the Board of Directors, whose good faith determination shall be
conclusive.
 
LIMITATION ON SENIOR SUBORDINATED INDEBTEDNESS
 
     The issuers and the Subsidiary Guarantors shall not Incur any Indebtedness
that is subordinate in right of payment to any Senior Indebtedness unless such
Indebtedness is pari passu with, or subordinated in right of payment to, the
notes or the Subsidiary Guarantees, as the case may be; provided that the
foregoing limitation shall not apply to distinctions between categories of
Senior Indebtedness of an issuer or a Subsidiary Guarantor that exist by reason
of any Liens or Guarantees arising or created in respect of some but not all
such Senior Indebtedness.
 
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LIMITATION ON LIENS
 
     The issuers and the Subsidiary Guarantors shall not Incur any Indebtedness
secured by a Lien ('Secured Indebtedness') which is not Senior Indebtedness
unless contemporaneously therewith effective provision is made to secure the
notes, or the Subsidiary Guaranty, as the case may be, equally and ratably with,
or, if the Secured Indebtedness is subordinated in right of payment to the notes
or the Subsidiary Guaranty, prior to, such Secured Indebtedness for so long as
such Secured Indebtedness is secured by a Lien.
 
LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.
 
     Triarc Consumer Products Group shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to Triarc Consumer Products Group or any other Restricted
Subsidiary or pay any Indebtedness owed to Triarc Consumer Products Group or any
other Restricted Subsidiary, (b) make any loans or advances to Triarc Consumer
Products Group or any other Restricted Subsidiary or (c) transfer any of its
property or assets to Triarc Consumer Products Group or any other Restricted
Subsidiary, except:
 
          (i) any encumbrance or restriction pursuant to an agreement in effect
     at or entered into on the Closing Date, including the Credit Agreement as
     in effect on the Closing Date;
 
          (ii) any encumbrance or restriction with respect to a Restricted
     Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
     by such Restricted Subsidiary on or prior to the date on which such
     Restricted Subsidiary was acquired by Triarc Consumer Products Group, other
     than Indebtedness Incurred as consideration in, or to provide all or any
     portion of the funds or credit support utilized to consummate, the
     transaction or series of related transactions pursuant to which such
     Restricted Subsidiary became a Restricted Subsidiary or was acquired by
     Triarc Consumer Products Group, and outstanding on such date;
 
          (iii) any encumbrance or restriction pursuant to an agreement
     effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
     referred to in clause (i) or (ii) of this covenant or this clause (iii) or
     contained in any amendment to an agreement referred to in clause (i) or
     (ii) of this covenant or this clause (iii); provided, however, that the
     encumbrances and restrictions with respect to such Restricted Subsidiary
     contained in any such refinancing agreement or amendment are, taken as a
     whole, not materially more restrictive than encumbrances and restrictions
     with respect to such Restricted Subsidiary contained in such predecessor
     agreements, as determined in good faith by Triarc Consumer Products Group's
     board of directors;
 
          (iv) any such encumbrance or restriction consisting of customary
     non-assignment provisions in leases governing leasehold interests to the
     extent such provisions restrict the transfer of the lease or the property
     leased thereunder or other customary non-assignment provisions in
     agreements entered into in the ordinary course of business to the extent
     such provisions restrict assignment of such agreements;
 
          (v) in the case of clause (c) above, restrictions contained in
     security agreements or mortgages securing Indebtedness of a Restricted
     Subsidiary to the extent such restrictions restrict the transfer of the
     property subject to such security agreements or mortgages;
 
          (vi) any restriction with respect to a Restricted Subsidiary imposed
     pursuant to an agreement entered into for the sale or disposition of all or
     substantially all the Capital Stock or assets of such Restricted Subsidiary
     pending the closing of such sale or disposition;
 
          (vii) encumbrances or restrictions contained in the terms of any
     Indebtedness or any agreement pursuant to which such Indebtedness was
     issued if (A) the encumbrances or restrictions, taken as a whole, are not
     materially more restrictive than is customary in comparable financings, as
     determined in good faith by Triarc Consumer Products Group's board of
     directors; and (B) any such encumbrances or restrictions will not
     materially adversely affect Triarc Consumer Products
 
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     Group's ability to make principal or interest payments on the notes, as
     determined in good faith by Triarc Consumer Products Group's board of
     directors; and
 
          (viii) any applicable law, rule, regulation or order.
 
LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.
 
     Triarc Consumer Products Group will not, and will not permit any Restricted
Subsidiary to, consummate any Asset Disposition, unless (i) the consideration
received by Triarc Consumer Products Group or such Restricted Subsidiary is at
least equal to the fair market value of the assets sold or disposed of and (ii)
at least 75% of the consideration received consists of cash, Temporary Cash
Investments, Liquid Securities or the assumption by the purchaser of
Indebtedness, other than Subordinated Obligations.
 
     For purposes of this of this covenant, an Asset Disposition means any sale,
lease, transfer or other disposition, or series of related sales, leases,
transfers or dispositions, by Triarc Consumer Products Group or any Restricted
Subsidiary, including any disposition by means of a merger, consolidation or
similar transaction, each referred to for the purposes of this definition as a
'disposition,' of (i) any shares of Capital Stock of a Restricted Subsidiary,
other than directors' qualifying shares or shares required by applicable law to
be held by a Person other than Triarc Consumer Products Group or a Restricted
Subsidiary, (ii) all or substantially all the assets of any division or line of
business of Triarc Consumer Products Group or any Restricted Subsidiary or (iii)
any other assets of Triarc Consumer Products Group or any Restricted Subsidiary
outside of the ordinary course of business of Triarc Consumer Products Group or
such Restricted Subsidiary, other than, in the case of (i), (ii) and (iii)
above, (A) a disposition to Triarc Consumer Products Group or a Restricted
Subsidiary, (B) a disposition that constitutes a Restricted Payment permitted by
the covenant described under ' -- Certain Covenants -- Limitation on Restricted
Payments' or a Permitted Investment, (C) sales or other dispositions for
consideration at least equal to the fair market value of the assets sold or
disposed of as determined in good faith by the Board of Directors, to the extent
that the consideration received consists of property or assets that are to be
used in a Related Business or the Capital Stock of a Person engaged in a Related
Business if such Person becomes, or is merged or consolidated into, a Restricted
Subsidiary as a result of such receipt of Capital Stock, (D) a Permitted Arby's
Securitization, (E) a disposition covered by and permitted under
' -- Consolidation, Merger and Sale of Assets,' (F) the sale or discount of
accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof, (G) a disposition of
Capital Stock of an Unrestricted Subsidiary, (H) a disposition of an Investment
in any Person made on or after the Closing Date, that was not a Permitted
Investment when made, (I) disposals or replacements of obsolete or worn
equipment in the ordinary course of business, (J) a disposition of assets,
including Capital Stock, in a transaction or series of related transactions with
a fair market value of less than $1,000,000 and (K) the sale of Capital Stock of
Triarc Consumer Products Group or any of its Restricted Subsidiaries to
employees, managers, directors and consultants of Triarc Consumer Products Group
and its Restricted Subsidiaries pursuant to plans approved by the Board of
Directors; provided that the net proceeds thereof, if any, are applied pursuant
to the provisions of this covenant ' -- Certain Covenants -- Limitation on Sale
of Assets and Subsidiary Stock.'
 
     In the event and to the extent that the Net Available Cash received by
Triarc Consumer Products Group or any Restricted Subsidiary from one or more
Asset Dispositions occurring on or after the Closing Date in any period of 12
consecutive months exceeds $10.0 million, then Triarc Consumer Products Group
shall:
 
          (i) within 360 days after the date that such Net Available Cash so
     received exceeds $10.0 million and to the extent Triarc Consumer Products
     Group elects, or is required by the terms of any Indebtedness,
 
             (A) apply an amount equal to such excess Net Available Cash to
        repay Senior Indebtedness of an issuer or any Subsidiary Guarantor, in
        each case owing to a Person other than Triarc Consumer Products Group or
        any Affiliate of Triarc Consumer Products Group,
 
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<PAGE>
        and to correspondingly reduce any commitment therefor, in the case of
        revolving credit indebtedness, or
 
             (B) invest all or a portion of such amount, or the amount not so
        applied pursuant to clause (A), in Additional Assets, and
 
          (ii) apply such excess Net Available Cash, to the extent not applied
     pursuant to clause (i), as provided in the following paragraphs of the
     covenant described hereunder.
 
     The amount of such excess Net Available Cash required to be applied or
reinvested during the applicable period and not applied or reinvested as so
required by the end of such period shall constitute 'Excess Proceeds.'
 
     If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Excess Proceeds Offer discussed
below totals at least $10.0 million, Triarc Consumer Products Group must, not
later than the fifteenth business day of such month, make an offer (an 'Excess
Proceeds Offer') to purchase on a pro rata basis from the holders of the notes
and, if an issuer or a Subsidiary Guarantor is required to do so under the terms
of any other Indebtedness of such issuer or such Subsidiary Guarantor that is
not subordinated to the notes, such other Indebtedness, an aggregate principal
amount of notes and such other Indebtedness equal to the Excess Proceeds,
rounded down to the nearest multiple of $1,000, on such date, at a purchase
price equal to 100% of the principal amount of such notes or such other
Indebtedness, as the case may be, plus, in each case, accrued interest, if any,
to the date of purchase (the 'Excess Proceeds Payment'). Upon completion of such
an offer to purchase, the amount of Excess Proceeds shall be reset at zero.
 
     Triarc Consumer Products Group will comply, to the extent applicable, with
the requirements of Section 14(e) of the Securities Exchange Act and any other
securities laws or regulations thereunder in the event that such Excess Proceeds
are received by Triarc Consumer Products Group under the covenant described
hereunder and Triarc Consumer Products Group is required to repurchase notes as
described above. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
Triarc Consumer Products Group shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
the covenant described hereunder by virtue thereof.
 
LIMITATION ON AFFILIATE TRANSACTIONS.
 
     (a) Triarc Consumer Products Group shall not, and shall not permit any
Restricted Subsidiary to, enter into or permit to exist any transaction
including the purchase, sale, lease or exchange of any property, employee
compensation arrangements or the rendering of any service with any Affiliate of
Triarc Consumer Products Group (an 'Affiliate Transaction') unless the terms
thereof:
 
          (1) are no less favorable to Triarc Consumer Products Group or such
     Restricted Subsidiary than those that could be obtained at the time of such
     transaction in arm's-length dealings with a Person who is not such an
     Affiliate,
 
          (2) if such Affiliate Transaction involves an amount in excess of $2.5
     million, (i) are set forth in writing and (ii) have been approved by a
     majority of the members of the Board of Directors having no personal stake
     in such Affiliate Transaction and
 
          (3) if such Affiliate Transaction involves as amount in excess of
     $10.0 million, the financial terms of which have been determined by a
     nationally recognized investment banking firm to be fair, from a financial
     standpoint, to Triarc Consumer Products Group and its Restricted
     Subsidiaries.
 
     (b) The provisions of the foregoing paragraph (a) shall not prohibit
 
          (i) any Restricted Payment permitted to be paid pursuant to the
     covenant described under ' -- Limitation on Restricted Payments,'
 
          (ii) any issuance of securities, or other payments, awards or grants
     in cash, securities or otherwise pursuant to, or the funding of, employment
     arrangements, stock options and stock ownership plans approved by the Board
     of Directors,
 
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          (iii) the grant of stock options or similar rights to employees,
     managers, directors and consultants of Triarc Consumer Products Group and
     its Subsidiaries pursuant to plans approved by the Board of Directors,
 
          (iv) loans or advances to employees in the ordinary course of business
     in accordance with the past practices of Triarc Consumer Products Group or
     its Restricted Subsidiaries, but in any event not to exceed $2.5 million in
     the aggregate outstanding at any one time,
 
          (v) the payment of reasonable fees to directors of Triarc Consumer
     Products Group and its Restricted Subsidiaries who are not employees of
     Triarc Consumer Products Group or its Restricted Subsidiaries,
 
          (vi) any Affiliate Transaction between Triarc Consumer Products Group
     and a Restated Subsidiary or between Restricted Subsidiaries,
 
          (vii) the issuance or sale of any Capital Stock, other than
     Disqualified Stock, of Triarc Consumer Products Group,
 
          (viii) transactions pursuant to any contract or agreement in effect on
     or entered into on the Closing Date, and any renewal, extension or
     amendment thereof that is on terms no less favorable to Triarc Consumer
     Products Group than the terms in effect on the Closing Date, as determined
     in good faith by Triarc Consumer Products Group's board of directors,
 
          (ix) the purchase by Triarc Consumer Products Group and its Restricted
     Subsidiaries of raw materials, flavors and packaging materials from Triarc
     Parent at Triarc Parent's cost,
 
          (x) the Transactions and
 
          (xi) any transactions constituting part of the Permitted Arby's
     Securitization.
 
REPURCHASE OF NOTES UPON A CHANGE OF CONTROL.
 
     (a) Upon the occurrence of a Change of Control, each holder shall have the
right to require that the issuers repurchase such holder's notes at a purchase
price in cash equal to 101% of the principal amount thereof on the date of
purchase plus accrued and unpaid interest, if any, to the date of purchase,
subject to the right of holders of record on the relevant record date to receive
interest on the relevant interest payment date, in accordance with the terms
contemplated in paragraph (b) below.
 
     For the purposes of this covenant, a Change of Control means the occurrence
of any of the following events:
 
          (i) any 'person' or 'group,' within the meaning of Sections 13(d) and
     14(d) of the Securities Exchange Act, other than one or more Permitted
     Holders, is or becomes the beneficial owner, as defined in Rules 13d-3 and
     13d-5 under the Securities Exchange Act, directly or indirectly, of more
     than 35% of the total voting power of the Voting Stock of Triarc Consumer
     Products Group or Triarc Parent; provided, however, that the Permitted
     Holders beneficially own, as defined in this clause (i), directly or
     indirectly, in the aggregate a lesser percentage of the total voting power
     of the Voting Stock of Triarc Consumer Products Group or Triarc Parent than
     such other person or group and do not have the right or ability by voting
     power, contract or otherwise to elect or designate for election a majority
     of the Board of Directors of Triarc Consumer Products Group or of Triarc
     Parent;
 
          (ii) individuals who on the Closing Date constituted the Board of
     Directors of Triarc Parent, Triarc Consumer Products Group or Triarc
     Beverage Holdings, together with any new directors whose election by such
     Board of Directors or whose nomination for election by the shareholders of
     such Person was approved by a vote of a majority of the directors of such
     Person then still in office who were either directors as of the Closing
     Date, or whose election or nomination for election was previously so
     approved, cease for any reason to constitute a majority of the Board of
     Directors then in office;
 
          (iii) the adoption of a plan relating to the liquidation or
     dissolution of Triarc Consumer Products Group;
 
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<PAGE>
          (iv) the merger or consolidation of Triarc Consumer Products Group or
     Triarc Parent with or into another Person or the merger of another Person
     with or into Triarc Consumer Products Group or Triarc Parent, or the sale
     of all or substantially all the assets of Triarc Consumer Products Group or
     Triarc Parent to another Person, other than a Person that is directly or
     indirectly controlled by one or more Permitted Holders, and, in the case of
     any such merger or consolidation, the securities of Triarc Consumer
     Products Group or Triarc Parent that are outstanding immediately prior to
     such transaction are changed into or exchanged for cash, securities or
     property, unless pursuant to such transaction such securities are changed
     into or exchanged for, in addition to any other consideration, securities
     of the surviving Person or transferee that represent immediately after such
     transaction, at least a majority of the aggregate voting power of the
     Voting Stock of the surviving Person or transferee; or
 
          (v) any 'person' or 'group,' within the meaning of Section 13(d) and
     14(d) of the Securities Exchange Act, other than one or more Permitted
     Holders, is or becomes the 'beneficial owner,' as defined in clause (i)
     above, directly or indirectly, of both (A) 25% or more of the total voting
     power of all classes of capital stock then outstanding of Triarc Beverage
     Holdings normally entitled to vote in elections of directors ('Triarc
     Beverage Voting Stock') or 40% or more of the economic interest in Triarc
     Beverage Holdings held by holders of Capital Stock thereof ('Triarc
     Beverage Economic Interest') and (B) a greater percentage of the Triarc
     Beverage Voting Stock or Triarc Beverage Economic Interest than is then
     beneficially owned, directly or indirectly, in the aggregate by Triarc
     Consumer Products Group and the Permitted Holders.
 
     (b) Within 30 days following any Change of Control, the issuers shall mail
a notice to each holder with a copy to the trustee (the 'Change of Control
Offer') stating:
 
          (1) that a Change of Control has occurred and that such holder has the
     right to require the issuers to purchase such holder's notes at a purchase
     price in cash equal to 101% of the principal amount thereof on the date of
     purchase plus accrued and unpaid interest, if any, to the date of purchase,
     subject to the right of holders of record on the, relevant record date to
     receive interest on the relevant interest payment date;
 
          (2) the circumstances and relevant facts regarding such Change of
     Control, including, if applicable, information with respect to pro forma
     historical income, cash flow and capitalization after giving effect to such
     Change of Control;
 
          (3) the repurchase date which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed; and
 
          (4) the instructions determined by the issuer, consistent with the
     covenant described hereunder, that a holder must follow in order to have
     its notes purchased.
 
     (c) The issuers will not be required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in the indenture applicable to a Change of Control Offer made by the
issuers and purchases all notes validly tendered and not withdrawn under such
Change of Control Offer.
 
     (d) The issuers shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Securities Exchange Act and any other
securities laws or regulations in connection with the repurchase of notes
pursuant to this covenant described hereunder. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of the
covenant described hereunder, the issuers shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached their
obligations under the covenant described hereunder by virtue thereof.
 
     The Credit Agreement generally prohibits the issuers from purchasing any
notes in the event of a Change of Control and also provides that the occurrence
of certain change of control events with respect to Triarc Consumer Products
Group would constitute a default thereunder. In the event a Change of Control
occurs at a time when the issuers are prohibited from purchasing notes, the
issuers could seek the consent of the Credit Agreement lenders to the purchase
of notes or could attempt to refinance the borrowings that contain such
prohibition. If the issuers do not obtain such a consent or repay such
borrowings, the issuers will remain prohibited from purchasing notes. In such
case, the
 
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<PAGE>
issuers' failure to purchase tendered notes would constitute an Event of Default
under the indenture which would, in turn, constitute a default under the Credit
Agreement. In such circumstances, the subordination provisions in the indenture
would restrict payment to the holders of notes. See 'Risk Factors -- We may be
unable to purchase your notes upon a change of control.'
 
     Future indebtedness of the issuers may contain prohibitions on the
occurrence of certain events that would constitute a Change of Control or
require such indebtedness to be repurchased upon a Change of Control. Moreover,
the exercise by the holders of their right to require the issuers to repurchase
the notes could cause a default under such indebtedness, even if the Change of
Control itself does not, due to the financial effect of such repurchase on the
issuers. Finally, the issuers' ability to pay cash to the holders following the
occurrence of a Change of Control may be limited by the issuers' then existing
financial resources. There can be no assurance that sufficient funds will be
available when necessary to make any required repurchases.
 
     The provisions under the indenture relative to the issuers' obligation to
make an offer to repurchase the notes as a result of a Change of Control may be
waived or modified with the written consent of the holders of a majority in
principal amount of the notes.
 
LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES
 
     Triarc Consumer Products Group shall not sell or otherwise dispose of any
Capital Stock of a Restricted Subsidiary, and shall not permit any Restricted
Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any
of its Capital Stock except
 
          (i) to Triarc Consumer Products Group or a Restricted Subsidiary,
 
          (ii) directors' qualifying shares,
 
          (iii) if, immediately after giving effect to such issuance, sale or
     other disposition, neither Triarc Consumer Products Group nor any of its
     Subsidiaries own any Capital Stock of such Restricted Subsidiary,
 
          (iv) if, immediately after giving effect to such issuance, sale or
     other disposition, such Restricted Subsidiary would no longer constitute a
     Restricted Subsidiary and any Investment in such Person remaining after
     giving effect thereto would have been permitted to be made under the
     covenant described under ' -- Limitation on Restricted Payments' if made on
     the date of such issuance, sale or other disposition, or
 
          (v) the issuance or sale of Common Stock of a Restricted Subsidiary
     that remains a Restricted Subsidiary after such transaction and the
     issuance or sale of Preferred Stock of any Subsidiary Guarantor or Triarc
     Beverage Holdings.
 
ADDITIONAL GUARANTEES
 
     The indenture will provide that if Triarc Consumer Products Group or any of
its Restricted Subsidiaries shall acquire or create another Domestic Restricted
Subsidiary after the date of the indenture, then such newly acquired or created
Domestic Restricted Subsidiary shall execute a Subsidiary Guaranty and deliver
an opinion of counsel, in accordance with the terms of the indenture.
 
CONSOLIDATION, MERGER AND SALE OF ASSETS
 
     Triarc Consumer Products Group shall not consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or a series of related
transactions, all or substantially all its assets to, any Person, unless:
 
          (i) the resulting, surviving or transferee Person (the 'Successor
     Company') shall be a Person organized and existing under the laws of the
     United States of America, any State thereof or the District of Columbia and
     the Successor Company, if not Triarc Consumer Products Group, shall
     expressly assume, by an indenture supplemental thereto, executed and
     delivered to the trustee, in form satisfactory to the trustee, all the
     obligations of Triarc Consumer Products Group under the notes and the
     indenture;
 
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          (ii) immediately after giving effect to such transaction, and treating
     any Indebtedness which becomes an obligation of the Successor Company or
     any Subsidiary as a result of such transaction as having been Incurred by
     such Successor Company or such Subsidiary at the time of such transaction,
     no Default shall have occurred and be continuing;
 
          (iii) immediately after giving effect to such transaction, and
     treating any Indebtedness which becomes an obligation of the Successor
     Company or any Subsidiary as a result of such transaction as having been
     Incurred by such Successor Company or such Subsidiary at the time of such
     transaction, the Successor Company would be able to Incur an additional
     $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described
     under ' -- Limitation on Indebtedness'; provided that this clause (iii)
     shall not apply to a consolidation or merger with or into a Wholly Owned
     Restricted Subsidiary that is an issuer or a Subsidiary Guarantor;
     provided, further that, in connection with any such merger or
     consolidation, no consideration, other than Common Stock in the surviving
     Person or Triarc Consumer Products Group, shall be issued or distributed to
     the stockholders of Triarc Consumer Products Group; and
 
          (iv) Triarc Consumer Products Group shall have delivered to the
     trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that such consolidation, merger or transfer and such supplemental
     indenture, if any, comply with the indenture;
 
provided that clause (iii) does not apply if, in the good faith determination of
the Board of Directors of Triarc Consumer Products Group, whose determination
shall be evidenced by a Board Resolution, the principal purpose of such
transaction is to change the state of organization of, or to incorporate, Triarc
Consumer Products Group; and provided, further that any such transaction shall
not have as one of its purposes the evasion of the foregoing limitations.
 
     The Successor Company shall be the successor to Triarc Consumer Products
Group and shall succeed to, and be substituted for, and may exercise every right
and power of, Triarc Consumer Products Group under the indenture, and the
predecessor Triarc Consumer Products Group shall be released from the indenture,
but the predecessor Triarc Consumer Products Group in the case of a conveyance,
transfer or lease to an Affiliate of Triarc Consumer Products Group shall not be
released from the indenture.
 
     The indenture provides that no Material Subsidiary Obligor shall
consolidate with or merge with or into, unless such Material Subsidiary Obligor
or an issuer or any Wholly Owned Subsidiary that is or becomes a Subsidiary
Guarantor concurrently with such transaction is the surviving Person and a
Wholly Owned Subsidiary after giving effect to such transaction or Triarc
Consumer Products Group is the surviving Person, or convey, transfer or lease,
in one transaction or a series of transactions, all or substantially all its
assets to, any Person, other than an issuer or any Wholly Owned Subsidiary that
is or becomes a Subsidiary Guarantor concurrently with such transaction, unless:
 
          (i) except as set forth in the next succeeding paragraph, the
     resulting, surviving or transferee Person shall expressly assume, by an
     indenture supplemental thereto, executed and delivered to the trustee, in
     form reasonably satisfactory to the trustee, all the obligations of such
     Material Subsidiary Obligor under the notes or its Subsidiary Guaranty, as
     the case may be, and the indenture;
 
          (ii) immediately after giving effect to such transaction, no Default
     shall have occurred and be continuing; and
 
          (iii) immediately after giving effect to such transaction, Triarc
     Consumer Products Group would be able to Incur an additional $1.00 of
     Indebtedness pursuant to paragraph (a) of the covenant described under
     ' -- Limitation on Indebtedness.'
 
No transaction made pursuant to this paragraph shall be permitted if it is not
made in compliance with the first paragraph of this section.
 
     The requirements of clause (i) of the preceding paragraph will not apply in
the case of a sale or other disposition, including by way of consolidation or
merger, of a Material Subsidiary Obligor or the sale or disposition of all or
substantially all the assets of a Material Subsidiary Obligor, in each case
other than to Triarc Consumer Products Group or an Affiliate of Triarc Consumer
Products Group,
 
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otherwise permitted by the indenture, and in compliance with clauses (ii) and
(iii) of the preceding paragraph, and such Material Subsidiary Obligor will be
released and relieved from all its obligations under the notes or its Subsidiary
Guaranty, as the case may be. In addition, Triarc Beverage Holdings shall not
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its assets
to any Person unless concurrently therewith, a corporate Restricted Subsidiary
of Triarc Consumer Products Group, which may be the successor to Triarc Beverage
Holdings as a result of such transaction, shall expressly assume, by an
indenture supplemental thereto, executed and delivered to the trustee, in form
reasonably satisfactory to the trustee, all the obligations of an issuer under
the notes and the indenture.
 
     This covenant shall not apply to a transfer of substantially all of the
Capital Stock of RC/Arby's or any of its Subsidiaries to Triarc Parent as a
Permitted Arby's Dividend.
 
SEC REPORTS
 
     Notwithstanding that Triarc Consumer Products Group may not be subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act, Triarc Consumer Products Group shall provide the trustee and noteholders
with
 
          (i) all quarterly and annual financial information that would be
     required to be contained in a filing with the Securities and Exchange
     Commission on Forms 10-Q and 10-K, if Triarc Consumer Products Group were
     required to file such forms including a 'Management's Discussion and
     Analysis of Financial Condition and Results of Operations' and, with
     respect to annual information only, a report thereon by Triarc Consumer
     Products Group's certified independent accountants, and
 
          (ii) all current reports that would be required to be filed with the
     Securities and Exchange Commission on Form 8-K, if Triarc Consumer Products
     Group were required to file such reports. In addition, following the
     consummation of the exchange offer contemplated by the registration rights
     agreement, whether or not required by the rules and regulations of the
     Securities and Exchange Commission, Triarc Consumer Products Group will
     file a copy of all such information and reports with the Securities and
     Exchange Commission for public availability, unless the Securities and
     Exchange Commission will not accept such a filing) and make such
     information available to prospective investors upon request.
 
     In addition, Triarc Consumer Products Group has agreed that, for so long as
any of the notes remain outstanding and constitute 'restricted securities' under
Rule 144, it will furnish to the holders of the notes and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.
 
EVENTS OF DEFAULT
 
     An Event of Default is defined in the indenture as:
 
          (i) a default in the payment of interest or any Additional Amounts on
     the notes when due, which has continued for 30 days, whether or not such
     payment is prohibited by the provisions described above under
     ' -- Ranking,'
 
          (ii) a default in the payment of principal of any note when due at its
     Stated Maturity, upon optional redemption, upon required repurchase, upon
     declaration or otherwise, whether or not such payment is prohibited by the
     provisions described above under ' -- Ranking,'
 
          (iii) the failure by the issuers to comply with their obligations
     under ' -- Consolidation, Merger and Sale of Assets' above and under
     ' -- Covenants' under ' -- Limitation on Sales of Assets and Subsidiary
     Stock' and under ' -- Repurchase of Notes Upon a Change of Control,'
 
          (iv) the failure by the issuers to comply for 60 days after written
     notice with any other agreements contained in the indenture,
 
          (v) Indebtedness of an issuer or a Significant Subsidiary is not paid
     within any applicable grace period after final maturity or is accelerated
     by the holders thereof because of a default and the total
 
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     amount of such Indebtedness unpaid or accelerated exceeds $20.0 million
     (the 'cross acceleration provision'),
 
          (vi) certain events of bankruptcy, insolvency or reorganization of an
     issuer or a Significant Subsidiary (the 'bankruptcy provisions'),
 
          (vii) any judgment or decree for the payment of money in excess of
     $20.0 million is entered against an issuer or a Significant Subsidiary,
     remains outstanding for a period of 60 consecutive days following such
     judgment and is not discharged, waived or stayed (the 'judgment default
     provision'), or
 
          (viii) a Subsidiary Guaranty ceases to be in full force and effect,
     other than in accordance with the terms of such Subsidiary Guaranty, or a
     Subsidiary Guarantor denies or disaffirms its obligations under its
     Subsidiary Guaranty (the 'guarantee provision').
 
However, a default under clause (iv) will not constitute an Event of Default
until the trustee or the holders of 25% in principal amount of the outstanding
notes notify the issuers of the default and the issuers do not cure such default
within the time specified after receipt of such notice.
 
     If an Event of Default occurs and is continuing, the trustee or the holders
of at least 25% in principal amount of the outstanding notes may declare the
principal of, and accrued but unpaid interest on, all the notes to be due and
payable. Upon such a declaration, such principal and interest shall be due and
payable immediately; provided that if any Designated Senior Indebtedness is
outstanding, such principal and interest shall not become due and payable until
five business days after the Representatives of all the issues of Designated
Senior Indebtedness receive notice of such acceleration. If an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
issuers occurs and is continuing, the principal of and interest on all the notes
will ipso facto become and be immediately due and payable without any
declaration or other act on the part of the trustee or any holders of the notes.
Under certain circumstances, the holders of a majority in principal amount of
the outstanding notes may rescind any such acceleration with respect to the
notes and its consequences. Subject to the provisions of the indenture relating
to the duties of the trustee, in case an Event of Default occurs and is
continuing, the trustee will be under no obligation to exercise any of the
rights or powers under the indenture at the request or direction of any of the
holders of the notes unless such holders have offered to the trustee reasonable
indemnity or security against any loss, liability or expense. Except to enforce
the right to receive payment of principal, premium, if any, or interest when
due, no holder of a note may pursue any remedy with respect to the indenture or
the notes unless
 
          (i) such holder has previously given the trustee notice that an Event
     of Default is continuing,
 
          (ii) holders of at least 25% in principal amount of the outstanding
     notes have requested the trustee to pursue the remedy,
 
          (iii) such holders have offered the trustee reasonable security or
     indemnity against any loss, liability or expense,
 
          (iv) the trustee has not complied with such request within 60 days
     after the receipt thereof and the offer of security or indemnity and
 
          (v) the holders of a majority in principal amount of the outstanding
     notes have not given the trustee a direction inconsistent with such request
     within such 60-day period.
 
     Subject to certain restrictions, the holders of a majority in principal
amount of the outstanding notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or of exercising any trust or power conferred on the trustee. The trustee,
however, may refuse to follow any direction that conflicts with law or the
indenture or that the trustee determines is unduly prejudicial to the rights of
any other holder of a note or that would involve the trustee in personal
liability.
 
     The indenture provides that if a Default occurs and is continuing and is
known to the trustee, the trustee must mail to each holder of the notes notice
of the Default within 90 days after it occurs. Except in the case of a Default
in the payment of principal of or interest on any note, the trustee may withhold
notice if and so long as a committee of its trust officers determines that
withholding notice is not opposed to the interest of the holders of the notes.
In addition, the issuers are required to deliver to the
 
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trustee, within 120 days after the end of each fiscal year, a certificate
indicating whether the signers thereof know of any Default that occurred during
the previous year. The issuers are also required to deliver to the trustee,
within 30 days after the occurrence thereof, written notice of any Default, its
status and what action the issuers are taking or propose to take in respect
thereof.
 
NO PERSONAL LIABILITY OF DIRECTORS, EMPLOYEES AND STOCKHOLDERS
 
     No director, officer, employee, incorporator, member or stockholder of any
issuer or Subsidiary Guarantor, as such, shall have any liability for any
obligations of such issuer or Subsidiary Guarantor under the notes, Subsidiary
Guarantees or the indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder of notes by accepting
a note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
Securities and Exchange Commission that such a waiver is against public policy.
 
AMENDMENTS AND WAIVERS
 
     Subject to certain exceptions, the indenture may be amended with the
consent of the holders of a majority in principal amount of the notes then
outstanding, including consents obtained in connection with a tender offer or
exchange offer for the notes, and any past default or compliance with any
provisions may also be waived with the consent of the holders of a majority in
principal amount of the notes then outstanding, including consents obtained in
connection with a tender offer or exchange offer for the notes. However, without
the consent of each holder of an outstanding note affected thereby, no amendment
may, with respect to any notes held by a non-consenting holder, among other
things:
 
          (i) reduce the amount of notes whose holders must consent to an
     amendment,
 
          (ii) reduce the rate of or extend the time for payment of interest on
     any note,
 
          (iii) reduce the principal or extend the Stated Maturity of any note,
 
          (iv) reduce the amount payable upon the redemption of any note or
     change the time at which any note may be redeemed as described under
     ' -- Optional Redemption' above,
 
          (v) make any note payable in money other than that stated in the note,
 
          (vi) impair the right of any holder of the notes to receive payment of
     principal of and interest on such holder's notes, on or after the due dates
     therefor or to institute suit for the enforcement of any payment on or with
     respect to such holder's notes,
 
          (vii) make any change in the amendment provisions which require each
     holder's consent or in the waiver provisions,
 
          (viii) make any change to the subordination provisions of the
     indenture that would adversely affect the noteholders or
 
          (ix) make any change in any Subsidiary Guaranty that would adversely
     affect the noteholders.
 
     Without the consent of any holder of the notes, the issuers and the trustee
may amend the indenture to
 
      cure any ambiguity, omission, defect or inconsistency,
 
      provide for the assumption by a successor corporation of the obligations
      of an issuer under the indenture,
 
      provide for uncertificated notes in addition to or in place of
      certificated notes, provided that the uncertificated notes are issued in
      registered form for purposes of Section 163(f) of the Code, or in a manner
      such that the uncertificated notes are described in Section 163(f)(2)(B)
      of the Code,
 
      add guarantees with respect to the notes,
 
      secure the notes,
 
      add to the covenants of the issuers for the benefit of the holders of the
      notes,
 
      surrender any right or power conferred upon the issuer,
 
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      make any change that does not adversely affect the rights of any holder of
      the notes, or
 
      comply with any requirement of the Securities and Exchange Commission in
      connection with the qualification of the indenture under the Trust
      Indenture Act.
 
     However, no amendment may be made to the subordination provisions of the
indenture that adversely affects the rights of any holder of Senior Indebtedness
then outstanding unless the holders of such Senior Indebtedness, or their
Representative consents to such change.
 
     The consent of the holders of the notes is not necessary under the
indenture to approve the particular form of any proposed amendment. It is
sufficient if such consent approves the substance of the proposed amendment.
 
     After an amendment under the indenture becomes effective, the issuers are
required to mail to holders of the notes a notice briefly describing such
amendment. However, the failure to give such notice to all holders of the notes,
or any defect therein, will not impair or affect the validity of the amendment.
 
TRANSFER
 
     The notes will be issued in registered form and will be transferable only
upon the surrender of the notes being transferred for registration of transfer.
The issuers may require payment of a sum sufficient to cover any tax, assessment
or other governmental charge payable in connection with certain transfers and
exchanges.
 
DEFEASANCE
 
     Each issuer at any time may terminate all of the issuers' and the
Subsidiary Guarantors' Obligation under the notes, the Subsidiary Guarantees and
the indenture ('legal defeasance'), except for certain obligations, including
those respecting the defeasance trust and obligations to register the transfer
or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes
and to maintain a registrar and paying agent in respect of the notes.
 
     The issuers at any time may terminate the issuers' obligations under the
covenants described under ' -- Covenants' and ' -- SEC Reports,' the operation
of the cross acceleration provision, the bankruptcy provisions with respect to
Subsidiaries, the judgment default provision or the guarantee provision
described under ' -- Events of Default' above and the limitations contained in
clause (iii) under ' -- Consolidation, Merger and Sale of Assets' above
('covenant defeasance').
 
     The issuers may exercise the legal defeasance option notwithstanding a
prior exercise of the covenant defeasance option. If an issuer exercises the
legal defeasance option, payment of the notes may not be accelerated because of
an Event of Default with respect thereto. If an issuer exercises the covenant
defeasance option, payment of the notes may not be accelerated because of an
Event of Default specified in clause (iii), (iv), (v), (vii) or (viii) under
' -- Events of Default' above or because of the failure of Triarc Consumer
Products Group to comply with clause (iii) under ' -- Consolidation, Merger and
Sale of Assets' above. If an issuer exercises the legal defeasance option or the
covenant defeasance option, each Subsidiary Guarantor will be released from all
of its obligations with respect to its Subsidiary Guaranty.
 
     In order to exercise either defeasance option, an issuer must irrevocably
deposit in trust (the 'defeasance trust') with the trustee money or U.S.
Government Obligations for the payment of principal and interest on the notes to
redemption or maturity, as the case may be, and must comply with certain other
conditions, including delivery to the trustee of an Opinion of Counsel to the
effect that holders of the notes will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit and defeasance and will
be subject to Federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if such deposit and defeasance had
not occurred, and, in the case of legal defeasance only, such Opinion of Counsel
must be based on a ruling of the Internal Revenue Service or other change in
applicable Federal income tax law.
 
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CONCERNING THE TRUSTEE
 
     The Bank of New York is to be the trustee under the indenture and has been
appointed by the issuers as registrar and paying agent with regard to the notes.
 
     The indenture contains certain limitations on the rights of the trustee,
should it become a creditor of an issuer, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise. The trustee will be permitted to engage in other
transactions; provided, however, if it acquires any conflicting interest it must
either eliminate such conflict within 90 days, apply to the Securities and
Exchange Commission for permission to continue or resign.
 
     The holders of a majority in principal amount of the outstanding notes will
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the trustee, subject to certain
exceptions. The indenture provides that if an Event of Default occurs, and is
not cured, the trustee will be required, in the exercise of its power, to use
the degree of care of a prudent man in the conduct of his own affairs. Subject
to such provisions, the trustee will be under no obligation to exercise any of
its rights or powers under the indenture at the request of any holder of notes,
unless such holder shall have offered to the trustee security and indemnity
satisfactory to it against any loss, liability or expense and then only to the
extent required by the terms of the indenture.
 
     The Bank of New York is the trustee for Triarc Parent's subordinated
convertible debentures and is an agent and lender under the Credit Agreement.
 
BOOK-ENTRY; DELIVERY AND FORM
 
     Except as described below, the certificates representing the exchange notes
will be issued in the form of one or more registered exchange notes in global
form without interest coupons. Each global note will be deposited on the closing
of the exchange offer with, or on behalf of, The Depository Trust Company and
registered in the name of The Depository Trust Company or its nominee.
 
     Ownership of beneficial interests in a global note will be limited to
persons who have accounts with The Depository Trust Company ('participants') or
persons who hold interests through participants. Ownership of beneficial
interests in a global note will be shown on, and the transfer of that ownership
will be effected only through, records maintained by The Depository Trust
Company or its nominee, with respect to interests of participants, and the
records of participants, with respect to interests of persons other than
participants.
 
     So long as The Depository Trust Company, or its nominee, is the registered
owner or holder of a global note, The Depository Trust Company or such nominee,
as the case may be, will be considered the sole owner or holder of the notes
represented by such global note for all purposes under the indenture and the
notes. No beneficial owner of an interest in a global note will be able to
transfer that interest except in accordance with The Depository Trust Company's
applicable procedures, in addition to those provided for under the indenture
and, if applicable, those of Euroclear and Cedel Bank.
 
     Payments of the principal of, and interest on, a global note will be made
to The Depository Trust Company or its nominee, as the case may be, as the
registered owner thereof. Neither the issuer, the Subsidiary Guarantors, the
trustee nor any paying agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a global note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
 
     The issuers expect that The Depository Trust Company or its nominee, upon
receipt of any payment of principal or interest in respect of a global note,
will credit participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such global
note as shown on the records of The Depository Trust Company or its nominee. The
issuers also expect that payments by participants to owners of beneficial
interests in such global note held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in the names of
nominees for such customers. Such payments will be the responsibility of such
participants.
 
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     Transfers between participants in The Depository Trust Company will be
effected in the ordinary way in accordance with The Depository Trust Company
rules and will be settled in same-day funds. Transfers between participants in
Euroclear and Cedel Bank will be effected in the ordinary way in accordance with
their respective rules and operating procedures.
 
     The issuers expect that The Depository Trust Company will take any action
permitted to be taken by a holder of notes, including the presentation of notes
for exchange as described below, only at the direction of one or more
participants to whose account The Depository Trust Company interests in a global
note is credited and only in respect of such portion of the aggregate principal
amount of notes as to which such participant or participants has or have given
such direction. However, if there is an Event of Default under the notes, The
Depository Trust Company will exchange the applicable global note for
certificated notes, which it will distribute to its participants.
 
     The issuers understand that: The Depository Trust Company is a limited
purpose trust company organized under the laws of the State of New York, a
'banking organization' within the meaning of New York Banking Law, a member of
the Federal Reserve System, a 'clearing corporation' within the meaning of the
Uniform Commercial Code and a 'Clearing Agency' registered pursuant to the
provisions of Section 17A of the Securities Exchange Act. The Depository Trust
Company was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between participants through
electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
and certain other organizations. Indirect access to The Depository Trust Company
system is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly ('indirect participants').
 
     Although The Depository Trust Company, Euroclear and Cedel Bank are
expected to follow the foregoing procedures in order to facilitate transfers of
interests in a global note among participants of The Depository Trust Company,
Euroclear and Cedel Bank, they are under no obligation to perform or continue to
perform such procedures, and such procedures may be discontinued at any time.
Neither the issuer, the Guarantors nor the trustee will have any responsibility
for the performance by The Depository Trust Company, Euroclear or Cedel Bank or
their respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
 
     If The Depository Trust Company is at any time unwilling or unable to
continue as a depositary for the global notes and a successor depositary is not
appointed by Triarc Consumer Products Group within 90 days, the issuers will
issue certificated notes in exchange for the global notes. Holders of an
interest in a global note may receive certificated notes, at the option of
Triarc Consumer Products Group in accordance with The Depository Trust Company's
rules and procedures in addition to those provided for under the indenture.
 
GOVERNING LAW
 
     The indenture provides that it, the notes and the Subsidiary Guarantees
will be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to applicable principles of conflicts of law to
the extent that the application of the law of another jurisdiction would be
required thereby.
 
SAME DAY SETTLEMENT AND PAYMENT
 
     The indenture requires that payments in respect of the notes represented by
the global notes including principal, premium, if any, interest and Additional
Amounts, if any, be made by wire transfer of immediately available funds to the
accounts specified by the global note holder. With respect to notes in
certificated form, the issuers will make all payments of principal, premium, if
any, interest and Additional Amounts, if any, by wire transfer of immediately
available funds to the accounts specified by the holders thereof or, if no such
account is specified, by mailing a check to each such holder's registered
address. The exchange notes represented by the global notes are expected to be
eligible to trade in The Depository Trust Company's Same-Day Funds Settlement
System, and any permitted secondary market
 
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trading activity in such notes will, therefore, be required by The Depository
Trust Company to be settled in immediately available funds. We expect that
secondary trading in any certificated notes will also be settled in immediately
available funds.
 
     Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a global note from a Participant in
The Depository Trust Company will be credited, and any such crediting will be
reported to the relevant Euroclear or Cedel participant, during the securities
settlement processing day, which must be a business day for Euroclear and Cedel,
immediately following the settlement date of The Depository Trust Company. The
Depository Trust Company has advised Triarc Consumer Products Group that cash
received in Euroclear or Cedel as a result of sales of interests in a global
note by or through a Euroclear or Cedel participant to a Participant in The
Depository Trust Company will be received with value on the settlement date of
The Depository Trust Company but will be available in the relevant Euroclear or
Cedel cash account only as of the business day for Euroclear or Cedel following
The Depository Trust Company's settlement date.
 
CERTAIN DEFINITIONS
 
     'Additional Assets' means (i) any property, plant or equipment, other
tangible assets or intangible assets, if such assets are trademarks or
intellectual property used in connection with a brand, in each case used in a
Related Business; (ii) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by Triarc
Consumer Products Group or another Restricted Subsidiary or (iii) Capital Stock
constituting a minority interest in any Person that at such time is a Restricted
Subsidiary; provided, however, that any such Restricted Subsidiary described in
clauses (ii) or (iii) above is primarily engaged in a Related Business.
 
     'Affiliate' of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
'control' when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
'controlling' and 'controlled' have meanings correlative to the foregoing.
 
     'Arby's' means Arby's, Inc., and its successors.
 
     'Arby's Securitization Assets' means all right, title and interest to the
trademarks 'Arby's,' 'T.J. Cinnamon's' and/or 'Pasta Connection' or any
variations or successors thereto and the goodwill related to such trademarks,
all existing and future franchise, licensing and other rights to grant to any
Persons the right to use the names 'Arby's,' 'T.J. Cinnamon's' and/or 'Pasta
Connection' or operate restaurants identified with the names 'Arby's,' 'T.J.
Cinnamon's' and/or 'Pasta Connection' the right to enforce and take all other
actions with respect to such agreements and collect and receive all royalties,
fees and other amounts payable under such agreements, and all other assets of
Arby's and its Subsidiaries reasonably related to any of the foregoing.
 
     'Arby's Securitization Entity' means any newly created Unrestricted
Subsidiary of Triarc Consumer Products Group formed for the sole purpose of
consummating the Permitted Arby's Securitization.
 
     'Arby's Securitization Notes' means the notes, certificates, participation
interests or other securities to be issued by an Arby's Securitization Entity in
connection with the Permitted Arby's Securitization.
 
     'Arby's Securitization Residual Note' means a subordinated promissory note
payable by an Arby's Securitization Entity to Arby's in connection with the
Permitted Arby's Securitization.
 
     'Attributable Debt' in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value, discounted at the interest rate
borne by the notes, compounded annually, of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction, including any period for which such lease has been
extended.
 
     'Average Life' means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of numbers of years from the date of determination to the dates
of each successive scheduled principal payment of such
 
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Indebtedness or redemption or similar payment with respect to such Preferred
Stock multiplied by the amount of such payment by (ii) the sum of all such
payments.
 
     'Bank Indebtedness' means all Obligations and all other obligations,
monetary or otherwise, pursuant to the Credit Agreement, including, without
limitation, all interest accruing on or after, or which would accrue but for,
the filing of any petition in bankruptcy or for reorganization, whether or not
allowed thereby.
 
     'Banks' means the lenders under the Credit Agreement.
 
     'Board of Directors' means, with respect to any Person, the board of
directors or board of managers of such Person or any committee thereof duly
authorized to act on behalf of such board. Unless the context otherwise
requires, 'Board of Directors' refers to the Board of Directors of Triarc
Consumer Products Group.
 
     'Business Acquisition' means (i) an Investment by Triarc Consumer Products
Group or any of its Restricted Subsidiaries in any other Person pursuant to
which such Person shall become a Restricted Subsidiary or shall be merged into
or consolidated with Triarc Consumer Products Group or any of its Restricted
Subsidiaries or (ii) an acquisition by Triarc Consumer Products Group or any of
its Restricted Subsidiaries of the property and assets of any Person other than
Triarc Consumer Products Group or any of its Restricted Subsidiaries that
constitute substantially all of the assets of such Person or of any division,
brand or line of business of such Person.
 
     'business day' means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized by law to close.
 
     'Business Disposition' means any sale, transfer or other disposition,
including by way of merger or consolidation, in one transaction or a series of
related transactions by Triarc Consumer Products Group or any of its Restricted
Subsidiaries to any Person other than Triarc Consumer Products Group or any of
its Restricted Subsidiaries of (i) all or substantially all of the Capital Stock
of any Restricted Subsidiary or (ii) all or substantially all of the assets of
any Restricted Subsidiary or of any division, brand or line of business of
Triarc Consumer Products Group or any of its Restricted Subsidiaries.
 
     'Capital Lease Obligations' means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.
 
     'Capital Stock' of any Person means any and all shares, interests, rights
to purchase, warrants, options, participation, membership interests or other
equivalents of or interests in, however designated, equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.
 
     'Closing Date' means February 25, 1999.
 
     'Closing Dividend' means a cash dividend by Triarc Consumer Products Group
to Triarc Parent on the Closing Date, and/or on a later date as provided in
clauses (i) and (iii) below, consisting of: (i) the net proceeds from the
offering of the notes and the borrowings of term loans under the Credit
Agreement made on the Closing Date, to the extent such proceeds exceed the
amount necessary to repay all amounts outstanding under Triarc Beverage
Holdings' existing credit agreement and RC/Arby's existing notes, to fund the
purchase price for the acquisition of certain Snapple and Stewart's distributors
and to pay related fees and expenses; provided that all or a portion of the
excess proceeds of term loan borrowings may also be dividended to Triarc Parent
within 35 days after the Closing Date; (ii) any amount contributed by Triarc
Parent to fund the purchase price for the acquisition of the Snapple distributor
and the assets of the Stewart's distributor, if such purchase occurred prior to
the Closing Date; and (iii) all cash and cash equivalents of Triarc Consumer
Products Group and its Subsidiaries, other than RC/Arby's and its Subsidiaries,
as of the Closing Date, determined on a consolidated basis, to the extent such
cash and cash equivalents exceed $2 million in the aggregate; and
 
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(iv) all cash and cash equivalents of RC/Arby's and its Subsidiaries as of the
Closing Date, determined on a consolidated basis, to be paid on the date of the
redemption of RC/Arby's existing notes.
 
     'Code' means the Internal Revenue Code of 1986, as amended.
 
     'Common Stock' means, with respect to any Person, any and all shares of
such Person's Capital Stock, excluding Preferred Stock of such Person,
including, without limitation, all series and classes of such common stock.
 
     'Consolidated Coverage Ratio' as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters ending prior to the date of such determination
for which reports have been filed or provided to the trustee pursuant to the
'SEC Reports' covenant to (ii) Consolidated Interest Expense for such four
fiscal quarters; provided, however, that
 
          (1) if Triarc Consumer Products Group or any Restricted Subsidiary has
     incurred any Indebtedness since the beginning of such period that remains
     outstanding or if the transaction giving rise to the need to calculate the
     Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
     EBITDA and Consolidated Interest Expense for such period shall be
     calculated after giving effect on a pro forma basis to such Indebtedness as
     if such Indebtedness had been Incurred on the first day of such period and
     the discharge of any other Indebtedness repaid, repurchased, defeased or
     otherwise discharged with the proceeds of such new Indebtedness as if such
     discharge had occurred on the first day of such period,
 
          (2) if Triarc Consumer Products Group or any Restricted Subsidiary has
     repaid, repurchased, defeased or otherwise discharged any Indebtedness
     since the beginning of such period or if any Indebtedness is to be repaid,
     repurchased, defeased or otherwise discharged, in each case other than
     Indebtedness Incurred under any revolving credit facility unless such
     Indebtedness has been permanently repaid and has not been replaced, on the
     date of the transaction giving rise to the need to calculate the
     Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
     such period shall be calculated on a pro forma basis as if such discharge
     had occurred on the first day of such period,
 
          (3) if since the beginning of such period Triarc Consumer Products
     Group or any Restricted Subsidiary shall have made any Business
     Disposition, the EBITDA for such period shall be reduced by an amount equal
     to the EBITDA, if positive, directly attributable to the assets which are
     the subject of such Business Disposition for such period, or increased by
     an amount equal to the EBITDA, if negative, directly attributable thereto
     for such period and Consolidated Interest Expense for such period shall be
     reduced by an amount equal to the Consolidated Interest Expense directly
     attributable to any Indebtedness of Triarc Consumer Products Group or any
     Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged
     with respect to Triarc Consumer Products Group and its continuing
     Restricted Subsidiaries in connection with such Business Disposition for
     such period, or, if the Capital Stock of any Restricted Subsidiary is sold,
     the Consolidated Interest Expense for such period directly attributable to
     the Indebtedness of such Restricted Subsidiary to the extent Triarc
     Consumer Products Group and its continuing Restricted Subsidiaries are no
     longer liable for such Indebtedness after such sale,
 
          (4) if since the beginning of such period Triarc Consumer Products
     Group or any Restricted Subsidiary, by merger or otherwise, shall have made
     a Business Acquisition, EBITDA and Consolidated Interest Expense for such
     period shall be calculated after giving pro forma effect thereto, including
     (x) pro forma effect to the Incurrence of any Indebtedness and (y) pro
     forma effect to cost savings resulting from such Business Acquisition,
     regardless of whether such cost savings could then be reflected in pro
     forma financial statements under GAAP, Regulation S-X promulgated by the
     Securities and Exchange Commission or any other regulation or policy of the
     Securities and Exchange Commission, that Triarc Consumer Products Group
     reasonably determines are probable based upon specifically identified
     actions that it has determined to take, net of any reduction in EBITDA as a
     result of such cost savings that Triarc Consumer Products Group reasonably
     determines are probable; provided that Triarc Consumer Products Group's
     chief financial officer shall have certified in an officer's certificate
     delivered to the trustee the specific
 
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<PAGE>
     actions to be taken, the cost savings to be achieved from each such action,
     that such savings have reasonably been determined to be probable, and the
     amount, if any, of any reduction in EBITDA as a result thereof reasonably
     determined to be probable, and such certificate shall be accompanied by a
     resolution of the Board of Directors specifically approving such cost
     savings and authorizing such certification to be delivered to the trustee,
     such cost savings, as certified to the trustee, the 'Net Cost Savings,' as
     if such Business Acquisition occurred on the first day of such period,
 
          (5) if since the beginning of such period any Person, that
     subsequently became a Restricted Subsidiary or was merged with or into
     Triarc Consumer Products Group or any Restricted Subsidiary since the
     beginning of such period, shall have made any Business Acquisition or
     Business Disposition that would have required an adjustment pursuant to
     clause (3) or (4) above if made by Triarc Consumer Products Group or a
     Restricted Subsidiary during such period, EBITDA and Consolidated Interest
     Expense for such period shall be calculated after giving pro forma effect
     thereto, including any Net Cost Savings in connection with any such
     Business Acquisition, as if such Business Acquisition or Business
     Disposition occurred on the first day of such period and
 
          (6) if since the beginning of such period any Person was designated as
     an Unrestricted Subsidiary or redesignated as a Restricted Subsidiary,
     EBITDA and Consolidated Interest Expense for such period shall be
     calculated after giving pro forma effect thereto as if such designation or
     redesignation occurred on the first day of such period.
 
     For purposes of this definition, to the extent that clause (3), (4) or (5)
require that pro forma effect be given to a Business Acquisition or Business
Disposition, such pro forma calculation shall be based upon the four full fiscal
quarters immediately preceding the date of determination of the Person, or
division, brand or line of business of the Person, that is acquired or disposed
for which financial information is available. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest of
such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period, taking into
account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months.
 
     'Consolidated Interest Expense' means, for any period, the total interest
expense of Triarc Consumer Products Group and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent incurred by Triarc Consumer Products Group or its Restricted
Subsidiaries, without duplication, (i) interest expense attributable to capital
leases and the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction, (ii) amortization of debt discount and debt issuance
cost but excluding amortization of deferred financing charges incurred in
respect of the notes and the Credit Agreement on or prior to the Closing Date,
(iii) capitalized interest, (iv) non-cash interest expenses, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, (vi) net costs associated with Hedging
Obligations, including amortization of fees, and (vii) the product of (a)
dividends in respect of all Preferred Stock of any Restricted Subsidiary that is
not a Subsidiary Guarantor or an issuer, and dividends in respect of all
Disqualified Stock of Triarc Consumer Products Group or any Restricted
Subsidiary, in each case held by Persons other than Triarc Consumer Products
Group or a Wholly Owned Subsidiary, other than dividend payments paid in Capital
Stock that is not Disqualified Stock, times (b) a fraction, the numerator of
which is 1 and the denominator of which is 1 minus the then current combined
federal, state and local statutory tax rate of such Person expressed as a
decimal.
 
     Notwithstanding the foregoing, Consolidated Interest Expense shall exclude
any amount of such interest or dividends of any Restricted Subsidiary if the net
income of such Restricted Subsidiary is excluded in the calculation of
Consolidated Net Income pursuant to clause (iii) of the definition thereof, but
only in the same proportion as the net income of such Restricted Subsidiary is
excluded from the calculation of Consolidated Net Income pursuant to clause
(iii) of the definition thereof.
 
     'Consolidated Leverage Ratio' as of any date of determination means the
ratio of (i) the aggregate amount of Indebtedness of Triarc Consumer Products
Group and its Restricted Subsidiaries, net of (x) net cash proceeds from the
initial public offering of Triarc Consumer Products Group, to the extent not
otherwise used by Triarc Consumer Products Group as of such date of
determination other than to
 
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<PAGE>
invest in cash equivalents and (y) cash and cash equivalents on hand as of such
date in the ordinary course of business, to (ii) EBITDA for the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which reports have been filed pursuant to the 'SEC Reports' covenant (the
'Reference Period'); provided, however, that
 
          (1) if Triarc Consumer Products Group or any Restricted Subsidiary has
     incurred or will incur any Indebtedness or will repay, defease or discharge
     any Indebtedness on the date of the transaction giving rise to the need to
     calculate the Consolidated Leverage Ratio, the aggregate amount of
     Indebtedness as of such date of determination shall be calculated on a pro
     forma basis giving effect to such Incurrence of Indebtedness and the
     discharge of any other Indebtedness repaid, repurchased, defeased or
     otherwise discharged with the proceeds of such new Indebtedness or the
     initial public offering of Triarc Consumer Products Group as if such
     discharge had occurred on the first day of such period,
 
          (2) if since the beginning of such period Triarc Consumer Products
     Group or any Restricted Subsidiary shall have made any Business
     Disposition, the EBITDA for such period shall be reduced by an amount equal
     to the EBITDA, if positive, directly attributable to the assets which are
     the subject of such Business Disposition for such period, or increased by
     an amount equal to the EBITDA, if negative, directly attributable thereto
     for such period,
 
          (3) if since the beginning of such period Triarc Consumer Products
     Group or any Restricted Subsidiary, by merger or otherwise, shall have made
     a Business Acquisition, the aggregate amount of Indebtedness shall be
     calculated on a pro forma basis giving effect to any Incurrence of
     Indebtedness as a result thereof and EBITDA for such period shall be
     calculated after giving pro forma effect thereto, including pro forma
     effect to (x) the Incurrence of any Indebtedness and (y) Net Cost Savings,
     as if such Business Acquisition occurred on the first day of such period,
 
          (4) if since the beginning of such period any Person, that
     subsequently became a Restricted Subsidiary or was merged with or into
     Triarc Consumer Products Group or any Restricted Subsidiary since the
     beginning of such period, shall have made any Business Acquisition or
     Business Disposition that would have required an adjustment pursuant to
     clause (2) or (3) above if made by Triarc Consumer Products Group or a
     Restricted Subsidiary during such period, EBITDA for such period shall be
     calculated after giving pro forma effect thereto, including any Net Cost
     Savings in connection with any such Business Acquisition, as if such
     Business Acquisition or Business Disposition occurred on the first day of
     such period and
 
          (5) if since the beginning of such period any Person was designated as
     an Unrestricted Subsidiary or redesignated as a Restricted Subsidiary,
     EBITDA for such period shall be calculated after giving pro forma effect
     thereto as if such designation or redesignation occurred on the first day
     of such period.
 
     For purposes of this definition, to the extent that clause (2), (3) or (4)
require that pro forma effect be given to a Business Acquisition or Business
Disposition, such pro forma calculation shall be based upon the four full fiscal
quarters immediately preceding the date of determination of the Person, or
division, brand or line of business of the Person, that is acquired or disposed
for which financial information is available. The aggregate amount of
Indebtedness outstanding at such date of determination shall be deemed to
include the average amount of funds outstanding during such Reference Period
under any revolving credit or similar facilities of Triarc Consumer Products
Group or its Restricted Subsidiaries, in lieu of the actual amount outstanding
thereunder as of the date of determination.
 
     'Consolidated Net Income' means, for any period, the net income of Triarc
Consumer Products Group and its consolidated Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income:
 
          (i) any net income of any person, other than Triarc Consumer Products
     Group, if such Person is not a Restricted Subsidiary, except that subject
     to the exclusion contained in clause (iv) below, Triarc Consumer Products
     Group's equity in the net income of any such Person for such period shall
     be included in such Consolidated Net Income up to the aggregate amount of
     cash actually distributed by such Person during such period to Triarc
     Consumer Products Group or a Restricted
 
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     Subsidiary as a dividend or other distribution, subject, in the case of a
     dividend or other distribution paid to a Restricted Subsidiary, to the
     limitations contained in clause (iii) below;
 
          (ii) any net income, or loss, of any Person acquired by Triarc
     Consumer Products Group or a Subsidiary in a pooling of interests
     transaction for any period prior to the date of such acquisition;
 
          (iii) the net income, but not loss, of any Restricted Subsidiary to
     the extent that the declaration or payment of dividends or similar
     distributions by such Restricted Subsidiary of such net income is not
     permitted at such time of determination by its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to such Restricted Subsidiary, other than any
     restriction under the Credit Agreement;
 
          (iv) any gain or loss, on an after-tax basis, realized upon the sale
     or other disposition of any assets of Triarc Consumer Products Group, its
     consolidated Subsidiaries or any other Person, including pursuant to any
     sale-and-leaseback arrangement, which is not sold or otherwise disposed of
     in the ordinary course of business and any gain or loss, on an after-tax
     basis, realized upon the sale or other disposition of any Capital Stock of
     any Person;
 
          (v) any net after-tax extraordinary gains or losses; and
 
          (vi) the cumulative effect of a change in accounting principles.
 
     Notwithstanding the foregoing, for the purposes of the covenant described
under ' -- Certain Covenants -- Limitation on Restricted Payments' only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from Unrestricted Subsidiaries to
Triarc Consumer Products Group or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under such covenant pursuant to clause (a)(3)(C) or (D) thereof.
 
     'Consolidated Total Assets' means, as of any date of determination, the
total assets of the Foreign Restricted Subsidiaries of Triarc Consumer Products
Group, on a consolidated basis, included in the consolidated balance sheet of
Triarc Consumer Products Group and its Restricted Subsidiaries as of the most
recent date for which such a balance sheet has been filed or delivered to the
trustee pursuant to the 'SEC Reports' covenant above, and, in the case of any
determination relating to any Incurrence of Indebtedness, on a pro forma basis
including any property or assets being acquired in connection therewith.
 
     'Credit Agreement' means the Credit Agreement to be entered into on the
Closing Date by and among, Triarc Consumer Products Group and/or certain of its
Subsidiaries, the financial institutions party thereto from time to time, the
Administrative Agent party thereto, DLJ Capital Funding, Inc., as Syndication
Agent, and Morgan Stanley Senior Funding, Inc., as Documentation Agent, together
with the related documents thereto, including, without limitation, the term
loans, revolving loans and swingline loans thereunder, the letters of credit
issued pursuant thereto and any guarantees and security documents, as amended,
extended, renewed, restated, supplemented or otherwise modified, in whole or in
part, and without limitation as to amount, terms, conditions, covenants and
other provisions, from time to time, and any agreement, and related document,
governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings, letters of credit, commitments and other Obligations then
outstanding or permitted to be outstanding under such Credit Agreement or a
successor Credit Agreement, whether by the same or any other lender or group of
lenders.
 
     'Currency Agreement' means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values.
 
     'Default' means any event which is, or after notice or passage of time or
both would be, an Event of Default.
 
     'Designated Senior Indebtedness' means, with respect to any Person, (i) the
Bank Indebtedness and (ii) any other Senior Indebtedness of the referent Person
which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $25.0 million and is specifically
designated by the referent
 
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<PAGE>
Person in the instrument evidencing or governing such Senior Indebtedness as
'Designated Senior Indebtedness' for purposes of the indenture.
 
     'Disqualified Stock' means, with respect to any Person, any Capital Stock
which by its terms, or by the terms of any security into which it is convertible
or for which it is exchangeable at the option of the holder, or upon the
happening of any event (i) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (ii) is convertible or exchangeable at the
option of the holder for Indebtedness or Disqualified Stock or (iii) is
mandatorily redeemable or must be purchased, upon the occurrence of certain
events or otherwise, in whole or in part, in each case on or prior to the Stated
Maturity of the notes; provided, however, that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to purchase or redeem such Capital Stock upon
the occurrence of an 'asset sale' or 'change of control' occurring prior to the
Stated Maturity of the notes shall not constitute Disqualified Stock if (x) the
'asset sale' or 'change of control' provisions applicable to such Capital Stock
cannot become operative in any circumstance that does not trigger the provisions
applicable to the notes and described under ' -- Certain Covenants -- Limitation
on Sales of Assets and Subsidiary Stock' and ' -- Certain Covenants --
Repurchase of Notes upon a Change of Control' and (y) any such requirement only
becomes operative after compliance with such terms applicable to the notes,
including the purchase of any notes tendered pursuant thereto.
 
     'Domestic Restricted Subsidiary' means, with respect to Triarc Consumer
Products Group, any Restricted Subsidiary of Triarc Consumer Products Group (x)
that was formed under the laws of the United States of America or any state,
district or territory thereof or the District of Columbia or (y) 50% or more of
the assets of which are located in the United States or any territory thereof.
 
     'EBITDA' for any period means the sum of Consolidated Net Income, plus the
following to the extent deducted in calculating such Consolidated Net Income:
(a) all income tax expense of Triarc Consumer Products Group and its
consolidated Restricted Subsidiaries, other than income taxes, either positive
or negative, attributable to extraordinary gains or losses or sales of assets
that are excluded from the computation of Consolidated Net Income, (b)
Consolidated Interest Expense, (c) depreciation and amortization expense of
Triarc Consumer Products Group and its consolidated Restricted Subsidiaries,
excluding amortization expense attributable to a prepaid cash item that was paid
in a prior period, (d) all other non-cash charges of Triarc Consumer Products
Group and its consolidated Restricted Subsidiaries, excluding any such non-cash
charge to the extent that it represents an accrual of or reserve for cash
expenditures in any future period or amortization of a prepaid cash expense that
was paid in a prior period, (e) expenses and charges of Triarc Consumer Products
Group relating to the Transactions which are paid, taken or otherwise accounted
for within 180 days of the Closing Date, plus (f) nonrecurring charges, cash or
otherwise, incurred in connection with any Business Acquisition, but not
otherwise, in each case for such period. Notwithstanding the foregoing, the
provision for taxes based on the income or profits of, and the depreciation and
amortization and non-cash charges of, a Restricted Subsidiary shall be added to
Consolidated Net Income to compute EBITDA only to the extent, and in the same
proportion, that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to Triarc Consumer
Products Group by such Restricted Subsidiary without prior approval of a third
party, that has not been obtained, pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary, other than
pursuant to the Credit Agreement.
 
     'Foreign Restricted Subsidiary' means any Restricted Subsidiary other than
a Domestic Restricted Subsidiary.
 
     'GAAP' means generally accepted accounting principles in the United States
of America as in effect as of the Closing Date, including those set forth in (i)
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the Securities and
Exchange Commission governing the inclusion of financial statements, including
pro forma financial statements, in periodic reports required to be filed
pursuant to Section 13
 
                                      122
 

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<PAGE>
of the Securities Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of
the Securities and Exchange Commission. Except as expressly provided otherwise,
all accounting terms used in the indenture and not defined therein will have the
meanings given to them in accordance with GAAP.
 
     'Guarantee' means, without duplication, any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of
any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay, or advance or supply funds for
the purchase or payment of, such Indebtedness or other obligation of such other
Person, whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take or pay
or to maintain financial statement conditions or otherwise, or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness
of the payment thereof or to protect such obligee against loss in respect
thereof, in whole or in part; provided, however, that the term 'Guarantee' shall
not include endorsements for collection or deposit in the ordinary course of
business. The term 'Guarantee' used as a verb has a corresponding meaning. The
term 'Guarantor' shall mean any Person Guaranteeing any obligation.
 
     'Hedging Obligations' of any Person means the net obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.
 
     'holder' or 'noteholders' means the Person in whose name a Note registered
on the registrar's books.
 
     'Incur' means issue, assume, Guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary, whether by merger,
consolidation, acquisition or otherwise, shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term 'Incurrence' when used
as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.
 
     'Indebtedness' means, with respect to any Person on any date of
determination, without duplication:
 
          (i) the principal in respect of (A) indebtedness of such Person for
     money borrowed and (B) indebtedness evidenced by notes, debentures, bonds
     or other similar instruments for the payment of which such Person is
     responsible or liable, including, in each case, any premium on such
     indebtedness to the extent such premium has become due and payable;
 
          (ii) all Capital Lease Obligations of such Person and all Attributable
     Debt in respect of Sale/Leaseback Transactions entered into by such Person;
 
          (iii) all obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations of such Person
     and all obligations of such Person under any title retention agreement, but
     excluding take-or-pay agreements and trade accounts payable arising, in
     each case, in the ordinary course of business;
 
          (iv) all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction, other than obligations with respect to letters of credit
     securing obligations, other than obligations described in clauses (i)
     through (iii) above, entered into in the ordinary course of business of
     such Person to the extent such letters of credit are not drawn upon or, if
     and to the extent drawn upon, such drawing is reimbursed no later than the
     tenth business day following payment on the letter of credit;
 
          (v) the amount of all obligations of such Person with respect to the
     redemption, repayment or other repurchase of any Disqualified Stock or,
     with respect to any Subsidiary of such Person that is not a Subsidiary
     Guarantor or an issuer, the liquidation preference with respect to, any
     Preferred Stock, but excluding, in each case, any accrued dividends;
 
          (vi) all obligations of the type referred to in clauses (i) through
     (v) of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee;
 
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          (vii) all obligations of the type referred to in clauses (i) through
     (vi) of other Persons secured by any Lien on any property or asset of such
     Person, whether or not such obligation is assumed by such Person, the
     amount of such obligation being deemed to be the lesser of the value of
     such property or assets or the amount of the obligation so secured; and
 
          (viii) to the extent not otherwise included in this definition,
     Hedging Obligations of such Person.
 
     Except as provided in clause (vii), the amount of indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent
obligations at such date. Notwithstanding the foregoing, Capital Stock issued or
issuable pursuant to the Triarc Beverage Holdings 1997 Stock Option Plan as such
plan is in effect on the Closing Date, and as such plan may be amended, but not
to change the financial terms thereof in any way that is materially less
favorable to Triarc Consumer Products Group and its Subsidiaries or the holders
of the notes, and any stock option plan of Arby's, provided that such plan, and
any amendment thereto, is not materially less favorable to Triarc Consumer
Products Group and its Subsidiaries or to the holders of the notes, including
with respect to the percentage of shares of Arby's to be issued thereunder, than
the Triarc Beverage Holdings 1997 Stock Option Plan as such plan is in effect on
the Closing Date, shall not be considered Indebtedness, unless, as of the date
of determination, Triarc Consumer Products Group is required to purchase such
stock pursuant to the put rights contained in such plan, is not prohibited by
the terms of any Indebtedness from purchasing such stock and has not purchased
it, but any interest thereon shall be included in the calculation of
Consolidated Interest Expense.
 
     'Interest Rate Agreement' means in respect of a Person any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.
 
     'Investment' in any Person means any direct or indirect advance, loan,
other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender, or other
extensions of credit, including by way of Guarantee or similar arrangement but
only when payment has been made thereunder or such arrangement would be
classified and accounted for as a liability on a balance sheet of the Person
extending such credit prepared in accordance with GAAP, or capital contribution
to, by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others, or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person and shall include (i) the designation of a Restricted Subsidiary
as an Unrestricted Subsidiary and (ii) the fair market value of the Capital
Stock, or any other Investment held by Triarc Consumer Products Group or any of
its Restricted Subsidiaries of, or in, any Person that has ceased to be a
Restricted Subsidiary, including without limitation by reason of a transaction
permitted by clause (iv) of the 'Limitation on the Sale or Issuance of Capital
Stock of Restricted Subsidiaries' covenant. For purposes of the definition of
'Unrestricted Subsidiary', the definition of 'Restricted Payment' and the
covenant described under ' -- Certain Covenants -- Limitation on Restricted
Payments,' (i) 'Investment' shall include the portion, proportionate to Triarc
Consumer Products Group's equity interest in such Subsidiary, of the fair market
value of the net assets of any Subsidiary of Triarc Consumer Products Group at
the time that such Subsidiary is designated an Unrestricted Subsidiary and (ii)
any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value at the time of such transfer, in each case as
determined in good faith by the Board of Directors.
 
     'Lien' means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind, including any conditional sale or other title retention
agreement or lease in the nature thereof.
 
     'Liquid Securities' means securities (i) of an issuer that is not an
Affiliate of Triarc Consumer Products Group, (ii) that are publicly traded on
the New York Stock Exchange, the American Stock Exchange, or the NASDAQ National
Market and (iii) as to which Triarc Consumer Products Group or the Restricted
Subsidiary holding such securities is not subject to any restrictions on sale or
transfer, including any volume restrictions under Rule 144 under the Securities
Act, or any other restrictions imposed by the Securities Act, or as to which a
registration statement under the Securities Act covering
 
                                      124
 

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<PAGE>
the resale thereof is in effect for as long as the securities are held; provided
that securities meeting the requirements of clauses (i), (ii) and (iii) above
shall be treated as Liquid Securities from the date of receipt thereof until and
only until the earlier of (x) the date on which such securities are sold or
exchanged for cash or Temporary Cash Investments and (y) 90 days following the
date of receipt of such securities. If such securities are not sold or exchanged
for cash or Temporary Cash Investments within 90 days of receipt thereof, for
purposes of determining whether the transaction pursuant to which Triarc
Consumer Products Group or a Restricted Subsidiary received the securities was
in compliance with the provisions of the indenture described under ' -- Certain
Covenants -- Limitations on Sales of Assets and Subsidiary Stock,' such
securities shall be deemed not to have been Liquid Securities at any time.
 
     'Management Agreement' means the management services agreement(s) between
Triarc Parent and Triarc Consumer Products Group and/or its Subsidiaries for the
provision of management and other services by Triarc Parent as in effect on, or
entered into on, the Closing Date, and as such agreement may be amended from
time to time to, among other things, add additional Subsidiaries as parties
thereto, but not to change the financial terms thereof in any way that is less
favorable to Triarc Consumer Products Group and its Subsidiaries.
 
     'Material Subsidiary Obligor' means any Subsidiary Guarantor, Triarc
Beverage Holdings and any other Subsidiary that is an issuer, other than, in
each case, any Subsidiary principally engaged in Triarc Consumer Products
Group's soft drink concentrate business segment, which, together with its
consolidated Subsidiaries, had EBITDA for the period of the most recent four
consecutive fiscal quarters of Triarc Consumer Products Group ending prior to
the date of such determination for which reports have been filed or provided to
the trustee pursuant to the 'SEC Reports' covenant equal to or more than 15% of
the EBITDA of Triarc Consumer Products Group and its Restricted Subsidiaries
including such issuer or Subsidiary Guarantor, for such four fiscal quarters, in
each case calculated on a pro forma basis giving effect to any Business
Disposition, other than the disposition of such Subsidiary Guarantor, Business
Acquisition, designation of a Restricted Subsidiary as an Unrestricted
Subsidiary or redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary occurring since the beginning of such period and on or prior to the
date of such determination.
 
     'Moody's' means Moody's Investors Service, Inc. and its successors.
 
     'Net Available Cash' from an Asset Disposition means cash payments received
therefrom, including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and proceeds
from the sale or other disposition of any securities received as consideration,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other
noncash form, in each case net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and all Federal,
state, provincial, foreign and local taxes required to be accrued as a liability
under GAAP, as a consequence of such Asset Disposition, (ii) all payments made
on any Indebtedness which is secured by any assets subject to such Asset
Disposition, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such assets, or which must by its terms,
or in order to obtain a necessary consent to such Asset Disposition, or by
applicable law, be repaid out of the proceeds from such Asset Disposition, (iii)
all distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries as a result of such Asset Disposition and
(iv) the deduction of appropriate amounts provided by the seller as a reserve,
in accordance with GAAP, against any liabilities associated with the property or
other assets disposed in such Asset Disposition and retained by Triarc Consumer
Products Group or any Restricted Subsidiary after such Asset Disposition.
 
     'Net Cash Proceeds' with respect to any issuance or sale of Capital Stock
and with respect to a Permitted Arby's Securitization, means the cash proceeds
of such issuance, sale or transaction, net of attorneys, fees, accountants'
fees, underwriters, or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance, sale or transaction and net of taxes paid or payable as a result
thereof.
 
     'Non-Recourse Debt' means Indebtedness of any Person: (i) as to which
neither Triarc Consumer Products Group nor any of its Subsidiaries (a) provides
credit support of any kind, including, without
 
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limitation, any undertaking, agreement or instrument that would constitute
Indebtedness, or (b) is directly or indirectly liable, as a guarantor or
otherwise; and (ii) no default with respect to which, including any rights that
the holders thereof may have to take enforcement action, would permit, upon
notice, lapse of time or both, any holder of any other Indebtedness of Triarc
Consumer Products Group or any of its Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity.
 
     'Obligations' means with respect to any Indebtedness all obligations for
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
and other amounts payable pursuant to the documentation governing such
Indebtedness, and in the case of the Credit Agreement, any Hedging Obligations
with respect thereto.
 
     'Permitted Arby's Dividend' means (i) a Permitted Arby's Securitization
Residual Payment and (ii) a Permitted Arby's IPO Dividend; provided that, in
each case, immediately after giving effect to such dividend of Capital Stock,
(x) RC/Arby's and its Subsidiaries (a) have no Indebtedness other than Non-
Recourse Debt and (b) are not party to any arrangement with Triarc Consumer
Products Group or any of its Subsidiaries, including without limitation any
arrangement to make payments in respect of service provided to RC/Arby's and its
Subsidiaries under the Management Agreement, the Tax Sharing Agreement or any
other agreement, unless the terms of such arrangement are on an arms-length
basis, (y) neither Triarc Consumer Products Group nor any of its Subsidiaries
has any direct or indirect contractual obligations (i) with respect to any
obligation of RC/Arby's and its Subsidiaries, including without limitation, any
Guarantee thereof, (ii) to subscribe for additional Capital Stock of RC/Arby's
or any of its Subsidiaries or (iii) to maintain or preserve the financial
condition of RC/Arby's or any of its Subsidiaries or to cause any of them to
achieve any specified levels of operating results and (z) RC/Arby's and its
Subsidiaries shall jointly and severally indemnify Triarc Consumer Products
Group and its Subsidiaries from and against all losses, claims, damages and
liabilities, including, without limitation, any tax, ERISA or environmental
losses (collectively, 'losses') related to the actions or operations of
RC/Arby's and its Subsidiaries, other than any losses related to the actions or
operations of Royal Crown Company, Inc. and each of its Subsidiaries, the
Capital Stock of which has been conveyed to Triarc Consumer Products Group or
any of its Subsidiaries, and Triarc Consumer Products Group and its Subsidiaries
shall jointly and severally indemnify RC/Arby's and its Subsidiaries from and
against all losses related to the actions or operations of Triarc Consumer
Products Group and its Subsidiaries, including Royal Crown Company, Inc. and
each of its Subsidiaries, if the Capital Stock of such Person has been conveyed
to Triarc Consumer Products Group or any of its Subsidiaries.
 
     'Permitted Arby's IPO Dividend' means a distribution by Triarc Consumer
Products Group to Triarc Parent of all of the Capital Stock, but not assets, of
RC/Arby's, and any of its Subsidiaries, so long as each such Person has no
assets other than Arby's Securitization Assets, the Net Cash Proceeds of any
Permitted Arby's Securitization, any Arby's Securitization Residual Notes, the
Capital Stock of any Arby's Securitization Entity and businesses related thereto
and any other assets, other than cash and cash equivalents that do not
constitute Net Cash Proceeds of a Permitted Arby's Securitization, used in
connection with any restaurant franchising business, and not used in connection
with the beverage business, of Triarc Consumer Products Group and its Restricted
Subsidiaries; provided that, as a condition to such distribution:
 
          (i) no Default shall have occurred and be continuing;
 
          (ii) Triarc Consumer Products Group shall have consummated an
     underwritten primary public offering of its Common Stock substantially
     concurrently with, but no later than, the date of such distribution; and
 
          (iii) immediately after giving effect to such transaction, including
     the distribution of RC/Arby's Capital Stock, the public offering described
     in clause (ii) and the use of proceeds therefrom, Triarc Consumer Products
     Group would (A) be able to Incur an additional $1.00 of Indebtedness
     pursuant to paragraph (a) of the covenant described under 'Limitation on
     Indebtedness'; and (B) have a Consolidated Leverage Ratio no greater than
     5.0 to 1.
 
     'Permitted Arby's Securitization' means the sale, transfer and assignment
by Arby's and/or one or more of its Subsidiaries to one or more Arby's
Securitization Entities of Arby's Securitization Assets to
 
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occur within nine months of the Closing Date, the issuance and sale by the
Arby's Securitization Entity of the Arby's Securitization Notes and the Arby's
Securitization Residual Note and the right and obligations of Arby's and/or one
or more of its Subsidiaries to provide certain servicing and other services with
respect to such Arby's Securitization Assets and the Arby's Securitization
Entity; provided that:
 
          (i) Triarc Consumer Products Group receives Net Cash Proceeds from
     such sale by Arby's and/or one or more of its Subsidiaries of at least
     $300.0 million;
 
          (ii) the aggregate consideration received in such sale is at least
     equal to the aggregate fair market value of the assets sold, as determined
     by Triarc Consumer Products Group's board of directors in good faith;
 
          (iii) Triarc Consumer Products Group applies the Net Cash Proceeds
     from the first $350.0 million of gross proceeds of such sale to repay
     Senior Indebtedness of an issuer or any Subsidiary Guarantor, and to
     correspondingly reduce any commitments therefor in the case of revolving
     credit indebtedness, and if such proceeds exceed the amount of Senior
     Indebtedness outstanding, to offer to purchase the notes and any other pari
     passu Indebtedness, on a pro rata basis, such offer to be on substantially
     the same terms and at the same price as an offer to purchase pursuant to
     the 'Limitation on Sale of Assets and Subsidiary Stock' covenant; and
 
          (iv) (A) neither Triarc Consumer Products Group nor any Restricted
     Subsidiary of Triarc Consumer Products Group retains any obligation,
     contingent or otherwise, (x) with respect to the assets so sold, (y) for
     the indebtedness or other liabilities, contingent or otherwise, of any
     Arby's Securitization Entity purchasing such assets or (z) to subscribe for
     additional shares of Capital Stock or other equity interests or make any
     additional capital contribution or similar payment or transfer to any
     Arby's Securitization Entity or any other Person purchasing such assets or
     to maintain or preserve the solvency or any balance sheet term, financial
     condition, level of income or results of operations thereof and (B) no
     property of Triarc Consumer Products Group or any Restricted Subsidiary of
     Triarc Consumer Products Group is subject, directly or indirectly, to the
     satisfaction therefor, other than any such obligations or subjecting of
     property of Arby's or any Subsidiary of Arby's pursuant to customary
     representations, warranties and covenants made in connection with the sale
     of such assets and other than obligations to service such assets.
 
     'Permitted Arby's Securitization Residual Payment' means, in the event that
the gross proceeds received by Triarc Consumer Products Group from the Permitted
Arby's Securitization exceeds $350.0 million, a distribution by Triarc Consumer
Products Group to Triarc Parent of all of the Capital Stock of RC/Arby's and any
of its Subsidiaries, so long as each such Person has no assets other than Arby's
Securitization Assets, the Net Cash Proceeds of the Permitted Arby's
Securitization, any Arby's Securitization Residual Notes, the Capital Stock of
any Arby's Securitization Entity and businesses related thereto (collectively,
'Arby's Assets'); provided that the Capital Stock of any other Subsidiary of
RC/Arby's, but not any assets of such Person other than Arby's Assets, that has
any obligations or liabilities, contingent or otherwise with respect to the
assets transferred pursuant to such securitization are also distributed to
Triarc Parent at such time.
 
     'Permitted Holders' means, collectively, Nelson Peltz, Peter W. May, DWG
Acquisition Group, L.P., and/or their respective affiliates, including members
of their immediate families, and any trusts and estates of which any of them are
primary beneficiaries and any entities of which any of them hold a majority of
the equity securities.
 
     'Permitted Investment' means an Investment by Triarc Consumer Products
Group or any Restricted Subsidiary in (i) Triarc Consumer Products Group, a
Restricted Subsidiary or a Person that will, upon the making of such Investment,
become a Restricted Subsidiary; provided, however, that the primary business of
such Restricted Subsidiary is a Related Business; (ii) another Person if as a
result of such Investment such other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets to, Triarc
Consumer Products Group or a Restricted Subsidiary; provided, however, that such
Person's primary business is a Related Business; (iii) Temporary Cash
Investments; (iv) receivables owing to Triarc Consumer Products Group or any
Restricted Subsidiary if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary
 
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trade terms; provided, however, that such trade terms may include such
concessionary trade terms as Triarc Consumer Products Group or any such
Restricted Subsidiary deems reasonable under the circumstances; (v) payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business; (vi) loans or advances to
employees or directors made in the ordinary course of business consistent with
past practices of Triarc Consumer Products Group or such Restricted Subsidiary;
(vii) stock, obligations or securities received in settlement of debts created
in the ordinary course of business and owing to Triarc Consumer Products Group
or any Restricted Subsidiary or in satisfaction of judgments; (viii) any Arby's
Securitization Residual Note and any contribution of Arby's Securitization
Assets to any Arby's Securitization Entity and (ix) any Person to the extent
such Investment represents the non-cash portion of the consideration received
for an Asset Disposition as permitted pursuant to the covenant described under
' -- Certain Covenants -- Limitation on Sales of Assets and Subsidiary Stock.'
 
     'Person' means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.
 
     'Preferred Stock,' as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes, however designated, which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.
 
     'principal' of a Note means the principal of the Note plus the premium, if
any, payable on the Note which is due or overdue or is to become due at the
relevant time.
 
     'Refinance' means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such indebtedness. 'Refinanced' and
'Refinancing' shall have correlative meanings.
 
     'Refinancing Indebtedness' means Indebtedness that Refinances any
Indebtedness of Triarc Consumer Products Group or any Restricted Subsidiary
existing on the Closing Date or Incurred in compliance with the indenture,
including Indebtedness that Refinances Refinancing Indebtedness; provided,
however, that (i) such Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being Refinanced, (ii) such
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being Refinanced and (iii) such Refinancing Indebtedness has an
aggregate principal amount, or if Incurred with original issue discount, an
aggregate issue price, that is equal to or less than the aggregate principal
amount, or if Incurred with original issue discount, the aggregate accreted
value, then outstanding or committed, plus fees and expenses, including any
premium and defeasance costs, under the Indebtedness being Refinanced; provided,
further, however, that Refinancing Indebtedness shall not include (x)
Indebtedness of a Subsidiary that is not a Subsidiary Guarantor or an issuer
that Refinances Indebtedness of an issuer or a Subsidiary Guarantor or (y)
Indebtedness of Triarc Consumer Products Group or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.
 
     'Related Business' means the business of Triarc Consumer Products Group and
its Restricted Subsidiaries on the Closing Date and any business related,
ancillary or complementary to the businesses of Triarc Consumer Products Group
and its Restricted Subsidiaries on the Closing Date.
 
     'Representative' means any trustee, agent or representative, if any, for an
issue of Senior Indebtedness of an issuer; provided that, with respect to the
Credit Agreement as in effect on the Closing Date, 'Representative' shall, for
purposes of delivering a Blockage Notice, refer only to the 'Administrative
Agent', as defined in the Credit Agreement, unless otherwise agreed in writing
by all of the Banks party to the Credit Agreement.
 
     'Restricted Subsidiary' means any Subsidiary of Triarc Consumer Products
Group that is not an Unrestricted Subsidiary.
 
     'Sale/Leaseback Transaction' means an arrangement relating to property now
owned or hereafter acquired whereby Triarc Consumer Products Group or a
Restricted Subsidiary transfers such property
 
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to a Person and Triarc Consumer Products Group or a Restricted Subsidiary leases
it from such Person, other than pursuant to an operating lease.
 
     'Senior Indebtedness' means, with respect to any Person on any date of
determination, (i) the Bank Indebtedness, (ii) all other Indebtedness of such
Person, whether outstanding on the Closing Date or thereafter Incurred, and
(iii) accrued and unpaid interest, including interest accruing on or after, or
which would accrue but for, the filing of any petition in bankruptcy or for
reorganization, whether or not allowed thereby in respect of (A) indebtedness of
such Person for money borrowed and (B) indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable, unless, in each case, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such obligations are pari passu or subordinate in right of
payment to the notes; provided, however, that Senior Indebtedness shall not
include (1) any obligation of an issuer or Subsidiary Guarantor to any Affiliate
of Triarc Consumer Products Group, (2) any liability for Federal, state, local
or other taxes owed or owing by such Person, (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of business,
including guarantees thereof or instruments evidencing such liabilities, (4) any
Indebtedness of such Person, and any accrued and unpaid interest in respect
thereof, which is subordinate or junior in any respect to any other Indebtedness
or other obligation of such Person or (5) that portion of any Indebtedness which
at the time of Incurrence is Incurred in violation of the indenture; provided
that Bank Indebtedness shall be deemed not to have been Incurred in violation of
the indenture if Triarc Consumer Products Group shall, or shall be deemed to,
have represented that the Incurrence thereof does not violate the indenture.
 
     'Senior Subordinated Indebtedness' means the notes and the Subsidiary
Guarantees and any other Indebtedness of the issuers or the Subsidiary
Guarantors that specifically provides that such Indebtedness is to rank pari
passu with the Notes or the Subsidiary Guarantees, as applicable, in right of
payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of the issuers or the Subsidiary Guarantors, as
applicable, which is not Senior Indebtedness.
 
     'Significant Subsidiary' means any Subsidiary that would be a 'Significant
Subsidiary' of Triarc Consumer Products Group within the meaning of Rule 1-02
under Regulation S-X promulgated by the Securities and Exchange Commission.
 
     'Stated Maturity' means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision, but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred.
 
     'Subordinated Obligation' means any Indebtedness of an issuer or a
Subsidiary Guarantor, whether outstanding on the Closing Date or thereafter
Incurred, which is subordinate or junior in right of payment to the notes
pursuant to a written agreement to that effect.
 
     'Subsidiary' means, with respect to any Person, any corporation,
association, partnership, limited liability company, business or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests, including partnership interests, entitled, without
regard to the occurrence of any contingency, to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.
 
     'Subsidiary Guarantor' means (i) each Domestic Restricted Subsidiary of
Triarc Consumer Products Group, other than Triarc Beverage Holdings, in
existence on the Closing Date, other than RC/Arby's and each Domestic Restricted
Subsidiary of RC/Arby's, (ii) from and after the redemption of the existing
RC/Arby's notes, RC/Arby's and each Domestic Restricted Subsidiary of RC/Arby's
in existence on such redemption date and (iii) each Domestic Restricted
Subsidiary that executes a supplemental indenture providing for the Guarantee of
the payment of the notes, in each case until such time as such Subsidiary is
released from its Subsidiary Guaranty as permitted by the indenture.
 
     'Subsidiary Guaranty' means a Guarantee by a Subsidiary Guarantor of the
issuers' obligations with respect to the notes.
 
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     'Tax Sharing Agreement' means (i) the tax sharing agreement among Triarc
Consumer Products Group, certain of its Subsidiaries and Triarc Parent as in
effect on the Closing Date and as such agreement may be amended from time to
time to, among other things, add additional Subsidiaries as parties thereto, but
not to change the financial terms thereof in any way that is less favorable to
Triarc Consumer Products Group and its Subsidiaries, and (ii) any other tax
sharing agreement between Triarc Parent, Triarc Consumer Products Group and/or
any other Subsidiaries of Triarc Consumer Products Group containing terms no
less favorable to Triarc Consumer Products Group and its Subsidiaries than the
tax sharing agreement referred to in clause (i).
 
     'Temporary Cash Investments' means any of the following;
 
          (i) any investment in direct obligations of the United States of
     America or any agency thereof or obligations guaranteed by the United
     States of America or any agency thereof,
 
          (ii) investments in demand deposit accounts, time deposit accounts,
     certificates of deposit and money market deposits maturing within 365 days
     of the date of acquisition thereof issued by a commercial banking
     institution that is a lender under the Credit Agreement or a member of the
     Federal Reserve System and has a combined capital and surplus and undivided
     profits aggregating in excess of $500,000,000, or the foreign currency
     equivalent thereof, or any money-market fund sponsored by a registered
     broker dealer or mutual fund distributor,
 
          (iii) repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clause (i), (ii) or (iv)
     entered into with a bank meeting the qualifications described in clause
     (ii) above,
 
          (iv) investments in commercial paper, maturing not more than nine
     months after the date of acquisition, issued by a corporation, other than
     an Affiliate of Triarc Consumer Products Group, organized and in existence
     under the laws of the United States of America or any foreign country
     recognized by the United States of America with a rating at the time as of
     which any investment therein is made of 'P-l', or higher, according to
     Moody's or 'A-1', or higher, according to Standard & Poors, and
 
          (v) investments in securities with maturities of one year or less from
     the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and rated at least 'AA'
     by Standard & Poors or 'Aa' by Moody's.
 
     'Transactions' means the issuance and sale of the notes and the closing of
the Credit Agreement and the borrowings thereunder for the purpose of (i)
repaying Triarc Beverage Holdings' existing credit agreement, (ii) redeeming
RC/Arby's's existing notes, (iii) paying the Closing Dividend and (iv)
purchasing certain premium beverage distributors on or about the Closing Date.
 
     'Unrestricted Subsidiary' means (i) any Subsidiary of Triarc Consumer
Products Group that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner provided below
and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors
may designate any Subsidiary of Triarc Consumer Products Group, including any
newly acquired or newly formed Subsidiary, to be an Unrestricted Subsidiary,
other than Triarc Beverage Holdings, unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any
property of, Triarc Consumer Products Group or any other Subsidiary of Triarc
Consumer Products Group that is not a Subsidiary of the Subsidiary to be so
designated; provided that (A) any Guarantee by Triarc Consumer Products Group or
any Restricted Subsidiary of any Indebtedness of the Subsidiary being so
designated shall be deemed an 'Incurrence' of such Indebtedness and, if such
Guarantee is called upon or would be required to be classified and accounted for
as a liability on a balance sheet of Triarc Consumer Products Group or any
Restricted Subsidiary prepared in accordance with GAAP, an 'Investment' by
Triarc Consumer Products Group or such Restricted Subsidiary, or both, if
applicable, at the time of such designation, (B) either (i) the Subsidiary to be
so designated has total assets of $1,000 or less or (ii) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under the
covenant described under ' -- Certain Covenants -- Limitation on Restricted
Payments' and (C) if applicable, the Incurrence of Indebtedness and the
Investment referred to in clause (A) of this proviso would be permitted under
the 'Limitation on Indebtedness' and
 
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'Limitation on Restricted Payments' covenants described above. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that immediately after giving effect to such
designation (x) Triarc Consumer Products Group could Incur $1.00 of additional
Indebtedness under paragraph (a) of the covenant described under ' -- Certain
Covenants -- Limitation on Indebtedness' and (y) no Default shall have occurred
and be continuing. Any such designation by the Board of Directors shall be
evidenced to the trustee by promptly filing with the trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.
 
     'U.S. Government Obligations' means direct obligations, or certificates
representing an ownership interest in such obligations, of the United States of
America, including any agency or instrumentality thereof, for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.
 
     'Voting Stock' of a Person means all classes of Capital Stock or other
interests, including partnership or membership interests, of such Person then
outstanding and normally entitled, without regard to the occurrence of any
contingency, to vote in the election of directors, managers or trustees thereof.
 
     'Wholly Owned Subsidiary' means a Restricted Subsidiary all the Capital
Stock of which, other than directors' qualifying shares and other than Capital
Stock issued to employees, directors, managers and consultants of such
Subsidiary pursuant to plans approved by the Board of Directors of Triarc
Consumer Products Group or such Subsidiary, is owned by Triarc Consumer Products
Group or one or more Wholly Owned Subsidiaries.
 
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                       FEDERAL INCOME TAX CONSIDERATIONS
 
     The following discussion is a summary of United States federal income and
estate tax considerations that may be relevant to the exchange of initial notes
for exchange notes pursuant to the exchange offer and to the purchase, ownership
and disposition of the exchange notes. This summary does not purport to be a
complete analysis of all of the potential United States federal income and
estate tax considerations relating to the purchase, ownership and disposition of
the exchange notes and generally does not address any other taxes that might be
applicable to a holder of the exchange notes. In the opinion of Paul, Weiss,
Rifkind, Wharton & Garrison, special United States tax counsel to Triarc
Consumer Products Group, Triarc Beverage Holdings, and certain other
subsidiaries of Triarc Consumer Products Group, the discussion accurately
reflects the material United States federal income tax consequences to U.S. and
non-U.S. holders of the consummation of the exchange offer and the ownership and
disposition of the exchange notes. We cannot assure you that the United States
Internal Revenue Service will take a view similar to that described below.
Further, the discussion does not address all aspects of taxation that may be
relevant to
 
     (1) particular holders of initial notes or exchange notes in light of their
         individual circumstances, including the effect of any foreign, state or
         local laws, or
 
     (2) particular types of purchasers that receive special treatment under
         United States federal income tax laws, including
 
          (a) dealers in securities,
 
          (b) insurance companies,
 
          (c) financial institutions,
 
          (d) persons that hold the initial notes or exchange notes that are a
              hedge or that are hedged against currency risks or that are part
              of a straddle or conversion transaction or a constructive sale,
 
          (e) persons whose functional currency is not the U.S. dollar, and
 
          (f) tax-exempt entities.
 
     The discussion below assumes that the initial notes or exchange notes are
held as capital assets within the meaning of section 1221 of the Internal
Revenue Code of 1986.
 
     The discussion of the United States federal income and estate tax
considerations below is based on currently existing provisions of the Code, the
applicable Treasury regulations promulgated and proposed thereunder, judicial
decisions, and administrative interpretations, all of which are subject to
change, possibly on a retroactive basis. Because individual circumstances may
differ, you are strongly urged to consult your tax advisor with respect to your
particular tax situation and the particular tax effects of any state, local,
non-United States or other tax laws and possible changes in the tax laws.
 
     As used in this section, the term U.S. holder means a beneficial owner of
an exchange note who or which is for United States federal income tax purposes
 
     (1) a citizen or resident of the United States,
 
     (2) a corporation, partnership or other entity created or organized in or
         under the laws of the United States or of any political subdivision
         thereof,
 
     (3) an estate the income of which is subject to United States federal
         income taxation regardless of its source, or
 
     (4) a trust if a court within the United States is able to exercise primary
         supervision over the administration of the trust and one or more United
         States persons have the authority to control all substantial decisions
         of the trust.
 
The term also includes those former citizens of the United States whose income
and gain on the exchange notes will be subject to United States taxation. As
used herein, the term non-U.S. holder means a beneficial owner of an exchange
note that is not a U.S. holder.
 
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FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
 
     The exchange of initial notes for exchange notes pursuant to the exchange
offer will not be treated as an exchange or otherwise as a taxable event to
holders. Consequently, (1) no gain or loss will be realized by a holder upon
receipt of an exchange note, (2) the holding period of the exchange note will
include the holding period of the initial note exchanged therefor and (3) the
adjusted tax basis of the exchange note will be the same as the adjusted tax
basis of the initial note exchanged therefor immediately before the exchange.
 
TAX CONSIDERATIONS FOR U.S. HOLDERS
 
PAYMENTS OF INTEREST
 
     Interest on an exchange note generally will be taxable to a U.S. holder as
ordinary interest income at the time it accrues or is received in accordance
with the U.S. holder's method of accounting for United States federal income tax
purposes.
 
MARKET DISCOUNT AND BOND PREMIUM
 
     If a U.S. holder purchases an exchange note for an amount that is less than
its principal amount, the difference generally will be treated as market
discount. In that case, any partial principal payment on, or any gain realized
on the sale, exchange, retirement or other disposition of, including
dispositions which are nonrecognition transactions under certain provisions of
the Code, the exchange note will be included in gross income and characterized
as ordinary income to the extent of the market discount that (1) has not
previously been included in income and (2) is treated as having accrued on the
exchange note prior to the payment or disposition. Market discount generally
accrues on a straight-line basis over the remaining term of the exchange note.
Upon an irrevocable election, however, market discount will accrue on a constant
yield basis. A U.S. holder might be required to defer all or a portion of the
interest expense on any indebtedness incurred or continued to purchase or carry
an exchange note. A U.S. holder may elect to include market discount in gross
income currently as it accrues. If such an election is made, the preceding rules
relating to the recognition of market discount and deferral of interest expense
will not apply. An election made to include market discount in gross income as
it accrues will apply to all debt instruments acquired by the U.S. holder on or
after the first day of the taxable year to which the election applies and may be
revoked only with the consent of the Internal Revenue Service.
 
     If a U.S. holder purchases an exchange note for an amount that is in excess
of all amounts payable on the exchange note after the purchase date, other than
payments of qualified stated interest, the excess will be treated as bond
premium. In general, a U.S. holder may elect to amortize bond premium over the
remaining term of the exchange note on a constant yield method. The amount of
bond premium allocable to any accrual period is offset against the qualified
stated interest allocable to the accrual period. If, following the offset
determination described in the immediately preceding sentence, there is any
excess allocable bond premium remaining, that excess may, in some circumstances,
be deducted. An election to amortize bond premium applies to all taxable debt
instruments held at the beginning of the first taxable year to which the
election applies and thereafter acquired by the U.S. holder and may be revoked
only with the consent of the Internal Revenue Service.
 
SALE, EXCHANGE OR RETIREMENT OF NOTES
 
     Upon the sale, exchange or retirement of an exchange note, a U.S. holder
will recognize taxable gain or loss equal to the difference between the amount
of cash plus the fair market value of any property received, but not including
any amount attributable to accrued but unpaid interest, and the holder's
adjusted tax basis in the exchange note. A U.S. holder's adjusted tax basis in
an exchange note will be its cost, increased by any accrued market discount
included in gross income and reduced by any amortized bond premium and any
principal payment on the exchange note received by the holder.
 
     Subject to the discussion of market discount above, gain or loss realized
on the sale, exchange or retirement of an exchange note by a U.S. holder
generally will be capital gain or loss if the exchange note is held as a capital
asset by the U.S. holder. Long-term capital gains of individuals will be subject
to
 
                                      133
 

<PAGE>

<PAGE>
a maximum federal income tax rate of 20%. There are limitations which apply to
the deductibility of capital losses.
 
TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
 
     Generally, payments of principal or interest on the exchange notes by
Triarc Consumer Products Group or any paying agent to a beneficial owner of an
exchange note that is a non-U.S. holder will not be subject to U.S. federal
income tax or income withholding tax, provided that, in the case of interest,
 
     (1) the non-U.S. holder does not own, actually or constructively, 10% or
         more of the combined voting power of all classes of stock of either
         Triarc Parent or Triarc Beverage Holdings entitled to vote,
 
     (2) the non-U.S. holder is not, for U.S. federal income tax purposes, a
         controlled foreign corporation related to either Triarc Parent or
         Triarc Beverage Holdings actually or constructively through stock
         ownership,
 
     (3) the non-U.S. holder is not a bank receiving interest described in
         section 881(c)(3)(A) of the Code, and
 
     (4) either
 
          (a) the non-U.S. holder provides Triarc Consumer Products Group or its
              agent with an Internal Revenue Service Form W-8, or a suitable
              substitute form, signed under penalties of perjury that includes
              its name and address and certifies as to its non-United States
              status in compliance with applicable law and Treasury Regulations,
              or
 
          (b) a securities clearing organization, bank or other financial
              institution that holds customers' securities in the ordinary
              course of its trade or business holds the exchange note and
              provides a statement to Triarc Consumer Products Group or its
              agent signed under penalties of perjury in which the organization,
              bank or financial institution certifies that a Form W-8, or a
              suitable substitute form, has been received by it from the
              non-U.S. holder or from another financial institution acting on
              behalf of the non-U.S. holder and furnishes Triarc Consumer
              Products Group or its agent with a copy thereof.
 
If these requirements cannot be met, a non-U.S. holder generally will be subject
to United States federal income withholding tax at a rate of 30%, or such lower
rate provided by an applicable treaty, with respect to payments of interest on
the exchange notes. The non-U.S. holder must inform Triarc Consumer Products
Group or its agent or the financial institution to which the non-U.S. holder
provided the Form W-8, or the suitable substitute form, within 30 days of any
change in the information provided in the form submitted.
 
     Treasury Regulations generally effective for payments made after December
31, 2000 provide alternative methods for satisfying the certification
requirements described in clause (4) above. These new regulations also will
require, in the case of exchange notes held by a foreign partnership, that (1)
the certification be provided by the partners rather than by the foreign
partnership and (2) the partnership provide prescribed information, including a
U.S. taxpayer identification number.
 
     A non-U.S. holder of an exchange note generally will not be subject to
United States federal income or income withholding tax on gain realized on the
sale, exchange, redemption, retirement or other disposition of his, her or its
exchange note, unless
 
     (1) the non-U.S. holder is an individual who is present in the United
         States for 183 days or more in the taxable year of the disposition, and
         other conditions are met, or
 
     (2) the gain is effectively connected with the conduct by the non-U.S.
         holder of a trade or business in the United States.
 
     Notwithstanding the above, if a non-U.S. holder of an exchange note is
engaged in a trade or business in the United States and if interest on the
exchange note, or gain realized on the disposition of the exchange note, is
effectively connected with the conduct of that trade or business, the non-U.S.
holder generally will be subject to regular United States federal income tax on
the interest or gain in the same manner as if it were a U.S. holder, unless an
applicable treaty provides otherwise. In addition, if
 
                                      134
 

<PAGE>

<PAGE>
the non-U.S. holder is a foreign corporation, it may be subject to a branch
profits tax equal to 30%, or such lower rate provided by an applicable treaty,
of its effectively connected earnings and profits for the taxable year, as
adjusted. Even though effectively connected income is subject to income tax and
possibly also branch profits tax, it generally is not subject to income
withholding if the non-U.S. holder delivers a properly executed Internal Revenue
Service Form 4224, or other form applicable under the new regulations, to the
payor.
 
     An exchange note held by an individual non-U.S. holder who at the time of
death is not a United States citizen or resident of the United States, as
defined for United States federal estate tax purposes, will not be subject to
United States federal estate taxation as a result of the individual's death
unless
 
     (1) the individual owns, actually or constructively, 10% or more of the
         combined voting power of all classes of stock of either Triarc Parent
         or Triarc Beverage Holdings entitled to vote, or
 
     (2) the interest on the exchange note is effectively connected with the
         conduct by the individual of a trade or business in the United States.
 
TAX CONSIDERATIONS APPLICABLE TO BOTH U.S. HOLDERS AND NON-U.S. HOLDERS
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
     Under current United States federal income tax law, a 31% backup
withholding tax might apply to some payments on, and the proceeds from a sale,
exchange or redemption of, the exchange notes, unless the holder of the exchange
note
 
     (1) is a corporation or comes within other exempt categories and, when
         required, demonstrates that fact, or
 
     (2) provides a correct taxpayer identification number, certifies as to its
         exemption from backup withholding and otherwise complies with
         applicable requirements of the backup withholding rules.
 
     Backup withholding and information reporting generally will not apply to
payments made by Triarc Consumer Products Group or a paying agent on an exchange
note to a non-U.S. holder if the certification described under 'Tax
Considerations for Non-U.S. Holders' is duly provided or the non-U.S. holder
otherwise establishes an exemption and the payor does not have actual knowledge
that the conditions of any other exemption are not, in fact, satisfied. The
payments of proceeds from the disposition of an exchange note to or through a
non-United States office of a broker that is
 
     (1) a United States person,
 
     (2) a controlled foreign corporation for United States federal income tax
         purposes,
 
     (3) a foreign person, 50% or more of whose gross income from all sources
         for specified periods was effectively connected with the conduct of a
         United States trade or business, or
 
     (4) after December 31, 2000, a foreign partnership if either
 
          (a) more than 50% of the income or capital interest is owned by U.S.
              persons, or
 
          (b) the partnership has the requisite connections to the United
              States,
 
will be subject to information reporting requirements unless the broker has
documentary evidence in its files of the holder's non-U.S. holder status and has
no actual knowledge to the contrary or otherwise establishes an exemption.
Before January 1, 2001, backup withholding will not apply to any payment of the
proceeds from the sale of an exchange note made to or through a foreign office
of a broker. However, after December 31, 2000, backup withholding might apply if
the broker has actual knowledge that the payee is a U.S. holder. Payments of the
proceeds from the sale of an exchange note to or through the United States
office of a broker are subject to information reporting and possible backup
withholding unless the holder certifies, under penalties of perjury, that it is
not a U.S. holder and that other conditions are met or otherwise establishes an
exemption, provided that the broker does not have actual knowledge that the
holder is a U.S. holder or that the conditions of any other exemption are not,
in fact, satisfied.
 
                                      135
 

<PAGE>

<PAGE>
     Holders of exchange notes should consult their tax advisors regarding the
application of backup withholding in their particular situations, the
availability of an exemption therefrom, and the procedure for obtaining an
exemption, if available. Any amounts withheld from payment under the backup
withholding rules will be allowed as a credit against the holder's United States
federal income tax liability and may entitle the holder to a refund if the
required information is furnished to the Internal Revenue Service.
 
     THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX
ADVICE. ACCORDINGLY, YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR
TAX CONSEQUENCES TO YOU OF THE EXCHANGE OFFER AND OF PURCHASING, HOLDING AND
DISPOSING OF THE INITIAL NOTES OR THE EXCHANGE NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR NON-UNITED STATES TAX LAWS AND
ANY RECENT OR PROSPECTIVE CHANGES IN APPLICABLE TAX LAWS AND THE EFFECT OF THE
NEW REGULATIONS WITH RESPECT TO PAYMENTS MADE AFTER DECEMBER 31, 2000.
 
                              PLAN OF DISTRIBUTION
 
     We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
in the exchange offer may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the exchange notes or a combination of these methods of resale, at
market prices prevailing at the time of resale, at prices related to these
prevailing market prices or negotiated prices. These resales may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such exchange notes.
 
     Any broker-dealer that receives exchange notes for its own account under
the exchange offer in exchange for initial notes acquired by it as a result of
market making or other trading activities or participates in a distribution of
these exchange notes may be deemed to be an underwriter within the meaning of
the Securities Act and, therefore, must deliver a prospectus meeting the
requirements of the Securities Act for any resales, offers to resell or other
transfers of the exchange notes received by it in the exchange offer.
Accordingly, each such broker-dealer must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of these exchange notes. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchanges notes received in exchange for initial notes where
these initial notes were acquired through market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
completion of the exchange offer, we will promptly send additional copies of
this prospectus and any amendment or supplement to this prospectus to any
broker-dealer that requests these documents in the letter of transmittal.
 
     We have agreed to pay all expenses incident to the exchange offer,
including the expenses of one counsel for the holders of the initial notes,
other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the initial notes, including any broker-dealers,
against specified liabilities, including liabilities under the Securities Act.
 
                                 LEGAL MATTERS
 
     Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, will pass
upon certain legal matters, including some tax matters, on our behalf, regarding
exchange notes.
 
                                    EXPERTS
 
     The combined balance sheets of Triarc Consumer Products Group, LLC and
related companies and the consolidated balance sheets of Triarc Beverage
Holdings Corp. as of December 28, 1997 and January 3, 1999, and the related
statements of operations, stockholders' equity, and cash flows for the three
fiscal years ended January 3, 1999, included in this prospectus have been
audited by Deloitte &
 
                                      136
 

<PAGE>

<PAGE>
Touche LLP, independent auditors, as stated in their reports appearing on page
F-2 and F-53 of this prospectus, and are included in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
 
     The combined statements of certain revenues and operating expenses of the
Snapple Beverage Business of The Quaker Oats Company for the year ended
December 31, 1996 and the four month and twenty-two day period ended May 22,
1997 included in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     We have filed a registration statement on Form S-4 with the Securities and
Exchange Commission covering the exchange notes, and this prospectus is part of
our registration statement. For further information on us and the exchange
notes, you should refer to our registration statement and its exhibits. This
prospectus summarizes material provisions of contracts and other documents that
we refer you to. Because the prospectus may not contain all the information that
you may find important, you should review the full text of these documents. We
have included copies of these documents as exhibits to our registration
statement.
 
     When the exchange offer is completed, we will be subject to the information
requirements of the Securities Exchange Act and will be required to file reports
and other information with the Securities and Exchange Commission. You can
insect and copy at prescribed rates the reports and other information that we
file with the Securities and Exchange Commission at the public reference
facilities maintained by the Securities and Exchange Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and also at the
regional offices of the Securities and Exchange Commission located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and the Citicorp Center at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may
obtain information on the operation of the public reference facilities by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities
and Exchange Commission also maintains an Internet web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information. You can also obtain copies of these materials from us upon
request.
 
     In addition, the indenture requires that, whether or not we are subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act, we will provide the trustee and registered noteholders, and will, if
permitted, file with the Securities and Exchange Commission (1) all quarterly
and annual financial information that would be required to be contained in a
filing with the Securities and Exchange Commission on Forms 10-Q and 10-K if we
were required to file these forms, including a 'Management's Discussion and
Analysis of Financial Condition and Results of Operations' and, with respect to
the annual information only, a report thereon by our certified independent
accountants, and (2) all reports that would be required to be filed with the
Securities and Exchange Commission on Form 8-K if we were required to file these
reports. In addition, for so long as any of the initial notes or the exchange
notes remain outstanding and constitute 'restricted securities' under Rule 144,
we have agreed to make available to any prospective purchaser of these notes or
beneficial owner of these notes in connection with any sale of these notes the
information required by Rule 144 under the Securities Act. Any requests should
be directed to Triarc Parent at 280 Park Avenue, New York, New York 10017,
Attention: Investor Relations; Telephone: (212) 451-3000. This information can
also be obtained from Triarc Parent's website at http://www.triarc.com.
 
                                      137


<PAGE>

<PAGE>
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
  Independent Auditors' Report.............................................................................    F-2
  Combined Balance Sheets as of December 28, 1997 and January 3, 1999......................................    F-3
  Combined Statements of Operations for the year ended December 31, 1996 and the fiscal years ended
     December 28, 1997 and January 3, 1999.................................................................    F-4
  Combined Statements of Stockholders' Equity for the year ended December 31, 1996 and the fiscal years
     ended December 28, 1997 and January 3, 1999...........................................................    F-5
  Combined Statements of Cash Flows for the year ended December 31, 1996 and the fiscal years ended
     December 28, 1997 and January 3, 1999.................................................................    F-6
  Notes to Combined Financial Statements...................................................................    F-8
 
SNAPPLE BEVERAGE BUSINESS OF THE QUAKER OATS COMPANY
  Report of Independent Public Accountants.................................................................   F-45
  Combined Statements of Certain Revenues and Operating Expenses for the twelve months ended December 31,
     1996 and the four months and twenty-two days ended May 22, 1997.......................................   F-46
  Notes to the Combined Statements of Certain Revenues and Operating Expenses..............................   F-47
 
TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
  Independent Auditors' Report.............................................................................   F-53
  Consolidated Balance Sheets as of December 28, 1997 and January 3, 1999..................................   F-54
  Consolidated Statements of Operations for the year ended December 31, 1996
     and the fiscal years ended December 28, 1997 and January 3, 1999......................................   F-55
  Consolidated Statements of Stockholder's Equity (Deficit) for the year ended December 31, 1996 and the
     fiscal years ended December 28, 1997 and January 3, 1999..............................................   F-56
  Consolidated Statements of Cash Flows for the year ended December 31, 1996
     and the fiscal years ended December 28, 1997 and January 3, 1999......................................   F-57
  Notes to Consolidated Financial Statements...............................................................   F-59
</TABLE>
 
                                      F-1
 

<PAGE>

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Stockholders of
Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
RC/Arby's Corporation
Cable Car Beverage Corporation
New York, New York
 
     We have audited the accompanying combined balance sheets of Triarc Consumer
Products Group, LLC and related companies as of January 3, 1999 and December 28,
1997, and the related combined statements of operations, stockholders' equity
and cash flows for each of the three fiscal years in the period ended January 3,
1999. The combined financial statements include the accounts of Triarc Consumer
Products Group, LLC and three related companies, Triarc Beverage Holdings Corp.,
RC/Arby's Corporation, and Cable Car Beverage Corporation and their respective
subsidiaries. These companies are under common ownership and common management.
These combined financial statements are the responsibility of the Companies'
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 audits 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 financial statements present fairly, in all material
respects, the combined financial position of Triarc Consumer Products Group, LLC
and related companies as of January 3, 1999 and December 28, 1997, and the
combined results of their operations and their combined cash flows for each of
the three fiscal years in the period ended January 3, 1999 in conformity with
generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
New York, New York
March 26, 1999
(April 23, 1999 as to Note 23)
 
                                      F-2


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
                            COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 28,     JANUARY 3,
                                                                                           1997            1999
                                                                                       ------------    ------------
<S>                                                                                    <C>             <C>
                                       ASSETS
Current assets:
     Cash (including cash equivalents of $26,974 and $66,422).......................    $   34,242      $   72,792
     Receivables (Note 4)...........................................................        76,177          66,690
     Inventories (Note 4)...........................................................        57,394          46,761
     Deferred income tax benefit (Note 8)...........................................        47,992          18,934
     Note receivable from Triarc Companies, Inc. (Note 17)..........................         2,000         --
     Prepaid expenses and other current assets......................................         6,398           7,258
                                                                                       ------------    ------------
          Total current assets......................................................       224,203         212,435
Investments in affiliates (Note 5)..................................................        25,476         --
Properties (Note 4).................................................................        27,912          25,320
Unamortized costs in excess of net assets of acquired companies (Note 4)............       278,986         268,215
Trademarks (Note 4).................................................................       269,201         261,906
Deferred costs and other assets (Note 4)............................................        28,183          23,094
                                                                                       ------------    ------------
                                                                                        $  853,961      $  790,970
                                                                                       ------------    ------------
                                                                                       ------------    ------------
 
                       LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Current portion of long-term debt (Notes 6, 7 and 20)..........................    $   13,798      $    9,678
     Notes payable to affiliates (Note 17)..........................................         1,200         --
     Accounts payable...............................................................        45,126          36,993
     Accrued expenses (Note 4)......................................................       110,836          81,448
     Due to affiliates (Note 17)....................................................        22,710          29,082
                                                                                       ------------    ------------
          Total current liabilities.................................................       193,670         157,201
Long-term debt (Notes 6, 7 and 20)..................................................       564,114         560,977
Deferred income taxes (Note 8)......................................................        27,764           9,173
Deferred income and other liabilities...............................................        31,669          20,753
Redeemable preferred stock (Note 9).................................................        79,604          87,587
Commitments and contingencies (Notes 3, 8, 16 and 18)
Stockholders' equity (deficit) (Notes 10 and 20):
     Common stock...................................................................           852             852
     Additional paid-in capital.....................................................       137,207         112,077
     Accumulated deficit............................................................      (180,719)       (157,392)
     Accumulated other comprehensive deficit........................................          (200)           (258)
                                                                                       ------------    ------------
          Total stockholders' deficit...............................................       (42,860)        (44,721)
                                                                                       ------------    ------------
                                                                                        $  853,961      $  790,970
                                                                                       ------------    ------------
                                                                                       ------------    ------------
</TABLE>
 
            See accompanying notes to combined financial statements.
 
                                      F-3
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
                       COMBINED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                          ------------------------------------------
                                                                          DECEMBER 31,    DECEMBER 28,    JANUARY 3,
                                                                              1996            1997           1999
                                                                          ------------    ------------    ----------
<S>                                                                       <C>             <C>             <C>
Revenues:
     Net sales.........................................................     $540,106        $629,621       $ 735,436
     Royalties, franchise fees and other revenues......................       57,329          66,531          79,600
                                                                          ------------    ------------    ----------
                                                                             597,435         696,152         815,036
                                                                          ------------    ------------    ----------
Costs and expenses:
     Cost of sales, excluding depreciation and amortization............      314,641         332,217         390,883
     Advertising, selling and distribution (Note 1)....................      135,806         184,722         197,065
     General and administrative........................................       75,759          81,219          89,088
     Depreciation and amortization, excluding amortization of deferred
       financing costs.................................................       29,964          25,244          32,808
     Acquisition related (Note 11).....................................       --              33,815          --
     Facilities relocation and corporate restructuring (Note 12).......        7,800           7,063          --
     Reduction in carrying value of long-lived assets to be disposed
       (Note 3)........................................................       58,900          --              --
                                                                          ------------    ------------    ----------
                                                                             622,870         664,280         709,844
                                                                          ------------    ------------    ----------
          Operating profit (loss)......................................      (25,435)         31,872         105,192
Interest expense.......................................................      (50,031)        (58,019)        (60,235)
Gain (loss) on sale of businesses, net (Note 13).......................       --              (3,513)          5,016
Other income, net......................................................          470           5,532           5,298
                                                                          ------------    ------------    ----------
          Income (loss) before income taxes and extraordinary
            charges....................................................      (74,996)        (24,128)         55,271
(Provision for) benefit from income taxes (Note 8).....................       23,628           5,142         (25,284)
                                                                          ------------    ------------    ----------
          Income (loss) before extraordinary charges...................      (51,368)        (18,986)         29,987
Extraordinary charges (Note 14)........................................       --              (2,954)         --
                                                                          ------------    ------------    ----------
          Net income (loss)............................................     $(51,368)       $(21,940)      $  29,987
                                                                          ------------    ------------    ----------
                                                                          ------------    ------------    ----------
</TABLE>
 
            See accompanying notes to combined financial statements.
 
                                      F-4


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
                  COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
                        (IN THOUSANDS EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                      CUMULATIVE OTHER
                                                                                 COMPREHENSIVE INCOME (LOSS)
                                                                                 ---------------------------
                                  COMMON STOCK                                     UNREALIZED
                               ------------------    ADDITIONAL                  GAIN (LOSS) ON    CURRENCY
                                NUMBER       PAR      PAID-IN      ACCUMULATED     SHORT-TERM     TRANSLATION
                               OF SHARES    VALUE     CAPITAL        DEFICIT      INVESTMENTS     ADJUSTMENT    TOTAL
                               ---------    -----    ----------    -----------   --------------   ----------   --------
<S>                            <C>          <C>      <C>           <C>           <C>              <C>          <C>
Balance at December 31,
  1995........................    2,000     $  2      $ 70,299      $(107,411)       $--            $--        $(37,110)
Net loss and comprehensive
  loss........................    --         --         --            (51,368)       --              --         (51,368)
Capital contribution to Mistic
  Brands, Inc. through
  forgiveness of a liability
  (Note 17)...................    --         --          1,500         --            --              --           1,500
                               ---------    -----    ----------    -----------        -----          -----     --------
Balance at December 31,
  1996........................    2,000        2        71,799       (158,779)       --              --         (86,978)
Comprehensive loss:
    Net loss..................    --         --         --            (21,940)       --              --         (21,940)
    Unrealized gain on
      short-term investment...    --         --         --             --                42          --              42
    Net change in currency
      translation
      adjustment..............    --         --         --             --            --               (242)        (242)
                                                                                                               --------
    Comprehensive loss........    --         --         --             --            --              --         (22,140)
                                                                                                               --------
Capital contribution to Mistic
  Brands, Inc. through
  forgiveness of a liability
  (Note 17)...................    --         --            625         --            --              --             625
Issuance of 1,000 shares of
  Triarc Beverage Holdings
  Corp. common stock (Note
  10).........................    1,000        1        --             --            --              --               1
Contribution of 873 shares of
  the Mistic Brands, Inc.
  common stock to Triarc
  Beverage Holdings Corp.
  (Note 10)...................   (1,000)      (1)       --             --            --              --              (1)
Triarc Beverage Holdings Corp.
  common stock. split (Note
  10).........................  849,000      849          (849)        --            --              --           --
Capital contribution to
  RC/Arby's Corporation
  consisting of cash of $6,211
  and forgiveness of a note
  payable to Triarc Companies,
  Inc. (Note 17)..............    --         --         29,390         --            --              --          29,390
Issuance of 1,000 shares of
  Cable Car Beverage
  Corporation common stock and
  pushdown of Triarc
  Companies, Inc.'s
  acquisition basis in Cable
  Car Beverage Corporation
  (Notes 3 and 10)............    1,000        1        40,846         --            --              --          40,847
Dividend requirement on
  redeemable preferred stock
  (Note 9)....................    --         --         (4,604)        --            --              --          (4,604)
                               ---------    -----    ----------    -----------        -----          -----     --------
Balance at December 28,
  1997........................  852,000      852       137,207       (180,719)           42           (242)     (42,860)
Comprehensive income:
    Net income................    --         --         --             29,987        --              --          29,987
    Reclassification
      adjustment for prior
      year appreciation on
      short-term investment
      sold during the year....    --         --         --             --               (42)         --             (42)
    Net change in currency
      translation
      adjustment..............    --         --         --             --            --                (16)         (16)
                                                                                                               --------
    Comprehensive income......    --         --         --             --            --              --          29,929
                                                                                                               --------
Adjustment to pushdown of
  Triarc Companies, Inc.'s
  acquisition basis in Cable
  Car Beverage Corporation
  (Note 3)....................    --         --           (251)        --            --              --            (251)
Cash dividends................    --         --        (19,523)        (4,033)       --              --         (23,556)
Dividend requirement on
  redeemable preferred stock
  (Note 9)....................    --         --         (7,983)        --            --              --          (7,983)
Reclassification of additional
  paid-in capital deficit of
  Triarc Beverage Holdings
  Corp. to accumulated deficit
  (Note 10)...................    --         --          2,627         (2,627)       --              --           --
                               ---------    -----    ----------    -----------        -----          -----     --------
Balance at January 3, 1999....  852,000     $852      $112,077      $(157,392)       $--            $ (258)    $(44,721)
                               ---------    -----    ----------    -----------        -----          -----     --------
                               ---------    -----    ----------    -----------        -----          -----     --------
</TABLE>
 
            See accompanying notes to combined financial statements.
 
                                      F-5
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
                       COMBINED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                      YEAR ENDED
                                                                                      ------------------------------------------
                                                                                      DECEMBER 31,   DECEMBER 28,    JANUARY 3,
                                                                                          1996           1997           1999
                                                                                      ------------   ------------   ------------
<S>                                                                                   <C>            <C>            <C>
Cash flows from operating activities:
     Net income (loss)................................................................   $(51,368)    $  (21,940)     $ 29,987
     Adjustments to reconcile net income (loss) to net cash provided by operating
      activities:
          Amortization of costs in excess of net assets of acquired companies,
            trademarks and certain other items........................................     15,388         18,879        23,151
          Depreciation and amortization of properties.................................     14,576          6,365         9,657
          Amortization of deferred financing costs....................................      3,322          3,716         4,075
          Write-off of unamortized deferred financing costs...........................     --              4,839        --
          Reduction in carrying value of long-lived assets............................     58,900        --             --
          Provision for (benefit from) deferred income taxes..........................    (24,988)       (10,644)       10,467
          Provision for doubtful accounts.............................................      3,450          3,794         2,387
          (Gain) loss on sale of businesses, net......................................     --              3,513        (5,016)
          Net provision (payments) for acquisition related costs......................     --             22,483        (6,025)
          Net provision (payments) for facilities relocation and corporate
            restructuring.............................................................      6,275            937        (1,914)
          Other, net..................................................................        398           (809)        1,846
     Changes in operating assets and liabilities:
          Decrease (increase) in receivables..........................................     (9,263)         8,289         6,994
          Decrease (increase) in inventories..........................................     (2,823)         1,150        10,607
          Decrease (increase) in prepaid expenses and other current assets............       (818)         4,664        (1,044)
          Decrease in accounts payable and accrued expenses...........................     (3,928)       (17,605)      (29,658)
          Increase in due to affiliates...............................................      2,204         12,519         3,547
                                                                                      ------------   ------------   ------------
               Net cash provided by operating activities..............................     11,325         40,150        59,061
                                                                                      ------------   ------------   ------------
Cash flows from investing activities:
     Proceeds from sale of investment in Select Beverages, Inc........................     --            --             28,342
     Proceeds from sales of properties and business...................................      1,413          3,529         1,538
     Capital expenditures.............................................................    (17,113)        (4,204)      (11,107)
     Acquisition of Snapple Beverage Corp.............................................     --           (311,915)       --
     Other business acquisitions, net of cash acquired of $2,409 in 1997..............     (1,972)         2,409        (3,000)
     Other............................................................................       (356)          (158)           41
                                                                                      ------------   ------------   ------------
               Net cash provided by (used in) investing activities....................    (18,028)      (310,339)       15,814
                                                                                      ------------   ------------   ------------
Cash flows from financing activities:
     Dividends........................................................................     --            --            (23,556)
     Repayments of long-term debt.....................................................    (11,453)       (79,901)      (14,158)
     Proceeds from long-term debt.....................................................     12,476        303,400        --
     Net borrowings from affiliates and, in 1998, increase in due to affiliates.......      3,690          3,535         1,389
     Proceeds from issuance of common stock...........................................     --                  1        --
     Proceeds from issuance of redeemable preferred stock.............................     --             75,000        --
     Capital contributions............................................................     --              6,211        --
     Deferred financing costs.........................................................       (325)       (11,385)       --
                                                                                      ------------   ------------   ------------
               Net cash provided by (used in) financing activities....................      4,388        296,861       (36,325)
                                                                                      ------------   ------------   ------------
Net increase (decrease) in cash and cash equivalents..................................     (2,315)        26,672        38,550
Cash and cash equivalents at beginning of year........................................      9,885          7,570        34,242
                                                                                      ------------   ------------   ------------
Cash and cash equivalents at end of year..............................................   $  7,570     $   34,242      $ 72,792
                                                                                      ------------   ------------   ------------
                                                                                      ------------   ------------   ------------
Supplemental disclosures of cash flow information:
     Cash paid during the year for:
          Interest....................................................................   $ 43,649     $   55,047      $ 52,437
                                                                                      ------------   ------------   ------------
                                                                                      ------------   ------------   ------------
          Income taxes, net of refunds................................................   $ --         $    3,450      $  4,205
                                                                                      ------------   ------------   ------------
                                                                                      ------------   ------------   ------------
</TABLE>
 
                                      F-6
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
                COMBINED STATEMENTS OF CASH FLOWS -- (CONTINUED)
 
     Due to their non-cash nature, the following transactions are not reflected
in the respective combined statements of cash flows (expressed in whole
dollars):
 
          On November 25, 1997 Triarc Companies, Inc. ('Triarc Parent'),
     indirect parent of the Company (see Note 1 for definition), acquired (the
     'Stewart's Acquisition') Cable Car Beverage Corporation ('Cable Car') for
     1,566,858 shares of Triarc Parent common stock exchanged for all of the
     Cable Car outstanding stock and 154,931 stock options of Triarc Parent
     exchanged for all of the outstanding stock options of Cable Car. The
     Stewart's Acquisition was accounted for by Triarc Parent in accordance with
     the purchase method of accounting. Triarc Parent's basis in Cable Car was
     'pushed down' to Cable Car and the excess of the purchase price over the
     net assets acquired was allocated to the Cable Car assets and liabilities
     as of November 25, 1997. See Note 3 to the combined financial statements
     for further discussion of this transaction.
 
          In May 1997 two subsidiaries of the Company issued common shares
     representing approximately 49% of each of their common stock after such
     issuances to Triarc Parent in consideration for, in addition to cash of
     $6,211,000, forgiveness of the then outstanding principal and accrued
     interest aggregating $25,788,000 under a note payable by the Company to
     Triarc Parent. See Note 17 to the combined financial statements for a
     further discussion of this transaction.
 
          During 1996 and 1997 Triarc Parent made capital contributions to the
     Company through the assumption or forgiveness of liabilities of Mistic
     Brands, Inc. of $1,500,000 and $625,000, respectively. See Note 17 to the
     combined financial statements for further discussion of these transactions.
 
          During 1997 and 1998 the Company recorded cumulative dividends not
     declared or paid on its redeemable preferred stock of $4,604,000 and
     $7,983,000, respectively, as increases in 'Redeemable preferred stock' with
     offsetting charges to 'Additional paid-in-capital' since payment of the
     dividends is not solely in the control of the Company.
 
            See accompanying notes to combined financial statements.
 
                                      F-7


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                JANUARY 3, 1999
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION AND PRINCIPLES OF COMBINATION
 
     Triarc Consumer Products Group, LLC ('TCPG'), a wholly-owned subsidiary of
Triarc Companies, Inc. ('Triarc Parent'), was formed on January 15, 1999 and,
effective February 25, 1999, acquired all of the stock previously owned directly
or indirectly by Triarc Parent of RC/Arby's Corporation ('RC/Arby's'), Triarc
Beverage Holdings Corp. ('Triarc Beverage Holdings' -- commenced operations on
May 22, 1997 with the concurrent acquisition by Triarc Beverage Holdings of
Snapple Beverage Corp. ('Snapple') and the contribution to Triarc Beverage
Holdings by Triarc Parent of Mistic Brands, Inc. ('Mistic' -- acquired by Triarc
Parent on August 9, 1995) and Cable Car Beverage Corporation ('Cable
Car' -- acquired by Triarc Parent on November 25, 1997)). RC/Arby's principal
direct wholly-owned subsidiaries are Royal Crown Company, Inc. ('Royal Crown')
and Arby's, Inc. ('Arby's'). Additionally, RC/Arby's had three subsidiaries
which, prior to the May 1997 sale of all company-owned restaurants, owned and/or
operated Arby's restaurants, consisting of Arby's Restaurant Development
Corporation, Arby's Restaurant Holding Company ('ARHC') and Arby's Restaurant
Operations Company ('AROC'). See Note 3 for a discussion of the 1997
acquisitions and disposition referred to above.
 
     The accompanying combined financial statements combine the consolidated
financial position, results of operations and cash flows of each of RC/Arby's,
Triarc Beverage Holdings and Cable Car. The results of Snapple and Cable Car are
reflected in the accompanying combined financial statements from the respective
acquisition dates noted above. The consolidated financial position, results of
operations and cash flows of each of RC/Arby's, Triarc Beverage Holdings and
Cable Car and their subsidiaries have been combined from such acquisition dates
since such entities were under the common control of Triarc Parent during such
periods and, accordingly, are presented on an 'as if pooling' basis. The entity
representative of the combination of (i) RC/Arby's, Triarc Beverage Holdings and
Cable Car and (ii) Mistic from August 9, 1995 to May 22, 1997, or any one or
more of such entities or their subsidiaries, is referred to herein as the
'Company'.
 
     All significant intercompany balances and transactions have been eliminated
in combination.
 
CHANGE IN FISCAL YEAR
 
     Effective January 1, 1997 the Company changed its fiscal year from a
calendar year to a year consisting of 52 or 53 weeks ending on the Sunday
closest to December 31. In accordance therewith, the Company's 1997 fiscal year
commenced January 1, 1997 and ended on December 28, 1997 and its 1998 fiscal
year commenced December 29, 1997 and ended on January 3, 1999. Such periods are
referred to herein as (i) 'the year ended December 28, 1997' or '1997' and (ii)
'the year ended January 3, 1999' or '1998', respectively. December 28, 1997 and
January 3, 1999 are referred to herein as 'Year-End 1997' and 'Year-End 1998',
respectively.
 
CASH EQUIVALENTS
 
     All highly liquid investments with a maturity of three months or less when
acquired are considered cash equivalents. The Company typically invests its
excess cash in commercial paper of high credit-quality entities and repurchase
agreements with high credit-quality financial institutions. Securities pledged
as collateral for repurchase agreements are segregated and held by the financial
institution until the 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.
 
INVENTORIES
 
     The Company's inventories are stated at the lower of cost (determined on
the first-in, first-out basis) or market.
 
                                      F-8
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
INVESTMENTS IN AFFILIATES
 
     The Company's investments in affiliates in which it has significant
influence over the investee ('Equity Investments') are accounted for in
accordance with the equity method of accounting under which the combined results
include the Company's share of income or loss of such investees. The excess, if
any, of the carrying value of the Company's Equity Investments over the
underlying equity in net assets of each investee is being amortized to 'Other
income, net' on a straight-line basis over 35 years. The Company's investments
in which it does not have significant influence over the investee are accounted
for at cost.
 
PROPERTIES AND DEPRECIATION AND AMORTIZATION
 
     Properties are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization of properties is computed
principally on the straight-line basis using the estimated useful lives of the
related major classes of properties: 3 to 15 years for machinery and equipment
and 15 to 40 years for buildings. Leased assets capitalized and leasehold
improvements are amortized over the shorter of their estimated useful lives or
the terms of the respective leases.
 
AMORTIZATION OF INTANGIBLES
 
     Costs in excess of net assets of acquired companies ('Goodwill') are being
amortized on the straight-line basis over 15 to 40 years. Trademarks are being
amortized on the straight-line basis over 15 to 35 years. Deferred financing
costs are being amortized as interest expense over the lives of the respective
debt using the interest rate method.
 
IMPAIRMENTS
 
Intangible Assets
 
     The amount of impairment, if any, in unamortized Goodwill is measured based
on projected future operating performance. To the extent future operating
performance of those companies to which the Goodwill relates through the period
such Goodwill is being amortized are sufficient to absorb the related
amortization, the Company has deemed there to be no impairment of Goodwill.
 
Long-Lived Assets
 
     The Company reviews its long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If such review
indicates an asset may not be recoverable, an impairment loss is recognized for
the excess of the carrying value over the fair value of an asset to be held and
used or over the net realizable value of an asset to be disposed.
 
DERIVATIVE FINANCIAL INSTRUMENTS
 
     The Company enters into interest rate cap agreements in order to protect
against significant interest rate increases on certain of its floating-rate
debt. The costs of such agreements are amortized over the lives of the
respective agreements. The only cap agreement outstanding as of January 3, 1999
is approximately 3% higher than the interest rate on the related debt as of such
date.
 
     The Company had an interest rate swap agreement (see Note 6) entered into
in order to synthetically alter the interest rate of certain of the Company's
fixed-rate debt until the agreement's maturity in 1996. Losses or gains were
recognized as incurred or earned as a component of interest expense, effectively
correlated with the fair value of the underlying debt. In addition, a payment
received at the inception of the agreement, which was deemed to be a fee to
induce the Company to enter into the agreement, was amortized over the full life
of the agreement since the Company was not at risk for any gain or loss on such
payment.
 
                                      F-9
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
STOCK-BASED COMPENSATION
 
     The Company measures compensation costs for its employee stock-based
compensation under the intrinsic value method. Accordingly, compensation cost
for the Company's stock options is measured as the excess, if any, of the market
price of the Company's stock at the date of grant over the amount an employee
must pay to acquire the stock.
 
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 'Accumulated other
comprehensive deficit' in 'Stockholders' equity (deficit)'.
 
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 $37,882,000, $40,730,000 and $48,389,000 for 1996, 1997 and
1998, respectively. In addition the Company supports its beverage bottlers and
distributors with promotional allowances, a portion of which is utilized for
indirect advertising by such bottlers and distributors. Promotional allowances
amounted to $74,597,000, $106,687,000 and $100,861,000 for 1996, 1997 and 1998,
respectively.
 
INCOME TAXES
 
     The Company is included in the consolidated Federal income tax return of
Triarc Parent. Pursuant to tax-sharing agreements with Triarc Parent, the
Company provides for Federal incomes taxes on the same basis as if it filed a
separate consolidated return. Deferred income taxes are provided to recognize
the tax effect of temporary differences between the bases of assets and
liabilities for tax and financial statement purposes.
 
REVENUE RECOGNITION
 
     The Company records sales principally when inventory is shipped or
delivered. Franchise fees are recognized as income when a franchised restaurant
is opened. Franchise fees for multiple area development agreements represent the
aggregate of the franchise fees for the number of restaurants in the area
development and are recognized as income when each restaurant is opened in the
same manner as franchise fees for individual restaurants. Royalties are based on
a percentage of restaurant sales of the franchised outlet and are accrued as
earned.
 
(2) SIGNIFICANT RISKS AND UNCERTAINTIES
 
NATURE OF OPERATIONS
 
     The Company is a holding company which is engaged in three lines of
business: premium beverages, soft drink concentrates and restaurants. The
premium beverage segment represents approximately 75% of the Company's combined
revenues for the year ended January 3, 1999, the soft drink concentrate segment
represents approximately 15% of such revenues, and the restaurant segment
represents approximately 10% of such revenues.
 
     The premium beverage segment markets and distributes, principally to
distributors and, to a lesser extent, directly to retailers, premium beverages
and/or ready-to-drink iced teas under the principal brand names Snapple'r',
Whipper Snapple'r', Snapple Farms'r', Mistic'r', Mistic Rain Forest Nectars'r',
Mistic Fruit Blast'TM' and Stewart's'r'. The soft drink concentrate segment
produces and sells, to bottlers, a broad selection of concentrates and, to a
much lesser extent in 1996 and 1997 (none in 1998),
 
                                      F-10
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
carbonated beverages to distributors. These products are sold principally under
the brand names RC Cola'r', Diet RC Cola'r', Cherry RC Cola'r', Diet Rite
Cola'r', Diet Rite'r' flavors, Nehi'r', Upper 10'r' and Kick'r'. The restaurant
segment franchises Arby's quick service restaurants representing the largest
franchise restaurant system specializing in slow-roasted roast beef sandwiches.
Prior to the May 1997 sale of all company-owned restaurants, the Company also
operated Arby's restaurants (see Note 3). The Company operates its businesses
principally throughout the United States.
 
USE OF ESTIMATES
 
     The preparation of combined 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 combined
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
CERTAIN RISK CONCENTRATIONS
 
     The Company believes that its vulnerability to risk concentrations related
to significant customers and vendors, products sold and sources of raw materials
is somewhat mitigated due to the diversification of its businesses. Although
premium beverages accounted for 75% of combined revenues in 1998, the Company
believes that the risks from concentrations within the premium beverage segment
are mitigated for several reasons. No customer of the premium beverage segment
accounted for more than 3% of combined revenues in 1998. While the premium
beverage segment has chosen to purchase certain raw materials (such as
aspartame) on an exclusive basis from single suppliers, the Company believes
that, if necessary, adequate raw materials can be obtained from alternate
sources. The beverage segments' product offerings are varied, including fruit
flavored beverages, iced teas, lemonades, carbonated sodas, 100% fruit juices,
nectars and flavored seltzers. Risk of geographical concentration for all of the
Company's businesses is also minimized since each of such businesses generally
operates throughout the United States with minimal foreign exposure.
 
(3) BUSINESS ACQUISITIONS AND DISPOSITIONS
 
1997 TRANSACTIONS
 
Acquisition of Snapple
 
     On May 22, 1997 Triarc Beverage Holdings acquired (the 'Snapple
Acquisition') Snapple, a marketer and distributor of premium beverages, from The
Quaker Oats Company ('Quaker') for $311,915,000 consisting of cash of
$300,126,000 (including $126,000 of post-closing adjustments), $9,260,000 of
fees and expenses and $2,529,000 of deferred purchase price. The purchase price
for the Snapple Acquisition was funded from (i) $250,000,000 of borrowings by
Snapple on May 22, 1997 under a $380,000,000 credit agreement, as amended (the
'Existing Beverage Credit Agreement' -- see Note 6), entered into by Snapple,
Mistic, Triarc Beverage Holdings and, as amended as of August 15, 1998, Cable
Car and (ii) $75,000,000 from the issuance of 75,000 shares of redeemable
preferred stock (see Note 9) of Triarc Beverage Holdings to Triarc Parent.
 
     The Snapple Acquisition was accounted for in accordance with the purchase
method of accounting. The allocation of the purchase price of Snapple to the
assets acquired and liabilities assumed, along with allocations related to the
other 1997 acquisitions, is presented below under 'Purchase Price Allocations of
Acquisitions'.
 
     The results of operations of Snapple have been included in the accompanying
combined statements of operations from the May 22, 1997 date of the Snapple
Acquisition. See below under 'Pro Forma Operating Data' for the unaudited
supplemental pro forma condensed combined summary operating data of the Company
(the 'Pro Forma Data') for the year ended December 28, 1997 giving effect to the
 
                                      F-11
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
Snapple Acquisition and related transactions, the Stewart's Acquisition (see
below), the RTM Sale (see below) and the C&C Sale (see below).
 
Stewart's Acquisition
 
     On November 25, 1997 Triarc Parent acquired (the 'Stewart's Acquisition')
Cable Car, a marketer and distributor of premium beverages in the United States
and Canada, primarily under the Stewart's'r' brand, for an aggregate purchase
price of $40,596,000, as adjusted in 1998. Such purchase price consisted of (i)
1,566,858 shares of Triarc Parent common stock with a value of $37,409,000 as of
November 25, 1997 issued in exchange for all of the outstanding stock of Cable
Car, (ii) options to acquire Triarc Parent common stock, with a value of
$2,788,000 as of November 25, 1997 issued in exchange for all of the outstanding
stock options of Cable Car and (iii) $399,000 (originally estimated at $650,000)
of related expenses.
 
     The Stewart's Acquisition was accounted for in accordance with the purchase
method of accounting. The allocation of the purchase price of Cable Car to the
assets acquired and liabilities assumed, along with allocations related to the
other 1997 acquisitions, is presented below under 'Purchase Price Allocations of
Acquisitions'. See below under 'Pro Forma Operating Data' for the Pro Forma Data
giving effect to, among other things, the Stewart's Acquisition.
 
Sale of Restaurants
 
     On May 5, 1997 certain affiliates 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 notes (the 'Mortgage Notes') and equipment
notes (the 'Equipment Notes') payable to FFCA Mortgage Corporation and
$14,955,000 in capitalized lease obligations. Effective May 5, 1997 RTM operates
the 355 restaurants as a franchisee and pays royalties to the Company at a rate
of 4% of those restaurants' net sales. In 1997 the Company recorded a $4,089,000
loss on the sale included in 'Gain (loss) on sale of businesses, net' (see Note
13) which (i) includes a $1,457,000 provision for the fair value of the
Company's effective guarantee of future lease commitments and then effective
guarantee of debt repayments assumed by RTM (see below) and (ii) is exclusive of
an extraordinary charge in connection with the early extinguishment of the
Mortgage Notes and the Equipment Notes (see Note 14). The results of operations
of the sold restaurants have been included in the accompanying combined
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 Arby's
restaurants. See below under 'Pro Forma Operating Data' for the Pro Forma Data
giving effect to, among other things, the RTM Sale.
 
     Obligations under (i) approximately $117,000,000 of operating and
capitalized lease payments (approximately $98,000,000 as of January 3, 1999
assuming RTM has made all scheduled payments to date under such lease
obligations) (see Note 16) and (ii) an aggregate $54,682,000 of Mortgage Notes
and Equipment Notes which were assumed by RTM in connection with the RTM Sale
(approximately $51,000,000 outstanding as of January 3, 1999 assuming RTM has
made all scheduled repayments through such date), have been guaranteed by the
Company and Triarc Parent, respectively.
 
     In 1996 the Company recorded a $58,900,000 charge reported as 'Reduction in
carrying value of long-lived assets to be disposed' to (i) reduce the carrying
value of the long-lived assets to be sold by $46,000,000 to estimated fair value
consisting of adjustments to 'Properties' of $36,343,000, 'Unamortized costs in
excess of net assets of acquired companies' of $5,214,000 and 'Deferred costs
and other assets' of $4,443,000 and (ii) provide for associated net liabilities
of $12,900,000, principally reflecting the present value of certain equipment
operating lease obligations which would not be assumed by the purchaser and
estimated closing costs. The estimated fair value was determined based on the
terms of the February 1997 agreement for the RTM Sale including the then
anticipated sales
 
                                      F-12
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
price. During 1996 and 1997 the operations of the restaurants to be disposed had
net sales of $228,031,000 and $74,195,000, respectively, and a pretax income
(loss) of $(2,602,000) and $848,000, respectively. Such loss during 1996 and
income during 1997 reflected $9,913,000 and $3,319,000, respectively, of
allocated general and administrative expenses and $8,421,000 and $2,756,000,
respectively, of interest expense related to the Mortgage Notes and Equipment
Notes and capitalized lease obligations directly related to the operations of
the restaurants sold to RTM.
 
C&C Sale
 
     On July 18, 1997 Royal Crown completed the sale (the 'C&C Sale' and,
collectively with the Snapple Acquisition, the Stewart's Acquisition and the RTM
Sale, the '1997 Significant Transactions') of its rights to the C&C beverage
line of mixers, colas and flavors, including the C&C trademark and equipment
related to the operation of the C&C beverage line, to Kelco Sales & Marketing
Inc. ('Kelco') for $750,000 in cash and an $8,650,000 note (the 'Kelco Note')
with a discounted value of $6,003,000 consisting of $3,623,000 relating to the
C&C Sale and $2,380,000 relating to future revenues. The $2,380,000 of deferred
revenues consists of (i) $2,096,000 relating to minimum take-or-pay commitments
for sales of concentrate for C&C products to Kelco subsequent to July 18, 1997
and (ii) $284,000 relating to technical services to be performed for Kelco by
the Company subsequent to July 18, 1997, both under the contract with Kelco. The
excess of the proceeds of $4,373,000 over the carrying value of the C&C
trademark of $1,575,000 and the related equipment of $2,000 resulted in a pretax
gain of $2,796,000 which, commencing in the third quarter of 1997, is being
recognized pro rata between the gain on sale and the carrying value of the
assets sold based on the cash proceeds and collections under the Kelco Note
since realization of the Kelco Note was not at the date of sale, and is not yet,
fully assured. Accordingly, gains of $576,000 and $314,000 were recognized in
'Gain (loss) on sale of businesses, net' (see Note 13) in the accompanying
combined statements of operations for the years ended December 28, 1997 and
January 3, 1999, respectively. See below under 'Pro Forma Operating Data' for
the Pro Forma Data giving effect to, among other things, the C&C Sale.
 
PRO FORMA OPERATING DATA (UNAUDITED)
 
     As a result of the 1997 Significant Transactions, the results of operations
for the year ended January 3, 1999 are not comparable with such results for the
year ended December 28, 1997. Accordingly, the following Pro Forma Data of the
Company are set forth in order to present the 1997 results of operations on a
more consistent basis with 1998. The 1997 Pro Forma Data have been prepared by
adjusting the historical data as set forth in the accompanying 1997 combined
statement of operations to give effect to the 1997 Significant Transactions on a
combined basis, as if all of such transactions had been consummated on January
1, 1997. Such Pro Forma Data are presented for comparative purposes only and do
not purport to be indicative of the Company's actual results of operations had
such transactions actually been consummated on January 1, 1997 or of the
Company's future results of operations and are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                     AS
                                                                                  REPORTED    PRO FORMA
                                                                                  --------    ---------
 
<S>                                                                               <C>         <C>
Revenues.......................................................................   $696,152    $815,085
Operating profit...............................................................     31,872      35,117
Loss before extraordinary charges..............................................    (18,986)    (20,205)
</TABLE>
 
                                      F-13
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
1996 AND 1998 TRANSACTIONS
 
Acquisition of T.J. Cinnamons
 
     In August 1996 Arby's acquired (the '1996 T.J. Cinnamons Acquisition') from
Paramark Enterprises, Inc. ('Paramark', formerly known as T.J. Cinnamons, Inc.)
the trademarks, service marks, recipes and proprietary formulae of T.J.
Cinnamons, an operator and franchisor of retail bakeries specializing in gourmet
cinnamon rolls and related products for cash of $1,972,000, interest-bearing
notes payable of $1,750,000 paid through September 1998, non-interest bearing
obligations of $600,000 (discounted value of $546,000) paid through July 1998
resulting from non-compete agreements and stock sale restrictions and a
contingent payment dependent upon achieving certain specified sales targets over
a seven-year period. Further on August 27, 1998 the Company acquired (together
with the 1996 T.J. Cinnamons Acquisition, the 'T.J. Cinnamons Acquisition') from
Paramark all of Paramark's franchise agreements for T.J. Cinnamons full concept
bakeries and Paramark's wholesale distribution rights for T.J. Cinnamons
products, as well as settling remaining contingent payments for the 1996 T.J.
Cinnamons Acquisition. The aggregate consideration in 1998 of $3,910,000
consisted of cash of $3,000,000 and a $1,000,000 (discounted value of $910,000)
non-interest bearing obligation due in equal monthly installments through August
2000.
 
     The T.J. Cinnamons Acquisition was accounted for in accordance with the
purchase method of accounting. The allocation of the purchase price of the T.J.
Cinnamons Acquisition to the assets acquired and liabilities assumed is
presented below under 'Purchase Price Allocations of Acquisitions'.
 
PURCHASE PRICE ALLOCATIONS OF ACQUISITIONS
 
     The Snapple Acquisition, the Stewart's Acquisition and the T.J. Cinnamons
Acquisition discussed above, have been accounted for in accordance with the
purchase method of accounting. In accordance therewith, the following table sets
forth the allocation of the aggregate purchase prices and a reconciliation to
business acquisitions in the accompanying combined statements of cash flows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                            1996       1997       1998
                                                                           ------    --------    ------
 
<S>                                                                        <C>       <C>         <C>
Current assets..........................................................   $ --      $113,767    $ --
Properties..............................................................     --        21,613      --
Goodwill (amortized over 15 to 35 years)................................     --       102,271       160
Trademarks..............................................................    3,951     221,300     3,389
Other assets............................................................      317      27,697       110
Current liabilities.....................................................     (358)    (69,608)     --
Long-term debt assumed including current portion........................     --          (686)     --
Other liabilities.......................................................     (188)    (66,001)     --
                                                                           ------    --------    ------
                                                                            3,722     350,353     3,659
Less (plus):
     Long-term debt issued to sellers...................................    1,750       --          910
     Purchase price (adjustment in 1998) for Stewart's Acquisition paid
       by Triarc Parent through the issuance of its common stock and
       stock options and 'pushed down' to Cable Car.....................     --        40,847      (251)
                                                                           ------    --------    ------
                                                                           $1,972    $309,506    $3,000
                                                                           ------    --------    ------
                                                                           ------    --------    ------
</TABLE>
 
                                      F-14
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(4) BALANCE SHEET DETAIL
 
RECEIVABLES
 
     The following is a summary of the components of receivables (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
<S>                                                                                  <C>        <C>
Receivables:
     Trade........................................................................   $71,133    $63,283
     Affiliates...................................................................     4,327      --
     Other........................................................................    11,958      8,958
                                                                                     -------    -------
                                                                                      87,418     72,241
Less allowance for doubtful accounts..............................................    11,241      5,551
                                                                                     -------    -------
                                                                                     $76,177    $66,690
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     The following is an analysis of the allowance for doubtful accounts (in
thousands):
 
<TABLE>
<CAPTION>
                                                                           1996      1997        1998
                                                                          ------    -------     -------
<S>                                                                       <C>       <C>         <C>
Trade:
     Balance at beginning of year......................................   $1,696    $ 2,559     $ 7,971
     Provision for doubtful accounts...................................    1,450      6,048(a)    2,861
     Recoveries of accounts previously written off.....................      195        725          32
     Uncollectible accounts written off................................     (782)    (1,361)     (5,313)
                                                                          ------    -------     -------
     Balance at end of year............................................   $2,559    $ 7,971     $ 5,551
                                                                          ------    -------     -------
                                                                          ------    -------     -------
</TABLE>
 
------------
 
 (a) Includes $3,229,000 charged to 'Acquisition related' costs.
 
<TABLE>
<CAPTION>
                                                                                        1996      1997      1998
                                                                                       ------    ------    -------
<S>                                                                                    <C>       <C>       <C>
     Affiliates:
          Balance at beginning of year..............................................   $  551    $2,551    $ 3,270
          Provision for (reversal from) doubtful accounts (subsequent recoveries of
            accounts previously fully reserved) (Note 17)...........................    2,000       975       (474)
          Recoveries of accounts previously written off.............................     --        --          474
          Uncollectible accounts written off........................................     --        (256)    (3,270)
                                                                                       ------    ------    -------
          Balance at end of year....................................................   $2,551    $3,270    $ --
                                                                                       ------    ------    -------
                                                                                       ------    ------    -------
</TABLE>
 
     Substantially all receivables are pledged as collateral for certain debt
(Notes 6 and 20).
 
INVENTORIES
 
     The following is a summary of the components of inventories (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Raw materials.....................................................................   $19,835    $20,268
Work in process...................................................................       214         98
Finished goods....................................................................    37,345     26,395
                                                                                     -------    -------
                                                                                     $57,394    $46,761
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     Substantially all inventories are pledged as collateral for certain debt
(see Notes 6 and 20).
 
                                      F-15
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
PROPERTIES
 
     The following is a summary of the components of properties (in thousands):
 
<TABLE>
<CAPTION>
                                                                                 YEAR-END
                                                                           --------------------
                                                                            1997         1998
                                                                           -------      -------
 
<S>                                                                        <C>          <C>
Land....................................................................   $ 2,351      $ 1,911
Buildings and improvements..............................................     5,961        5,623
Leasehold improvements..................................................     5,349        6,628
Machinery and equipment.................................................    29,763       35,329
Leased assets capitalized...............................................       787          431
                                                                           -------      -------
                                                                            44,211       49,922
Less accumulated depreciation and amortization..........................    16,299       24,602
                                                                           -------      -------
                                                                           $27,912      $25,320
                                                                           -------      -------
                                                                           -------      -------
</TABLE>
 
     Substantially all properties are pledged as collateral for certain debt
(see Notes 6 and 20).
 
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):
 
<TABLE>
<CAPTION>
                                                                                YEAR-END
                                                                         ----------------------
                                                                           1997          1998
                                                                         --------      --------
 
<S>                                                                      <C>           <C>
Costs in excess of net assets of acquired companies...................   $355,321      $355,482
Less accumulated amortization.........................................     76,335        87,267
                                                                         --------      --------
                                                                         $278,986      $268,215
                                                                         --------      --------
                                                                         --------      --------
</TABLE>
 
TRADEMARKS
 
     The following is a summary of the components of trademarks (in thousands):
 
<TABLE>
<CAPTION>
                                                                                YEAR-END
                                                                         ----------------------
                                                                           1997          1998
                                                                         --------      --------
 
<S>                                                                      <C>           <C>
Trademarks............................................................   $282,701      $286,231
Less accumulated amortization.........................................     13,500        24,325
                                                                         --------      --------
                                                                         $269,201      $261,906
                                                                         --------      --------
                                                                         --------      --------
</TABLE>
 
DEFERRED COSTS AND OTHER ASSETS
 
     The following is a summary of the components of deferred costs and other
assets (in thousands):
 
<TABLE>
<CAPTION>
                                                                                 YEAR-END
                                                                           --------------------
                                                                            1997         1998
                                                                           -------      -------
<S>                                                                        <C>          <C>
Deferred financing costs................................................   $27,123      $26,948
Other...................................................................    12,229       11,354
                                                                           -------      -------
                                                                            39,352       38,302
Less accumulated amortization of deferred financing costs...............    11,169       15,208
                                                                           -------      -------
                                                                           $28,183      $23,094
                                                                           -------      -------
                                                                           -------      -------
</TABLE>
 
                                      F-16
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
ACCRUED EXPENSES
 
     The following is a summary of the components of accrued expenses (in
thousands):
 
<TABLE>
<CAPTION>
                                                                           YEAR-END
                                                                     ---------------------
                                                                       1997         1998
                                                                     --------      -------
<S>                                                                  <C>           <C>
Accrued interest..................................................   $ 17,345      $19,166
Accrued promotional allowances....................................     21,022       14,922
Accrued compensation and related benefits.........................     12,785       13,328
Accrued production contract losses................................     13,022        4,639
Accrued advertising...............................................      3,832        2,582
Accrued legal settlements and environmental matters (Note 18).....     10,274        1,534
Other.............................................................     32,556       25,277
                                                                     --------      -------
                                                                     $110,836      $81,448
                                                                     --------      -------
                                                                     --------      -------
</TABLE>
 
(5) INVESTMENTS IN AFFILIATES
 
     The following is a summary of the components of 'Investments in affiliates'
at December 28, 1997 (none at January 3, 1999) (in thousands):
 
<TABLE>
<S>                                                                         <C>
Select Beverages.........................................................   $24,926
Rhode Island Beverages...................................................       550
                                                                            -------
                                                                            $25,476
                                                                            -------
                                                                            -------
</TABLE>
 
     Snapple owned 20% of Select Beverages, Inc. ('Select Beverages') until its
sale on May 1, 1998. The Company's equity in the earnings (loss) of Select
Beverages of $862,000 and $(1,222,000) for 1997 and 1998 (prior to the sale of
Select Beverages), respectively, is included in 'Other income, net' in the
accompanying combined statements of operations. The Company's investment in
Select Beverages exceeded the underlying equity in Select Beverage's net assets.
Amortization of such excess in 1998 of $341,000 was included in the Company's
equity in the loss of Select Beverages during 1998. On May 1, 1998 the Company
sold its interest in Select Beverages for $28,342,000, subject to certain
post-closing adjustments. The Company recognized a pre-tax gain on the sale of
Select Beverages during 1998 of $4,702,000, included in 'Gain (loss) on sale of
businesses, net' (see Note 13), representing the excess of the net sales price
over the Company's carrying value of the investment in Select Beverages and
related post-closing adjustments and expenses.
 
     Snapple owned 50% of the stock of Rhode Island Beverage Packing Company,
L.P. ('Rhode Island Beverages' or 'RIB') prior to its disposition in February
1998. Snapple and Quaker were defendants in a breach of contract case filed in
April 1997 by RIB, prior to the Snapple Acquisition (the 'RIB Matter'). The RIB
Matter was settled in February 1998 and in accordance therewith Snapple
surrendered (i) its 50% investment in RIB ($550,000) and (ii) certain properties
($1,202,000) and paid RIB $8,230,000. The settlement amounts were fully provided
for in a combination of (i) historical Snapple legal reserves as of the date of
the Snapple Acquisition and additional legal reserves provided in 'Acquisition
related' costs (see Note 11) and (ii) reserves for losses in long-term
production contracts established in the Snapple Acquisition purchase accounting
(see Note 3). Since at the date of the Snapple Acquisition the investment in RIB
was expected to be surrendered in connection with the settlement of the RIB
Matter, the Company did not recognize any equity in the earnings of RIB prior to
such surrender in February 1998.
 
                                      F-17
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(6) LONG-TERM DEBT
 
     Long-term debt consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                                YEAR-END
                                                                         ----------------------
                                                                           1997          1998
                                                                         --------      --------
 
<S>                                                                      <C>           <C>
9 3/4% senior secured notes due 2000(a)...............................   $275,000      $275,000
Existing Beverage Credit Agreement(b)
     Term loans bearing interest at a weighted average rate of 8.99%
     at January 3, 1999...............................................    296,500       284,333
Mortgage Notes and Equipment Notes payable to FFCA Mortgage
     Corporation, bearing interest at a weighted average rate of
     10.39% as of January 3, 1999, due through 2016...................      4,297         3,733
Capitalized lease obligations.........................................        719           158
Other.................................................................      1,396         7,431
                                                                         --------      --------
     Total debt.......................................................    577,912       570,655
     Less amounts payable within one year.............................     13,798         9,678(c)
                                                                         --------      --------
                                                                         $564,114      $560,977
                                                                         --------      --------
                                                                         --------      --------
</TABLE>
 
     Aggregate annual maturities of long-term debt, including capitalized lease
obligations, were as follows as of January 3, 1999 (in thousands)(c):
 
<TABLE>
<S>                                                              <C>
1999..........................................................   $  9,678
2000..........................................................     11,794
2001..........................................................     10,662
2002..........................................................     12,929
2003..........................................................     15,126
Thereafter....................................................    510,466
                                                                 --------
                                                                 $570,655
                                                                 --------
                                                                 --------
</TABLE>
 
------------
 
 (a) On February 25, 1999 the 9 3/4% senior secured notes due 2000 (the '9 3/4%
     Senior Notes') were called for redemption by the Company on March 30, 1999,
     prior to their scheduled maturity of August 1, 2000, with the funding
     thereof to come from a portion of the proceeds from the Refinancing
     Transactions (see Note 20). Prior to 1996 the Company entered into a
     three-year interest rate swap agreement (the 'Swap Agreement') in the
     amount of $137,500,000. Under the Swap Agreement, interest on $137,500,000
     was paid by the Company at a floating rate (the 'Floating Rate') based on
     the 180-day London Interbank Offered Rate ('LIBOR') and the Company
     received interest at a fixed rate of 4.72%. The Floating Rate was set at
     the inception of the Swap Agreement through January 31, 1994 and thereafter
     was retroactively reset at the end of each six-month calculation period
     through July 31, 1996 and at the maturity of the Swap Agreement on
     September 24, 1996. The transaction effectively changed the Company's
     interest rate on $137,500,000 of the 9 3/4% Senior Notes from a fixed-rate
     to a floating-rate basis through September 24, 1996. Under the Swap
     Agreement during 1994 the Company received $614,000 which was determined at
     the inception of the Swap Agreement. Subsequently, the Company paid (i)
     $2,271,000 during 1995 in connection with such year's two six-month reset
     periods and (ii) $1,631,000 during 1996 in connection with such year's two
     six-month reset periods and the reset period ending with the Swap
     Agreement's maturity on September 24, 1996.
 
 (b) The $284,333,000 of outstanding term loans (there were no outstanding
     revolving credit loans) under the Existing Beverage Credit Agreement as of
     January 3, 1999 and February 25, 1999 was repaid on February 25, 1999 using
     a portion of the proceeds from the Refinancing Transactions (see
 
                                              (footnotes continued on next page)
 
                                      F-18
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(footnotes continued from previous page)
    Note 20). The Existing Beverage Credit Agreement consisted of a $300,000,000
     term facility of which $225,000,000 and $75,000,000 of loans (the 'Existing
     Term Loans') were borrowed by Snapple and Mistic, respectively, at the
     Snapple Acquisition date ($213,250,000 and $71,083,000, respectively,
     outstanding at January 3, 1999) and an $80,000,000 revolving credit
     facility which provided for revolving credit loans (the 'Existing Revolving
     Loans') by Snapple, Mistic, Triarc Beverage Holdings and, as amended as of
     August 15, 1998, Cable Car of which $25,000,000 and $5,000,000 were
     borrowed on the Snapple Acquisition date by Snapple and Mistic,
     respectively. The Existing Revolving Loans were repaid prior to December
     28, 1997 and no Existing Revolving Loans were outstanding at December 28,
     1997 or January 3, 1999. The aggregate $250,000,000 originally borrowed by
     Snapple was principally used to fund a portion of the purchase price for
     Snapple (see Note 3). The aggregate $80,000,000 originally borrowed by
     Mistic was principally used to repay all of the $70,850,000 then
     outstanding borrowings under Mistic's former bank credit facility (the
     'Former Mistic Bank Facility') plus accrued interest thereon.
 
 (c) The current portion of long-term debt as of January 3, 1999 reflects a
     reclassification to long term of the portion ($9,419,000) of the amount
     originally due in 1999 under the Existing Beverage Credit Agreement which
     has been refinanced to long term (see Note 20). The annual maturities of
     long-term debt in each of the five years from 1999 through 2003 are lower
     following such refinancing than under the Existing Beverage Credit
     Agreement and the 9 3/4% Senior Notes. Accordingly, the annual maturities
     of long-term debt set forth in the table above reflect such refinancing.
 
     The Company's debt agreements contain various covenants which (i) require
meeting certain financial amount and ratio tests; (ii) limit, among other
matters, (a) the incurrence of indebtedness, (b) the retirement of certain debt
prior to maturity, (c) investments, (d) asset dispositions, (e) capital
expenditures and (f) affiliate transactions other than in the normal course of
business; and (iii) restrict the payment of dividends to Triarc Parent (see
below). As of January 3, 1999 the Company was in compliance with all such
covenants. RC/Arby's, Triarc Beverage Holdings and Cable Car were unable to pay
any dividends or make any loans or advances to Triarc Parent as of January 3,
1999 under the terms of the Company's indenture and credit agreements. See Note
20 for disclosure regarding one-time distributions paid to Triarc by certain of
its subsidiaries in connection with the Refinancing Transactions.
 
     Under the Company's various debt agreements, substantially all of the
Company's assets other than cash and cash equivalents are pledged as security as
of January 3, 1999. In addition, (i) obligations under the 9 3/4% Senior Notes
have been guaranteed by Royal Crown and Arby's, (ii) obligations under the
Existing Beverage Credit Agreement were guaranteed by Snapple, Mistic, Triarc
Beverage Holdings and Cable Car prior to the repayment thereof and (iii) the
remaining obligations under the Mortgage Notes and Equipment Notes retained by
the Company (see Note 3 for disclosure regarding the guarantee of the Mortgage
Notes and Equipment Notes assumed by RTM) have been guaranteed by Triarc Parent.
As collateral for the guarantees of the obligations under the 9 3/4% Senior
Notes and the Existing Beverage Credit Agreement, all of the stock of Royal
Crown, Arby's, Snapple, Mistic, Triarc Beverage Holdings and Cable Car was
pledged. See Note 20 for the effect of the February 25, 1999 refinancing on the
pledging of assets and debt guarantees and related collateral.
 
                                      F-19
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(7) 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, due to affiliates, long-term debt and,
as of December 28, 1997, note receivable from Triarc and notes payable to
affiliates. The carrying amounts of cash and cash equivalents, accounts payable,
accrued expenses, due to affiliates, the note receivable from Triarc and notes
payable to affiliates 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
carrying amounts and fair values of long-term debt (see Note 6) were as follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                                            YEAR-END
                                                          --------------------------------------------
                                                                  1997                    1998
                                                          --------------------    --------------------
                                                          CARRYING      FAIR      CARRYING      FAIR
                                                           AMOUNT      VALUE       AMOUNT      VALUE
                                                          --------    --------    --------    --------
<S>                                                       <C>         <C>         <C>         <C>
9 3/4% Senior Notes....................................   $275,000    $279,000    $275,000    $278,000
Existing Beverage Credit Agreement.....................    296,500     296,500     284,333     284,333
Mortgage Notes and Equipment Notes.....................      4,297       4,612       3,733       4,175
Other long-term debt...................................      2,115       2,115       7,589       7,589
                                                          --------    --------    --------    --------
                                                          $577,912    $582,227    $570,655    $574,097
                                                          --------    --------    --------    --------
                                                          --------    --------    --------    --------
</TABLE>
 
     The fair values of the 9 3/4% Senior Notes are based on quoted market
prices. The fair values of the Existing Term Loans under the Existing Beverage
Credit Agreement approximated their carrying values due to the relatively
frequent resets of their floating interest rates. The fair values of the
Mortgage Notes and Equipment Notes were determined by discounting the future
scheduled payments using an interest rate assuming the same original issuance
spread over a current Treasury bond yield for securities with similar durations.
The fair values of all other long-term debt were assumed to reasonably
approximate their carrying amounts since (i) for capitalized lease obligations,
the weighted average implicit interest rate approximates current levels and
(ii) for all other debt, the remaining maturities are relatively short-term or
the carrying amounts of such debt are relatively insignificant.
 
(8) INCOME TAXES
 
     As discussed in Note 1, the Company is included in the consolidated Federal
income tax return of Triarc Parent. Pursuant to tax-sharing agreements between
Triarc Parent and each of Triarc Beverage Holdings (including Cable Car
effective August 15, 1998), RC/Arby's and Cable Car (through August 15, 1998),
the Company provides for Federal income taxes on the same basis as if separate
consolidated returns for Triarc Beverage Holdings, RC/Arby's and Cable Car were
filed. As of December 28, 1997 and January 3, 1999, the Company was in a net
operating loss carryforward position and, as such, there were no taxes currently
payable.
 
     The income (loss) before income taxes and extraordinary charges consisted
of the following components (in thousands):
 
<TABLE>
<CAPTION>
                                                                          1996        1997       1998
                                                                        --------    --------    -------
<S>                                                                     <C>         <C>         <C>
Domestic.............................................................   $(71,588)   $(24,807)   $55,050
Foreign..............................................................     (3,408)        679        221
                                                                        --------    --------    -------
                                                                        $(74,996)   $(24,128)   $55,271
                                                                        --------    --------    -------
                                                                        --------    --------    -------
</TABLE>
 
                                      F-20
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     The (provision for) benefit from income taxes consisted of the following
components (in thousands):
 
<TABLE>
<CAPTION>
                                                                          1996       1997        1998
                                                                         -------    -------    --------
<S>                                                                      <C>        <C>        <C>
Current:
     Federal..........................................................   $  (239)   $(3,646)   $(11,695)
     State............................................................      (751)    (1,051)     (2,665)
     Foreign..........................................................      (370)      (805)       (457)
                                                                         -------    -------    --------
                                                                          (1,360)    (5,502)    (14,817)
                                                                         -------    -------    --------
Deferred:
     Federal..........................................................    22,570      9,722      (8,407)
     State............................................................     2,418        922      (2,060)
                                                                         -------    -------    --------
                                                                          24,988     10,644     (10,467)
                                                                         -------    -------    --------
          Total.......................................................   $23,628    $ 5,142    $(25,284)
                                                                         -------    -------    --------
                                                                         -------    -------    --------
</TABLE>
 
     The current deferred income tax asset and the net non-current deferred
income tax (liability) resulted from the following components (in thousands):
 
<TABLE>
<CAPTION>
                                                                                         YEAR-END
                                                                                   --------------------
                                                                                     1997        1998
                                                                                   --------    --------
<S>                                                                                <C>         <C>
Current deferred income tax assets:
     Federal net operating loss carryforwards under tax-sharing agreements with
       Triarc Parent ($17,058) and state net operating loss carryforwards
       ($870)...................................................................   $ 17,928    $  --
     Accrued employee benefit costs.............................................      3,491       3,363
     Glass front vending machines written off...................................      2,925       2,925
     Allowance for doubtful accounts............................................      4,095       2,340
     Closed facilities reserves.................................................      1,919       1,371
     Accrued production contract losses.........................................      4,588       1,320
     Inventory obsolescence reserves............................................        533       1,210
     Accrued interest relating to income tax matters............................        773       1,123
     Accrued lease payments for equipment transferred to RTM
       (see Note 16)............................................................      --          1,082
     Accrued advertising and promotions.........................................      2,468         675
     Facilities relocation and corporate restructuring..........................      1,185         449
     Accrued legal settlements and environmental matters........................      3,643         284
     Other, net.................................................................      4,444       2,792
                                                                                   --------    --------
                                                                                     47,992      18,934
                                                                                   --------    --------
Non-current deferred income tax assets (liabilities):
     Trademarks basis differences...............................................    (53,929)    (55,962)
     Reserve for income tax contingencies and other tax matters.................     (6,518)     (9,379)
     Federal net operating loss carryforwards and excess income tax payments
       under tax-sharing agreements.............................................     20,650      39,518
     State net operating loss carryforwards.....................................      3,716       5,158
     Properties basis differences including depreciation........................     (1,676)      3,978
     Deferred franchise fees....................................................      1,581       2,108
     Accrued production contract losses.........................................      3,471       --
     Other, net.................................................................      4,941       5,406
                                                                                   --------    --------
                                                                                    (27,764)     (9,173)
                                                                                   --------    --------
                                                                                   $ 20,228    $  9,761
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>
 
     As of January 3, 1999 the Company had net operating loss carryforwards for
Federal income tax purposes under tax-sharing agreements with Triarc Parent of
$84,476,000. Such carryforwards will expire $424,000, $6,827,000, $13,575,000,
$1,956,000 and $61,694,000 in each of the years 2008 through
 
                                      F-21
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
2012, respectively. On February 25, 1999 the Company entered into a revised
tax-sharing agreement with Triarc Parent pursuant to which the Company would not
receive credit for its existing Federal net operating loss carryforwards (the
'NOL's') and excess Federal income tax payments as of the date of the new
agreement. Under such agreement, the Company would not receive any benefit for
the deferred tax assets associated with the NOL's and excess Federal income tax
payments aggregating $39,518,000. However, were such deferred tax assets to be
written off, the Company would have been in default under the minimum net worth
covenant of the Credit Agreement (the 'Minimum Net Worth Covenant'). Such
Minimum Net Worth Covenant inadvertently did not provide for the write-off of
such deferred tax assets. See Note 23 for disclosure of a resulting amendment to
such revised tax-sharing agreement on April 23, 1999.
 
     The difference between the reported (provision for) benefit from income
taxes and the tax (provision) benefit that would result from applying the 35%
Federal statutory rate to the income (loss) before income taxes and
extraordinary charges is reconciled as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                          1996       1997        1998
                                                                         -------    -------    --------
 
<S>                                                                      <C>        <C>        <C>
Income tax (provision) benefit computed at Federal statutory rate.....   $26,249    $ 8,445    $(19,345)
Increase (decrease) in Federal tax benefit in 1996 and 1997 and
  (increase) decrease in Federal tax provision in 1998 resulting from:
     Amortization of non-deductible Goodwill..........................    (2,005)    (2,471)     (3,138)
     State income tax (provision) benefit, net of Federal income tax
       effect.........................................................     1,084        (84)     (3,071)
     Foreign tax rate in excess of United States Federal statutory
       rate and foreign withholding taxes, net of Federal income tax
       benefit........................................................      (241)      (432)       (247)
     Effect of net operating losses of foreign subsidiary for which no
       tax carryback benefit is available                                 (1,193)     --          --
     Other, net.......................................................      (266)      (316)        517
                                                                         -------    -------    --------
                                                                         $23,628    $ 5,142    $(25,284)
                                                                         -------    -------    --------
                                                                         -------    -------    --------
</TABLE>
 
     The Federal income tax returns of Triarc Parent and its subsidiaries,
including RC/Arby's, have been examined by the Internal Revenue Service (the
'IRS') for the tax years 1989 through 1992. Triarc Parent has reached a
tentative settlement with the IRS, which is subject to review by the
Congressional Joint Committee on Taxation, regarding all remaining issues in
such audit. In connection therewith, the Company paid $4,576,000, including
interest, during 1997. If the settlement is so approved, the Company anticipates
it would not have to make any further payments. The IRS is examining the Federal
income tax returns of Triarc Parent and its subsidiaries, including RC/Arby's,
for the year ended April 30, 1993 and eight-month transition period ended
December 31, 1993. In connection therewith, Triarc Parent has not received any
notices of proposed adjustments. In each of 1996, 1997 and 1998, the Company
provided $1,000,000, included in 'Interest expense,' relating to such
examinations and other tax matters. Management of the Company believes that
adequate aggregate provisions have been made principally in years prior to 1996
for any tax liabilities, including interest, that may result from the resolution
of these IRS examinations.
 
(9) REDEEMABLE PREFERRED STOCK
 
     On May 22, 1997 Triarc Beverage Holdings issued 75,000 shares of its
redeemable cumulative convertible preferred stock, $1.00 par value (the
'Redeemable Preferred Stock') to Triarc Parent for $75,000,000. On August 21,
1997 each of the 75,000 outstanding shares of Redeemable Preferred Stock was
converted into 1/100 of a share as a result of a 1:100 reverse stock split,
resulting in 750 issued and outstanding shares of Redeemable Preferred Stock.
The Redeemable Preferred Stock (i) bears a
 
                                      F-22
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
cumulative annual dividend of 10% on stated value compounded annually for any
undeclared dividends, payable in cash or additional shares of Redeemable
Preferred Stock, if declared by, and at the option of, the Company, (ii) is
convertible into 750 shares of Triarc Beverage Holdings' common stock (the
'Triarc Beverage Common Stock') at an adjusted conversion price of $100,000 per
share, (iii) requires mandatory redemption on May 22, 2009 at $100,000 per share
plus accrued and unpaid dividends and (iv) has an aggregate liquidation value of
$75,000,000 plus accrued and unpaid dividends of $12,587,000 as of January 3,
1999. The cumulative dividends not declared or paid of $4,604,000 and $7,983,000
for each of the years ended December 28, 1997 and January 3, 1999, respectively,
have been accounted for as increases in 'Redeemable preferred stock' with
offsetting charges to 'Additional paid-in capital' since payment of the
dividends is not solely in the control of the Company.
 
(10) STOCKHOLDERS' EQUITY
 
     The following is a summary of common stock by company (in thousands except
share and per share amounts):
 
<TABLE>
<CAPTION>
                                                                                         YEAR-END
                                                                                   ---------------------
                                                                                   1996     1997    1998
                                                                                   ----     ----    ----
 
<S>                                                                                <C>      <C>     <C>
Common stock of RC/Arby's, $1.00 par value, authorized 3,000 shares, 1,000
  shares issued and outstanding.................................................   $ 1      $  1    $  1
Common stock of Mistic, $1.00 par value, 3,000 shares authorized, 873 shares
  issued and outstanding as of December 31, 1996................................     1       --      --
Common stock of Triarc Beverage Holdings, $1.00 par value, 2,000,000 shares
  authorized, 850,000 shares issued and outstanding as of December 28, 1997 and
  January 3, 1999...............................................................   --        850     850
Common stock of Cable Car, $1.00 par value, 1,000 shares authorized, issued and
  outstanding as of December 28, 1997 and January 3, 1999.......................   --          1       1
                                                                                   ----     ----    ----
                                                                                   $ 2      $852    $852
                                                                                   ----     ----    ----
                                                                                   ----     ----    ----
</TABLE>
 
     The following is a summary of additional paid-in capital by company (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                   YEAR-END
                                                                        -------------------------------
                                                                         1996        1997        1998
                                                                        -------    --------    --------
 
<S>                                                                     <C>        <C>         <C>
RC/Arby's............................................................   $44,300    $ 73,690    $ 73,690
Mistic...............................................................    27,499       --          --
Triarc Beverage Holdings.............................................     --         22,671       --
Cable Car............................................................     --         40,846      38,387
                                                                        -------    --------    --------
                                                                        $71,799    $137,207    $112,077
                                                                        -------    --------    --------
                                                                        -------    --------    --------
</TABLE>
 
     The following is a summary of accumulated deficit by company (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                YEAR-END
                                                                   -----------------------------------
                                                                     1996         1997         1998
                                                                   ---------    ---------    ---------
 
<S>                                                                <C>          <C>          <C>
RC/Arby's.......................................................   $(158,269)   $(160,253)   $(149,422)
Mistic..........................................................        (510)      --           --
Triarc Beverage Holdings........................................      --          (20,116)      (7,943)
Cable Car.......................................................      --             (350)         (27)
                                                                   ---------    ---------    ---------
                                                                   $(158,779)   $(180,719)   $(157,392)
                                                                   ---------    ---------    ---------
                                                                   ---------    ---------    ---------
</TABLE>
 
     Through May 22, 1997 the common stock reflected in the accompanying
combined statements of stockholders' equity was the common stock of RC/Arby's
and Mistic. On May 22, 1997 the then outstanding 873 shares of Mistic common
stock were contributed to Triarc Beverage Holdings by Triarc Parent and Triarc
Beverage Holdings issued 1,000 shares of Triarc Beverage Common Stock to Triarc
 
                                      F-23
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
Parent for $1,000. On August 21, 1997 each of the 1,000 issued and outstanding
shares of Triarc Beverage Common Stock was split into 850 shares, resulting in
850,000 issued and outstanding shares of Triarc Beverage Common Stock.
 
     During the year ended January 3, 1999, a reclassification of $2,627,000
from additional paid-in capital deficit of Triarc Beverage Holdings to
accumulated deficit was made in order to eliminate such negative paid-in
capital.
 
     Triarc Beverage Holdings adopted the Triarc Beverage Holdings Corp. 1997
Stock Option Plan (the 'Triarc Beverage Plan') in 1997 which provides for the
grant of options to purchase shares of Triarc Beverage Common Stock to key
employees, officers, directors and consultants of Triarc Beverage Holdings,
Triarc Parent and their affiliates. Stock options under the Triarc Beverage Plan
have maximum terms of ten years and vest ratably over periods not exceeding four
years from the date of grant. The Triarc Beverage Plan provides for a maximum of
150,000 shares of Triarc Beverage Common Stock to be issued upon the exercise of
stock options and there remain 4,575 shares available for future grants under
the Triarc Beverage Plan as of January 3, 1999. A summary of changes in
outstanding stock options under the Triarc Beverage Plan is as follows:
 
<TABLE>
<CAPTION>
                                                                                                OPTION
                                                                                     OPTIONS     PRICE
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Granted during 1997...............................................................    76,250    $147.30
                                                                                     -------
Outstanding at December 28, 1997..................................................    76,250    $147.30
Granted during 1998...............................................................    72,175    $191.00
Terminated during 1998............................................................    (3,000)   $147.30
                                                                                     -------
Outstanding at January 3, 1999....................................................   145,425
                                                                                     -------
                                                                                     -------
</TABLE>
 
     The option prices of the grants during 1997 and 1998 were equal to fair
value at the respective dates of grant as determined by independent appraisals.
The weighted average grant date fair value of the grants during 1997 and 1998
was $50.75 and $60.01, respectively. The weighted average option price of the
outstanding options at January 3, 1999 was $168.99. Such options vest ratably on
July 1 of 1999, 2000 and 2001 and, accordingly, no options have been exercised
or are exercisable as of January 3, 1999 and have a remaining weighted average
term of 9.1 years at January 3, 1999.
 
     As previously disclosed in Note 1, the Company accounts for stock options
in accordance with the intrinsic value method. Accordingly, the Company has not
recognized any compensation expense for the stock options granted in 1997 or
1998. Had compensation cost for such options been determined in accordance with
the fair value method, the Company's 1997 net loss would have been increased by
$324,000 and the Company's net income for 1998 would have been decreased by
$1,710,000. The fair values of stock options on the date of grant were estimated
using the Black-Scholes option pricing model with the following assumptions:
(i) weighted average risk-free interest rate of 6.22% and 5.54% for the 1997 and
1998 grants, respectively, (ii) expected option life of 7 years and (iii) no
dividends would be paid. Since the stock of Triarc Beverage Holdings is not
publicly traded, volatility was not applicable. The above pro forma amounts are
not likely to be representative of the effects on net income in future periods
because pro forma compensation expense for grants under the Triarc Beverage Plan
did not occur prior to its adoption in 1997.
 
     In 1995 the Company granted the syndicating lending bank in connection with
the Former Mistic Bank Facility and two senior officers of Mistic stock
appreciation rights (the 'Mistic Rights') for the equivalent of 3% and 9.7%
respectively, of Mistic's outstanding common stock plus the equivalent shares
represented by such stock appreciation rights. The Mistic Rights granted to the
syndicating lending bank were immediately vested and of those granted to the
senior officers, one-third vested over time and two-thirds vested depending on
Mistic's performance. The Mistic Rights provided for appreciation in the
per-share value of Mistic common stock above a base price of $28,637 per share,
which was equal to the price per share paid by Triarc Parent at the time of the
Mistic acquisition in
 
                                      F-24
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
1995. The value of the Mistic Rights granted to the syndicating lending bank was
recorded as deferred financing costs. The Company recognized periodically the
estimated increase or decrease in the value of the Mistic Rights; such amounts
were not significant to the Company's combined results of operations in 1996 or
1997. In connection with the refinancing of the Former Mistic Bank Facility in
May 1997, the Mistic Rights granted to the syndicating lending bank were
repurchased by the Company for $492,000; the $177,000 excess of such cost over
the then recorded value of such rights of $315,000 was recorded as 'Interest
expense' during 1997. In addition, the Mistic Rights granted to the two senior
officers were canceled in 1997 in consideration for, among other things, their
participation in the Triarc Beverage Plan.
 
(11) 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):
 
<TABLE>
<S>                                                                                             <C>
Non-cash charges:
     Write down glass front vending machines based on the Company's change in estimate of
      their value considering the Company's plans for their future use.......................   $12,557
     Provide additional reserves for doubtful accounts related to Snapple ($2,254) and the
      effect of the Snapple Acquisition ($975) on collectibility of a receivable from MetBev,
      Inc., an affiliate (see Note 17) based on the Company's change in estimate of the
      related write-off to be incurred.......................................................     3,229
Cash obligations:
     Provide additional reserves for legal matters based on the Company's change in Quaker's
      estimate of the amounts required reflecting the Company's plans and estimates of costs
      to resolve such matters................................................................     6,697
     Provide for fees paid to Quaker pursuant to a transition services
       agreement.............................................................................     2,819
     Provide for the portion of promotional expenses relating to the period of 1997 prior to
      the Snapple Acquisition as a result of the Company's then current operating
      expectations...........................................................................     2,510
     Provide for certain costs in connection with the successful consummation of the Snapple
      Acquisition and the Mistic refinancing in connection with entering into the Existing
      Beverage Credit Agreement..............................................................     4,000
     Provide for costs, principally for independent consultants, incurred in connection with
      the conversion of Snapple to the Company's operating and financial information
      systems................................................................................     1,603
     Sign-on bonus related to the Stewart's Acquisition......................................       400
                                                                                                -------
                                                                                                $33,815
                                                                                                -------
                                                                                                -------
</TABLE>
 
     As of December 28, 1997 and January 3, 1999 all cash obligations had been
liquidated other than $6,697,000 and $672,000, respectively, of the additional
reserves for legal matters.
 
                                      F-25
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(12) FACILITIES RELOCATION AND CORPORATE RESTRUCTURING
 
     Facilities relocation and corporate restructuring consisted of the
following (in thousands):
 
<TABLE>
<CAPTION>
                                                                                        1996(a)   1997(b)
                                                                                        ------    ------
 
<S>                                                                                     <C>       <C>
Estimated restructuring charges associated with employee severance and related
  termination costs..................................................................   $2,200    $5,426
Employee relocation costs............................................................     --       1,337
Write-off of certain beverage distribution rights....................................     --         300
Estimated costs related to the sublease of excess office space.......................    3,700      --
Costs of terminating a Mistic distribution agreement.................................    1,300      --
Estimated costs of a Royal Crown plant closing and other asset
  disposals..........................................................................      600      --
                                                                                        ------    ------
                                                                                        $7,800    $7,063
                                                                                        ------    ------
                                                                                        ------    ------
</TABLE>
 
------------
 
 (a) The 1996 facilities relocation and corporate restructuring charge
     principally related to (i) estimated losses on planned subleases
     (principally for the write-off of nonrecoverable unamortized leasehold
     improvements and furniture and fixtures) of surplus office space as a
     result of the then planned sale of company-owned restaurants and the
     relocation (the 'Royal Crown Relocation') of Royal Crown's headquarters
     which were centralized with Triarc Beverage Holdings' offices in White
     Plains, New York, (ii) employee severance costs associated with the Royal
     Crown Relocation, (iii) the termination of a Mistic distribution agreement
     and (iv) the shutdown of Royal Crown's Ohio production facility and other
     asset disposals.
 
 (b) The 1997 facilities relocation and corporate restructuring charge
     principally related to (i) employee severance and related termination costs
     and employee relocation costs associated with restructuring the restaurant
     segment in connection with the RTM Sale (see Note 3), (ii) costs associated
     with the Royal Crown Relocation and (iii) the write-off of the remaining
     unamortized costs of certain beverage distribution rights reacquired in
     prior years and no longer being utilized by the Company as a result of the
     sale or liquidation of the assets and liabilities of MetBev, Inc. (see
     Note 17).
 
(13) GAIN (LOSS) ON SALE OF BUSINESSES, NET
 
     The 'Gain (loss) on sale of businesses, net' as reflected in the
accompanying combined statements of operations was $(3,513,000) and $5,016,000
in 1997 and 1998, respectively. The loss in 1997 resulted from the $4,089,000
loss from the RTM Sale (see Note 3) less the $576,000 recognized gain on the C&C
Sale (see Note 3). The gain in 1998 consisted of (i) the $4,702,000 gain from
the sale of Select Beverages (see Note 5) and (ii) $314,000 additional
recognition of deferred gain from the C&C Sale.
 
(14) EXTRAORDINARY CHARGES
 
     The 1997 extraordinary charges resulted from the assumption and the early
extinguishment, respectively, of (i) the Mortgage Notes and Equipment Notes
assumed by RTM in connection with the RTM Sale (see Note 3) and (ii) obligations
under the Former Mistic Bank Facility in May 1997 refinanced in connection with
entering into the Existing Beverage Credit Agreement (see Note 6). Such
extraordinary charges consisted of the write-off of $4,839,000 of previously
unamortized deferred financing costs less $1,885,000 of income tax benefit.
 
(15) RETIREMENT AND OTHER BENEFIT PLANS
 
     The Company maintains several 401(k) defined contribution plans and
participates in a Triarc Parent 401(k) defined contribution plan (collectively,
the 'Plans') covering all of the Company's employees who meet certain minimum
requirements and elect to participate including subsequent to
 
                                      F-26
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(i) May 22, 1997 employees of Snapple and (ii) May 1, 1998 employees of Cable
Car. Under the provisions of the Plans, employees may contribute various
percentages of their compensation ranging up to a maximum of 15%, subject to
certain limitations. The Plans provide for Company matching contributions at
either (i) 50% of employee contributions up to the first 5% thereof or (ii) 100%
of employee contributions up to the first 3% thereof. In addition, the Plans
also provide for annual Company contributions of a discretionary aggregate
amount to be determined by the employer. In connection with both of these
employer contributions, the Company provided as compensation expense $1,141,000,
$1,181,000 and $1,470,000 in 1996, 1997 and 1998, respectively.
 
     The Company maintains a defined benefit plan for eligible employees through
December 31, 1988 of certain subsidiaries, benefits under which were frozen in
1992. The net periodic pension cost for 1996, 1997 and 1998, as well as the
accrued pension cost as of December 28, 1997 and January 3, 1999, were
insignificant.
 
     The Company maintains unfunded postretirement medical and death benefit
plans for a limited number of retired employees who have provided certain
minimum years of service. The medical benefits are principally contributory
while death benefits are non-contributory. The net postretirement benefit cost
for 1996, 1997 and 1998, as well as the accumulated postretirement benefit
obligation as of December 28, 1997 and January 3, 1999, were insignificant.
 
     Triarc Parent has granted stock options to certain key employees of the
Company under Triarc Parent's 1993 Equity Participation Plan and 1997 Equity
Participation Plan. Included in such options are (i) 165,000 granted prior to
1996 at an option price of $20.00 per share which was below the $31.75 fair
market value of Triarc Parent's Class A Common Stock on the date of grant
resulting in an aggregate difference of $1,939,000 and (ii) 445,000 granted in
1997 at a weighted average option price of $12.59 which was below the $14.46
weighted average fair market value of Triarc Parent's Class A Common Stock on
the respective dates of grant resulting in an aggregate difference of $832,000.
Such differences are being charged to the Company as compensation expense over
the applicable vesting periods through 2002, net of reversals of prior charges
arising from the forfeiture of certain of those options in connection with
employee terminations (the 'Forfeiture Adjustments'). Compensation expense
resulting from the below market stock options aggregated $74,000 (net of
$173,000 of Forfeiture Adjustments), $144,000 (net of $325,000 of Forfeiture
Adjustments) and $287,000 (net of $14,000 of Forfeiture Adjustments) during
1996, 1997 and 1998, respectively, and is included in 'General and
administrative' in the accompanying combined statements of operations.
 
(16) LEASE COMMITMENTS
 
     The Company leases buildings and improvements and machinery and equipment.
Prior to the RTM Sale, some leases provided for contingent rentals based upon
sales volume. In connection with the RTM Sale in May 1997, substantially all
operating and capitalized lease obligations associated with the sold restaurants
were assumed by RTM, although the Company remains contingently liable if the
future lease payments (which could potentially aggregate a maximum of
approximately $98,000,000 as of January 3, 1999 assuming RTM has made all
scheduled payments to date under such lease obligations) are not made by RTM.
The Company provided $9,677,000 in 'Reduction in carrying value of long-lived
assets to be disposed' in 1996 representing the present value of future
operating lease payments relating to certain equipment transferred to RTM but
the obligations for which remain with the Company.
 
                                      F-27
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     Rental expense under operating leases consisted of the following components
(in thousands):
 
<TABLE>
<CAPTION>
                                                                            1996       1997       1998
                                                                           -------    -------    ------
 
<S>                                                                        <C>        <C>        <C>
Minimum rentals.........................................................   $23,489    $14,952    $7,463
Contingent rentals......................................................       794        204      --
                                                                           -------    -------    ------
                                                                            24,283     15,156     7,463
Less sublease income....................................................     5,460      6,027     4,354
                                                                           -------    -------    ------
                                                                           $18,823    $ 9,129    $3,109
                                                                           -------    -------    ------
                                                                           -------    -------    ------
</TABLE>
 
     The Company's future minimum rental payments and sublease rental income for
leases having an initial lease term in excess of one year as of January 3, 1999,
excluding $4,586,000 as of January 3, 1999 of those remaining future operating
lease payments for which the Company has provided as set forth above, are as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                           RENTAL PAYMENTS         SUBLEASE
                                                                       ------------------------     INCOME-
                                                                       CAPITALIZED    OPERATING    OPERATING
                                                                         LEASES        LEASES       LEASES
                                                                       -----------    ---------    ---------
 
<S>                                                                    <C>            <C>          <C>
1999................................................................      $  41        $ 6,479      $ 2,953
2000................................................................         35          6,080        2,909
2001................................................................         35          6,130        2,711
2002................................................................         35          4,899          636
2003................................................................         26          4,823          400
Thereafter..........................................................         39         20,640        1,665
                                                                       -----------    ---------    ---------
     Total minimum payments.........................................        211        $49,051      $11,274
                                                                                      ---------    ---------
                                                                                      ---------    ---------
Less interest.......................................................         53
                                                                       -----------
Present value of minimum capitalized lease payments.................      $ 158
                                                                       -----------
                                                                       -----------
</TABLE>
 
     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 combined balance sheets (see Note 6).
 
                                      F-28
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(17) TRANSACTIONS WITH RELATED PARTIES
 
     The following is a summary of transactions between the Company and its
related parties (in thousands):
 
<TABLE>
<CAPTION>
                                                                           1996      1997        1998
                                                                          ------    -------    --------
 
<S>                                                                       <C>       <C>        <C>
Purchases of raw materials from Triarc Parent(a).......................   $ --      $17,159    $123,014
Costs allocated to the Company by Triarc Parent under management
  services agreements(b)...............................................    8,500      9,417      10,500
Cash dividends paid to Triarc..........................................     --        --         23,556
Cumulative dividends on the Redeemable Preferred Stock recorded but not
  declared or paid (Note 9)............................................     --        4,604       7,983
Provision (reversal) for uncollectible receivables (subsequent
  recoveries of accounts previously fully reserved) from sales and
  advance to MetBev, Inc.(c)...........................................    2,000        975        (474)
Compensation costs charged to the Company by Triarc Parent for below
  market stock options (Note 15).......................................       74        144         287
Interest income on notes receivable from Triarc Parent(d)..............      261        230         118
Interest expense on notes payable to:
     Chesapeake Insurance(e)...........................................      208        130          27
     Triarc Parent(e)..................................................    2,588      1,278          12
Issuance of Redeemable Preferred Stock (Note 9)........................     --       75,000       --
Capital contributions(f)...............................................    1,500     30,015       --
Repurchase of $720 principal amount of promissory notes due from
  franchisees from Southeastern Public Service Company, a subsidiary of
  Triarc Parent, at fair value.........................................     --          690       --
Net sales to MetBev, Inc. net of marketing support
  credits(c)...........................................................    8,985      --          --
Payments to Triarc Parent for usage of aircraft........................     --           32       --
</TABLE>
 
------------
 
 (a) The Company purchases certain raw materials from Triarc Parent at Triarc
     Parent's purchase cost from unaffiliated third-party suppliers. At
     December 28, 1997 and January 3, 1999, $14,576,000 and $18,618,000,
     respectively, of amounts owed for such purchases were included in 'Due to
     affiliates' in the accompanying combined balance sheets.
 
 (b) The Company receives from Triarc Parent certain management services,
     including legal, accounting, tax, insurance, financial and other management
     services, under management services agreements. Such costs were allocated
     to the Company by Triarc Parent based upon the pro rata share of the sum of
     the greater of income before income taxes, depreciation and amortization
     and 10% of revenues for each of the Company's principal operating
     subsidiaries to the aggregate for all of Triarc Parent's principal
     operating subsidiaries, except that such costs paid by Mistic through May
     22, 1997 were limited to amounts permitted under the Former Mistic Bank
     Facility and such costs paid by Mistic and Snapple commencing May 22, 1997
     and Cable Car commencing August 15, 1998 were limited to amounts permitted
     under the subsequent Existing Beverage Credit Agreement (see Note 20 for
     disclosure regarding amendments to the management services agreements with
     Mistic, Snapple, Cable Car, Royal Crown and Arby's). Management of the
     Company believes that such allocation method is reasonable. Further,
     management of the Company believes that such allocation approximates the
     costs that would have been incurred by the Company on a stand alone basis.
 
 (c) Prior to 1996 the Company acquired preferred stock in MetBev, Inc.
     ('MetBev') representing a 37.5% voting interest and a warrant to acquire
     37.5% of the common stock of MetBev for $1,000,000 and a license for a
     five-year period for the Royal Crown distribution rights for its
 
                                              (footnotes continued on next page)
 
                                      F-29
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(footnotes continued from previous page)
    products in New York City and certain surrounding counties. Such investment
     was written off prior to 1996. In December 1996 the distribution rights of
     MetBev were sold to a third party (the 'MetBev Purchaser') for minimum
     payments over a three-year period aggregating $1,050,000 and MetBev
     commenced the liquidation of its remaining assets and liabilities. In
     connection therewith, the Company's voting interest in MetBev increased to
     44.7% principally due to the cancellation of non-vested stock owned by
     third parties. The Company has not received any payments on the $1,050,000
     from the MetBev Purchaser and, as of December 28, 1997, did not expect to
     collect any payments due to financial difficulties of the MetBev Purchaser
     which the Company believes were due to competitive pressures on the MetBev
     Purchaser following the Snapple Acquisition and the Company's
     revitalization of Snapple. The MetBev Purchaser has remained in business
     and during 1997 and 1998 continued to purchase Royal Crown product. The
     Company has withheld a portion of promotional allowances otherwise due to
     the MetBev Purchaser and offset such amounts against the $1,050,000
     purchase price. The Company sold (with minimal gross profit) finished
     product to MetBev and, since MetBev had incurred significant losses from
     its inception and had a stockholders' deficit as of December 31, 1996 of
     $8,943,000, provided $2,000,000 in 1996 in 'Advertising, selling and
     distribution' for resulting uncollectible receivables. In 1997 the Company
     provided a reserve for its remaining receivables from MetBev, including
     $539,000 advanced in 1997 for costs incurred to liquidate the remaining
     assets and liabilities and related close-down costs, since MetBev's only
     source of funds to pay the Company would be collection of the $1,050,000
     purchase price. Such provision after offsetting $384,000 principally
     reflecting amounts otherwise payable to the MetBev Purchaser for
     promotional allowances, amounted to $975,000 and is included in
     'Acquisition related' costs (see Note 11). During the year ended January 3,
     1999, the Company reversed $474,000 in 'Advertising, selling and
     distribution' of the reserve for uncollectible amounts due from the MetBev
     Purchaser representing the offset of promotional allowances otherwise owed
     to the MetBev Purchaser.
 
 (d) The Company earned interest income at 11 7/8% on cash advances made to
     Triarc Parent under a promissory note receivable.
 
 (e) The Company incurred interest expense at 9 1/2% and 11 7/8% under
     promissory notes payable to Chesapeake Insurance and Triarc Parent,
     respectively.
 
 (f) In 1996 and 1997, Mistic was prohibited from paying $1,500,000 and
     $625,000, respectively, of management services fees described in (b) above
     under the terms of the Former Mistic Bank Facility prior to its repayment
     and, accordingly, such amounts were accounted for as capital contributions
     from Triarc Parent in such years. In May 1997, in connection with the RTM
     Sale, ARHC and AROC issued 950 of each of their common shares
     (approximately 49% of the common stock after such issuances) to Triarc
     Parent in exchange for aggregate consideration of $31,999,000 consisting of
     cash of $6,211,000 and forgiveness of the then outstanding principal amount
     of $23,150,000, plus related accrued interest of $2,638,000, under a note
     payable by the Company to Triarc Parent as of May 5, 1997. Triarc Parent's
     49% interest in the equity of ARHC and AROC amounting to $2,570,000 and
     $2,472,000 as of December 28, 1997 and January 3, 1999, respectively, is
     included in 'Deferred income and other liabilities' in the accompanying
     combined balance sheets. The excess of $29,390,000 of the consideration for
     the stock issued to Triarc Parent of $31,999,000 over such minority
     interest of $2,609,000 as of May 5, 1997 was accounted for as a capital
     contribution and is reflected in 'Additional paid-in capital.' The 49%
     minority interest in the losses of ARHC and AROC for the years ended
     December 28, 1997 and January 3, 1999 aggregated $39,000 and $99,000,
     respectively, and is included as income in 'Other income, net' in the
     accompanying combined statements of operations.
 
     See also Notes 5, 9, 10 and 15 with respect to other transactions with
     related parties.
 
                                      F-30
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(18) 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 $1,534,000 (see Note 4) as of
January 3, 1999. Although the outcome of such matters cannot be predicted with
certainty and some of these may be disposed of unfavorably to the Company, based
on currently available information and given the Company's aforementioned
reserves, the Company does not believe that such legal and environmental matters
will have a material adverse effect on its combined financial position or
results of operations.
 
(19) BUSINESS SEGMENTS
 
     The Company has adopted Statement of Financial Accounting Standards No. 131
('SFAS 131') 'Disclosures about Segments of an Enterprise and Related
Information' which requires disclosure of financial and descriptive information
by operating segment in the Company's combined financial statements. SFAS 131
utilizes a management approach to define operating segments along the lines used
by management internally for evaluating segment performance and deciding
resource allocations to segments. The Company manages and internally reports its
operations by business segments which, under the criteria of SFAS 131, are:
premium beverages, soft drink concentrates and restaurants (see Note 2 for a
description of each segment). The premium beverage segment consists of Mistic
and the operations acquired in (i) the Snapple Acquisition (see Note 3)
commencing May 22, 1997 and (ii) the Stewart's Acquisition (see Note 3)
commencing November 25, 1997.
 
     The Company evaluates segment performance and allocates resources based on
each segment's earnings before interest, taxes, depreciation and amortization
and reduction in carrying value of long-lived assets to be disposed ('EBITDA').
Information concerning the segments in which the Company operates is shown in
the table below. EBITDA has been computed as operating profit (loss) plus (less)
depreciation and amortization. Operating profit (loss) has been computed as
revenues less operating expenses. In computing EBITDA and operating profit or
loss, interest expense and non-operating income and expenses have not been
considered. Operating loss for the restaurant segment for 1996 reflects a
provision of $58,900,000 for the reduction in the carrying value of long-lived
assets to be disposed (see Note 3). EBITDA and operating loss for 1996 reflect
$7,800,000 of facilities relocation and corporate restructuring charges (see
Note 12), of which $1,450,000 relates to the premium beverage segment,
$3,950,000 relates to the soft drink concentrate segment and $2,400,000 relates
to the restaurant segment. EBITDA and operating loss for 1997 reflect (i)
$33,815,000 of acquisition related costs for the premium beverage segment (see
Note 11) and (ii) $7,063,000 of facilities relocation and corporate
restructuring charges (see Note 12), of which $29,000 relates to the premium
beverage segment, $1,437,000 relates to the soft drink concentrate segment and
$5,597,000 relates to the restaurant segment. Identifiable assets by segment are
those assets that are used in the Company's operations in each segment. General
corporate assets consist primarily of cash and cash equivalents, deferred income
tax benefit (principally resulting from net operating loss carryforwards of
RC/Arby's parent company) and deferred financing costs.
 
     The products and services in each of the Company's segments are relatively
homogeneous and, as such, revenues by product and service have not been
reported. The Company's operations are principally in the United States with
foreign operations representing less than 3% of revenues in 1996, 1997 and 1998.
Accordingly, revenues and assets by geographical area have not been presented
since they are insignificant. In addition, no customer accounted for more than
10% of combined revenues in 1996, 1997 or 1998.
 
                                      F-31
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     The following is a summary of the Company's segment information for the
years ended December 31, 1996, December 28, 1997 and January 3, 1999 or, in the
case of identifiable assets, as of the end of such periods in thousands:
 
<TABLE>
<CAPTION>
                                                                        1996        1997        1998
                                                                      --------    --------    --------
 
<S>                                                                   <C>         <C>         <C>
Revenues:
     Premium beverages.............................................   $131,083    $408,841    $611,545
     Soft drink concentrates.......................................    178,059     146,882     124,868
     Restaurants...................................................    288,293     140,429      78,623
                                                                      --------    --------    --------
          Combined revenues........................................   $597,435    $696,152    $815,036
                                                                      --------    --------    --------
                                                                      --------    --------    --------
EBITDA:
     Premium beverages.............................................   $ 13,381    $  7,561    $ 77,825
     Soft drink concentrates.......................................     18,418      18,504      17,006
     Restaurants...................................................     31,819      31,200      43,180
     General corporate.............................................       (189)       (149)        (11)
                                                                      --------    --------    --------
          Combined EBITDA..........................................     63,429      57,116     138,000
                                                                      --------    --------    --------
Less depreciation and amortization:
     Premium beverages.............................................      7,233      16,236      21,665
     Soft drink concentrates.......................................      6,471       6,340       8,640
     Restaurants...................................................     16,260       2,668       2,503
                                                                      --------    --------    --------
          Combined depreciation and amortization...................     29,964      25,244      32,808
                                                                      --------    --------    --------
Less reduction in carrying value of long-lived assets to be
  disposed:
     Restaurants...................................................     58,900       --          --
                                                                      --------    --------    --------
Operating profit (loss):
     Premium beverages.............................................      6,148      (8,675)     56,160
     Soft drink concentrates.......................................     11,947      12,164       8,366
     Restaurants...................................................    (43,341)     28,532      40,677
     General corporate.............................................       (189)       (149)        (11)
                                                                      --------    --------    --------
          Combined operating profit (loss).........................    (25,435)     31,872     105,192
Interest expense...................................................    (50,031)    (58,019)    (60,235)
Gain (loss) on sale of businesses, net.............................      --         (3,513)      5,016
Other income, net..................................................        470       5,532       5,298
                                                                      --------    --------    --------
          Combined income (loss) before income taxes and
            extraordinary charges..................................   $(74,996)   $(24,128)   $ 55,271
                                                                      --------    --------    --------
                                                                      --------    --------    --------
Identifiable assets:
     Premium beverages.............................................   $110,950    $586,731    $535,565
     Soft drink concentrates.......................................    203,847     194,603     171,647
     Restaurants...................................................    154,410      53,759      52,267
     General corporate assets......................................     11,385      18,868      31,491
                                                                      --------    --------    --------
          Combined identifiable assets.............................   $480,592    $853,961    $790,970
                                                                      --------    --------    --------
                                                                      --------    --------    --------
</TABLE>
 
(20) SUBSEQUENT EVENTS
 
     On February 25, 1999 TCPG issued $300,000,000 (including $20,000,000
aggregate issued to the Chairman and Chief Executive Officer and the President
and Chief Operating Officer of the Company) principal amount of 10 1/4% senior
subordinated notes due 2009 (the 'Notes') and Snapple, Mistic, Cable Car,
RC/Arby's and Royal Crown concurrently entered into an agreement (the 'Credit
 
                                      F-32
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
Agreement') for a new $535,000,000 senior bank credit facility (the 'Credit
Facility') consisting of a $475,000,000 term facility, all of which was borrowed
as term loans (the 'Term Loans') on February 25, 1999, and a $60,000,000
revolving credit facility (the 'Revolving Credit Facility') which provides for
revolving credit loans (the 'Revolving Loans') by Snapple, Mistic or Cable Car
effective February 25, 1999 and RC/Arby's or Royal Crown effective upon the
intended redemption of the 9 3/4% Senior Notes (see below). There were no
borrowings of Revolving Loans on February 25, 1999. The Company utilized a
portion of the aggregate net proceeds of these borrowings to (i) repay on
February 25, 1999 the outstanding principal amount ($284,333,000 as of January
3, 1999 and February 25, 1999) of the Existing Term Loans under the Existing
Beverage Credit Agreement and related accrued interest ($2,231,000 and
$1,503,000 as of January 3, 1999 and February 25, 1999, respectively), (ii) fund
the intended redemption (the 'Redemption') on March 30, 1999 of the $275,000,000
of borrowings under the 9 3/4% Senior Notes including related accrued interest
($11,460,000 and $4,395,000 as of January 3, 1999 and March 30, 1999,
respectively) and redemption premium ($7,662,000 as of January 3, 1999 and March
30, 1999), (iii) acquire Millrose Distributors, Inc. and the assets of Mid-State
Beverage, Inc., two New Jersey distributors of the Company's premium beverages,
for $17,250,000, (iv) pay estimated fees and expenses of $28,000,000 relating to
the issuance of the Notes and the consummation of the Credit Facility (the
'Refinancing Transactions') and (v) pay one-time distributions, including
dividends, to Triarc Parent of the remaining net proceeds from the above
borrowings and all the Company's cash and cash equivalents on hand in excess of
$2,000,000 retained by the Company for working capital purposes. Such one-time
distributions consisted of $91,420,000 paid on February 25, 1999 and
approximately $124,000,000 expected to be paid on March 30, 1999 following the
Redemption. As a result of the repayment prior to maturity of the Existing Term
Loans and the intended Redemption, the Company expects to recognize an
extraordinary charge during the first quarter of the year ending January 2, 2000
of an estimated $11,772,000 for (i) the write-off of previously unamortized (a)
deferred financing costs ($11,622,000 and $10,792,000 as of January 3, 1999 and
March 30, 1999, respectively) and (b) interest rate cap agreement costs
($159,000 and $146,000 as of January 3, 1999 and February 25, 1999,
respectively) and (ii) the payment of the aforementioned redemption premium, net
of income tax benefit ($7,136,000 and $6,828,000 as of January 3, 1999 and March
30, 1999, respectively).
 
     Under the indenture (the 'Indenture') pursuant to which the Notes were
issued, the Notes are redeemable at the option of the Company at amounts
commencing at 105.125% of principal beginning February 2004 decreasing annually
to 100% in February 2007 through February 2009. In addition, should the Company
consummate a permitted initial public equity offering of its consumer products
subsidiaries, the Company may at any time prior to February 2002 redeem up to
$105,000,000 of the Notes at 110.25% of principal amount with the net proceeds
of such public offering. The Company has agreed to use its best efforts to have
a registration statement (the 'Registration Statement') covering resales by
holders of the Notes declared effective by the SEC on or before August 24, 1999.
In the event the Notes are not registered for resale by such date, the annual
interest rate on the Notes will increase by 1/2% to 10 3/4% until such time as
the Registration Statement is declared effective.
 
     Borrowings under the Credit Facility bear interest, at the Company's
option, at rates based on either the 30, 60, 90 or 180-day LIBOR (ranging from
5.06% to 5.07% at January 3, 1999) or an alternate base rate (the 'ABR'). The
interest rates on LIBOR-based loans are reset at the end of the period
corresponding with the duration of the LIBOR selected. The interest rates on
ABR-based loans are reset at the time of any change in the ABR. The ABR (7 3/4%
at January 3, 1999) represents the higher of the prime rate or 1/2% over the
Federal funds rate. Revolving Loans and one class of the Term Loans with an
initial borrowing of $45,000,000 bear interest at 3% over LIBOR or 2% over ABR
until such time as such margins may be subject to downward adjustment by up to
3/4% based on the borrowers' leverage ratio, as defined. The other two classes
of Term Loans with initial borrowings of $125,000,000 and $305,000,000 bear
interest at 3 1/2% and 3 3/4% over LIBOR, respectively, and 2 1/2% and 2 3/4%,
respectively, over ABR. The borrowing base for Revolving Loans is the sum of 80%
of eligible
 
                                      F-33
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
accounts receivable and 50% of eligible inventories. At January 31, 1999 there
would have been $39,423,000 (unaudited) (excluding $12,433,000 (unaudited) of
availability relating to RC/Arby's and Royal Crown which will not be available
until the Redemption) of borrowing availability under the Revolving Credit
Facility in accordance with limitations due to such borrowing base. The Term
Loans are due $4,912,000 in 1999, $8,238,000 in 2000, $10,488,000 in 2001,
$12,738,000 in 2002, $14,987,000 in 2003, $15,550,000 in 2004, $94,299,000 in
2005, $242,875,000 in 2006 and $70,913,000 in 2007 and any Revolving Loans would
be due in full in March 2005. The borrowers must also make mandatory prepayments
in an amount, if any, initially equal to 75% of excess cash flow, as defined in
the Credit Agreement.
 
     Under the Credit Agreement substantially all of the assets, other than cash
and cash equivalents of Snapple, Mistic and Cable Car (and of RC/Arby's, Royal
Crown and Arby's upon the Redemption) and their subsidiaries, are pledged as
security. The Company's obligations with respect to the Notes are guaranteed by
Snapple, Mistic and Cable Car and all of their domestic subsidiaries and, upon
the Redemption, the Notes will be guaranteed by RC/Arby's and all of its
domestic subsidiaries. Such guarantees are or will be full and unconditional and
on a joint and several basis and are or will be unsecured. As a result of such
guarantees, combining financial statements of the Company are presented in Note
21 which depict, in separate columns, the parent companies of each of the
issuers of the Notes (TCPG, which as previously indicated was formed January 15,
1999 and, as such, had no balances or transactions during any of the years
presented, and Triarc Beverage Holdings), those subsidiaries which are or will
be guarantors, those subsidiaries which are or will be non-guarantors,
elimination adjustments and the combined total as if such guarantees were in
effect as of January 1, 1996. Separate financial statements of the guarantor
subsidiaries are not presented because the Company's management has determined
that they would not be material to investors. The Company's obligations with
respect to the Credit Facility are guaranteed by substantially all of the
domestic subsidiaries of Snapple, Mistic and Cable Car (and those of RC/Arby's
and Royal Crown upon the Redemption). As collateral for such guarantees under
the Credit Facility, all of the stock of Snapple, Mistic and Cable Car and
substantially all of their domestic and 65% of the stock of their directly-owned
foreign subsidiaries are pledged and, upon the Redemption, all of the stock of
RC/Arby's and Royal Crown and substantially all of their domestic and 65% of the
stock of their directly-owned foreign subsidiaries, will be pledged.
 
     The Indenture and the Credit Agreement contain various covenants which (i)
require meeting certain financial amount and ratio tests, (ii) limit, among
other matters (a) the incurrence of indebtedness, (b) the retirement of certain
debt prior to maturity, (c) investments, (d) asset dispositions and (e)
affiliate transactions other than in the normal course of business, and (iii)
restrict the payment of dividends to Triarc Parent. Under the most restrictive
of such covenants, the borrowers would not be able to pay any dividends to
Triarc Parent other than (i) the aforementioned one-time distributions,
including dividends, paid to Triarc Parent in connection with the Refinancing
Transactions and (ii) certain defined amounts in the event of consummation of a
securitization of certain assets of Arby's.
 
     In connection with the Refinancing Transactions, on February 25, 1999 the
Company entered into two (one each with respect to the combined beverage
businesses of TCPG (the 'Triarc Beverage Group') and Arby's) amended management
services agreements (see Note 17 for disclosure concerning the previous
management services agreements) with Triarc Parent. Each of the agreements
provides for a fixed fee plus, commencing January 1, 2000, annual cost of living
adjustments. The fee to the Triarc Beverage Group is to be allocated among the
companies based upon each company's pro rata share of the sum of the greater of
EBITDA and 10% of revenues to the aggregate for the Triarc Beverage Group.
 
                                      F-34
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     The following pro forma data of the Company for 1998 have been prepared by
adjusting the historical data reflected in the accompanying statement of
operations for such year to reflect the effects of the Refinancing Transactions
as if such transactions had been consummated on December 29, 1997. Such pro
forma data are presented for information purposes only and do not purport to be
indicative of the Company's actual results of operations had such transaction
actually been consummated on December 29, 1997 or of the Company's future
results of operations and are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                               AS         PRO
                                                                            REPORTED     FORMA
                                                                            --------    --------
 
<S>                                                                         <C>         <C>
Revenues.................................................................   $815,036    $827,589
Operating profit.........................................................    105,192     106,155
Interest expense.........................................................    (60,235)    (78,436)
Income from continuing operations........................................     29,987      18,478
</TABLE>
 
(21) CONDENSED COMBINING FINANCIAL INFORMATION
 
     The following combining financial statements of the Company, which combine
RC/Arby's, Triarc Beverage Holdings and Cable Car and their subsidiaries on an
'as if pooling' basis (see Note 1), depict, in separate columns, as effective
upon the completion of the Refinancing Transactions and the Redemption, the
parent companies of each of the issuers of the Notes (TCPG and Triarc Beverage
Holdings -- collectively, the 'Parent Companies'), those subsidiaries which are
or will be guarantors, those subsidiaries which are or will be non-guarantors,
elimination adjustments and the combined total.
 
                                      F-35


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
                       CONDENSED COMBINING BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 28, 1997
                                                  ------------------------------------------------------------------
                                                   PARENT                       NON-
                                                  COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                  ---------    ----------    ----------    ------------    ---------
                                                                            (IN THOUSANDS)
<S>                                               <C>          <C>           <C>           <C>             <C>
                    ASSETS
Current assets:
     Cash and cash equivalents.................   $       1    $   33,294     $    947      $  --          $  34,242
     Receivables...............................      --            74,985        1,192         --             76,177
     Inventories...............................      --            55,181        2,213         --             57,394
     Deferred income tax benefit...............      --            47,992       --             --             47,992
     Note receivable from Triarc Companies,
       Inc. ...................................      --             2,000       --             --              2,000
     Prepaid expenses and other current
       assets..................................      --             6,342           56         --              6,398
                                                  ---------    ----------    ----------    ------------    ---------
          Total current assets.................           1       219,794        4,408         --            224,203
Investment in subsidiaries.....................      36,743         6,472       --             (43,215)       --
Investments in affiliates......................      --            25,476       --             --             25,476
Intercompany receivables.......................      --             2,494        1,961          (4,455)       --
Properties.....................................      --            24,085        3,827         --             27,912
Unamortized costs in excess of net assets of
  acquired companies...........................      --           278,986       --             --            278,986
Trademarks.....................................      --           269,201       --             --            269,201
Deferred costs and other assets................      --            28,172           11         --             28,183
                                                  ---------    ----------    ----------    ------------    ---------
                                                  $  36,744    $  854,680     $ 10,207      $  (47,670)    $ 853,961
                                                  ---------    ----------    ----------    ------------    ---------
                                                  ---------    ----------    ----------    ------------    ---------
     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Current portion of long-term debt.........   $  --        $   13,798     $ --          $  --          $  13,798
     Notes payable to affiliates...............      --             1,200       --             --              1,200
     Accounts payable..........................      --            44,302          824         --             45,126
     Accrued expenses..........................      --           110,459          377         --            110,836
     Due to affiliates.........................      --            22,710       --             --             22,710
                                                  ---------    ----------    ----------    ------------    ---------
          Total current liabilities............      --           192,469        1,201         --            193,670
Long-term debt.................................      --           564,114       --             --            564,114
Intercompany payables..........................      --             1,961        2,494          (4,455)       --
Deferred income taxes..........................      --            27,724           40         --             27,764
Deferred income and other liabilities..........      --            31,669       --             --             31,669
Redeemable preferred stock.....................      79,604        --           --             --             79,604
Stockholders' equity (deficit):
     Common stock..............................         852             4          526            (530)          852
     Additional paid-in capital................     137,207       217,659        7,996        (225,655)      137,207
     Accumulated deficit.......................    (180,719)     (180,720)      (1,786)        182,506      (180,719)
     Accumulated other comprehensive deficit...        (200)         (200)        (264)            464          (200)
                                                  ---------    ----------    ----------    ------------    ---------
          Total stockholders' equity
            (deficit)..........................     (42,860)       36,743        6,472         (43,215)      (42,860)
                                                  ---------    ----------    ----------    ------------    ---------
                                                  $  36,744    $  854,680     $ 10,207      $  (47,670)    $ 853,961
                                                  ---------    ----------    ----------    ------------    ---------
                                                  ---------    ----------    ----------    ------------    ---------
</TABLE>
 
                                      F-36
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
<TABLE>
<CAPTION>
                                                                           JANUARY 3, 1999
                                                  ------------------------------------------------------------------
                                                   PARENT                       NON-
                                                  COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                  ---------    ----------    ----------    ------------    ---------
                                                                            (IN THOUSANDS)
<S>                                               <C>          <C>           <C>           <C>             <C>
                    ASSETS
Current assets:
     Cash and cash equivalents.................   $       1    $   71,335     $  1,456      $  --          $  72,792
     Receivables...............................      --            66,078          612         --             66,690
     Inventories...............................      --            45,446        1,315         --             46,761
     Deferred income tax benefit...............      --            18,934       --             --             18,934
     Prepaid expenses and other current
       assets..................................      --             7,232           26         --              7,258
                                                  ---------    ----------    ----------    ------------    ---------
          Total current assets.................           1       209,025        3,409         --            212,435
Investment in subsidiaries.....................      42,865         9,901       --             (52,766)       --
Intercompany receivables.......................      --             1,077        6,067          (7,144)       --
Properties.....................................      --            21,543        3,777         --             25,320
Unamortized costs in excess of net assets of
  acquired companies...........................      --           268,215       --             --            268,215
Trademarks.....................................      --           261,906       --             --            261,906
Deferred costs and other assets................      --            23,082           12         --             23,094
                                                  ---------    ----------    ----------    ------------    ---------
                                                  $  42,866    $  794,749     $ 13,265      $  (59,910)    $ 790,970
                                                  ---------    ----------    ----------    ------------    ---------
                                                  ---------    ----------    ----------    ------------    ---------
     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Current portion of long-term debt.........   $  --        $    9,678     $ --          $  --          $   9,678
     Accounts payable..........................      --            36,463          530         --             36,993
     Accrued expenses..........................      --            79,724        1,724         --             81,448
     Due to affiliates.........................      --            29,082       --             --             29,082
                                                  ---------    ----------    ----------    ------------    ---------
          Total current liabilities............      --           154,947        2,254         --            157,201
Long-term debt.................................      --           560,977       --             --            560,977
Intercompany payables..........................      --             6,067        1,077          (7,144)       --
Deferred income taxes..........................      --             9,140           33         --              9,173
Deferred income and other liabilities..........      --            20,753       --             --             20,753
Redeemable preferred stock.....................      87,587        --           --             --             87,587
Stockholders' equity (deficit):
     Common stock..............................         852             4          526            (530)          852
     Additional paid-in capital................     112,077       197,886        9,533        (207,419)      112,077
     Accumulated deficit.......................    (157,392)     (154,767)         168         154,599      (157,392)
     Accumulated other comprehensive deficit...        (258)         (258)        (326)            584          (258)
                                                  ---------    ----------    ----------    ------------    ---------
          Total stockholders' equity
            (deficit)..........................     (44,721)       42,865        9,901         (52,766)      (44,721)
                                                  ---------    ----------    ----------    ------------    ---------
                                                  $  42,866    $  794,749     $ 13,265      $  (59,910)    $ 790,970
                                                  ---------    ----------    ----------    ------------    ---------
                                                  ---------    ----------    ----------    ------------    ---------
</TABLE>
 
                                      F-37


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
                  CONDENSED COMBINING STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31, 1996
                                                    -----------------------------------------------------------------
                                                     PARENT                       NON-
                                                    COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                    ---------    ----------    ----------    ------------    --------
                                                                             (IN THOUSANDS)
<S>                                                 <C>          <C>           <C>           <C>             <C>
Revenues:
     Net sales...................................   $  --         $532,014      $  8,092       $ --          $540,106
     Royalties, franchise fees and other
       revenues..................................      --           57,571          (242)        --            57,329
                                                    ---------    ----------    ----------    ------------    --------
                                                       --          589,585         7,850         --           597,435
                                                    ---------    ----------    ----------    ------------    --------
 
Costs and expenses:
     Cost of sales, excluding depreciation and
       amortization..............................      --          308,014         6,627         --           314,641
     Advertising, selling and distribution.......      --          135,157           649         --           135,806
     General and administrative..................      --           73,940         1,819         --            75,759
     Depreciation and amortization, excluding
       amortization of deferred financing
       costs.....................................      --           29,453           511         --            29,964
     Facilities relocation and corporate
       restructuring.............................      --            7,800        --             --             7,800
     Reduction in carrying value of long-lived
       assets to be disposed.....................      --           55,945         2,955         --            58,900
                                                    ---------    ----------    ----------    ------------    --------
                                                       --          610,309        12,561         --           622,870
                                                    ---------    ----------    ----------    ------------    --------
          Operating loss.........................      --          (20,724)       (4,711)        --           (25,435)
Interest expense.................................      --          (50,031)       --             --           (50,031)
Other income (expense), net......................      --             (823)        1,293         --               470
Equity in net losses of subsidiaries.............    (51,368)       (3,423)       --             54,791         --
                                                    ---------    ----------    ----------    ------------    --------
          Loss before income taxes...............    (51,368)      (75,001)       (3,418)        54,791       (74,996)
(Provision for) benefit from income taxes........      --           23,633            (5)        --            23,628
                                                    ---------    ----------    ----------    ------------    --------
          Net loss...............................   $(51,368)     $(51,368)     $ (3,423)      $ 54,791      $(51,368)
                                                    ---------    ----------    ----------    ------------    --------
                                                    ---------    ----------    ----------    ------------    --------
</TABLE>
 
                                      F-38


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31, 1997
                                                    -----------------------------------------------------------------
                                                     PARENT                       NON-
                                                    COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                    ---------    ----------    ----------    ------------    --------
                                                                             (IN THOUSANDS)
 
<S>                                                 <C>          <C>           <C>           <C>             <C>
Revenues:
     Net sales...................................   $  --         $614,516      $ 15,105       $ --          $629,621
     Royalties, franchise fees and other
       revenues..................................      --           66,556           (25)        --            66,531
                                                    ---------    ----------    ----------    ------------    --------
                                                       --          681,072        15,080         --           696,152
                                                    ---------    ----------    ----------    ------------    --------
 
Costs and expenses:
     Cost of sales, excluding depreciation and
       amortization..............................      --          323,423         8,794         --           332,217
     Advertising, selling and distribution.......      --          180,383         4,339         --           184,722
     General and administrative..................      --           78,733         2,486         --            81,219
     Depreciation and amortization, excluding
       amortization of deferred financing
       costs.....................................      --           25,219            25         --            25,244
     Acquisition related.........................      --           33,815        --             --            33,815
     Facilities relocation and corporate
       restructuring.............................      --            7,063        --             --             7,063
                                                    ---------    ----------    ----------    ------------    --------
                                                       --          648,636        15,644         --           664,280
                                                    ---------    ----------    ----------    ------------    --------
          Operating profit (loss)................      --           32,436          (564)        --            31,872
Interest expense.................................      --          (58,019)       --             --           (58,019)
Gain on sale of businesses, net..................      --           (3,493)          (20)        --            (3,513)
Other income, net................................      --            4,244         1,288         --             5,532
Equity in net earnings (losses) of
  subsidiaries...................................    (21,940)          292        --             21,648         --
                                                    ---------    ----------    ----------    ------------    --------
          Income (loss) before income taxes and
            extraordinary charge.................    (21,940)      (24,540)          704         21,648       (24,128)
(Provision for) benefit from income taxes........      --            5,554          (412)        --             5,142
                                                    ---------    ----------    ----------    ------------    --------
          Income (loss) before extraordinary
            charge...............................    (21,940)      (18,986)          292         21,648       (18,986)
Extraordinary charge.............................      --           (2,954)       --             --            (2,954)
                                                    ---------    ----------    ----------    ------------    --------
          Net income (loss)......................   $(21,940)     $(21,940)     $    292       $ 21,648      $(21,940)
                                                    ---------    ----------    ----------    ------------    --------
                                                    ---------    ----------    ----------    ------------    --------
</TABLE>
 
                                      F-39
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED JANUARY 3, 1999
                                                    -----------------------------------------------------------------
                                                     PARENT                       NON-
                                                    COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                    ---------    ----------    ----------    ------------    --------
                                                                             (IN THOUSANDS)
<S>                                                 <C>          <C>           <C>           <C>             <C>
Revenues:
     Net sales...................................    $ --         $719,116      $ 16,320       $ --          $735,436
     Royalties, franchise fees and other
       revenues..................................      --           79,599             1         --            79,600
                                                    ---------    ----------    ----------    ------------    --------
                                                       --          798,715        16,321         --           815,036
                                                    ---------    ----------    ----------    ------------    --------
 
Costs and expenses:
     Cost of sales, excluding depreciation and
       amortization..............................      --          380,025        10,858         --           390,883
     Advertising, selling and distribution.......      --          195,028         2,037         --           197,065
     General and administrative..................      --           87,876         1,212         --            89,088
     Depreciation and amortization, excluding
       amortization of deferred financing
       costs.....................................      --           32,765            43         --            32,808
                                                    ---------    ----------    ----------    ------------    --------
                                                       --          695,694        14,150         --           709,844
                                                    ---------    ----------    ----------    ------------    --------
          Operating profit.......................      --          103,021         2,171         --           105,192
Interest expense.................................      --          (60,235)       --             --           (60,235)
Gain on sale of businesses, net..................      --            5,016        --             --             5,016
Other income, net................................      --            4,244         1,054         --             5,298
Equity in net earnings of subsidiaries...........     29,987         1,988        --            (31,975)        --
                                                    ---------    ----------    ----------    ------------    --------
          Income before income taxes.............     29,987        54,034         3,225        (31,975)       55,271
Provision for income taxes.......................      --          (24,047)       (1,237)        --           (25,284)
                                                    ---------    ----------    ----------    ------------    --------
          Net income.............................    $29,987      $ 29,987      $  1,988       $(31,975)     $ 29,987
                                                    ---------    ----------    ----------    ------------    --------
                                                    ---------    ----------    ----------    ------------    --------
</TABLE>
 
                                      F-40


<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
                  CONDENSED COMBINING STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31, 1996
                                                    -----------------------------------------------------------------
                                                     PARENT                       NON-
                                                    COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                    ---------    ----------    ----------    ------------    --------
                                                                             (IN THOUSANDS)
<S>                                                 <C>          <C>           <C>           <C>             <C>
Net cash provided by (used in) operating
  activities.....................................    $ --         $ 11,842      $   (517)       $--          $11,325
                                                    ---------    ----------    ----------    ------------    --------
Cash flows from investing activities:
     Capital expenditures........................      --          (17,104)           (9)       --           (17,113)
     Business acquisitions.......................      --           (1,972)       --            --            (1,972)
     Proceeds from sales of properties...........      --            1,413        --            --             1,413
     Other.......................................      --             (356)       --            --              (356)
                                                    ---------    ----------    ----------    ------------    --------
Net cash used in investing activities............      --          (18,019)           (9)       --           (18,028)
                                                    ---------    ----------    ----------    ------------    --------
Cash flows from financing activities:
     Proceeds from long-term debt................      --           12,476        --            --            12,476
     Repayments of long-term debt................      --          (11,453)       --            --           (11,453)
     Capital contribution........................      --           (3,981)        3,981        --             --
     Net borrowings from (repayments to)
       affiliates................................      --            6,593        (2,903)       --             3,690
     Deferred financing costs....................      --             (325)       --            --              (325)
                                                    ---------    ----------    ----------    ------------    --------
Net cash provided by financing activities........      --            3,310         1,078        --             4,388
                                                    ---------    ----------    ----------    ------------    --------
Net increase (decrease) in cash and cash
  equivalents....................................      --           (2,867)          552        --            (2,315)
Cash and cash equivalents at beginning of year...      --            9,090           795        --             9,885
                                                    ---------    ----------    ----------    ------------    --------
Cash and cash equivalents at end of year.........    $ --         $  6,223      $  1,347        $--          $ 7,570
                                                    ---------    ----------    ----------    ------------    --------
                                                    ---------    ----------    ----------    ------------    --------
</TABLE>
 
                                      F-41
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 28, 1997
                                                   ------------------------------------------------------------------
                                                    PARENT                       NON-
                                                   COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                   ---------    ----------    ----------    ------------    ---------
                                                                             (IN THOUSANDS)
<S>                                                <C>          <C>           <C>           <C>             <C>
Net cash provided by (used in) operating
  activities....................................   $  --        $   40,176      $  (26)        $--          $  40,150
                                                   ---------    ----------    ----------    ------------    ---------
Cash flows from investing activities:
     Acquisition of Snapple Beverage Corp.......    (75,000)      (236,915)      --            --            (311,915)
     Other business acquisitions, net of cash
       acquired of $2,409,000...................      --             2,409       --            --               2,409
     Capital expenditures.......................      --            (4,204)      --            --              (4,204)
     Proceeds from sales of properties and
       businesses...............................      --             3,529       --            --               3,529
     Other......................................      --              (158)      --            --                (158)
                                                   ---------    ----------    ----------    ------------    ---------
Net cash used in investing activities...........    (75,000)      (235,339)      --            --            (310,339)
                                                   ---------    ----------    ----------    ------------    ---------
Cash flows from financing activities:
     Proceeds from long-term debt...............      --           303,400       --            --             303,400
     Repayments of long-term debt...............      --           (79,901)      --            --             (79,901)
     Proceeds from issuance of common stock.....          1         --           --            --                   1
     Proceeds from issuance of redeemable
       preferred stock..........................     75,000         --           --            --              75,000
     Capital contribution.......................      --             6,211       --            --               6,211
     Net borrowings from (repayments to)
       affiliates...............................      --             3,909        (374)        --               3,535
     Deferred financing costs...................      --           (11,385)      --            --             (11,385)
                                                   ---------    ----------    ----------    ------------    ---------
Net cash provided by (used in) financing
  activities....................................     75,001        222,234        (374)        --             296,861
                                                   ---------    ----------    ----------    ------------    ---------
Net increase (decrease) in cash and cash
  equivalents...................................          1         27,071        (400)        --              26,672
Cash and cash equivalents at beginning of
  year..........................................      --             6,223       1,347         --               7,570
                                                   ---------    ----------    ----------    ------------    ---------
Cash and cash equivalents at end of year........   $      1     $   33,294      $  947         $--          $  34,242
                                                   ---------    ----------    ----------    ------------    ---------
                                                   ---------    ----------    ----------    ------------    ---------
</TABLE>
 
                                      F-42
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED JANUARY 3, 1999
                                                    -----------------------------------------------------------------
                                                     PARENT                       NON-
                                                    COMPANIES    GUARANTORS    GUARANTORS    ELIMINATIONS    COMBINED
                                                    ---------    ----------    ----------    ------------    --------
                                                                             (IN THOUSANDS)
<S>                                                 <C>          <C>           <C>           <C>             <C>
Net cash provided by operating activities........     $--         $ 58,680       $  381         $--          $59,061
                                                    ---------    ----------    ----------    ------------    --------
Cash flows from investing activities:
     Proceeds from sale of investment in Select
       Beverages.................................     --            28,342        --            --            28,342
     Proceeds from sales of properties...........     --             1,538        --            --             1,538
     Capital expenditures........................     --           (11,107)       --            --           (11,107) 
     Business acquisition........................     --            (3,000)       --            --            (3,000) 
     Other.......................................     --                41        --            --                41
                                                    ---------    ----------    ----------    ------------    --------
Net cash provided by investing activities........     --            15,814        --            --            15,814
                                                    ---------    ----------    ----------    ------------    --------
Cash flows from financing activities:
     Dividends...................................     --           (23,556)       --            --           (23,556) 
     Repayments of long-term debt................     --           (14,158)       --            --           (14,158) 
     Net borrowings from affiliates..............     --             1,261          128         --             1,389
                                                    ---------    ----------    ----------    ------------    --------
Net cash provided by (used in) financing
  activities.....................................     --           (36,453)         128         --           (36,325) 
                                                    ---------    ----------    ----------    ------------    --------
Net increase in cash and cash equivalents........     --            38,041          509         --            38,550
Cash and cash equivalents at beginning of year...         1         33,294          947         --            34,242
                                                    ---------    ----------    ----------    ------------    --------
Cash and cash equivalents at end of year.........     $   1       $ 71,335       $1,456         $--          $72,792
                                                    ---------    ----------    ----------    ------------    --------
                                                    ---------    ----------    ----------    ------------    --------
</TABLE>
 
(22) SUMMARIZED FINANCIAL INFORMATION OF CO-ISSUER OF THE NOTES
 
     Summarized balance sheet information as of December 28, 1997 and January 3,
1999 and statement of operations information for the years ended December 31,
1996, December 28, 1997 and January 3, 1999 is being presented for the co-issuer
of the Notes, Triarc Beverage Holdings. As set forth in Note 1, Triarc Beverage
Holdings did not commence operations until May 22, 1997 when Triarc Parent
contributed Mistic to it and Triarc Beverage Holdings acquired Snapple. The
financial information from January 1, 1996 to May 22, 1997 is that of Mistic,
which Triarc Parent had acquired on August 9, 1995 as the predecessor company to
Triarc Beverage Holdings. The Mistic information has been derived and condensed,
as applicable, from the audited financial statements of Mistic not included
herein. Such information for Triarc Beverage Holdings is as follows (in
thousands):
 
                                      F-43
 

<PAGE>

<PAGE>
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
<TABLE>
<CAPTION>
                                                                                DECEMBER 28,    JANUARY 1,
                                                                                    1997           1999
                                                                                ------------    ----------
<S>                                                                             <C>             <C>
BALANCE SHEET INFORMATION
     Current assets..........................................................     $131,779       $ 128,497
     Unamortized costs in excess of net assets of acquired companies.........       99,297          95,155
     Trademarks..............................................................      253,236         243,530
     Other assets............................................................       57,242          25,829
                                                                                ------------    ----------
                                                                                  $541,554       $ 493,011
                                                                                ------------    ----------
                                                                                ------------    ----------
 
     Current liabilities.....................................................     $115,857       $  93,213
     Long-term debt..........................................................      284,373         282,951
     Other liabilities.......................................................       58,259          36,316
     Redeemable preferred stock..............................................       79,604          87,587
     Stockholder's equity (deficit)..........................................        3,461          (7,056)
                                                                                ------------    ----------
                                                                                  $541,554       $ 493,011
                                                                                ------------    ----------
                                                                                ------------    ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED
                                                              -------------------------------------------
                                                              DECEMBER 31,    DECEMBER 28,     JANUARY 3,
                                                                  1996            1997            1999
                                                              ------------    ------------     ----------
<S>                                                           <C>             <C>              <C>
STATEMENT OF OPERATIONS INFORMATION
     Revenues..............................................     $131,083        $407,499        $ 582,862
     Operating income (loss)...............................        6,148          (8,189)(a)       54,961
     Income (loss) before extraordinary charge.............         (810)        (18,452)          18,741
     Net income (loss).....................................         (810)        (19,606)          18,741
</TABLE>
 
------------
 
 (a) Reflects acquisition related costs of $33,815,000 for the year ended
     December 28, 1997 (see Note 11).
 
(23) EVENTS SUBSEQUENT TO MARCH 26, 1999
 
REDEMPTION OF 9 3/4% SENIOR NOTES
 
     The intended Redemption of the $275,000,000 of borrowings under the 9 3/4%
Senior Notes discussed in Note 20 took place on March 30, 1999 as expected.
 
REVISION TO TAX-SHARING AGREEMENT
 
     As discussed in Note 8, subsequent to January 3, 1999 the Company entered
into a revised tax-sharing agreement with Triarc Parent pursuant to which the
Company would not have received benefit for certain deferred tax assets
consisting of NOL's and excess Federal income tax payments recorded in
accordance with the prior tax-sharing agreement. The write-off of such deferred
tax assets would have caused a default under the Minimum Net Worth Covenant.
Such Minimum Net Worth Covenant inadvertently did not provide for the write-off
of such deferred tax assets. Accordingly, on April 23, 1999 the tax-sharing
agreement was amended further to provide that the Company would be entitled to
the benefits associated with the NOL's and the Federal income tax prepayments to
the extent necessary to avoid non-compliance with the Minimum Net Worth
Covenant; however, any such benefit would be due to Triarc Parent at such time
as, and to the extent that, the write-off of such deferred tax assets would not
cause a default under the Minimum Net Worth Covenant.
 
                                      F-44


<PAGE>

<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
THE QUAKER OATS COMPANY:
 
     We have audited the accompanying combined statements of certain revenues
and operating expenses (as described in Note 2) of the Snapple Beverage Business
(the 'Snapple Business' as described in Note 1) of The Quaker Oats Company for
the year ended December 31, 1996 and the four month and twenty-two day period
ended May 22, 1997. These statements are the responsibility of the Snapple
Business' management. Our responsibility is to express an opinion on these
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.
 
     The statements have been prepared pursuant to the Stock Purchase Agreement
between The Quaker Oats Company and Triarc Companies, Inc. dated March 27, 1997,
as amended (described in Note 1), and are not intended to be a complete
presentation of the revenues and operating expenses on a stand-alone basis of
the Snapple Business of The Quaker Oats Company.
 
     In our opinion, the statements referred to above present fairly, in all
material respects, certain revenues and operating expenses of the Snapple
Business for the year ended December 31, 1996 and the four month and twenty-two
day period ended May 22, 1997, in conformity with generally accepted accounting
principles.
 
                                          ARTHUR ANDERSEN LLP
 
Chicago, Illinois,
September 11, 1997
 
                                      F-45
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
         COMBINED STATEMENTS OF CERTAIN REVENUES AND OPERATING EXPENSES
 
<TABLE>
<CAPTION>
                                                                                       TWELVE        FOUR MONTHS
                                                                                       MONTHS       AND TWENTY-TWO
                                                                                       ENDED          DAYS ENDED
                                                                                    DECEMBER 31,       MAY 22,
                                                                                        1996             1997
                                                                                    ------------    --------------
                                                                                            (IN THOUSANDS)
<S>                                                                                 <C>             <C>
Net sales........................................................................    $  550,800      $    172,500
Cost of goods sold...............................................................       352,900           100,700
                                                                                    ------------    --------------
     Gross profit................................................................       197,900            71,800
                                                                                    ------------    --------------
Advertising and merchandising....................................................       145,800            44,200
Marketing and selling............................................................        42,600            14,500
Amortization of intangibles......................................................        54,200            13,500
Other general and administrative expenses........................................        39,700            14,700
                                                                                    ------------    --------------
     Total selling, general and administrative expenses..........................       282,300            86,900
Loss on assets held for sale.....................................................       --              1,414,600
Restructuring charges............................................................        16,600          --
                                                                                    ------------    --------------
Loss before interest and income taxes............................................    $ (101,000)     $ (1,429,700)
                                                                                    ------------    --------------
                                                                                    ------------    --------------
</TABLE>
 
     The accompanying notes to the combined statements of certain revenues
        and operating expenses are an integral part of these statements.
 
                                      F-46
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
                        NOTES TO THE COMBINED STATEMENTS
                   OF CERTAIN REVENUES AND OPERATING EXPENSES
 
(1) PRINCIPLES OF COMBINATION
 
     The combined statements reflect certain revenues and operating expenses of
the Snapple Beverage Business (Snapple Business) of The Quaker Oats Company. The
Snapple Business is engaged in the production, marketing and distribution of
beverages under the Snapple trademark and related trademarks and trade names
through Snapple Beverage Corp. (Snapple) and its subsidiaries, as well as
through The Quaker Oats Company (Quaker), a New Jersey corporation, and certain
affiliates of Quaker. Snapple, a Delaware corporation, is a wholly-owned
subsidiary of Quaker. Refer to Note 2, 'Basis of Presentation,' for further
discussion regarding the presentation of the financial statements. The Snapple
Business has U.S. and international operations. All significant intercompany
transactions have been eliminated.
 
     On December 6, 1994, Quaker purchased Snapple for a tender-offer price of
$1.7 billion. The acquisition was accounted for as a purchase and the results of
the Snapple Business were included in Quaker's consolidated financial statements
from the acquisition date through the divestiture date.
 
     On May 22, 1997, Quaker completed the sale of 100 percent of the shares of
Snapple to Triarc Companies, Inc. (Triarc), a Delaware corporation located in
New York, New York, for $300 million, subject to certain adjustments. In
addition, certain other assets and liabilities related to the Snapple Business
were transferred to Triarc or its affiliates.
 
(2) BASIS OF PRESENTATION
 
     The financial statements have been prepared as of the close of business on
May 22, 1997, pursuant to the terms of the Stock Purchase Agreement (Agreement)
between Quaker and Triarc. These financial statements include certain revenues
and operating expenses for the twelve months ended December 31, 1996 and for the
four month and twenty-two day period ended May 22, 1997. In the opinion of
management, these financial statements include all adjustments necessary to
present fairly the combined statements of certain revenues and operating
expenses for the year ended December 31, 1996 and the four months and twenty-two
days ended May 22, 1997. All adjustments made have been of a normal recurring
nature. The statement of certain revenues and operating expenses for the four
months and twenty-two days ended May 22, 1997 is not indicative of operating
results for an entire year. In addition, the Snapple Business was not separately
accounted for as a business segment of Quaker as it was operated as a product
line of Quaker's beverages business. Line of business reporting for the Snapple
Business prepared for managerial purposes contained allocations of the expenses
of Quaker's beverages business including supply chain (procurement, production
and quality control), human resource, finance and accounting functions. In
addition, certain other expenses were allocated to the Snapple Business
including certain research and development, information services, human
resource, finance, legal and administrative functions that were performed on a
company-wide basis for the benefit of all operating businesses of Quaker,
including the beverages business. As a result, the distinct and separate
accounts necessary to present complete separate statements of operations of the
Snapple Business have not been maintained by Quaker since Snapple was acquired.
 
     As a result of the relationship between Snapple and Quaker, the results of
operations are not indicative of the results of the Snapple Business had it been
a stand-alone entity. Additionally, these financial statements are not
indicative of the future results of operations of the Snapple Business. No
activity of the Snapple Business or decisions made by Triarc subsequent to May
22, 1997 have been reflected in these financial statements.
 
                                      F-47
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
                        NOTES TO THE COMBINED STATEMENTS
           OF CERTAIN REVENUES AND OPERATING EXPENSES -- (CONTINUED)
 
COMBINED STATEMENTS OF CERTAIN REVENUES AND OPERATING EXPENSES
 
     The Combined Statements of Certain Revenues and Operating Expenses reflect
the sales and substantially all of the costs of operating the Snapple Business
in the normal and ordinary course. These costs include direct expenses and
certain shared expenses incurred by Quaker on behalf of the Snapple Business.
Management believes that the methods of allocating shared expenses to the
Snapple Business are reasonable and approximate the costs of actual services
provided. Refer to Note 6, 'Supplementary Expense Information,' for further
discussion. Interest and income taxes are excluded.
 
ESTIMATES AND ASSUMPTIONS
 
     The preparation of the financial statements in conformity with Generally
Accepted Accounting Principles (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from these estimates.
 
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
COMMODITY OPTIONS AND FUTURES
 
     Commodity options and futures contracts were used in the management of
commodity price exposures. Realized and unrealized gains and losses on commodity
options and futures contracts that hedged commodity price exposures were
deferred and subsequently included in the cost of goods sold as the finished
goods inventory was sold.
 
INTANGIBLES
 
     Intangible assets consist of goodwill, trademarks, proprietary formulas and
distribution network/rights. Intangible assets are amortized on a straight-line
basis over the amortization periods indicated in the following table:
 
<TABLE>
<CAPTION>
                                                                                           AMORTIZATION
                                                                                              PERIOD
                                                                                            (IN YEARS)
                                                                                           ------------
 
<S>                                                                                        <C>
Goodwill................................................................................       30-40
Trademark -- Snapple....................................................................          40
Trademark -- Made From The Best Stuff on Earth..........................................           7
Proprietary formulas....................................................................          15
Distribution network/rights.............................................................       10-30
</TABLE>
 
PROPERTY AND DEPRECIATION
 
     Capital leases and leasehold improvements and machinery and equipment were
reported at cost and depreciated on a straight-line basis over the estimated
useful lives. Useful lives were 3 to 12 years for machinery and equipment.
Depreciation expense for the year ended December 31, 1996 and for the four
months and twenty-two days ended May 22, 1997 was $5.6 million and $2.4 million,
respectively.
 
ADVERTISING COSTS
 
     In accordance with Statement of Position No. 93-7, 'Reporting on
Advertising Costs,' the Snapple Business expensed all advertising expenses as
incurred except for production costs which are deferred
 
                                      F-48
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
                        NOTES TO THE COMBINED STATEMENTS
           OF CERTAIN REVENUES AND OPERATING EXPENSES -- (CONTINUED)
 
and expensed when advertisements air for the first time. The amounts of
production costs deferred at December 31, 1996 and May 22, 1997, were not
significant.
 
FOREIGN CURRENCY TRANSLATION
 
     Income and expenses of the international operations of the Snapple Business
were translated at average rates for the periods presented. Translation gains
and losses were not material for the periods presented.
 
(4) LOSS ON ASSETS HELD FOR SALE
 
     On March 27, 1997, Quaker entered into an agreement to sell the Snapple
Business to Triarc. Under the provisions of FASB Statement No. 121, 'Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of,' the Snapple Business was then considered an asset held for sale and, as
such, the carrying value of Quaker's basis in the Snapple Business was reduced
to fair market value. The fair market value used in determining the impairment
loss was based on the sale price of $300 million. Accordingly, a pretax
impairment loss of $1.4 billion was recorded and a valuation reserve for the
write-down of the excess carrying value over fair market value was established
in the first quarter of 1997. Upon the Snapple sale completion on May 22, 1997,
an additional pretax loss of $10.6 million was realized and an additional
valuation reserve was established in the second quarter of 1997. This additional
loss, combined with the previously recorded impairment loss in the first quarter
of 1997, resulted in a total pretax loss of $1.41 billion.
 
     Snapple long-lived assets, including intangible assets, were evaluated as
of December 31, 1996, pursuant to the provisions of Financial Accounting
Standards Board (FASB) Statement No. 121, 'Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.' Estimated
undiscounted future cash flows were compared to the carrying value of Snapple
long-lived assets, including intangible assets. As the estimated undiscounted
future cash flows exceeded the carrying value of long-lived assets, an
impairment loss was not required or permitted to be recognized at December 31,
1996.
 
(5) RESTRUCTURING CHARGES
 
     In September 1996, the Snapple Business recorded a restructuring charge of
$16.6 million related to a change in how Snapple beverages are sold in certain
Texas markets. Estimated savings from this restructuring action of about $2
million annually beginning in 1997, of which approximately 90 percent in cash,
were consistent with expectations.
 
     The restructuring charges and utilization to date are as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                                     AS OF
                                                                   AMOUNTS CHARGED               MAY 22, 1997
                                                            -----------------------------    ---------------------
                                                                        NON-                  AMOUNT     REMAINING
                                                             CASH       CASH       TOTAL     UTILIZED     RESERVE
                                                            -------    -------    -------    --------    ---------
 
<S>                                                         <C>        <C>        <C>        <C>         <C>
Severance and termination benefits.......................   $   500    $ --       $   500    $    500     $ --
Asset write-offs.........................................     --        13,700     13,700      13,700       --
Loss on lease and other..................................     2,400      --         2,400       2,400       --
                                                            -------    -------    -------    --------    ---------
          Total..........................................   $ 2,900    $13,700    $16,600    $ 16,600     $ --
                                                            -------    -------    -------    --------    ---------
                                                            -------    -------    -------    --------    ---------
</TABLE>
 
                                      F-49
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
                        NOTES TO THE COMBINED STATEMENTS
           OF CERTAIN REVENUES AND OPERATING EXPENSES -- (CONTINUED)
 
(6) SUPPLEMENTARY EXPENSE INFORMATION
 
     The Snapple Business conducted its operations as an integrated component of
Quaker's beverages business. Certain shared operating and general and
administrative expenses were allocated to the Snapple Business by Quaker.
Management believes that the methods used for allocating these expenses were
reasonable.
 
     Selling, general and administrative expenses were as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                       TWELVE
                                                                                       MONTHS        FOUR MONTHS
                                                                                       ENDED        AND TWENTY-TWO
                                                                                    DECEMBER 31,      DAYS ENDED
                                                                                        1996         MAY 22, 1997
                                                                                    ------------    --------------
 
<S>                                                                                 <C>             <C>
Advertising and merchandising....................................................     $145,800         $ 44,200
Selling and marketing(a)(b)......................................................       42,600           14,500
Amortization of intangibles......................................................       54,200           13,500
Other general and administrative expenses(a)(b)(c)...............................       39,700           14,700
                                                                                    ------------    --------------
          Total selling, general and administrative expenses.....................     $282,300         $ 86,900
                                                                                    ------------    --------------
                                                                                    ------------    --------------
</TABLE>
 
------------
 
 (a) Shared Operating Expenses -- Quaker allocated a portion of shared operating
     expenses including broker selling expenses, certain other marketing
     expenses, certain other product research expenses, and certain other
     general and administrative services to the Snapple Business. These expenses
     were allocated to the Snapple Business on a basis that approximates actual
     costs of services provided as determined by various measures. The Snapple
     Business also participated in Quaker's consolidated insurance and risk
     management programs for property and casualty insurance. The Snapple
     Business was directly charged for related insurance costs.
 
 (b) Employees -- Certain employees of the Snapple Business were employed by
     Quaker and their compensation was paid by Quaker. These employees also
     participated in certain Quaker employee benefit plans. The Snapple Business
     was directly charged for actual salary costs and allocated fringe benefit
     costs. The allocated fringe benefit costs were allocated based on actual
     salary costs. Employees who were primarily employed in the Snapple Business
     on May 22, 1997, other than certain nontransferred employees as provided in
     the Agreement, were transferred to Triarc on the date of sale.
 
 (c) Corporate Overhead Allocations -- Quaker provided certain corporate general
     and administrative services to the Snapple Business including human
     resources, legal, finance, facility management and utilities. These
     expenses were allocated to the Snapple Business on a basis that
     approximates actual services provided as determined by various measures.
 
                                      F-50
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
                        NOTES TO THE COMBINED STATEMENTS
           OF CERTAIN REVENUES AND OPERATING EXPENSES -- (CONTINUED)
 
(7) SELECTED CASH FLOW INFORMATION
 
     Due to the relationship between the Snapple Business and Quaker and the
basis of presentation of the financial statements contained herein (refer to
Note 2, 'Basis of Presentation'), the selected cash flow information presented
below is not indicative of what the cash flows of the Snapple Business would
have been if it had been a stand-alone entity or indicative of future cash flows
of the Snapple Business (in thousands).
 
<TABLE>
<CAPTION>
                                                                                                     FOUR MONTHS
                                                                                                    AND TWENTY-TWO
                                                                                  YEAR ENDED          DAYS ENDED
                                                                               DECEMBER 31, 1996     MAY 22, 1997
                                                                               -----------------    --------------
 
<S>                                                                            <C>                  <C>
Cash used in operating activities(a)........................................       $ (29,000)          $(25,900)
Cash used in investing activities(b)........................................          (9,200)            (1,900)
Cash provided by financing activities(c)....................................          37,300             23,400
                                                                               -----------------    --------------
Net decrease in cash and cash equivalents...................................       $    (900)          $ (4,400)
                                                                               -----------------    --------------
                                                                               -----------------    --------------
</TABLE>
 
------------
 
 (a) Operating Activities -- Cash used in operating activities for the twelve
     months ended December 31, 1996 was primarily comprised of the net loss
     before interest and income taxes, adjusted for depreciation, amortization
     and the restructuring charge, and a decrease in accrued liabilities, partly
     offset by decreases in trade accounts receivable and inventory of
     approximately $21 million and $11 million, respectively.
 
     Cash used in operating activities for the four months and twenty-two days
     ended May 22, 1997, was primarily comprised of increases in trade accounts
     receivable and inventory of approximately $19 million and $8 million,
     respectively, and a decrease in accrued liabilities of approximately $15
     million, partly offset by an increase in trade accounts payable of
     approximately $11 million.
 
 (b) Investing Activities -- The principal component of cash used in investing
     activities is capital expenditures related to machinery and equipment.
 
 (c) Financing Activities -- Cash advances made by Quaker to cover operating
     expenses and capital requirements of the Snapple Business are the principal
     component of cash provided by financing activities.
 
(8) FINANCIAL INSTRUMENTS
 
     Financial instruments were primarily used to reduce the impact of commodity
price fluctuations. The main financial instruments used were commodity options
and futures contracts.
 
     The commodity hedge instruments were used to reduce the risk that raw
material purchases would be adversely affected as commodity prices changed.
While the hedge instruments were subject to the risk of loss from decreasing
commodity prices, any losses would be generally offset by reduced costs of the
purchases being hedged. Quaker, acting on behalf of the Snapple Business, did
not trade these instruments with the objective of earning financial gains on the
commodity price fluctuations, nor did it trade in commodities for which there
were no underlying exposures. Quaker's management believes that its use of
financial instruments to reduce the effects of commodity price fluctuations was
in the best interest of the Snapple Business.
 
     Primarily purchases of corn sweetener were hedged for the Snapple Business.
For the twelve months ended December 31, 1996 and the four months and twenty-two
days ended May 22, 1997, approximately $21.0 million and $5.3 million,
respectively, of the cost of goods sold was in hedged corn sweetener. Quaker's
strategy is typically to hedge certain production requirements for various
periods
 
                                      F-51
 

<PAGE>

<PAGE>
                          SNAPPLE BEVERAGE BUSINESS OF
                            THE QUAKER OATS COMPANY
                        NOTES TO THE COMBINED STATEMENTS
           OF CERTAIN REVENUES AND OPERATING EXPENSES -- (CONTINUED)
 
up to 12 months. As of December 31, 1996, approximately 39 percent of hedgeable
production requirements for the next 12 months were hedged. During 1997, Quaker,
on behalf of the Snapple Business, entered into an agreement with its corn
sweetener supplier that effectively hedged production requirements by
establishing a pricing cap for 1997 purchases. Subsequent to the agreement,
Quaker closed out of its positions in commodity hedge instruments. Deferred
realized losses related to commodity options and futures contracts were
immaterial as of May 22, 1997. No realized gains or losses related to commodity
options and futures contracts were deferred as of December 31, 1996. The
realized (loss) gain included in cost of goods sold for the twelve months ended
December 31, 1996, and the four months and twenty-two days ended May 22, 1997,
were $2.1 million and $(0.1) million, respectively. The unrealized loss on open
commodity instruments as of December 31, 1996, based on quotes from brokers, was
$0.9 million. No open commodity instruments were outstanding as of May 22, 1997.
 
(9) COPACKER CONTRACT LIABILITIES
 
     The Snapple Business has entered into long-term agreements with certain
copackers (contract manufacturers). These arrangements require the Snapple
Business to purchase minimum volumes over various determined time periods
through 2000. Inventory product costs under these arrangements include a
case-rate packing fee plus a fixed fee, if any, that is incurred if the minimum
volume is not met. At May 22, 1997, an accrual of $1.2 million was established
for fixed fees incurred in 1997. At December 31, 1996, an accrual of $6.4
million was established for fixed fees incurred in 1996. In conjunction with a
1995 restructuring charge, an accrual was established for fixed fees for certain
agreements where it was anticipated that production capacity would not be used
through the duration of the agreements. The accrual balance related to these
fixed fees at December 31, 1996, was $12.0 million. Based on forecasted volumes
and margins, no other minimum volume fees have been accrued as of December 31,
1996. Changes in assumptions, as well as actual experience, could cause these
estimates to change.
 
(10) LITIGATION AND CLAIMS
 
     The Snapple Business is a party to a number of lawsuits and claims, which
have been vigorously defended. Such matters arise out of the normal course of
business and other issues. Certain of these actions seek damages in large
amounts. While the results of litigation cannot be predicted with certainty, it
is believed that the final outcome of such litigation will not have a material
adverse effect on the consolidated financial position or results of operations
of the Snapple Business. Changes in assumptions, as well as actual experience,
could cause these estimates to change.
 
                                      F-52
 

<PAGE>

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Stockholder of
Triarc Beverage Holdings Corp.
White Plains, New York
 
     We have audited the accompanying consolidated balance sheets of Triarc
Beverage Holdings Corp. and subsidiaries (the 'Company') as of January 3, 1999
and December 28, 1997, and the related consolidated statements of operations,
stockholder's equity (deficit) and cash flows for each of the three fiscal years
in the period ended January 3, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 at January 3, 1999
and December 28, 1997, and the results of their operations and their cash flows
for each of the three fiscal years in the period ended January 3, 1999 in
conformity with generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
New York, New York
March 26, 1999
(April 23, 1999 as to Note 19)
 
                                      F-53


<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                          DECEMBER 28,    JANUARY 3,
                                                                                              1997           1999
                                                                                          ------------    ----------
<S>                                                                                       <C>             <C>
                                        ASSETS
Current assets:
     Cash (including cash equivalents of $19,449 and $32,955)..........................     $ 22,296       $  39,410
     Receivables (Note 4)..............................................................       39,469          35,730
     Inventories (Note 4)..............................................................       42,011          38,397
     Deferred income tax benefit (Note 8)..............................................       25,868          10,914
     Due from affiliates...............................................................       --               1,083
     Prepaid expenses and other current assets.........................................        2,135           2,963
                                                                                          ------------    ----------
          Total current assets.........................................................      131,779         128,497
Investments in affiliates (Note 5).....................................................       25,476          --
Properties (Note 4)....................................................................       18,932          15,823
Unamortized costs in excess of net assets of acquired companies
  (Note 4).............................................................................       99,297          95,155
Trademarks (Note 4)....................................................................      253,236         243,530
Deferred costs and other assets (Note 4)...............................................       12,834          10,006
                                                                                          ------------    ----------
                                                                                            $541,554       $ 493,011
                                                                                          ------------    ----------
                                                                                          ------------    ----------
                         LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
     Current portion of long-term debt (Notes 6, 7 and 18).............................     $ 12,377       $   8,338
     Accounts payable..................................................................       30,586          32,889
     Accrued expenses (Note 4).........................................................       57,894          33,615
     Due to parent (Note 16)...........................................................       15,000          18,371
                                                                                          ------------    ----------
          Total current liabilities....................................................      115,857          93,213
Long-term debt (Notes 6, 7 and 18).....................................................      284,373         282,951
Deferred income taxes (Note 8).........................................................       45,222          32,764
Other liabilities......................................................................       13,037           3,552
Redeemable preferred stock (Note 9)....................................................       79,604          87,587
Commitments and contingencies (Notes 8, 15 and 17)
Stockholder's equity (deficit) (Notes 10 and 18):
     Common stock, $1.00 par value; authorized 2,000,000 shares, issued and outstanding
      850,000 shares...................................................................          850             850
     Additional paid-in capital........................................................       22,671          --
     Accumulated deficit...............................................................      (20,116)         (7,943)
     Accumulated other comprehensive income............................................           56              37
                                                                                          ------------    ----------
          Total stockholder's equity (deficit).........................................        3,461          (7,056)
                                                                                          ------------    ----------
                                                                                            $541,554       $ 493,011
                                                                                          ------------    ----------
                                                                                          ------------    ----------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-54
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                          ------------------------------------------
                                                                          DECEMBER 31,    DECEMBER 28,    JANUARY 3,
                                                                              1996            1997           1999
                                                                          ------------    ------------    ----------
 
<S>                                                                       <C>             <C>             <C>
Net revenues...........................................................     $131,083        $407,499       $ 582,862
                                                                          ------------    ------------    ----------
Costs and expenses:
     Cost of sales, excluding depreciation and amortization............       80,342         239,000         342,107
     Advertising, selling and distribution (Note 1)....................       28,016         100,037         130,115
     General and administrative........................................        7,894          28,076          35,635
     Depreciation and amortization, excluding amortization of deferred
       financing costs.................................................        7,233          16,106          20,044
     Acquisition related (Note 11).....................................       --              32,440          --
     Facilities relocation and corporate restructuring
       (Note 12).......................................................        1,450              29          --
                                                                          ------------    ------------    ----------
                                                                             124,935         415,688         527,901
                                                                          ------------    ------------    ----------
          Operating profit (loss)......................................        6,148          (8,189)         54,961
Interest expense.......................................................       (7,148)        (22,270)        (28,587)
Gain on sale of business (Note 5)......................................       --              --               4,702
Other income (expense), net............................................          (92)          2,080           1,356
                                                                          ------------    ------------    ----------
     Income (loss) before income taxes and extraordinary charge........       (1,092)        (28,379)         32,432
(Provision for) benefit from income taxes (Note 8).....................          282           9,927         (13,691)
                                                                          ------------    ------------    ----------
     Income (loss) before extraordinary charge.........................         (810)        (18,452)         18,741
Extraordinary charge (Note 13).........................................       --              (1,154)         --
                                                                          ------------    ------------    ----------
     Net income (loss).................................................     $   (810)       $(19,606)      $  18,741
                                                                          ------------    ------------    ----------
                                                                          ------------    ------------    ----------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-55


<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                        (IN THOUSANDS EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                            COMMON STOCK                                    CUMULATIVE
                                                          ----------------                   RETAINED          OTHER
                                                          NUMBER              ADDITIONAL     EARNINGS/     COMPREHENSIVE
                                                            OF        PAR      PAID-IN      ACCUMULATED       INCOME
                                                          SHARES     VALUE     CAPITAL        DEFICIT         (LOSS)        TOTAL
                                                          -------    -----    ----------    -----------    -------------   --------
<S>                                                       <C>        <C>      <C>           <C>            <C>             <C>
Balance at December 31, 1995...........................       873    $   1     $  25,999     $     300        -$-          $ 26,300
     Net loss and comprehensive loss...................     --        --          --              (810)       --               (810)
     Capital contribution to Mistic Brands, Inc.
       through forgiveness of a liability (Note 16)....     --        --           1,500        --            --              1,500
                                                          -------    -----    ----------    -----------       ------       --------
Balance at December 31, 1996...........................       873        1        27,499          (510)       --             26,990
     Comprehensive loss:
       Net loss........................................     --        --          --           (19,606)       --            (19,606)
       Net change in currency translation adjustment...     --        --          --            --                56             56
                                                                                                                           --------
     Comprehensive loss................................     --        --          --            --            --            (19,550)
                                                                                                                           --------
     Capital contribution to Mistic Brands, Inc.
       through forgiveness of a liability (Note 16)....     --        --             625        --            --                625
     Issuance of 1,000 shares of Triarc Beverage
       Holdings Corp. common stock (Note 10)...........     1,000        1        --            --            --                  1
     Contribution of 873 shares of the Mistic Brands,
       Inc. common stock to Triarc Beverage Holdings
       Corp............................................      (873)      (1)       --            --            --                 (1)
     Triarc Beverage Holdings Corp. common stock split
       (Note 10).......................................   849,000      849          (849)       --            --              --
     Dividend requirement on redeemable preferred stock
       (Note 9)........................................     --        --          (4,604)       --            --             (4,604)
                                                          -------    -----    ----------    -----------       ------       --------
Balance at December 28, 1997...........................   850,000      850        22,671       (20,116)           56          3,461
     Comprehensive income:
       Net income......................................     --        --          --            18,741        --             18,741
       Net change in currency translation adjustment...     --        --          --            --               (19)           (19)
                                                                                                                           --------
       Comprehensive income............................     --        --          --            --            --             18,722
                                                                                                                           --------
     Cash dividends....................................     --        --         (17,315)       (3,941)       --            (21,256)
     Dividend requirement on redeemable preferred stock
       (Note 9)........................................     --        --          (7,983)       --            --             (7,983)
     Reclassification of additional paid-in capital
       deficit to accumulated deficit (Note 10)........     --        --           2,627        (2,627)       --              --
                                                          -------    -----    ----------    -----------       ------       --------
Balance at January 3, 1999.............................   850,000    $ 850     $  --         $  (7,943)        $  37       $ (7,056)
                                                          -------    -----    ----------    -----------       ------       --------
                                                          -------    -----    ----------    -----------       ------       --------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-56
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                      YEAR ENDED
                                                                                      ------------------------------------------
                                                                                      DECEMBER 31,    DECEMBER 28,    JANUARY 3,
                                                                                          1996            1997           1999
                                                                                      ------------    ------------    ----------
<S>                                                                                   <C>             <C>             <C>
Cash flows from operating activities:
     Net income (loss).............................................................     $   (810)      $  (19,606)     $ 18,741
     Adjustments to reconcile net income (loss) to net cash provided by (used in)
      operating activities:
       Amortization of costs in excess of net assets of acquired companies,
        trademarks and certain other items.........................................        6,752           11,550        14,637
       Depreciation and amortization of properties.................................          481            4,556         5,407
       Amortization of deferred financing costs....................................          953            1,541         1,884
       Provision for (benefit from) deferred income taxes..........................         (610)         (10,841)        2,496
       Provision for doubtful accounts.............................................          355            1,874           969
       Net provision (payments) for acquisition related costs......................       --               21,508        (6,025)
       Gain on sale of business....................................................       --              --             (4,702)
       Write-off of unamortized deferred financing costs...........................       --                1,889        --
       Other, net..................................................................        1,262            4,346           904
       Changes in operating assets and liabilities:
          Decrease (increase) in receivables.......................................       (3,638)           7,097         2,770
          Decrease (increase) in inventories.......................................       (3,990)           3,453         3,614
          Decrease (increase) in prepaid expenses and other current assets.........         (909)           2,381          (828)
          Increase (decrease) in accounts payable and accrued expenses.............       (2,026)           2,075       (14,861)
          Increase (decrease) in due to parent and affiliates......................         (200)          12,505         2,211
                                                                                      ------------    ------------    ----------
               Net cash provided by (used in) operating activities.................       (2,380)          44,328        27,217
                                                                                      ------------    ------------    ----------
Cash flows from investing activities:
     Proceeds from sale of investment in Select Beverages, Inc.....................       --              --             28,342
     Proceeds from sales of properties.............................................            5              354           542
     Capital expenditures..........................................................         (937)          (2,690)       (5,472)
     Acquisition of Snapple Beverage Corp..........................................       --             (311,915)       --
     Other.........................................................................         (120)         --             --
                                                                                      ------------    ------------    ----------
               Net cash provided by (used in) investing activities.................       (1,052)        (314,251)       23,412
                                                                                      ------------    ------------    ----------
Cash flows from financing activities:
     Dividends.....................................................................       --              --            (21,256)
     Repayments of long-term debt..................................................       (5,000)         (75,636)      (12,259)
     Proceeds from long-term debt..................................................        8,450          303,400        --
     Proceeds from issuance of redeemable preferred stock..........................       --               75,000        --
     Proceeds from issuance of common stock........................................       --                    1        --
     Deferred financing costs......................................................       --              (11,385)       --
     Other.........................................................................       --                  680        --
                                                                                      ------------    ------------    ----------
               Net cash provided by (used in) financing activities.................        3,450          292,060       (33,515)
                                                                                      ------------    ------------    ----------
Net increase in cash and cash equivalents..........................................           18           22,137        17,114
Cash and cash equivalents at beginning of year.....................................          141              159        22,296
                                                                                      ------------    ------------    ----------
Cash and cash equivalents at end of year...........................................     $    159       $   22,296      $ 39,410
                                                                                      ------------    ------------    ----------
                                                                                      ------------    ------------    ----------
Supplemental disclosures of cash flow information:
     Cash paid during the year for:
       Interest....................................................................     $  5,718       $   18,413      $ 24,552
                                                                                      ------------    ------------    ----------
                                                                                      ------------    ------------    ----------
       Income taxes................................................................     $ --           $  --           $  2,926
                                                                                      ------------    ------------    ----------
                                                                                      ------------    ------------    ----------
</TABLE>
 
                                      F-57
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
 
     Due to their non-cash nature, the following transactions are not reflected
in the consolidated statements of cash flows (expressed in whole dollars):
 
          During 1996 and 1997 Triarc Companies, Inc. made capital contributions
     to the Company through the assumption or forgiveness of liabilities of
     Mistic Brands, Inc. of $1,500,000 and $625,000, respectively. See Note 16
     to the consolidated financial statements for further discussion of these
     transactions.
 
          During 1997 and 1998 the Company recorded cumulative dividends not
     declared or paid on its redeemable preferred stock of $4,604,000 and
     $7,983,000, respectively, as increases in 'Redeemable preferred stock' with
     offsetting charges to 'Additional paid-in-capital' since payment of the
     dividends is not solely in the control of the Company.
 
          See accompanying notes to consolidated financial statements.
 
                                      F-58


<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 3, 1999
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
 
     Triarc Beverage Holdings Corp. ('Triarc Beverage Holdings'), a wholly-owned
subsidiary of Triarc Companies, Inc. ('Triarc Parent'), commenced operations on
May 22, 1997 with the concurrent acquisition by Triarc Beverage Holdings of
Snapple Beverage Corp. ('Snapple' -- see Note 3 for discussion of the
acquisition of Snapple) and the contribution to Triarc Beverage Holdings by
Triarc Parent of Mistic Brands, Inc. ('Mistic' -- acquired by Triarc Parent on
August 9, 1995). On February 23, 1999, Triarc Consumer Products Group, LLC
('TCPG'), a wholly-owned subsidiary of Triarc Parent, acquired all of the stock
of Triarc Beverage Holdings previously owned by Triarc Parent. The accompanying
consolidated financial statements represent the financial position, results of
operations and cash flows of Mistic from January 1, 1996 through May 22, 1997
and of Triarc Beverage Holdings and its subsidiaries, Snapple and Mistic, from
May 22, 1997 to January 3, 1999. The financial statements for the period from
January 1, 1996 through May 22, 1997 reflect the financial position, results of
operations and cash flows of Mistic since Mistic was under the common control of
Triarc Parent during such period and, accordingly, the financial statements are
presented on an 'as if pooling' basis. The entity representative of Mistic from
January 1, 1996 to May 22, 1997 and Triarc Beverage Holdings and its
subsidiaries from May 22, 1997 through January 3, 1999, or any one or more of
such entities or their subsidiaries, is referred to herein as the 'Company'.
 
     All significant intercompany balances and transactions have been eliminated
in consolidation.
 
CHANGE IN FISCAL YEAR
 
     Effective January 1, 1997 the Company changed its fiscal year from a
calendar year to a year consisting of 52 or 53 weeks ending on the Sunday
closest to December 31. In accordance therewith, the Company's 1997 fiscal year
commenced January 1, 1997 and ended on December 28, 1997 and its 1998 fiscal
year commenced December 29, 1997 and ended on January 3, 1999. Such periods are
referred to herein as (i) 'the year ended December 28, 1997' or '1997' and (ii)
'the year ended January 3, 1999' or '1998', respectively. December 28, 1997 and
January 3, 1999 are referred to herein as 'Year-End 1997' and 'Year-End 1998',
respectively.
 
CASH EQUIVALENTS
 
     All highly liquid investments with a maturity of three months or less when
acquired are considered cash equivalents. The Company typically invests its
excess cash in commercial paper of high credit-quality entities and repurchase
agreements with high credit-quality financial institutions. Securities pledged
as collateral for repurchase agreements are segregated and held by the financial
institution until the 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.
 
INVENTORIES
 
     The Company's inventories are stated at the lower of cost (determined on
the first-in, first-out basis) or market.
 
INVESTMENTS IN AFFILIATES
 
     The Company's investments in affiliates in which it has significant
influence over the investee ('Equity Investments') 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. The
excess, if any, of the carrying value of the Company's Equity Investments over
the underlying equity in
 
                                      F-59
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
net assets of each investee is being amortized to 'Other income (expense), net'
on a straight-line basis over 35 years.
 
PROPERTIES AND DEPRECIATION AND AMORTIZATION
 
     Properties are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization of machinery and equipment is
computed principally on the straight-line basis using the estimated useful lives
of 5 to 7 years. Leasehold improvements and leased assets capitalized 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') and
trademarks are being amortized on the straight-line basis over 15 to 35 years.
Deferred financing costs are being amortized as interest expense over the lives
of the respective debt using the interest rate method.
 
IMPAIRMENTS
 
Intangible Assets
 
     The amount of impairment, if any, in unamortized Goodwill is measured based
on projected future operating performance. To the extent future operating
performance of those companies to which the Goodwill relates through the period
such Goodwill is being amortized are sufficient to absorb the related
amortization, the Company has deemed there to be no impairment of Goodwill.
 
Long-Lived Assets
 
     The Company reviews its long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If such review
indicates an asset may not be recoverable, an impairment loss is recognized for
the excess of the carrying value over the fair value of an asset to be held and
used or over the net realizable value of an asset to be disposed.
 
DERIVATIVE FINANCIAL INSTRUMENTS
 
     The Company enters into interest rate cap agreements in order to protect
against significant interest rate increases on certain of its floating-rate
debt. The costs of such agreements are amortized over the lives of the
respective agreements. The only cap agreement outstanding as of January 3, 1999
is approximately 3% higher than the interest rate on the related debt as of such
date.
 
STOCK-BASED COMPENSATION
 
     The Company measures compensation costs for its employee stock-based
compensation under the intrinsic value method. Accordingly, compensation cost
for the Company's stock options is measured as the excess, if any, of the market
price of the Company's stock at the date of grant over the amount an employee
must pay to acquire the stock.
 
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
 
                                      F-60
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
adjustment' component of 'Accumulated other comprehensive income' in
'Stockholder's equity (deficit).'
 
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 $6,826,000, $24,579,000 and $31,393,000 for 1996, 1997 and
1998, respectively. In addition the Company supports its beverage bottlers and
distributors with promotional allowances, a portion of which is utilized for
indirect advertising by such bottlers and distributors. Promotional allowances
amounted to $13,360,000, $50,185,000 and $63,284,000 for 1996, 1997 and 1998,
respectively.
 
INCOME TAXES
 
     The Company is included in the consolidated Federal income tax return of
Triarc Parent. Pursuant to a tax-sharing agreement (including, effective August
15, 1998, Cable Car Beverage Corporation ('Cable Car'), a wholly-owned
subsidiary of Triarc Parent until its contribution to TCPG in 1999) with Triarc
Parent and, commencing August 15, 1998, an arrangement with Cable Car, the
Company provides for Federal incomes taxes on the same basis as if it filed a
separate consolidated return. 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.
 
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 markets and distributes, principally to distributors and, to a
lesser extent, directly to retailers, premium beverages and/or ready-to-drink
iced teas under the principal brand names Snapple'r', Whipper Snapple'r',
Snapple Farms'r', Mistic'r', Mistic Rain Forest Nectars'r' and Mistic Fruit
Blast'TM'. The Company manages and internally reports its operations as one
business segment in order to evaluate performance and in determining resource
allocation. The Company operates its businesses principally throughout the
United States.
 
USE OF ESTIMATES
 
     The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
                                      F-61
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
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 for several reasons. No customer accounted for more than
2% of consolidated revenues. While the Company 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 Company's product offerings are varied, including
fruit flavored beverages, iced teas, lemonades, carbonated sodas, 100% fruit
juices, nectars and flavored seltzers. Risk of geographical concentration is
also minimized since the Company generally operates throughout the United States
with minimal foreign exposure.
 
     Three co-packer facilities represented 31%, 18% and 11% of the Company's
total production for the year ended January 3, 1999. One co-packer maintains 18%
of the Company's finished goods inventory as of January 3, 1999. The Company
believes, however, that sufficient replacement co-packer services could be
obtained if necessary.
 
(3) BUSINESS ACQUISITIONS AND DISPOSITIONS
 
ACQUISITION OF SNAPPLE
 
     On May 22, 1997 Triarc Beverage Holdings acquired (the 'Snapple
Acquisition') Snapple, a marketer and distributor of premium beverages, from The
Quaker Oats Company ('Quaker') for $311,915,000 consisting of cash of
$300,126,000 (including $126,000 of post-closing adjustments), $9,260,000 of
fees and expenses and $2,529,000 of deferred purchase price. The purchase price
for the Snapple Acquisition was funded from (i) $250,000,000 of borrowings by
Snapple on May 22, 1997 under a $380,000,000 credit agreement, as amended (the
'Existing Beverage Credit Agreement' -- see Note 6), entered into by Snapple,
Mistic, Triarc Beverage Holdings and, as amended as of August 15, 1998, Cable
Car and (ii) $75,000,000 from the issuance of 75,000 shares of redeemable
preferred stock (see Note 9) of Triarc Beverage Holdings to Triarc Parent.
 
     The Snapple Acquisition was accounted for in accordance with the purchase
method of accounting. In accordance therewith, the following table sets forth
the allocation of the $311,915,000 purchase price of Snapple (in thousands):
 
<TABLE>
<S>                                                                                            <C>
Current assets..............................................................................   $107,270
Properties..................................................................................     21,465
Goodwill (amortized over 35 years)..........................................................     75,890
Trademarks..................................................................................    210,000
Other assets................................................................................     27,311
Current liabilities.........................................................................    (66,872)
Long-term debt assumed including current portion............................................       (286)
Other liabilities...........................................................................    (62,863)
                                                                                               --------
                                                                                               $311,915
                                                                                               --------
                                                                                               --------
</TABLE>
 
     The results of operations of Snapple have been included in the accompanying
consolidated statements of operations from the May 22, 1997 date of the Snapple
Acquisition. As a result of the Snapple Acquisition and related transactions,
the results of operations for the year ended January 3, 1999 are not comparable
with such results for the year ended December 28, 1997. Accordingly, the
following unaudited supplemental pro forma condensed consolidated summary
operating data of the Company (the 'Pro Forma Data') are set forth in order to
present the 1997 results of operations on a more consistent basis with 1998. The
1997 Pro Forma Data have been prepared by adjusting the
 
                                      F-62
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
historical data as set forth in the accompanying 1997 consolidated statement of
operations to give effect to the 1997 Snapple Acquisition and related
transactions, as if all of such transactions had been consummated on January 1,
1997. Such Pro Forma Data are presented for comparative purposes only and do not
purport to be indicative of the Company's actual results of operations had such
transactions actually been consummated on January 1, 1997 or of the Company's
future results of operations and are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                     AS
                                                                                  REPORTED    PRO FORMA
                                                                                  --------    ---------
<S>                                                                               <C>         <C>
Net revenues...................................................................   $407,499    $579,999
Operating loss.................................................................     (8,189)    (10,843) 
Loss before extraordinary charge...............................................    (18,452)    (27,146) 
</TABLE>
 
(4) BALANCE SHEET DETAIL
 
RECEIVABLES
 
     The following is a summary of the components of receivables (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
<S>                                                                                  <C>        <C>
Receivables:
     Trade........................................................................   $39,740    $33,471
     Other........................................................................     4,112      5,114
                                                                                     -------    -------
                                                                                      43,852     38,585
Less allowance for doubtful accounts..............................................     4,383      2,855
                                                                                     -------    -------
                                                                                     $39,469    $35,730
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     The following is an analysis of the allowance for doubtful accounts (in
thousands):
 
<TABLE>
<CAPTION>
                                                                           1996      1997         1998
                                                                           -----    ------       ------
<S>                                                                        <C>      <C>          <C>
Trade:
     Balance at beginning of year.......................................   $ 336    $  450       $4,383
     Provision for doubtful accounts....................................     355     4,128(a)       969
     Recoveries of accounts previously written off......................    --         425         --
     Uncollectible accounts written off.................................    (241)     (620)      (2,497)
                                                                           -----    ------       ------
     Balance at end of year.............................................   $ 450    $4,383       $2,855
                                                                           -----    ------       ------
                                                                           -----    ------       ------
</TABLE>
 
------------
 
 (a) Includes $2,254,000 charged to 'Acquisition related' costs.
 
     Substantially all receivables are pledged as collateral for certain debt
(Notes 6 and 18).
 
INVENTORIES
 
     The following is a summary of the components of inventories (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Raw materials.....................................................................   $12,592    $15,128
Finished goods....................................................................    29,419     23,269
                                                                                     -------    -------
                                                                                     $42,011    $38,397
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     Substantially all inventories are pledged as collateral for certain debt
(see Notes 6 and 18).
 
                                      F-63
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
PROPERTIES
 
     The following is a summary of the components of properties (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Machinery and equipment...........................................................   $20,465    $21,199
Leasehold improvements............................................................     3,011      4,144
Leased assets capitalized.........................................................       294        294
                                                                                     -------    -------
                                                                                      23,770     25,637
                                                                                     -------    -------
Less accumulated depreciation and amortization....................................     4,838      9,814
                                                                                     -------    -------
                                                                                     $18,932    $15,823
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
     Substantially all properties are pledged as collateral for certain debt
(see Notes 6 and 18).
 
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):
 
<TABLE>
<CAPTION>
                                                                                         YEAR-END
                                                                                   --------------------
                                                                                     1997        1998
                                                                                   --------    --------
 
<S>                                                                                <C>         <C>
Costs in excess of net assets of acquired companies.............................   $105,219    $105,219
Less accumulated amortization...................................................      5,922      10,064
                                                                                   --------    --------
                                                                                   $ 99,297    $ 95,155
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>
 
TRADEMARKS
 
     The following is a summary of the components of trademarks (in thousands):
 
<TABLE>
<CAPTION>
                                                                                         YEAR-END
                                                                                   --------------------
                                                                                     1997        1998
                                                                                   --------    --------
 
<S>                                                                                <C>         <C>
Trademarks......................................................................   $265,600    $265,600
Less accumulated amortization...................................................     12,364      22,070
                                                                                   --------    --------
                                                                                   $253,236    $243,530
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>
 
     Substantially all trademarks are pledged as collateral for certain debt
(see Notes 6 and 18).
 
DEFERRED COSTS AND OTHER ASSETS
 
     The following is a summary of the components of deferred costs and other
assets (in thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Deferred financing costs..........................................................   $11,385    $11,246
Other.............................................................................     2,666      1,861
                                                                                     -------    -------
                                                                                      14,051     13,107
Less accumulated amortization of deferred financing costs.........................     1,217      3,101
                                                                                     -------    -------
                                                                                     $12,834    $10,006
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
                                      F-64
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
ACCRUED EXPENSES
 
     The following is a summary of the components of accrued expenses (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                          YEAR-END
                                                                                     ------------------
                                                                                      1997       1998
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Accrued promotional allowances....................................................   $11,338    $ 9,742
Accrued compensation and related benefits.........................................     6,053      6,090
Accrued production contract losses................................................    13,022      4,639
Accrued legal settlements (Note 17)...............................................     9,201        672
Other.............................................................................    18,280     12,472
                                                                                     -------    -------
                                                                                     $57,894    $33,615
                                                                                     -------    -------
                                                                                     -------    -------
</TABLE>
 
(5) INVESTMENTS IN AFFILIATES
 
     The following is a summary of the components of 'Investments in affiliates'
at December 28, 1997 (none at January 3, 1999) (in thousands):
 
<TABLE>
<S>                                                                                   <C>
Select Beverages...................................................................   $24,926
Rhode Island Beverages.............................................................       550
                                                                                      -------
                                                                                      $25,476
                                                                                      -------
                                                                                      -------
</TABLE>
 
     The Company owned 20% of Select Beverages, Inc. ('Select Beverages') until
its sale on May 1, 1998. The Company's equity in the earnings (loss) of Select
Beverages of $862,000 and $(1,222,000) for 1997 and 1998 (prior to the sale of
Select Beverages), respectively, is included in 'Other income (expense), net' in
the accompanying consolidated statements of operations. The Company's investment
in Select Beverages exceeded the underlying equity in Select Beverage's net
assets. Amortization of such excess in 1998 of $341,000 was included in the
Company's equity in the loss of Select Beverages during 1998. On May 1, 1998 the
Company sold its interest in Select Beverages for $28,342,000, subject to
certain post-closing adjustments. The Company recognized a pre-tax gain on the
sale of Select Beverages during 1998 of $4,702,000, reported as 'Gain on sale of
business', representing the excess of the net sales price over the Company's
carrying value of the investment in Select Beverages and related post-closing
adjustments and expenses.
 
     The Company, through its ownership of Snapple, owned 50% of the stock of
Rhode Island Beverage Packing Company, L.P. ('Rhode Island Beverages' or 'RIB')
prior to its disposition in February 1998. Snapple and Quaker were defendants in
a breach of contract case filed in April 1997 by RIB prior to the Snapple
Acquisition (the 'RIB Matter'). The RIB Matter was settled in February 1998 and
in accordance therewith Snapple surrendered (i) its 50% investment in RIB
($550,000) and (ii) certain properties ($1,202,000) and paid RIB $8,230,000. The
settlement amounts were fully provided for in a combination of (i) historical
Snapple legal reserves as of the date of the Snapple Acquisition and additional
legal reserves provided in 'Acquisition related' costs (see Note 11) and (ii)
reserves for losses on long-term production contracts established in the Snapple
Acquisition purchase accounting (see Note 3). Since at the date of the Snapple
Acquisition the investment in RIB was expected to be surrendered in connection
with the settlement of the RIB Matter, the Company did not recognize any equity
in the earnings of RIB prior to such surrender in February 1998.
 
                                      F-65
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(6) LONG-TERM DEBT
 
     Long-term debt consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                                         YEAR-END
                                                                                   --------------------
                                                                                     1997        1998
                                                                                   --------    --------
 
<S>                                                                                <C>         <C>
Existing Beverage Credit Agreement (a)
     Term loans bearing interest at a weighted average rate of 8.99% at January
       3, 1999..................................................................   $296,500    $284,333
Capitalized lease obligations...................................................        250         158
Other...........................................................................      --          6,798
                                                                                   --------    --------
     Total debt.................................................................    296,750     291,289
     Less amounts payable within one year.......................................     12,377       8,338(b)
                                                                                   --------    --------
                                                                                   $284,373    $282,951
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>
 
     Aggregate annual maturities of long-term debt, including capitalized lease
obligations, were as follows as of January 3, 1999 (in thousands) (b):
 
<TABLE>
<S>                                                                                  <C>
1999..............................................................................   $  8,338
2000..............................................................................     11,660
2001..............................................................................     10,513
2002..............................................................................     12,764
2003..............................................................................     15,008
Thereafter........................................................................    233,006
                                                                                     --------
                                                                                     $291,289
                                                                                     --------
                                                                                     --------
</TABLE>
 
------------
 
 (a) The $284,333,000 of outstanding term loans (there were no outstanding
     revolving credit loans) under the Existing Beverage Credit Agreement as of
     January 3, 1999 and February 25, 1999 was repaid on February 25, 1999 using
     a portion of the proceeds from the Refinancing Transactions (see Note 18).
     The Existing Beverage Credit Agreement consisted of a $300,000,000 term
     facility of which $225,000,000 and $75,000,000 of loans (the 'Existing Term
     Loans') were borrowed by Snapple and Mistic, respectively, at the Snapple
     Acquisition date ($213,250,000 and $71,083,000, respectively, outstanding
     at January 3, 1999) and an $80,000,000 revolving credit facility which
     provided for revolving credit loans (the 'Existing Revolving Loans') by
     Snapple, Mistic, Triarc Beverage Holdings and, as amended as of August 15,
     1998, Cable Car, of which $25,000,000 and $5,000,000 were borrowed on the
     Snapple Acquisition date by Snapple and Mistic, respectively. The Existing
     Revolving Loans were repaid prior to December 28, 1997 and no Existing
     Revolving Loans were outstanding at December 28, 1997 or January 3, 1999.
     The aggregate $250,000,000 originally borrowed by Snapple was principally
     used to fund a portion of the purchase price for Snapple (see Note 3). The
     aggregate $80,000,000 originally borrowed by Mistic was principally used to
     repay all of the $70,850,000 then outstanding borrowings under Mistic's
     former bank credit facility (the 'Former Mistic Bank Facility') plus
     accrued interest thereon.
 
 (b) The current portion of long-term debt as of January 3, 1999 reflects a
     reclassification to long term of the portion ($9,419,000) of the amount
     originally due in 1999 under the Existing Beverage Credit Agreement which
     on February 25, 1999 was refinanced to long term (see Note 18). The annual
     maturities of long-term debt in each of the five years from 1999 through
     2003 are lower following such refinancing than under the Existing Beverage
     Credit Agreement. Accordingly, the annual maturities of long-term debt set
     forth in the table above reflect such refinancing.
 
     The Existing Beverage Credit Agreement contains various covenants which (i)
require meeting certain financial amount and ratio tests; (ii) limit, among
other matters, (a) the incurrence of
 
                                      F-66
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
indebtedness, (b) the retirement of certain debt prior to maturity, (c)
investments, (d) asset dispositions, (e) capital expenditures and (f) affiliate
transactions other than in the normal course of business; and (iii) restrict the
payment of dividends to Triarc Parent (see below). As of January 3, 1999 the
Company was in compliance with all such covenants. The Company was unable to pay
any dividends or make any loans or advances to Triarc Parent as of January 3,
1999 under the terms of the Existing Beverage Credit Agreement then in effect.
See Note 18 for disclosure regarding one-time distributions paid to Triarc
Parent by the Company in connection with the February 25, 1999 refinancing.
 
     Under the Existing Beverage Credit Agreement, substantially all of the
Company's assets other than cash and cash equivalents are pledged as security as
of January 3, 1999. In addition, obligations under the Existing Beverage Credit
Agreement were guaranteed by Snapple, Mistic, Triarc Beverage Holdings and Cable
Car prior to the repayment thereof. As collateral for such guarantees, all of
the stock of Snapple, Mistic, Triarc Beverage Holdings and Cable Car was
pledged. See Note 18 for the effect of the February 25, 1999 refinancing on the
pledging of assets and debt guarantees and related collateral.
 
(7) 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, due from affiliates, due to parent and
long-term debt. The carrying amounts of cash and cash equivalents, accounts
payable, accrued expenses, due from affiliates and due to parent 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 the Existing Term
Loans under the Existing Beverage Credit Agreement approximated their carrying
values due to the relatively frequent resets of their floating interest rates.
The fair values of 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.
 
(8) INCOME TAXES
 
     As discussed in Note 1, the Company is included in the consolidated Federal
income tax return of Triarc Parent. Pursuant to a tax-sharing agreement with
Triarc Parent (including, effective August 15, 1998, Cable Car) and, commencing
August 15, 1998, an arrangement with Cable Car, the Company provides for Federal
income taxes on the same basis as if separate consolidated returns for Triarc
Beverage Holdings were filed. As of December 28, 1997 and January 3, 1999, the
Company was in a net operating loss position and, as such, there were no taxes
currently payable.
 
     The income (loss) before income taxes and extraordinary charge consisted of
the following components (in thousands):
 
<TABLE>
<CAPTION>
                                                                          1996        1997       1998
                                                                         -------    --------    -------
 
<S>                                                                      <C>        <C>         <C>
Domestic..............................................................   $(1,092)   $(28,844)   $32,288
Foreign...............................................................     --            465        144
                                                                         -------    --------    -------
                                                                         $(1,092)   $(28,379)   $32,432
                                                                         -------    --------    -------
                                                                         -------    --------    -------
</TABLE>
 
                                      F-67
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     The (provision for) benefit from income taxes consisted of the following
components (in thousands):
 
<TABLE>
<CAPTION>
                                                                           1996      1997        1998
                                                                           -----    -------    --------
 
<S>                                                                        <C>      <C>        <C>
Current:
     Federal............................................................   $(278)   $  (377)   $(10,576)
     State..............................................................     (50)      (176)       (574)
     Foreign............................................................      --       (361)        (45)
                                                                           -----    -------    --------
                                                                            (328)      (914)    (11,195)
                                                                           -----    -------    --------
Deferred:
     Federal............................................................     606      9,505        (902)
     State..............................................................       4      1,336      (1,594)
                                                                           -----    -------    --------
                                                                             610     10,841      (2,496)
                                                                           -----    -------    --------
     Total..............................................................   $ 282    $ 9,927    $(13,691)
                                                                           -----    -------    --------
                                                                           -----    -------    --------
</TABLE>
 
     The current deferred income tax asset and the net non-current deferred
income tax (liability) resulted from the following components (in thousands):
 
<TABLE>
<CAPTION>
                                                                                             YEAR-END
                                                                                       --------------------
                                                                                         1997        1998
                                                                                       --------    --------
<S>                                                                                    <C>         <C>
Current deferred income tax assets:
     Federal net operating loss carryforwards under tax-sharing agreements with
      Triarc Parent ($6,008) and state net operating loss carryforwards ($111)......   $  6,119    $  --
     Glass front vending machines written off.......................................      2,925       2,925
     Allowance for doubtful accounts................................................      1,551       1,320
     Accrued production contract losses.............................................      4,588       1,320
     Accrued employee benefit costs.................................................      1,697       1,227
     Inventory obsolescence reserves................................................        533       1,210
     Accrued advertising and promotional allowances.................................      2,046         285
     Accrued legal settlements......................................................      3,588         262
     Other, net.....................................................................      2,821       2,365
                                                                                       --------    --------
                                                                                         25,868      10,914
                                                                                       --------    --------
Non-current deferred income tax assets (liabilities):
     Trademarks basis differences...................................................    (49,744)    (51,989)
     Reserve for income tax contingencies and other tax matters.....................       (130)       (376)
     Federal net operating loss carryforwards and excess income tax payments under
      tax-sharing agreements........................................................      --         12,050
     Properties basis differences including depreciation............................     (1,340)      3,967
     State net operating loss carryforwards.........................................        679       1,549
     Accrued production contract losses.............................................      3,471       --
     Other, net.....................................................................      1,842       2,035
                                                                                       --------    --------
                                                                                        (45,222)    (32,764)
                                                                                       --------    --------
                                                                                       $(19,354)   $(21,850)
                                                                                       --------    --------
                                                                                       --------    --------
</TABLE>
 
     As of January 3, 1999 the Company had net operating loss carryforwards for
Federal income tax purposes under its tax-sharing agreement with Triarc Parent
and arrangement with Cable Car of $2,904,000 expiring in 2012. On February 25,
1999 TCPG entered into a revised tax-sharing agreement (including the Company)
with Triarc Parent replacing Triarc Beverage Holdings' tax-sharing agreement
with Triarc Parent. Pursuant to such revised agreement, TCPG will not receive
credit and, accordingly, the Company will not receive credit for the existing
Federal net operating loss carryforwards (the
 
                                      F-68
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
'NOL's') and excess Federal income tax payments of the Company as of the date of
the new agreement. Under such revised agreement, TCPG would not receive any
benefit for the deferred tax assets associated with the NOL's and excess Federal
income tax payments aggregating $39,518,000 of which the Company's portion
aggregates $12,050,000. However, were such aggregate TCPG deferred tax assets of
$39,518,000 to be written off, the borrowers, including the Company, would have
been in default under the minimum net worth covenant (the 'Minimum Net Worth
Covenant') under a new $535,000,000 senior bank credit facility entered into by
Snapple and Mistic as well as other subsidiaries of TCPG on February 25, 1999
(see Note 18 for further disclosure of the new credit facility). Such Minimum
Net Worth Covenant inadvertently did not provide for the write-off of such
deferred tax assets. See Note 19 for disclosure of a resulting amendment to such
revised tax-sharing agreement as of April 23, 1999.
 
     The difference between the reported (provision for) benefit from income
taxes and the tax (provision) benefit that would result from applying the 35%
Federal statutory rate to the income (loss) before income taxes and
extraordinary charge is reconciled as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                              1996     1997       1998
                                                                              ----    ------    --------
<S>                                                                           <C>     <C>       <C>
Income tax (provision) benefit computed at Federal statutory rate..........   $382    $9,932    $(11,351)
Increase (decrease) in Federal tax benefit in 1996 and 1997 and (increase)
  decrease in Federal tax provision in 1998 resulting from:
     Amortization of non-deductible Goodwill...............................    --       (436)       (765)
     State income tax (provision) benefit, net of Federal income tax
       effect..............................................................    (30)      754      (1,409)
     Foreign tax rate in excess of United States Federal statutory rate....    --       (199)          5
     Other, net............................................................    (70)     (124)       (171)
                                                                              ----    ------    --------
                                                                              $282    $9,927    $(13,691)
                                                                              ----    ------    --------
                                                                              ----    ------    --------
</TABLE>
 
(9) REDEEMABLE PREFERRED STOCK
 
     On May 22, 1997 Triarc Beverage Holdings issued 75,000 shares of its
redeemable cumulative convertible preferred stock, $1.00 par value (the
'Redeemable Preferred Stock') to Triarc Parent for $75,000,000. On August 21,
1997 each of the 75,000 outstanding shares of Redeemable Preferred Stock was
converted into 1/100 of a share as a result of a 1:100 reverse stock split,
resulting in 750 issued and outstanding shares of Redeemable Preferred Stock.
The Redeemable Preferred Stock (i) bears a cumulative annual dividend of 10% on
stated value compounded annually for any undeclared dividends, payable in cash
or additional shares of Redeemable Preferred Stock, if declared by, and at the
option of, the Company, (ii) is convertible into 750 shares of Triarc Beverage
Holdings' common stock (the 'Triarc Beverage Common Stock') at an adjusted
conversion price of $100,000 per share, (iii) requires mandatory redemption on
May 22, 2009 at $100,000 per share plus accrued and unpaid dividends and (iv)
has an aggregate liquidation value of $75,000,000 plus accrued and unpaid
dividends of $12,587,000 as of January 3, 1999. The cumulative dividends not
declared or paid of $4,604,000 and $7,983,000 for each of the years ended
December 28, 1997 and January 3, 1999, respectively, have been accounted for as
increases in 'Redeemable preferred stock' with offsetting charges to 'Additional
paid-in capital' since payment of the dividends is not solely in the control of
the Company.
 
(10) STOCKHOLDER'S EQUITY (DEFICIT)
 
     Through May 22, 1997 the common stock reflected in the accompanying
consolidated statements of stockholder's equity (deficit) was the 873 issued and
outstanding shares of Mistic common stock with a
 
                                      F-69
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
par value of $1.00 per share. On May 22, 1997 the then outstanding 873 shares of
Mistic common stock were contributed to Triarc Beverage Holdings by Triarc
Parent and Triarc Beverage Holdings issued 1,000 shares of Triarc Beverage
Common Stock to Triarc Parent for $1,000. On August 21, 1997 each of the 1,000
issued and outstanding shares of Triarc Beverage Common Stock was split into 850
shares, resulting in 850,000 issued and outstanding shares of Triarc Beverage
Common Stock.
 
     During the year ended January 3, 1999, a reclassification of $2,627,000 of
additional paid-in capital deficit to accumulated deficit was made in order to
eliminate the negative paid-in capital.
 
     Triarc Beverage Holdings adopted the Triarc Beverage Holdings Corp. 1997
Stock Option Plan (the 'Triarc Beverage Plan') in 1997 which provides for the
grant of options to purchase shares of Triarc Beverage Common Stock to key
employees, officers, directors and consultants of Triarc Beverage Holdings,
Triarc Parent and their affiliates. Stock options under the Triarc Beverage Plan
have maximum terms of ten years and vest ratably over periods not exceeding four
years from the date of grant. The Triarc Beverage Plan provides for a maximum of
150,000 shares of Triarc Beverage Common Stock to be issued upon the exercise of
stock options and there remain 4,575 shares available for future grants under
the Triarc Beverage Plan as of January 3, 1999. A summary of changes in
outstanding stock options under the Triarc Beverage Plan is as follows:
 
<TABLE>
<CAPTION>
                                                                                                OPTION
                                                                                     OPTIONS     PRICE
                                                                                     -------    -------
 
<S>                                                                                  <C>        <C>
Granted during 1997...............................................................    76,250    $147.30
                                                                                     -------
Outstanding at December 28, 1997..................................................    76,250    $147.30
Granted during 1998...............................................................    72,175    $191.00
Terminated during 1998............................................................    (3,000)   $147.30
                                                                                     -------
Outstanding at January 3, 1999....................................................   145,425
                                                                                     -------
                                                                                     -------
</TABLE>
 
     The option prices of the grants during 1997 and 1998 were equal to fair
value at the respective dates of grant as determined by independent appraisals.
The weighted average grant date fair value of the grants during 1997 and 1998
was $50.75 and $60.01, respectively. The weighted average option price of the
outstanding options at January 3, 1999 was $168.99. Such options (i) vest
ratably on July 1 of 1999, 2000 and 2001 and, accordingly, no options have been
exercised or are exercisable as of January 3, 1999 and (ii) have a remaining
weighted average term of 9.1 years at January 3, 1999.
 
     As previously disclosed in Note 1, the Company accounts for stock options
in accordance with the intrinsic value method. As a result thereof, together
with the terms of the Company's stock options, the Company has not recognized
any compensation expense for the stock options granted in 1997 or 1998. Had
compensation cost for such options been determined in accordance with the fair
value method, the Company's 1997 net loss would have been increased by $324,000
and the Company's net income for 1998 would have been decreased by $1,710,000.
The fair values of stock options on the date of grant were estimated using the
Black-Scholes option pricing model with the following assumptions: (i) weighted
average risk-free interest rate of 6.22% and 5.54% for the 1997 and 1998 grants,
respectively, (ii) expected option life of 7 years and (iii) no dividends would
be paid. Since Triarc Beverage Common Stock is not publicly traded, volatility
was not applicable. The above pro forma amounts are not likely to be
representative of the effects on net income in future periods because pro forma
compensation expense for grants under the Triarc Beverage Plan did not occur
prior to such plan's adoption in 1997.
 
     In 1995 the Company granted the syndicating lending bank in connection with
the Former Mistic Bank Facility and two senior officers of Mistic stock
appreciation rights (the 'Mistic Rights') for the equivalent of 3% and 9.7%,
respectively, of Mistic's outstanding common stock plus the equivalent shares
represented by such stock appreciation rights. The Mistic Rights granted to the
syndicating lending bank were immediately vested and of those granted to the
senior officers, one-third vested over time and two-thirds vested depending on
Mistic's performance. The Mistic Rights provided for
 
                                      F-70
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
appreciation in the per-share value of Mistic common stock above a base price of
$28,637 per share, which was equal to the price per share paid by Triarc Parent
at the time of the Mistic acquisition in 1995. The value of the Mistic Rights
granted to the syndicating lending bank was recorded as deferred financing
costs. The Company recognized periodically the estimated increase or decrease in
the value of the Mistic Rights; such amounts were not significant to the
Company's consolidated results of operations in 1996 or 1997. In connection with
the refinancing of the Former Mistic Bank Facility in May 1997, the Mistic
Rights granted to the syndicating lending bank were repurchased by the Company
for $492,000; the $177,000 excess of such cost over the then recorded value of
such rights of $315,000 was recorded as 'Interest expense' during 1997. In
addition, the Mistic Rights granted to the two senior officers were canceled in
1997 in consideration for, among other things, their participation in the Triarc
Beverage Plan.
 
(11) ACQUISITION RELATED COSTS
 
     Acquisition related costs are attributed to the Snapple Acquisition during
1997 and consisted of the following (in thousands):
 
<TABLE>
<S>                                                                                             <C>
Non-cash charges:
     Write down glass front vending machines based on the Company's change in estimate of
      their value considering the Company's plans for their future use.......................   $12,557
     Provide additional reserves for doubtful accounts based on the Company's change in
      estimate of the related write-off to be incurred.......................................     2,254
Cash obligations:
     Provide additional reserves for legal matters based on the Company's change in Quaker's
      estimate of the amounts required reflecting the Company's plans and estimates of costs
      to resolve such matters................................................................     6,697
     Provide for certain costs in connection with the successful consummation of the Snapple
      Acquisition and the Mistic refinancing in connection with entering into the Existing
      Beverage Credit Agreement..............................................................     4,000
     Provide for fees paid to Quaker pursuant to a transition services agreement.............     2,819
     Provide for the portion of promotional expenses relating to the period of 1997 prior to
      the Snapple Acquisition as a result of the Company's then current operating
      expectations...........................................................................     2,510
     Provide for costs, principally for independent consultants, incurred in connection with
      the conversion of Snapple to the Company's operating and financial information
      systems................................................................................     1,603
                                                                                                -------
                                                                                                $32,440
                                                                                                -------
                                                                                                -------
</TABLE>
 
     As of December 28, 1997 and January 3, 1999 all cash obligations had been
liquidated other than $6,697,000 and $672,000, respectively, of the additional
reserves for legal matters.
 
(12) FACILITIES RELOCATION AND CORPORATE RESTRUCTURING
 
     Facilities relocation and corporate restructuring consisted of the
following (in thousands):
 
<TABLE>
<CAPTION>
                                                                                           1996(a)   1997
                                                                                           ------    ----
<S>                                                                                        <C>       <C>
Estimated restructuring charges associated with employee severance and related
  termination costs.....................................................................   $ --      $29
Costs of terminating a Mistic distribution agreement....................................    1,300    --
Estimated costs of other asset disposals................................................      150    --
                                                                                           ------    ----
                                                                                           $1,450    $29
                                                                                           ------    ----
                                                                                           ------    ----
</TABLE>
 
                                                         (footnote on next page)
 
                                      F-71
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(footnote from previous page)
 
 (a) The 1996 facilities relocation and corporate restructuring charge
     principally related to the termination of a Mistic distribution agreement
     and the estimated cost of other Mistic asset disposals related to the then
     planned relocation (the 'Royal Crown Relocation') of the headquarters of
     Royal Crown Company Inc. ('Royal Crown'), a subsidiary of Triarc Parent,
     which were centralized with the Company's offices in White Plains, New
     York.
 
(13) EXTRAORDINARY CHARGE
 
     The 1997 extraordinary charge resulted from the early extinguishment of
obligations under the Former Mistic Bank Facility in May 1997 refinanced in
connection with entering into the Existing Beverage Credit Agreement (see Note
6). Such extraordinary charge consisted of the write-off of $1,889,000 of
previously unamortized deferred financing costs less $735,000 of income tax
benefit.
 
(14) RETIREMENT AND OTHER BENEFIT PLANS
 
     The Company maintains several 401(k) defined contribution plans and
participates in a Triarc Parent 401(k) defined contribution plan (collectively,
the 'Plans') covering all of the Company's employees who meet certain minimum
requirements and elect to participate including employees of Snapple subsequent
to May 22, 1997. Under the provisions of the Plans, employees may contribute
various percentages of their compensation ranging up to a maximum of 15%,
subject to certain limitations. The Plans provide for Company matching
contributions at either (i) 50% of employee contributions up to the first 5%
thereof or (ii) 100% of employee contributions up to the first 3% thereof. In
addition, the Plans also provide for annual Company contributions of a
discretionary aggregate amount to be determined by the employer. In connection
with both of these employer contributions, the Company provided as compensation
expense $137,000, $302,000 and $773,000 in 1996, 1997 and 1998, respectively.
 
     Triarc Parent has granted stock options to certain key employees of the
Company under Triarc Parent's 1993 Equity Participation Plan and 1997 Equity
Participation Plan. Included in such options are 147,000 granted in 1997 at a
weighted average option price of $12.64 which was below the $14.10 weighted
average fair market value of Triarc Parent's Class A Common Stock on the
respective dates of grant resulting in an aggregate difference of $214,000. Such
difference is being charged to the Company as compensation expense over the
applicable vesting periods through 2002, net of reversals of prior charges
arising from the forfeiture of certain of those options in connection with
employee terminations (the 'Forfeiture Adjustments'). Compensation expense
resulting from the below market stock options aggregated $93,000 and $77,000
(net of $4,000 of Forfeiture Adjustments) during 1997 and 1998, respectively,
and is included in 'General and administrative' in the accompanying consolidated
statements of operations. There was no such compensation expense for 1996 since
no below market stock options were granted to employees of the Company prior to
1997.
 
(15) LEASE COMMITMENTS
 
     The Company leases office space and equipment. Rental expense under
operating leases consisted of the following components (in thousands):
 
<TABLE>
<CAPTION>
                                                                                1996     1997      1998
                                                                                ----    ------    ------
 
<S>                                                                             <C>     <C>       <C>
Minimum rentals..............................................................   $325    $2,817    $3,930
Less sublease income.........................................................    --        518       865
                                                                                ----    ------    ------
                                                                                $325    $2,299    $3,065
                                                                                ----    ------    ------
                                                                                ----    ------    ------
</TABLE>
 
                                      F-72
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     The Company's future minimum rental payments and sublease rental income for
leases having an initial lease term in excess of one year as of January 3, 1999
are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                               RENTAL PAYMENTS         SUBLEASE
                                                                           ------------------------     INCOME-
                                                                           CAPITALIZED    OPERATING    OPERATING
                                                                             LEASES        LEASES       LEASES
                                                                           -----------    ---------    ---------
 
<S>                                                                        <C>            <C>          <C>
1999....................................................................      $  41        $ 3,832      $   867
2000....................................................................         35          3,494          893
2001....................................................................         35          3,156          920
2002....................................................................         35          3,162        --
2003....................................................................         26          3,215        --
Thereafter..............................................................         39         18,054        --
                                                                           -----------    ---------    ---------
     Total minimum payments.............................................        211        $34,913      $ 2,680
                                                                                          ---------    ---------
                                                                                          ---------    ---------
Less interest...........................................................         53
                                                                           -----------
Present value of minimum capitalized lease payments.....................      $ 158
                                                                           -----------
                                                                           -----------
</TABLE>
 
     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 6).
 
(16) TRANSACTIONS WITH RELATED PARTIES
 
     The following is a summary of transactions between the Company and its
related parties (in thousands):
 
<TABLE>
<CAPTION>
                                                                           1996      1997        1998
                                                                          ------    -------    --------
 
<S>                                                                       <C>       <C>        <C>
Purchases of raw materials from Triarc Parent(a).......................   $ --      $13,023    $112,377
Cash dividend paid to Triarc Parent....................................     --        --         21,256
Cumulative dividends on the Redeemable Preferred Stock recorded but not
  declared or paid (Note 9)............................................     --        4,604       7,983
Costs allocated to the Company by Triarc Parent under management
  services agreements(b)...............................................    1,500      3,000       3,000
Net costs allocated to Royal Crown by the Company for joint
  services(c)..........................................................     --          547       1,654
Compensation costs charged to the Company by Triarc Parent for below
  market stock options (Note 14).......................................     --           93          77
Issuance of Redeemable Preferred Stock (Note 9)........................     --       75,000       --
Capital contributions from Triarc Parent(b)............................    1,500        625       --
</TABLE>
 
------------
 
 (a) The Company purchases certain raw materials from Triarc Parent at Triarc
     Parent's purchase cost from unaffiliated third-party suppliers. At December
     28, 1997 and January 3, 1999, $13,023,000 and $15,264,000, respectively, of
     amounts owed for such purchases were included in 'Due to parent' in the
     accompanying consolidated balance sheets.
 
 (b) The Company receives from Triarc Parent certain management services,
     including legal, accounting, tax, insurance, financial and other management
     services, under management services agreements. Under such agreements such
     costs were to be allocated to the Company by Triarc Parent based upon the
     pro rata share of the sum of the greater of income before income taxes,
     depreciation and amortization ('EBITDA') and 10% of revenues for each of
     the Company's principal operating subsidiaries to the aggregate for all of
     Triarc Parent's principal operating subsidiaries. However,
 
                                              (footnotes continued on next page)
 
                                      F-73
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
(footnotes continued from previous page)
    such costs allocated to Mistic through May 22, 1997 were limited to amounts
     permitted under the Former Mistic Bank Facility aggregating $1,500,000 and
     $625,000 in 1996 and 1997, respectively. Mistic was prohibited from paying
     such amounts to Triarc Parent under the terms of the Former Mistic Bank
     Facility prior to its repayment and, accordingly, such amounts were
     accounted for as capital contributions from Triarc Parent. Commencing May
     22, 1997 such costs allocated to Mistic and Snapple were limited to amounts
     permitted under the subsequent Existing Beverage Credit Agreement
     aggregating $2,375,000 and $3,000,000 in 1997 and 1998, respectively (see
     Note 18 for disclosure regarding a new agreement for management services to
     Mistic and Snapple). Management of the Company believes that such
     allocation method is reasonable. Further, management of the Company
     believes that such allocation approximates the costs that would have been
     incurred by the Company on a stand alone basis.
 
 (c) Commencing in July 1997 following the Royal Crown Relocation, the Company
     commenced performing certain services for Royal Crown as well as Royal
     Crown performing certain services for the Company. The Company provides
     certain finance, administrative, operational and, commencing in 1998, legal
     services for Royal Crown. In 1997 Royal Crown provided legal services to
     the Company and in 1998 provided certain operational services to the
     Company. The costs of all such services have been allocated based on
     estimated time expended. The allocated charges by the Company to Royal
     Crown net of the allocated charges to the Company by Royal Crown were
     $547,000 and $1,654,000 for 1997 and 1998, respectively. Management of the
     Company believes that such allocation method is reasonable. Further,
     management of the Company believes that such allocation approximates the
     net costs that would have been incurred by Royal Crown on a stand alone
     basis.
 
     See also Notes 5, 10 and 14 with respect to other transactions with related
parties.
 
(17) LEGAL MATTERS
 
     The Company is involved in litigation and claims incidental to its
business. The Company has reserves for such legal matters aggregating
approximately $672,000 (see Note 4) as of January 3, 1999. Although the outcome
of such matters cannot be predicted with certainty and some of these may be
disposed of unfavorably to the Company, based on currently available information
and given the Company's aforementioned reserves, the Company does not believe
that such legal matters will have a material adverse effect on its consolidated
financial position or results of operations.
 
(18) SUBSEQUENT EVENTS
 
     On February 25, 1999 Snapple and Mistic, as well as Cable Car, RC/Arby's
Corporation ('RC/Arby's'), an indirect wholly-owned subsidiary of Triarc Parent
until its contribution to TCPG in 1999, and Royal Crown (collectively, the
'Borrowers') entered into an agreement (the 'Credit Agreement') for a new
$535,000,000 senior bank credit facility (the 'Credit Facility') consisting of a
$475,000,000 term facility, all of which was borrowed as term loans (the 'Term
Loans') on February 25, 1999, and a $60,000,000 revolving credit facility (the
'Revolving Credit Facility') which provides for revolving credit loans (the
'Revolving Loans') by Snapple and Mistic as well as Cable Car effective February
25, 1999 and RC/Arby's and Royal Crown effective upon the intended redemption
(the 'Redemption') of the $275,000,000 of borrowings under the RC/Arby's 9 3/4%
senior secured notes due 2000 (the '9 3/4% Senior Notes') on March 30, 1999.
There were no borrowings of Revolving Loans on February 25, 1999. The Company
utilized or expects to utilize the aggregate net proceeds of these borrowings
together with available cash and cash equivalents to (i) repay on February 25,
1999 the outstanding principal amount ($284,333,000 as of January 3, 1999 and
February 25, 1999) of the Existing Term Loans under the Existing Beverage Credit
Agreement and related accrued interest ($2,231,000
 
                                      F-74
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
and $1,503,000 as of January 3, 1999 and February 25, 1999, respectively), (ii)
transfer $92,500,000 of proceeds in conjunction with the transfer of $96,300,000
(including $3,800,000 relating to estimated deferred financing costs) of
obligations under the Term Loans to Royal Crown upon the Redemption, (iii)
acquire Millrose Distributors, Inc. and the assets of Mid-State Beverage, Inc.,
two New Jersey distributors of the Company's premium beverages, for $17,250,000,
(iv) pay allocated estimated fees and expenses of $13,000,000 relating to the
consummation of the Credit Facility (the 'Refinancing Transactions') and (v) pay
one-time distributions, including dividends, to Triarc Parent of $87,220,000. As
a result of the repayment prior to maturity of the Existing Term Loans, the
Company expects to recognize an extraordinary charge during the first quarter of
the year ending January 2, 2000 of an estimated $4,876,000 for (i) the write-off
of previously unamortized (a) deferred financing costs ($8,146,000 and
$7,844,000 as of January 3, 1999 and February 25, 1999, respectively) and (b)
interest rate cap agreement costs ($159,000 and $146,000 as of January 3, 1999
and February 25, 1999, respectively), net of income tax benefit ($3,237,000 and
$3,114,000 as of January 3, 1999 and February 25, 1999, respectively).
 
     Borrowings under the Credit Facility bear interest, at the Borrowers'
option, at rates based on either the 30, 60, 90 or 180-day London Interbank
Offered Rate ('LIBOR') (ranging from 5.06% to 5.07% at January 3, 1999) or an
alternate base rate (the 'ABR'). The interest rates on LIBOR-based loans are
reset at the end of the period corresponding with the duration of the LIBOR
selected. The interest rates on ABR-based loans are reset at the time of any
change in the ABR. The ABR (7 3/4% at January 3, 1999) represents the higher of
the prime rate or 1/2% over the Federal funds rate. Revolving Loans and one
class of the Term Loans with an initial borrowing of $45,000,000 bear interest
at 3% over LIBOR or 2% over ABR until such time as such margins may be subject
to downward adjustment by up to 3/4% based on the Borrowers' leverage ratio, as
defined. The other two classes of Term Loans with initial borrowings of
$125,000,000 and $305,000,000 bear interest at 3 1/2% and 3 3/4% over LIBOR,
respectively, and 2 1/2% and 2 3/4%, respectively, over ABR. The borrowing base
for Revolving Loans is the sum of 80% of eligible accounts receivable and 50% of
eligible inventories. At January 31, 1999 there would have been $39,423,000
(unaudited) of borrowing availability to the Company under the Revolving Credit
Facility in accordance with limitations due to such borrowing base. The Term
Loans are due $4,912,000 in 1999, $8,238,000 in 2000, $10,488,000 in 2001,
$12,738,000 in 2002, $14,987,000 in 2003, $15,550,000 in 2004, $94,299,000 in
2005, $242,875,000 in 2006 and $70,913,000 in 2007 and any Revolving Loans would
be due in full in March 2005. Upon consummation of the Redemption and the
concurrent transfer of the $96,300,000 of Term Loans to Royal Crown, the
Company's annual maturities of the Term Loans would decrease proportionately.
The Borrowers must also make mandatory prepayments in an amount, if any,
initially equal to 75% of excess cash flow, as defined in the Credit Agreement.
 
     Under the Credit Agreement substantially all of the assets, other than cash
and cash equivalents of the Company are pledged as security. The Borrowers'
obligations with respect to the Credit Facility are guaranteed by, among other
subsidiaries of TCPG, substantially all of the domestic subsidiaries of Snapple
and Mistic. As collateral for the Snapple and Mistic guarantees, all of the
stock of Snapple and Mistic and substantially all of their domestic, and 65% of
the stock of their directly-owned foreign, subsidiaries are pledged.
 
     The Credit Agreement contains various covenants which (i) require meeting
certain financial amount and ratio tests, (ii) limit, among other matters (a)
the incurrence of indebtedness, (b) the retirement of certain debt prior to
maturity, (c) investments, (d) asset dispositions and (e) affiliate transactions
other than in the normal course of business, and (iii) restrict the payment of
dividends to Triarc Parent. Under the most restrictive of such covenants, the
Borrowers would not be able to pay any dividends to Triarc Parent other than the
aforementioned one-time distributions, including dividends, paid to Triarc
Parent in connection with the Refinancing Transactions.
 
                                      F-75
 

<PAGE>

<PAGE>
                TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                JANUARY 3, 1999
 
     In connection with the Refinancing Transactions, on February 25, 1999 the
Company together with Cable Car and Royal Crown (collectively, the 'Triarc
Beverage Group') entered into a new management services agreement (see Note 16
for disclosure concerning the previous management services agreement) with
Triarc Parent. The new agreement provides for a fixed fee plus annual cost of
living adjustments to the Triarc Beverage Group as a whole commencing January 1,
2000. The fee to the Triarc Beverage Group is to be allocated to the Company
based upon the Company's pro rata share of the sum of the greater of EBITDA and
10% of revenues to the aggregate for the Triarc Beverage Group.
 
     The following unaudited pro forma data of the Company for 1998 have been
prepared by adjusting the historical data reflected in the accompanying
statement of operations for such year to reflect the effects of the Refinancing
Transactions as if such transactions had been consummated on December 29, 1997.
Such pro forma data are presented for information purposes only and do not
purport to be indicative of the Company's actual results of operations had such
transaction actually been consummated on December 29, 1997 or of the Company's
future results of operations and are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                      AS         PRO
                                                                                   REPORTED     FORMA
                                                                                   --------    --------
 
<S>                                                                                <C>         <C>
Net revenues....................................................................   $582,862    $595,415
Operating profit................................................................     54,961      55,924
Interest expense................................................................    (28,587)    (35,393)
Income before extraordinary charge..............................................     18,741      14,829
</TABLE>
 
(19) EVENTS SUBSEQUENT TO MARCH 26, 1999
 
REVISION TO TAX-SHARING AGREEMENT
 
     As discussed in Note 8, on February 25, 1999 TCPG entered into a revised
tax-sharing agreement (including the Company) with Triarc Parent pursuant to
which TCPG will not receive any benefit and, accordingly, the Company will not
receive any benefit for certain deferred tax assets consisting of NOL's and
excess Federal income tax payments recorded in accordance with the prior
tax-sharing agreement. The write-off of such deferred tax assets would have
caused the Borrowers, including the Company, to be in default under the Minimum
Net Worth Covenant of the Credit Agreement. Such Minimum Net Worth Covenant
inadvertently did not provide for the write-off of such deferred tax assets.
Accordingly, on April 23, 1999 the tax-sharing agreement was amended further to
provide that TCPG (and the Company through informal arrangements with TCPG)
would be entitled to the benefits associated with the NOL's and the Federal
income tax prepayments to the extent necessary to avoid non-compliance with the
Minimum Net Worth Covenant; however, any such benefit would be due to Triarc
Parent at such time as, and to the extent that, the write-off of such deferred
tax assets would not cause a default under the Minimum Net Worth Covenant.
 
REDEMPTION OF 9 3/4% SENIOR NOTES
 
     The intended Redemption of the $275,000,000 of borrowings under the 9 3/4%
Senior Notes discussed in Note 18 took place on March 30, 1999 as expected.
 
                                      F-76


<PAGE>

<PAGE>
________________________________________________________________________________
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN, OR DEEMED TO BE CONSIDERED PART
OF, THIS DOCUMENT IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY TRIARC CONSUMER PRODUCTS OR TRIARC BEVERAGE
HOLDINGS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF TRIARC CONSUMER PRODUCTS OR TRIARC BEVERAGE HOLDINGS SINCE THE
DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES WE ARE OFFERING BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
 
                            ------------------------

                      TRIARC CONSUMER PRODUCTS GROUP, LLC
                         TRIARC BEVERAGE HOLDINGS CORP.

                         OFFER TO EXCHANGE $300,000,000
                          10 1/4% SENIOR SUBORDINATED
                                 NOTES DUE 2009

                            ------------------------
                                   PROSPECTUS
                            ------------------------
                                            , 1999
 
UNTIL _______________, 1999 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE EXCHANGE NOTES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENT.
 
________________________________________________________________________________


<PAGE>

<PAGE>
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 18-108 of the Delaware Limited Liability Company Act, as amended
(the 'Act'), grants a Delaware limited liability company the power, subject to
such standards and restrictions, if any, as are set forth in its limited
liability company agreement to indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever.
 
     Article 19 of the Limited Liability Company Operating Agreement of Triarc
Consumer Products Group, LLC (the 'Operating Agreement') provides that the
member shall not have any liability for the obligations or liabilities of Triarc
Consumer Products Group, except to the extent provided in the Act. Section
18-303 provides that except as otherwise provided therein the debts, obligations
and liabilities of a limited liability company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
limited liability company, and no member or manager of a limited liability
company shall be obligated personally for any such debt, obligation or liability
of the limited liability company solely by reason of being a member or acting as
a manager of the limited liability company.
 
     Section 20.1 of the Operating Agreement provides that the member, any
manager, any affiliate of the member or any manager and any officers, directors,
shareholder, partners or employees of the member or any manager and their
respective affiliates, and any officer, employee or expressly authorized agent
of Triarc Consumer Products Group or its affiliates are each a 'Covered Person.'
No Covered Person shall be liable to Triarc Consumers Products Group or any
other Covered Person for any loss, damage or claim incurred by reason of any act
or omission performed or omitted by such Covered Person in good faith on behalf
of Triarc Consumers Products Group and in a manner reasonably believed to be
within the scope of authority conferred on such Covered Person by the Operating
Agreement, except that a Covered Person shall be liable for any such loss,
damage or claim incurred by reason of such Covered Person's gross negligence or
willful misconduct. A Covered Person shall be fully protected in relying in good
faith upon the records of Triarc Consumer Products Group and upon such
information, opinions, reports or statements presented to Triarc Consumer
Products Group by any person as to matters the Covered Person reasonably
believes are within the professional or expert competence of such person or
entity and who or which has been selected with reasonable care by or on behalf
of Triarc Consumer Products Group, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to the member properly be paid.
 
     Section 145 of the Delaware General Corporation Law (the 'DGCL') grants a
Delaware corporation the power to indemnify any director, officer, employee or
agent against reasonable expenses (including attorneys' fees) incurred by him in
connection with any proceeding brought by or on behalf of the corporation and
against judgments, fines, settlements and reasonable expenses (including
attorneys' fees) incurred by him in connection with any other proceeding, if (a)
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and (b) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Except as ordered by a court, however, no indemnification is to be
made in connection with any proceeding brought by or in the right of the
corporation where the person involved is adjudged to be liable to the
corporation.
 
     Article 8 of the Triarc Beverage Holdings Corp. certificate of
incorporation and Article 8 of Triarc Beverage Holdings' by-laws provide that
Triarc Beverage Holdings shall, to the extent not prohibited by law, indemnify
any person who is or was made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (a 'Proceeding'),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of Triarc Beverage Holdings to procure
a judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a director or officer of
Triarc Beverage Holdings, or is
 
                                      II-1
 

<PAGE>

<PAGE>
or was serving in a capacity at the request of Triarc Beverage Holdings as a
director or officer of any other corporation or for any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise (an
'Other Entity'), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees and
disbursements). Persons who are not directors or officers of Triarc Beverage
Holdings may be similarly indemnified in respect of service to Triarc Beverage
Holdings or to an Other Entity at the request of Triarc Beverage Holdings to the
extent the board of directors of Triarc Beverage Holdings at any time specifies
that such persons are entitled to the benefits of this Article 8.
 
     Section 102(b)(7) of the DGCL permits the elimination or limitation of
directors' personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duties as a director except for (1) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (3) breaches under section 174 of the DGCL,
which relate to unlawful payments of dividends or unlawful stock repurchase or
redemptions, and (4) any transaction from which the director derived an improper
personal benefit.
 
     Section 7 of Triarc Beverage Holdings's certificate of incorporation limits
the personal liability of directors of Triarc Beverage Holdings to the fullest
extent permitted by paragraph (7) of subsection (b) of section 102 of the DGCL.
 
     Triarc Companies, Inc ('Triarc Parent') also enters into indemnification
agreements with its, and some of its subsidiaries', directors and officers, some
of whom are our directors and officers, indemnifying them to the fullest extent
permitted by law against liability, including related expenses, they may incur
in their capacity as directors, officers, employees, trustees, agents or
fiduciaries of Triarc Parent and/or its subsidiaries or any liability relating
to their service in any such capacity, at the request of Triarc Parent for other
corporations or entities. The indemnification agreements are meant to provide
specific contractual assurance that the indemnification provided by Triarc
Parent under the certificate of incorporation, bylaws, or directors' and
officers' liability insurance of Triarc Parent will be available regardless of
changes to Triarc Parent's certificate of incorporation or by-laws or any
acquisition transactions relating to Triarc Parent. The indemnification
agreements do not provide indemnification (1) for the return by the indemnitee
of any illegal remuneration paid to him or her, (2) for any profits payable by
the indemnitee to Triarc Parent under Section 16(b) of the Securities Exchange
Act, (3) for any liability resulting from the indemnitee's knowingly fraudulent,
dishonest or willful misconduct, (4) for any amount the payment of which is not
permitted by applicable law, (5) for any liability resulting from conduct
producing unlawful personal benefit, (6) if a final court adjudication
determines that indemnification is not lawful, or (7) to the extent
indemnification has been provided by Triarc Parent under its certificate of
incorporation, by-laws or directors and officers liability insurance.
 
     Determination as to whether an indemnitee is entitled to be paid under the
indemnification agreements may be made by the majority vote of a quorum of
disinterested directors of Triarc Parent, independent legal counsel selected by
the Triarc Parent's board of directors, a majority of disinterested stockholders
of Triarc Parent or by a final adjudication of a court of competent
jurisdiction. If Triarc Parent undergoes a change of control under the
indemnification agreements all such determinations are to be made by special
independent counsel selected by the indemnitee and approved by Triarc Parent,
which approval may not be unreasonably withheld. Triarc Parent will pay the
reasonable fees and expenses of the special independent counsel. An indemnitee
may be able to require Triarc Parent to establish a trust fund to assure that
funds will be available to pay any amounts which may be due to an indemnitee
under an indemnification agreement.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Triarc Consumer
Products Group and Triarc Beverage Holdings pursuant to the foregoing
provisions, Triarc Consumer Products Group and Triarc Beverage Holdings have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
 
     Pursuant to Section 5(b) of the registration rights agreement dated
February 18, 1999, between Triarc Consumer Products Group, Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette
 
                                      II-2
 

<PAGE>

<PAGE>
Securities Corporation, Wasserstein Perella Securities, Inc., and certain
guarantors thereto, the holders of the notes have agreed to indemnify the
parties thereto and their directors, officers and controlling persons against
any losses, claims, damages, liabilities or expenses that may arise out of an
untrue statement or alleged untrue statement of or omission to state a material
fact, contained in the registration statement or prospectus, but only (i) with
reference to information relating to such holder furnished in writing by such
holders to Triarc Consumer Products Group and Triarc Beverage Holdings for use
in the registration statement and (ii) with respect to any losses that may arise
as a result of the disposition by such holder of registerable notes to the
person asserting the claim from which such losses arise pursuant to a
registration statement if such holder sent or delivered, or was required by law
to send or deliver, a prospectus in connection with such disposition, such
holder received a blockage notice with respect to such prospectus in writing at
least four business days prior to the date of such disposition and the untrue
statement or alleged untrue statement or omission or alleged omission was the
reason for the blockage notice.
 
     Section 1.17 of the indenture dated as of February 25, 1999, by and among
Triarc Consumer Products Group, Triarc Beverage Holdings, the Subsidiary
Guarantors and The Bank of New York provides that the holders of the debentures
have agreed to waive all liability for any obligations incurred by Triarc
Consumer Products Group, Triarc Beverage Holdings or the Subsidiary Guarantors
under the notes, Subsidiary Guarantees or the indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation, against
any incorporator, member, director, manager, officer, employee or stockholder,
as such, of Triarc Consumer Products Group, Triarc Beverage Holdings or the
Subsidiary Guarantors, and have agreed to the release of such persons from any
such liability.
 
ITEM 21. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     (a) Exhibits
 
<TABLE>
<CAPTION>
EXHIBIT NO.                                            DESCRIPTION OF EXHIBIT
-----------   --------------------------------------------------------------------------------------------------------
<C>           <S>
    3.1*      -- Certificate of Formation of Triarc Consumer Products Group, LLC
    3.2*      -- Certificate of Incorporation of Triarc Beverage Holdings Corp., as amended
    3.3*      -- Certificate of Incorporation of Mistic Brands, Inc., as amended
    3.4*      -- Restated Certificate of Incorporation of Snapple Beverage Corp.
    3.5*      -- Certificate of Incorporation of Snapple International Corp.
    3.6*      -- Certificate of Incorporation of Snapple Caribbean Corp.
    3.7*      -- Certificate of Incorporation of Snapple Worldwide Corp.
    3.8*      -- Certificate of Incorporation of Snapple Finance Corp.
    3.9*      -- Articles of Incorporation of Pacific Snapple Distributors, Inc., as amended
    3.10*     -- Certificate of Incorporation of Mr. Natural, Inc., as amended
    3.11*     -- Certificate of Incorporation of Kelrae, Inc.
    3.12*     -- Certificate of Incorporation of Millrose Distributors, Inc.
    3.13*     -- Certificate of Incorporation of RC/Arby's Corporation
    3.14*     -- Certificate of Formation of ARHC, LLC
    3.15*     -- Certificate of Incorporation of RCAC Asset Management, Inc.
    3.16*     -- Certificate of Incorporation of Arby's, Inc., as amended
    3.17*     -- Articles of Incorporation of Arby's Building and Construction Co.
    3.18*     -- Certificate of Incorporation of TJ Holding Company, Inc.
    3.19*     -- Certificate of Incorporation of Arby's Restaurant Construction Company
    3.20*     -- Certificate of Incorporation of Arby's Restaurants, Inc.
    3.21*     -- Articles of Incorporation of RC-11, Inc., as amended
    3.22*     -- Certificate of Incorporation of RC Leasing, Inc.
    3.23*     -- Certificate of Incorporation of Royal Crown Bottling Company of Texas, as amended
    3.24*     -- Certificate of Incorporation of Royal Crown Company, Inc., as amended
    3.25*     -- Articles of Incorporation of Retailer Concentrate Products, Inc.
    3.26*     -- Certificate of Incorporation of TriBev Corporation
    3.27*     -- Certificate of Incorporation of Cable Car Beverage Corporation
</TABLE>
 
                                      II-3
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                            DESCRIPTION OF EXHIBIT
-----------   --------------------------------------------------------------------------------------------------------
<C>           <S>
    3.28*     -- Articles of Incorporation of Old San Francisco Seltzer, Inc., as amended
    3.29*     -- Articles of Incorporation of Fountain Classics, Inc.
    3.30*     -- Limited Liability Company Operating Agreement of Triarc Consumer Products Group, LLC
    3.31*     -- By-laws of Triarc Beverage Holdings Corp.
    3.32*     -- By-laws of Mistic Brands, Inc.
    3.33*     -- Amended and Restated By-laws of Snapple Beverage Corp.
    3.34*     -- By-laws of Snapple International Corp.
    3.35*     -- By-laws of Snapple Caribbean Corp.
    3.36*     -- By-laws of Snapple Worldwide Corp.
    3.37*     -- By-laws of Snapple Finance Corp.
    3.38*     -- By-laws of Pacific Snapple Distributors, Inc.
    3.39*     -- By-laws of Mr. Natural, Inc.
    3.40*     -- By-laws of Kelrae, Inc.
    3.41*     -- Amended and Restated By-laws of Millrose Distributors, Inc.
    3.42*     -- By-laws of RC/Arby's Corporation
    3.43*     -- Limited Liability Company Operating Agreement of ARHC, LLC
    3.44*     -- By-laws of RCAC Asset Management, Inc.
    3.45*     -- By-laws of Arby's, Inc.
    3.46*     -- By-laws of Arby's Building and Construction Co.
    3.47*     -- By-laws of TJ Holding Company, Inc.
    3.48*     -- By-laws of Arby's Restaurant Construction Company
    3.49*     -- By-laws of Arby's Restaurants, Inc.
    3.50*     -- By-laws of RC-11, Inc.
    3.51*     -- By-laws of RC Leasing, Inc.
    3.52*     -- By-laws of Royal Crown Bottling Company of Texas
    3.53*     -- By-laws of Royal Crown Company, Inc.
    3.54*     -- By-laws of Retailer Concentrate Products, Inc.
    3.55*     -- By-laws of TriBev Corporation
    3.56*     -- By-laws of Cable Car Beverage Corporation
    3.57*     -- By-laws of Old San Francisco Seltzer, Inc.
    3.58*     -- By-laws of Fountain Classics, Inc.
    4.1       -- Credit Agreement dated as of February 25, 1999, among Snapple Beverage Corp. ('Snapple'), Mistic
                 Brands, Inc. ('Mistic'), Cable Car Beverage Corporation ('Cable Car'), RC/Arby's Corporation and Royal
                 Crown Company Inc. ('Royal Crown'), as Borrowers, various financial institutions party thereto, as
                 Lenders, DLJ Capital Funding, Inc., as syndication agent, Morgan Stanley Senior Funding, Inc., as
                 Documentation Agent, and The Bank of New York, as Administrative Agent, incorporated herein by
                 reference to Exhibit 4.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 11, 1999
                 (SEC file no. 1-2207).
    4.2       -- Indenture dated of February 25, 1999 among Triarc Consumer Products Group LLC ('Triarc Consumer
                 Products Group'), Triarc Beverage Holdings Corp. ('Triarc Beverage Holdings'), as Issuers, the
                 subsidiary guarantors party thereto and The Bank of New York, as Trustee, incorporated herein by
                 reference to Exhibit 4.2 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 11, 1999
                 (SEC file no. 1-2207).
    4.3       -- Registration Rights Agreement dated February 18, 1999 among Triarc Consumer Products Group, Triarc
                 Beverage Holdings, the Guarantors party thereto and Morgan Stanley & Co. Incorporated, Donaldson,
                 Lufkin & Jenrette Securities Corporation and Wasserstein Perella Securities, Inc., incorporated herein
                 by reference to Exhibit 4.3 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 11,
                 1999 (SEC file no. 1-2207).
    4.4       -- Registration Rights Agreement dated as of February 25, 1999 among Triarc Consumer Products Group,
                 Triarc Beverage Holdings, the Guarantors party thereto and Nelson Peltz and Peter W. May, incorporated
                 herein by reference to Exhibit 4.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated April
                 1, 1999 (SEC file no. 1-2207).
    4.5*      -- Form of 10 1/4% Senior Subordinated Note of Triarc Consumer Products Group and Triarc Beverage
                 Holdings due 2009.
    5.1*      -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to legality of the exchange notes.
</TABLE>
 
                                      II-4
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                            DESCRIPTION OF EXHIBIT
-----------   --------------------------------------------------------------------------------------------------------
<C>           <S>
    8.1*      -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to federal income tax matters.
   10.1       -- Triarc Companies, Inc.'s 1993 Equity Participation Plan, as amended, incorporated herein by reference
                 to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 31, 1997 (SEC file
                 no. 1-2207).
   10.2       -- Form of Non-Incentive Stock Option Agreement under Triarc Companies, Inc.'s 1993 Equity Participation
                 Plan, incorporated herein by reference to Exhibit 10.2 to Triarc Companies, Inc.'s Current Report on
                 Form 8-K dated March 31, 1997 (SEC file no. 1-2207).
   10.3       -- Form of Restricted Stock Agreement under Triarc Companies, Inc.'s 1933 Equity Participation Plan,
                 incorporated herein by reference to Exhibit 13 to Triarc Companies, Inc.'s Current Report on Form 8-K
                 dated April 23, 1993 (SEC file no. 1-2207).
   10.4       -- Concentrate Sales Agreement dated as of January 28, 1994 between Royal Crown Cola Co. 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 Companies, Inc.'s Registration Statement on
                 Form S-4 dated March 11, 1994 (SEC file no. 1-2207).
   10.5       -- Form of Indemnification Agreement, between Triarc Companies, Inc. and certain officers, directors,
                 and employees of Triarc Companies, Inc., incorporated herein by reference to Exhibit F to the 1994
                 Proxy (SEC file no. 1-2207).
   10.6       -- Employment Agreement, dated as June 29, 1994, between Brian L. Schorr and Triarc Companies, Inc.,
                 incorporated herein by reference to Exhibit 10.2 to Triarc Companies, Inc.'s Current Report on Form
                 8-K dated March 29, 1995 (SEC file no. 1-2207).
   10.7       -- 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 Companies, Inc.'s
                 Current Report on Form 8-K/A dated March 16, 1998 (SEC file no. 1-2207).
   10.8       -- 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 Companies, Inc.'s
                 Current Report on Form 8-K/A dated March 16, 1998 (SEC file no. 1-2207).
   10.9       -- Employment Agreement dated as of April 29, 1996 between Triarc Companies, Inc. and John L. Barnes,
                 Jr., incorporated herein by reference to Exhibit 10.3 to Triarc Companies, Inc.'s Current Report on
                 Form 8-K dated March 31, 1997 (SEC file no. 1-2207).
   10.10      -- Stock Purchase Agreement dated as of March 27, 1997 between The Quaker Oats Company and Triarc
                 Companies, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc Companies, Inc.'s Current
                 Report on Form 8-K dated March 31, 1997 (SEC file no. 1-2207).
   10.11      -- Agreement and Plan of Merger dated as of June 24, 1997 between Cable Car, Triarc Companies, Inc. and
                 CCB Merger Corporation ('CCB'), incorporated herein by reference to Exhibit 2.1 to Triarc Companies,
                 Inc.'s Current Report on Form 8-K dated June 24, 1997 (SEC file no. 1-2207).
   10.12      -- Amendment No. 1 to Agreement and Plan of Merger, dated as of September 30, 1997, between Cable Car,
                 Triarc Companies, Inc. and CCB, incorporated herein by reference to Appendix B-1 to the Proxy
                 Statement/Prospectus filed pursuant to Triarc Companies, Inc.'s Registration Statement on Form S-4
                 dated October 22, 1997 (SEC file no. 1-2207).
   10.13      -- Option granted by RTM Partners, Inc. ('RTM Partners') in favor of Arby's Restaurants Holding Company,
                 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 Companies, Inc.'s
                 Registration Statement on Form S-4 dated October 22, 1997 (SEC file no. 1-2207).
   10.14      -- Guaranty dated as of May 5, 1997 by RTM, Inc., RTM Parent, RTM Partners, RTM Management Co., LLC and
                 RTM Operating Company in favor of Arby's, Arby's Restaurant Development Corporation, Arby's Restaurant
                 Holding Company, Arby's Restaurant Operations Company and Triarc Companies, Inc., incorporated herein
                 by reference to Exhibit 10.31 to Triarc Companies, Inc.'s Registration Statement on Form S-4 dated
                 October 22, 1997 (SEC file no. 1-2007).
   10.15      -- Triarc Companies, Inc.'s, Inc. 1997 Equity Participation Plan (the '1997 Equity Plan'), incorporated
                 herein by reference to Exhibit 10.5 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March
                 16, 1998 (SEC file no. 1-2207).
   10.16      -- Form of Non-Incentive Stock Option Agreement under the 1997 Equity Plan, incorporated herein by
                 reference to Exhibit 10.6 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 16, 1998
                 (SEC file no. 1-2207).
</TABLE>
 
                                      II-5
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                            DESCRIPTION OF EXHIBIT
-----------   --------------------------------------------------------------------------------------------------------
<C>           <S>
   10.17      -- Triarc Companies, Inc.'s Stock Option Plan for Cable Car Employees, incorporated herein by reference
                 to Exhibit 4.3 to Triarc Companies, Inc.'s Registration Statement on Form S-8 dated January 22, 1998
                 (Registration No. 333-44711).
   10.18      -- Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the 'TBHC Option Plan'), incorporated herein
                 by reference to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 16,
                 1998 (SEC file no. 1-2207).
   10.19      -- Form of Non-Qualified Stock Option Agreement under the TBHC Option Plan, incorporated herein by
                 reference to Exhibit 10.2 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March 16, 1998
                 (SEC file no. 1-2207).
   10.20      -- Triarc Companies, Inc.'s 1998 Equity Participation Plan, as currently in effect, incorporated herein
                 by reference to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated May 13, 1998
                 (SEC file no. 1-2207).
   10.21      -- Form of Non-Incentive Stock Option Agreement under Triarc Companies, Inc.'s 1998 Equity Participation
                 Plan, incorporated herein by reference to Exhibit 10.2 to Triarc Companies, Inc.'s Current Report on
                 Form 8-K dated May 13, 1998 (SEC file no. 1-2207).
   10.22      -- Letter Agreement, dated as of March 10, 1998, between Triarc Companies, Inc. and John L. Barnes, Jr.,
                 incorporated herein by reference to Exhibit 10.3 to Triarc Companies, Inc.'s Current Report on Form
                 8-K dated May 13, 1998 (SEC file no. 1-2207).
   10.23      -- Letter Agreement dated July 23, 1998 between John L. Belsito and Royal Crown, incorporated herein by
                 reference to Exhibit 10.1 to RC/Arby's Corporation's Current Report on Form 8-K dated November 5, 1998
                 (SEC file no. 33-62778).
   10.24      -- Letter Agreement dated August 27, 1998 among John C. Carson, Triarc Companies, Inc. and Royal Crown,
                 incorporated herein by reference to Exhibit 10.2 to RC/Arby's Corporation's Current Report on Form 8-K
                 dated November 5, 1998 (SEC file no. 33-62778).
   10.25      -- Letter Agreement dated as of February 13, 1997 between Arby's and Roland Smith, incorporated herein
                 by reference to Exhibit 10.1 to Triarc Companies Inc.'s Current Report on Form 8-K dated April 1, 1999
                 (SEC file no. 1-2207).
   10.26      -- Triarc Restaurant Group Senior Executive Mid-term Incentive Plan (Portions of this exhibit have been
                 omitted pursuant to a request for confidential treatment), incorporated herein by reference to Exhibit
                 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated April 30, 1999 (SEC file 1-2207).
   10.27*     -- Management Services Agreement, dated February 25, 1999, by and between Triarc Companies, Inc. and
                 Arby's, Inc.
   10.28*     -- Management Services Agreement, dated February 25, 1999, by and between Triarc Companies, Inc.,
                 Snapple, Mistic, Cable Car and Royal Crown.
   10.29*     -- Tax Sharing Agreement, dated February 25, 1999, by and between Triarc Companies, Inc., Triarc
                 Consumer Products Group, Triarc Beverage Holdings, Snapple, Mistic, Cable Car, RC/Arby's Corporation,
                 Royal Crown, Arby's, and ARHC, LLC.
   10.30*     -- Amendment No. 1 to the Tax Sharing Agreement, dated April 23, 1999, by and among Triarc Companies,
                 Inc., Triarc Consumer Products Group, Triarc Beverage Holdings, Snapple, Mistic, Cable Car, RC/Arby's
                 Corporation, Royal Crown, Arby's and ARHC, LLC.
   10.31*     -- Tax Sharing Agreement, dated May 22, 1997, by and among Triarc Companies Inc., Triarc Beverage
                 Holdings, Snapple and Mistic.
   10.32*     -- Tax Sharing Agreement, dated November 25, 1997, by and among Triarc Companies, Inc. and Cable Car.
   10.33*     -- Amendment to Tax Sharing Agreements, dated as of August 15, 1998, among Triarc Beverage Holdings,
                 Snapple, Mistic and Cable Car.
   10.34*     -- Contribution Agreement, dated as of February 23, 1999, between Triarc Companies, Inc. and Triarc
                 Consumer Products Group.
   10.35*     -- Letter Agreemnt dated as of April 28, 1999, between Triarc Companies, Inc. and John L. Barnes, Jr.
   12.1*      -- Statement of Computation of Ratios of Earnings to Fixed Charges.
   21.1*      -- Subsidiaries of Triarc Consumer Products Group, LLC.
   23.1*      -- Consent of Deloitte & Touche LLP relating to Triarc Consumer Products Group, LLC.
   23.2*      -- Consent of Deloitte & Touche LLP relating to Triarc Beverage Holdings Corp.
   23.3*      -- Consent of Arthur Andersen LLP.
   23.4*      -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinion filed as Exhibit 5.1 of
                 this Registration Statement).
</TABLE>
 
                                      II-6
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                            DESCRIPTION OF EXHIBIT
-----------   --------------------------------------------------------------------------------------------------------
<C>           <S>
   23.5*      -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinion filed as Exhibit 8.1 of
                 this Registration Statement).
   24.1*      -- Powers of Attorney (contained on signature pages).
   25.1*      -- Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture.
   27.1*      -- Financial Data Schedule of Triarc Consumer Products Group, LLC.
   27.2*      -- Financial Data Schedule of Triarc Beverage Holdings Corp.
   99.1*      -- Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification
                 Number of Substitute Form W-9).
   99.2*      -- Form of Notice of Guaranteed Delivery.
   99.3**     -- Form of Exchange Agency Agreement.
</TABLE>
 
     -----------------------------
 
*  Filed herewith.
 
** To be filed by amendment.
 
     (b) Financial Data Schedules
 
     None
 
ITEM 22. UNDERTAKINGS.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 20, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. If a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officers or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
 
     The undersigned registrants hereby undertake:
 
     To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed after the effective date of this Registration
Statement through the date of responding to the request;
 
     To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not the
subject of and included in the Registration Statement when it became effective;
 
     The undersigned registrants hereby undertake:
 
     (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
 
          (i) to include any prospectus required by Section 10(a)(3) of the
     Securities Act;
 
          (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof which, individually or in the aggregate,
     represent a fundamental change in the information described in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Securities and
     Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
 
                                      II-7
 

<PAGE>

<PAGE>
     maximum aggregate offering price set forth in the 'Calculation of
     Registration Fee' table in the effective Registration Statement;
 
          (iii) to include any material information with respect to the not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement;
 
     (2) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
 
     (3) to remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
 
                                      II-8


<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          TRIARC CONSUMER PRODUCTS GROUP, LLC
 
                                          By:         /s/ BRIAN L. SCHORR
                                             ...................................
                                                      BRIAN L. SCHORR
                                            EXECUTIVE VICE PRESIDENT AND GENERAL
                                                           COUNSEL
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
<C>                                         <S>
             /s/ NELSON PELTZ               Chairman and Chief Executive Officer and Manager (Principal Executive
 .........................................    Officer)
               NELSON PELTZ
 
             /s/ PETER W. MAY               President and Chief Operating Officer and Manager
 .........................................
               PETER W. MAY
 
         /s/ JOHN L. BARNES, JR.            Executive Vice President and Chief Financial Officer and Manager
 .........................................    (Principal Financial Officer)
           JOHN L. BARNES, JR.
 
           /s/ FRED H. SCHAEFER             Vice President and Chief Accounting Officer (Principal Accounting
 .........................................    Officer)
             FRED H. SCHAEFER
 
            /s/ ERIC D. KOGAN               Executive Vice President and Manager
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Executive Vice President and Manager
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                      II-9
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          TRIARC BEVERAGE HOLDINGS CORP.
 
                                          By:         /s/ BRIAN L. SCHORR
                                             ...................................
                                                      BRIAN L. SCHORR
                                                  EXECUTIVE VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED BELOW AND ON MAY 17,
1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
          /s/ ERNEST J. CAVALLO             President and Chief Operating Officer and Director
 .........................................
            ERNEST J. CAVALLO
 
             /s/ NELSON PELTZ               Chairman and Director
 .........................................
               NELSON PELTZ
 
             /s/ PETER W. MAY               Vice Chairman and Director
 .........................................
               PETER W. MAY
 
           /s/ BRIAN L. SCHORR              Executive Vice President and Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-10
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          MISTIC BRANDS, INC.
 
                                          By:         /s/ BRIAN L. SCHORR
                                             ...................................
                                                      BRIAN L. SCHORR
                                                  EXECUTIVE VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
          /s/ ERNEST J. CAVALLO             President and Chief Operating Officer and Director
 .........................................
            ERNEST J. CAVALLO
 
             /s/ NELSON PELTZ               Director
 .........................................
               NELSON PELTZ
 
             /s/ PETER W. MAY               Director
 .........................................
               PETER W. MAY
 
           /s/ BRIAN L. SCHORR              Executive Vice President and Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-11
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          SNAPPLE BEVERAGE CORP.
 
                                          By:         /s/ BRIAN L. SCHORR
                                             ...................................
                                                      BRIAN L. SCHORR
                                                  EXECUTIVE VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
          /s/ ERNEST J. CAVALLO             President and Chief Operating Officer and Director
 .........................................
            ERNEST J. CAVALLO
 
             /s/ NELSON PELTZ               Director
 .........................................
               NELSON PELTZ
 
             /s/ PETER W. MAY               Director
 .........................................
               PETER W. MAY
 
           /s/ BRIAN L. SCHORR              Executive Vice President and Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-12
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          SNAPPLE INTERNATIONAL CORP.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-13
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          SNAPPLE CARIBBEAN CORP.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-14
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          SNAPPLE WORLDWIDE CORP.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-15
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          SNAPPLE FINANCE CORP.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-16
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          PACIFIC SNAPPLE DISTRIBUTORS, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-17
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          MR. NATURAL, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chairman and Chief Executive Officer and Director (Principal
 .........................................    Executive Officer)
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-18
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          KELRAE, INC.
 
                                          By:       /s/ JOHN L. BARNES, JR.
                                             ...................................
                                                    JOHN L. BARNES, JR.
                                                         PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED BELOW AND ON MAY 17,
1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ JOHN L. BARNES, JR.            President (Principal Executive, Financial and Accounting Officer)
 .........................................
           JOHN L. BARNES, JR.
 
          /s/ ANDREW M. JOHNSTON            Director
 .........................................
            ANDREW M. JOHNSTON
 
          /s/ ANDREW PANACCIONE             Director
 .........................................
            ANDREW PANACCIONE
 
         /s/ FRANCIS T. MCCARRON            Director
 .........................................
           FRANCIS T. MCCARRON
</TABLE>
 
                                     II-19
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          MILLROSE DISTRIBUTORS, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-20
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT.
LAUDERDALE, STATE OF FLORIDA, ON MAY 17, 1999.
 
                                          RC/ARBY'S CORPORATION
 
                                          By:        /s/ CURTIS S. GIMSON
                                             ...................................
                                                      CURTIS S. GIMSON
                                                   SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
           /s/ CURTIS S. GIMSON             Member of the Office of the Chief Executive and Senior Vice President
 .........................................    and Director (Principal Executive Officer)
             CURTIS S. GIMSON
 
           /s/ MICHAEL C. HOWE              Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             MICHAEL C. HOWE
 
         /s/ KENNETH L. JOHNSTON            Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
           KENNETH L. JOHNSTON
 
          /s/ KENNETH A. THOMAS             Member of the Office of the Chief Executive, Senior Vice President,
 .........................................    Treasurer and Chief Financial Officer and Director (Principal
            KENNETH A. THOMAS                 Executive, Financial and Accounting Officer)
 
        /s/ JOHN T.A. VANDERSLICE           Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
          JOHN T.A. VANDERSLICE
 
         /s/ ALEXANDER E. FISHER            Director
 .........................................
           ALEXANDER E. FISHER
</TABLE>
 
                                     II-21
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          ARHC, LLC
 
                                          By:         /s/ BRIAN L. SCHORR
                                             ...................................
                                                      BRIAN L. SCHORR
                                                  EXECUTIVE VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED BELOW AND ON MAY 17,
1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ JOHN L. BARNES, JR.            Executive Vice President and Chief Executive Officer and Manager
 .........................................    (Principal Executive, Financial and Accounting Officer)
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Executive Vice President and Manager
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Executive Vice President and Manager
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-22
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          RCAC ASSET MANAGEMENT, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                               PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED BELOW AND ON MAY 17,
1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           President and Chief Executive Officer and Director (Principal
 .........................................    Executive Officer)
           MICHAEL F. WEINSTEIN
 
          /s/ KENNETH A. THOMAS             Senior Vice President and Chief Financial Officer and Director
 .........................................    (Principal Financial and Accounting Officer)
            KENNETH A. THOMAS
 
           /s/ CURTIS S. GIMSON             Senior Vice President and Director
 .........................................
             CURTIS S. GIMSON
</TABLE>
 
                                     II-23
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT.
LAUDERDALE, STATE OF FLORIDA, ON MAY 17, 1999.
 
                                          ARBY'S, INC.
 
                                          By:        /s/ CURTIS S. GIMSON
                                             ...................................
                                                      CURTIS S. GIMSON
                                                   SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
           /s/ CURTIS S. GIMSON             Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             CURTIS S. GIMSON
 
           /s/ MICHAEL C. HOWE              Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             MICHAEL C. HOWE
 
         /s/ KENNETH L. JOHNSTON            Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
           KENNETH L. JOHNSTON
 
          /s/ KENNETH A. THOMAS             Member of the Office of the Chief Executive, Senior Vice President
 .........................................    and Chief Financial Officer and Director (Principal Executive,
            KENNETH A. THOMAS                 Financial and Accounting Officer)
 
        /s/ JOHN T.A. VANDERSLICE           Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
          JOHN T.A. VANDERSLICE
 
             /s/ NELSON PELTZ               Director
 .........................................
               NELSON PELTZ
 
             /s/ PETER W. MAY               Director
 .........................................
               PETER W. MAY
</TABLE>
 
                                     II-24
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT.
LAUDERDALE, STATE OF FLORIDA, ON MAY 17, 1999.
 
                                          ARBY'S BUILDING AND CONSTRUCTION
                                          COMPANY
 
                                          By:        /s/ CURTIS S. GIMSON
                                             ...................................
                                                      CURTIS S. GIMSON
                                                   SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
           /s/ CURTIS S. GIMSON             Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             CURTIS S. GIMSON
 
           /s/ MICHAEL C. HOWE              Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             MICHAEL C. HOWE
 
         /s/ KENNETH L. JOHNSTON            Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
           KENNETH L. JOHNSTON
 
          /s/ KENNETH A. THOMAS             Member of the Office of the Chief Executive, Senior Vice President
 .........................................    and Chief Financial Officer (Principal Executive, Financial and
            KENNETH A. THOMAS                 Accounting Officer)
 
        /s/ JOHN T.A. VANDERSLICE           Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
          JOHN T.A. VANDERSLICE
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-25
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT.
LAUDERDALE, STATE OF FLORIDA, ON MAY 17, 1999.
 
                                          TJ HOLDING COMPANY, INC.
 
                                          By:        /s/ CURTIS S. GIMSON
                                             ...................................
                                                      CURTIS S. GIMSON
                                                   SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
           /s/ CURTIS S. GIMSON             Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             CURTIS S. GIMSON
 
           /s/ MICHAEL C. HOWE              Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             MICHAEL C. HOWE
 
         /s/ KENNETH L. JOHNSTON            Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
           KENNETH L. JOHNSTON
 
          /s/ KENNETH A. THOMAS             Member of the Office of the Chief Executive, Senior Vice President
 .........................................    and Chief Financial Officer (Principal Executive, Financial and
            KENNETH A. THOMAS                 Accounting Officer)
 
        /s/ JOHN T.A. VANDERSLICE           Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
          JOHN T.A. VANDERSLICE
 
            /s/ JOHN L. BARNES              Director
 .........................................
              JOHN L. BARNES
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-26
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT.
LAUDERDALE, STATE OF FLORIDA, ON MAY 17, 1999.
 
                                          ARBY'S RESTAURANT CONSTRUCTION COMPANY
 
                                          By:        /s/ CURTIS S. GIMSON
                                             ...................................
                                                      CURTIS S. GIMSON
                                                   SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
           /s/ CURTIS S. GIMSON             Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             CURTIS S. GIMSON
 
           /s/ MICHAEL C. HOWE              Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             MICHAEL C. HOWE
 
         /s/ KENNETH L. JOHNSTON            Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
           KENNETH L. JOHNSTON
 
          /s/ KENNETH A. THOMAS             Member of the Office of the Chief Executive, Senior Vice President
 .........................................    and Chief Financial Officer (Principal Executive, Financial and
            KENNETH A. THOMAS                 Accounting Officer)
 
        /s/ JOHN T.A. VANDERSLICE           Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
          JOHN T.A. VANDERSLICE
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-27
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT.
LAUDERDALE, STATE OF FLORIDA, ON MAY 17, 1999.
 
                                          ARBY'S RESTAURANTS, INC.
 
                                          By:        /s/ CURTIS S. GIMSON
                                             ...................................
                                                      CURTIS S. GIMSON
                                                   SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
           /s/ CURTIS S. GIMSON             Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             CURTIS S. GIMSON
 
           /s/ MICHAEL C. HOWE              Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
             MICHAEL C. HOWE
 
         /s/ KENNETH L. JOHNSTON            Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
           KENNETH L. JOHNSTON
 
          /s/ KENNETH A. THOMAS             Member of the Office of the Chief Executive, Senior Vice President
 .........................................    and Chief Financial Officer (Principal Executive, Financial and
            KENNETH A. THOMAS                 Accounting Officer)
 
        /s/ JOHN T.A. VANDERSLICE           Member of the Office of the Chief Executive (Principal Executive
 .........................................    Officer)
          JOHN T.A. VANDERSLICE
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-28
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          RC-11, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED BELOW AND ON MAY 17,
1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-29
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          RC LEASING, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Vice President and Chief Financial Officer (Principal Financial and
 .........................................    Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-30
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          ROYAL CROWN BOTTLING COMPANY OF TEXAS
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Vice President and Chief Financial Officer (Principal Financial and
 .........................................    Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-31
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          ROYAL CROWN COMPANY, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
          /s/ ERNEST J. CAVALLO             Director
 .........................................
            ERNEST J. CAVALLO
 
             /s/ PETER W. MAY               Director
 .........................................
               PETER W. MAY
 
             /s/ NELSON PELTZ               Director
 .........................................
               NELSON PELTZ
</TABLE>
 
                                     II-32
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          RETAILER CONCENTRATE PRODUCTS, INC.
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer and Director (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-33
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE
PLAINS, STATE OF NEW YORK, ON MAY 17, 1999.
 
                                          TRIBEV CORPORATION
 
                                          By:      /s/ MICHAEL F. WEINSTEIN
                                             ...................................
                                                    MICHAEL F. WEINSTEIN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
         /s/ MICHAEL F. WEINSTEIN           Chief Executive Officer (Principal Executive Officer)
 .........................................
           MICHAEL F. WEINSTEIN
 
            /s/ RICHARD ALLEN               Senior Vice President and Chief Financial Officer (Principal
 .........................................    Financial and Accounting Officer)
              RICHARD ALLEN
 
         /s/ JOHN L. BARNES, JR.            Director
 .........................................
           JOHN L. BARNES, JR.
 
           /s/ STUART I. ROSEN              Director
 .........................................
             STUART I. ROSEN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-34
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER,
STATE OF COLORADO, ON MAY 17, 1999.
 
                                          CABLE CAR BEVERAGE CORPORATION
 
                                          By:        /s/ SAMUEL M. SIMPSON
                                             ...................................
                                                     SAMUEL M. SIMPSON
                                               PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
          /s/ SAMUEL M. SIMPSON             President and Chief Executive Officer and Director (Principal
 .........................................    Executive Officer)
            SAMUEL M. SIMPSON
 
           /s/ MYRON D. STADLER             Vice President and Chief Financial Officer (Principal Financial and
 .........................................    Accounting Officer)
             MYRON D. STADLER
 
          /s/ ERNEST J. CAVALLO             Director
 .........................................
            ERNEST J. CAVALLO
 
             /s/ NELSON PELTZ               Chairman and Director
 .........................................
               NELSON PELTZ
 
             /s/ PETER W. MAY               Vice Chairman and Director
 .........................................
               PETER W. MAY
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
 
         /s/ MICHAEL F. WEINSTEIN           Director
 .........................................
           MICHAEL F. WEINSTEIN
</TABLE>
 
                                     II-35
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER,
STATE OF COLORADO, ON MAY 17, 1999.
 
                                          OLD SAN FRANCISCO SELTZER, INC.
 
                                          By:        /s/ SAMUEL M. SIMPSON
                                             ...................................
                                                     SAMUEL M. SIMPSON
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
          /s/ SAMUEL M. SIMPSON             President and Chief Executive Officer (Principal Executive Officer)
 .........................................
            SAMUEL M. SIMPSON
 
           /s/ MYRON D. STADLER             Vice President and Chief Financial Officer (Principal Financial and
 .........................................    Accounting Officer)
             MYRON D. STADLER
 
            /s/ JOHN L. BARNES              Director
 .........................................
              JOHN L. BARNES
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-36
 

<PAGE>

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER,
STATE OF COLORADO, ON MAY 17, 1999.
 
                                          FOUNTAIN CLASSICS, INC.
 
                                          By:        /s/ SAMUEL M. SIMPSON
                                             ...................................
                                                     SAMUEL M. SIMPSON
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Nelson
Peltz and Peter W. May, or any one of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW AND ON MAY 17, 1999.
 
<TABLE>
<CAPTION>
                SIGNATURES                                                  TITLE
------------------------------------------  ---------------------------------------------------------------------
 
<C>                                         <S>
          /s/ SAMUEL M. SIMPSON             President and Chief Executive Officer (Principal Executive Officer)
 .........................................
            SAMUEL M. SIMPSON
 
           /s/ MYRON D. STADLER             Vice President and Chief Financial Officer (Principal Financial and
 .........................................    Accounting Officer)
             MYRON D. STADLER
 
            /s/ JOHN L. BARNES              Director
 .........................................
              JOHN L. BARNES
 
            /s/ ERIC D. KOGAN               Director
 .........................................
              ERIC D. KOGAN
 
           /s/ BRIAN L. SCHORR              Director
 .........................................
             BRIAN L. SCHORR
</TABLE>
 
                                     II-37


<PAGE>

<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION                                              PAGE
-----------   -------------------------------------------------------------------------------------------------   ----
<C>           <S>                                                                                                 <C>
    3.1*      -- Certificate of Formation of Triarc Consumer Products Group, LLC...............................
    3.2*      -- Certificate of Incorporation of Triarc Beverage Holdings Corp., as amended....................
    3.3*      -- Certificate of Incorporation of Mistic Brands, Inc., as amended...............................
    3.4*      -- Restated Certificate of Incorporation of Snapple Beverage Corp. ..............................
    3.5*      -- Certificate of Incorporation of Snapple International Corp....................................
    3.6*      -- Certificate of Incorporation of Snapple Caribbean Corp........................................
    3.7*      -- Certificate of Incorporation of Snapple Worldwide Corp........................................
    3.8*      -- Certificate of Incorporation of Snapple Finance Corp..........................................
    3.9*      -- Articles of Incorporation of Pacific Snapple Distributors, Inc., as amended...................
    3.10*     -- Certificate of Incorporation of Mr. Natural, Inc., as amended.................................
    3.11*     -- Certificate of Incorporation of Kelrae, Inc...................................................
    3.12*     -- Certificate of Incorporation of Millrose Distributors, Inc....................................
    3.13*     -- Certificate of Incorporation of RC/Arby's Corporation.........................................
    3.14*     -- Certificate of Formation of ARHC, LLC.........................................................
    3.15*     -- Certificate of Incorporation of RCAC Asset Management, Inc....................................
    3.16*     -- Certificate of Incorporation of Arby's, Inc., as amended......................................
    3.17*     -- Articles of Incorporation of Arby's Building and Construction Co..............................
    3.18*     -- Certificate of Incorporation of TJ Holding Company, Inc.......................................
    3.19*     -- Certificate of Incorporation of Arby's Restaurant Construction Company........................
    3.20*     -- Certificate of Incorporation of Arby's Restaurants, Inc.......................................
    3.21*     -- Articles of Incorporation of RC-11, Inc., as amended..........................................
    3.22*     -- Certificate of Incorporation of RC Leasing, Inc...............................................
    3.23*     -- Certificate of Incorporation of Royal Crown Bottling Company of Texas, as amended.............
    3.24*     -- Certificate of Incorporation of Royal Crown Company, Inc., as amended.........................
    3.25*     -- Articles of Incorporation of Retailer Concentrate Products, Inc...............................
    3.26*     -- Certificate of Incorporation of TriBev Corporation............................................
    3.27*     -- Certificate of Incorporation of Cable Car Beverage Corporation................................
    3.28*     -- Articles of Incorporation of Old San Francisco Seltzer, Inc., as amended......................
    3.29*     -- Articles of Incorporation of Fountain Classics, Inc...........................................
    3.30*     -- Limited Liability Company Operating Agreement of Triarc Consumer Products Group, LLC..........
    3.31*     -- By-laws of Triarc Beverage Holdings Corp......................................................
    3.32*     -- By-laws of Mistic Brands, Inc.................................................................
    3.33*     -- Amended and Restated By-laws of Snapple Beverage Corp.........................................
    3.34*     -- By-laws of Snapple International Corp.........................................................
    3.35*     -- By-laws of Snapple Caribbean Corp.............................................................
    3.36*     -- By-laws of Snapple Worldwide Corp.............................................................
    3.37*     -- By-laws of Snapple Finance Corp...............................................................
    3.38*     -- By-laws of Pacific Snapple Distributors, Inc..................................................
    3.39*     -- By-laws of Mr. Natural, Inc...................................................................
    3.40*     -- By-laws of Kelrae, Inc........................................................................
    3.41*     -- Amended and Restated By-laws of Millrose Distributors, Inc....................................
    3.42*     -- By-laws of RC/Arby's Corporation..............................................................
    3.43*     -- Limited Liability Company Operating Agreement of ARHC, LLC....................................
    3.44*     -- By-laws of RCAC Asset Management, Inc.........................................................
    3.45*     -- By-laws of Arby's, Inc........................................................................
    3.46*     -- By-laws of Arby's Building and Construction Co................................................
    3.47*     -- By-laws of TJ Holding Company, Inc............................................................
    3.48*     -- By-laws of Arby's Restaurant Construction Company.............................................
    3.49*     -- By-laws of Arby's Restaurants, Inc............................................................
    3.50*     -- By-laws of RC-11, Inc.........................................................................
    3.51*     -- By-laws of RC Leasing, Inc....................................................................
    3.52*     -- By-laws of Royal Crown Bottling Company of Texas..............................................
    3.53*     -- By-laws of Royal Crown Company, Inc...........................................................
    3.54*     -- By-laws of Retailer Concentrate Products, Inc.................................................
    3.55*     -- By-laws of TriBev Corporation.................................................................
    3.56*     -- By-laws of Cable Car Beverage Corporation.....................................................
    3.57*     -- By-laws of Old San Francisco Seltzer, Inc.....................................................
    3.58*     -- By-laws of Fountain Classics, Inc.............................................................
</TABLE>
 
                                     II-38
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION                                              PAGE
-----------   -------------------------------------------------------------------------------------------------   ----
<C>           <S>                                                                                                 <C>
    4.1       -- Credit Agreement dated as of February 25, 1999, among Snapple Beverage Corp. ('Snapple'),
                 Mistic Brands, Inc. ('Mistic'), Cable Car Beverage Corporation ('Cable Car'), RC/Arby's
                 Corporation and Royal Crown Company Inc. ('Royal Crown'), as Borrowers, various financial
                 institutions party thereto, as Lenders, DLJ Capital Funding, Inc., as syndication agent, Morgan
                 Stanley Senior Funding, Inc., as Documentation Agent, and The Bank of New York, as
                 Administrative Agent, incorporated herein by reference to Exhibit 4.1 to Triarc Companies,
                 Inc.'s Current Report on Form 8-K dated March 11, 1999 (SEC file no. 1-2207)...................
    4.2       -- Indenture dated of February 25, 1999 among Triarc Consumer Products Group LLC ('Triarc
                 Consumer Products Group'), Triarc Beverage Holdings Corp. ('Triarc Beverage Holdings'), as
                 Issuers, the subsidiary guarantors party thereto and The Bank of New York, as Trustee,
                 incorporated herein by reference to Exhibit 4.2 to Triarc Companies, Inc.'s Current Report on
                 Form 8-K dated March 11, 1999 (SEC file no. 1-2207)............................................
    4.3       -- Registration Rights Agreement dated February 18, 1999 among Triarc Consumer Products Group,
                 Triarc Beverage Holdings, the Guarantors party thereto and Morgan Stanley & Co. Incorporated,
                 Donaldson, Lufkin & Jenrette Securities Corporation and Wasserstein Perella Securities, Inc.,
                 incorporated herein by reference to Exhibit 4.3 to Triarc Companies, Inc.'s Current Report on
                 Form 8-K dated March 11, 1999 (SEC file no. 1-2207)............................................
    4.4       -- Registration Rights Agreement dated as of February 25, 1999 among Triarc Consumer Products
                 Group, Triarc Beverage Holdings, the Guarantors party thereto and Nelson Peltz and Peter W.
                 May, incorporated herein by reference to Exhibit 4.1 to Triarc Companies, Inc.'s Current Report
                 on Form 8-K dated April 1, 1999 (SEC file no. 1-2207)..........................................
    4.5*      -- Form of 10 1/4% Senior Subordinated Note of Triarc Consumer Products Group and Triarc Beverage
                 Holdings due 2009..............................................................................
    5.1*      -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to legality of the exchange notes......
    8.1*      -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to federal income tax matters..........
   10.1       -- Triarc Companies, Inc.'s 1993 Equity Participation Plan, as amended, incorporated herein by
                 reference to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March
                 31, 1997 (SEC file no. 1-2207).................................................................
   10.2       -- Form of Non-Incentive Stock Option Agreement under Triarc Companies, Inc.'s 1993 Equity
                 Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc Companies,
                 Inc.'s Current Report on Form 8-K dated March 31, 1997 (SEC file no. 1-2207)...................
   10.3       -- Form of Restricted Stock Agreement under Triarc Companies, Inc.'s 1933 Equity Participation
                 Plan, incorporated herein by reference to Exhibit 13 to Triarc Companies, Inc.'s Current Report
                 on Form 8-K dated April 23, 1993 (SEC file no. 1-2207).........................................
   10.4       -- Concentrate Sales Agreement dated as of January 28, 1994 between Royal Crown Cola Co. 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 Companies, Inc.'s
                 Registration Statement on Form S-4 dated March 11, 1994 (SEC file no. 1-2207)..................
   10.5       -- Form of Indemnification Agreement, between Triarc Companies, Inc. and certain officers,
                 directors, and employees of Triarc Companies, Inc., incorporated herein by reference to Exhibit
                 F to the 1994 Proxy (SEC file no. 1-2207)......................................................
   10.6       -- Employment Agreement, dated as June 29, 1994, between Brian L. Schorr and Triarc Companies,
                 Inc., incorporated herein by reference to Exhibit 10.2 to Triarc Companies, Inc.'s Current
                 Report on Form 8-K dated March 29, 1995 (SEC file no. 1-2207)..................................
   10.7       -- 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
                 Companies, Inc.'s Current Report on Form 8-K/A dated March 16, 1998 (SEC file no. 1-2207)......
   10.8       -- 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
                 Companies, Inc.'s Current Report on Form 8-K/A dated March 16, 1998 (SEC file no. 1-2207)......
</TABLE>
 
                                     II-39
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION                                              PAGE
-----------   -------------------------------------------------------------------------------------------------   ----
<C>           <S>                                                                                                 <C>
   10.9       -- Employment Agreement dated as of April 29, 1996 between Triarc Companies, Inc. and John L.
                 Barnes, Jr., incorporated herein by reference to Exhibit 10.3 to Triarc Companies, Inc.'s
                 Current Report on Form 8-K dated March 31, 1997 (SEC file no. 1-2207)..........................
   10.10      -- Stock Purchase Agreement dated as of March 27, 1997 between The Quaker Oats Company and Triarc
                 Companies, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc Companies, Inc.'s
                 Current Report on Form 8-K dated March 31, 1997 (SEC file no. 1-2207)..........................
   10.11      -- Agreement and Plan of Merger dated as of June 24, 1997 between Cable Car, Triarc Companies,
                 Inc. and CCB Merger Corporation ('CCB'), incorporated herein by reference to Exhibit 2.1 to
                 Triarc Companies, Inc.'s Current Report on Form 8-K dated June 24, 1997 (SEC file no.
                 1-2207)........................................................................................
   10.12      -- Amendment No. 1 to Agreement and Plan of Merger, dated as of September 30, 1997, between Cable
                 Car, Triarc Companies, Inc. and CCB, incorporated herein by reference to Appendix B-1 to the
                 Proxy Statement/Prospectus filed pursuant to Triarc Companies, Inc.'s Registration Statement on
                 Form S-4 dated October 22, 1997 (SEC file no. 1-2207)..........................................
   10.13      -- Option granted by RTM Partners, Inc. ('RTM Partners') in favor of Arby's Restaurants Holding
                 Company, 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
                 Companies, Inc.'s Registration Statement on Form S-4 dated October 22, 1997 (SEC file no.
                 1-2207)........................................................................................
   10.14      -- Guaranty dated as of May 5, 1997 by RTM, Inc., RTM Parent, RTM Partners, RTM Management Co.,
                 LLC and RTM Operating Company in favor of Arby's, Arby's Restaurant Development Corporation,
                 Arby's Restaurant Holding Company, Arby's Restaurant Operations Company and Triarc Companies,
                 Inc., incorporated herein by reference to Exhibit 10.31 to Triarc Companies, Inc.'s
                 Registration Statement on Form S-4 dated October 22, 1997 (SEC file no. 1-2007)................
   10.15      -- Triarc Companies, Inc.'s, Inc. 1997 Equity Participation Plan (the '1997 Equity Plan'),
                 incorporated herein by reference to Exhibit 10.5 to Triarc Companies, Inc.'s Current Report on
                 Form 8-K dated March 16, 1998 (SEC file no. 1-2207)............................................
   10.16      -- Form of Non-Incentive Stock Option Agreement under the 1997 Equity Plan, incorporated herein
                 by reference to Exhibit 10.6 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March
                 16, 1998 (SEC file no. 1-2207).................................................................
   10.17      -- Triarc Companies, Inc.'s Stock Option Plan for Cable Car Employees, incorporated herein by
                 reference to Exhibit 4.3 to Triarc Companies, Inc.'s Registration Statement on Form S-8 dated
                 January 22, 1998 (Registration No. 333-44711)..................................................
   10.18      -- Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the 'TBHC Option Plan'), incorporated
                 herein by reference to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K
                 dated March 16, 1998 (SEC file no. 1-2207).....................................................
   10.19      -- Form of Non-Qualified Stock Option Agreement under the TBHC Option Plan, incorporated herein
                 by reference to Exhibit 10.2 to Triarc Companies, Inc.'s Current Report on Form 8-K dated March
                 16, 1998 (SEC file no. 1-2207).................................................................
   10.20      -- Triarc Companies, Inc.'s 1998 Equity Participation Plan, as currently in effect, incorporated
                 herein by reference to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K
                 dated May 13, 1998 (SEC file no. 1-2207).......................................................
   10.21      -- Form of Non-Incentive Stock Option Agreement under Triarc Companies, Inc.'s 1998 Equity
                 Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc Companies,
                 Inc.'s Current Report on Form 8-K dated May 13, 1998 (SEC file no. 1-2207).....................
   10.22      -- Letter Agreement, dated as of March 10, 1998, between Triarc Companies, Inc. and John L.
                 Barnes, Jr., incorporated herein by reference to Exhibit 10.3 to Triarc Companies, Inc.'s
                 Current Report on Form 8-K dated May 13, 1998 (SEC file no. 1-2207)............................
   10.23      -- Letter Agreement dated July 23, 1998 between John L. Belsito and Royal Crown, incorporated
                 herein by reference to Exhibit 10.1 to RC/Arby's Corporation's Current Report on Form 8-K dated
                 November 5, 1998 (SEC file no. 33-62778).......................................................
   10.24      -- Letter Agreement dated August 27, 1998 among John C. Carson, Triarc Companies, Inc. and Royal
                 Crown, incorporated herein by reference to Exhibit 10.2 to RC/Arby's Corporation's Current
                 Report on Form 8-K dated November 5, 1998 (SEC file no. 33-62778)..............................
   10.25      -- Letter Agreement dated as of February 13, 1997 between Arby's and Roland Smith, incorporated
                 herein by reference to Exhibit 10.1 to Triarc Companies Inc.'s Current Report on Form 8-K dated
                 April 1, 1999 (SEC file no. 1-2207)............................................................
</TABLE>
 
                                     II-40
 

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION                                              PAGE
-----------   -------------------------------------------------------------------------------------------------   ----
<C>           <S>                                                                                                 <C>
   10.26      -- Triarc Restaurant Group Senior Executive Mid-term Incentive Plan (Portions of this exhibit
                 have been omitted pursuant to a request for confidential treatment), incorporated herein by
                 reference to Exhibit 10.1 to Triarc Companies, Inc.'s Current Report on Form 8-K dated April
                 30, 1999 (SEC file 1-2207).....................................................................
   10.27*     -- Management Services Agreement, dated February 25, 1999, by and between Triarc Companies, Inc.
                 and Arby's, Inc................................................................................
   10.28*     -- Management Services Agreement, dated February 25, 1999, by and between Triarc Companies, Inc.,
                 Snapple, Mistic, Cable Car and Royal Crown.....................................................
   10.29*     -- Tax Sharing Agreement, dated February 25, 1999, by and between Triarc Companies, Inc., Triarc
                 Consumer Products Group, Triarc Beverage Holdings, Snapple, Mistic, Cable Car, RC/Arby's
                 Corporation, Royal Crown, Arby's, and ARHC, LLC................................................
   10.30*     -- Amendment No. 1 to the Tax Sharing Agreement, dated April 23, 1999, by and among Triarc
                 Companies, Inc., Triarc Consumer Products Group, Triarc Beverage Holdings, Snapple, Mistic,
                 Cable Car, RC/Arby's Corporation, Royal Crown, Arby's and ARHC, LLC............................
   10.31*     -- Tax Sharing Agreement, dated May 22, 1997, by and among Triarc Companies Inc., Triarc Beverage
                 Holdings, Snapple and Mistic...................................................................
   10.32*     -- Tax Sharing Agreement, dated November 25, 1997, by and among Triarc Companies, Inc. and Cable
                 Car............................................................................................
   10.33*     -- Amendment to Tax Sharing Agreements, dated as of August 15, 1998, among Triarc Beverage
                 Holdings, Snapple, Mistic and Cable Car........................................................
   10.34*     -- Contribution Agreement, dated as of February 23, 1999, between Triarc Companies, Inc. and
                 Triarc Consumer Products Group.................................................................
   10.35*     -- Letter Agreemnt dated as of April 28, 1999, between Triarc Companies, Inc. and John L. Barnes,
                 Jr.............................................................................................
   12.1*      -- Statement of Computation of Ratios of Earnings to Fixed Charges...............................
   21.1*      -- Subsidiaries of Triarc Consumer Products Group, LLC...........................................
   23.1*      -- Consent of Deloitte & Touche LLP relating to Triarc Consumer Products Group, LLC..............
   23.2*      -- Consent of Deloitte & Touche LLP relating to Triarc Beverage Holdings Corp. ..................
   23.3*      -- Consent of Arthur Andersen LLP................................................................
   23.4*      -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinion filed as Exhibit
                 5.1 of this Registration Statement)............................................................
   23.5*      -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinion filed as Exhibit
                 8.1 of this Registration Statement)............................................................
   24.1*      -- Powers of Attorney (contained on signature pages).............................................
   25.1*      -- Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
                 Indenture......................................................................................
   27.1*      -- Financial Data Schedule of Triarc Consumer Products Group, LLC................................
   27.2*      -- Financial Data Schedule of Triarc Beverage Holdings Corp......................................
   99.1*      -- Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
                 Identification Number of Substitute Form W-9)..................................................
   99.2*      -- Form of Notice of Guaranteed Delivery.........................................................
   99.3**     -- Form of Exchange Agency Agreement.............................................................
</TABLE>
 
-------------------
 
*  Filed herewith.
 
** To be filed by amendment.
 
                                     II-41

                          STATEMENT OF DIFFERENCES
                          ------------------------

The trademark symbol shall be expressed as ........................... 'TM' 
The registered trademark symbol shall be expressed as ................ 'r' 




<PAGE>



</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 3.1
<TEXT>

<PAGE>


                            CERTIFICATE OF FORMATION

                                       OF

                       TRIARC CONSUMER PRODUCTS GROUP, LLC

                       (Pursuant to Section 18-201 of the
                     Delaware Limited Liability Company Act)

         The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

         FIRST: The name of the limited liability company (hereinafter called
the "Limited Liability Company") is Triarc Consumer Products Group, LLC.

         SECOND: The address of the registered office and the name and the
address of the registered agent of the Limited Liability Company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware;
and its registered agent at such address is The Corporation Trust Company.

         IN WITNESS WHEREOF, this Certificate has been signed on this 15th day
of January, 1999.

                                                            /s/ Colleen Keating 
                                                            -------------------
                                                            Colleen A. Keating
                                                            Authorized Person



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 3.2
<TEXT>

<PAGE>




                          CERTIFICATE OF INCORPORATION

                                       of

                         TRIARC BEVERAGE HOLDINGS CORP.

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is Triarc Beverage Holdings Corp.
(hereinafter called the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 280 Park Avenue,
41st Floor, New York, New York 10017.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the






 <PAGE>


<PAGE>




Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time or such repeal
or modification.

         8.       Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether


                                        2






 <PAGE>


<PAGE>






civil, criminal, administrative or investigative, including, without limitation,
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person, or a person of whom such person
is the legal representative, is or was a Director or officer of the Corporation,
or is or was serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements). Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right


                                        3






 <PAGE>


<PAGE>





of appeal that such Director, officer or other person is not entitled to be
indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of the
General Corporation Law of the State of Delaware or any other provision of law.


                                        4






 <PAGE>


<PAGE>








                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to


                                        5






 <PAGE>


<PAGE>








such indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.


                                        6






 <PAGE>


<PAGE>








                  IN WITNESS WHEREOF, this Certificate has been signed on this
30th day of April, 1997.

                                                             /s/ Mary C. Wade
                                                             -----------------
                                                             Mary C. Wade
                                                             Incorporator

                                        7







 <PAGE>


<PAGE>






                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          TRIARC BEVERAGE HOLDINGS CORP

                        ---------------------------------
                         (Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware)

      Triarc Beverage Holdings Corp., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:

                  1. The name of the Corporation is Triarc Beverage Holdings
Corp.
                  2. The date of filing of the Certificate of Incorporation of 
the Corporation with the Secretary of State was April 30, 1997.

                  3. This Certificate or Amendment amends the Certificate of
Incorporation, as now in effect, to increase its authorized capital stock and to
create a new class of capital stock.

                  4. Article 4 of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                           The total number of shares of capital stock which the
                  Corporation shall have authority to issue is eight hundred
                  thousand (800,000), of which four hundred thousand (400,000)
                  shall be Common Stock, par value $1.00 per share (the "Common
                  Stock") and four hundred thousand (400,000) shall be Preferred
                  Stock, par value $1.00 per share (the "Preferred Stock").

                           The shares of Preferred Stock may be issued from time
                  to time in one or more series of any number of shares,
                  provided that the aggregate






 <PAGE>


<PAGE>







                  number of shares issued and not cancelled of any and all such
                  series shall not exceed the total number of shares of
                  Preferred Stock hereinabove authorized, and with distinctive
                  serial designations, all as shall hereafter be stated and
                  expressed in the resolution or resolutions providing for the
                  issue of such shares of Preferred Stock from time to time
                  adopted by the Board of Directors pursuant to authority so to
                  do which is hereby vested in the Board of Directors. Each
                  series of shares of Preferred Stock may have such voting
                  powers, full or limited, or no voting powers, and such
                  designations, preferences and relative, participating,
                  optional or other special rights, and qualifications,
                  limitations or restrictions thereof, as shall be stated in
                  said resolutions providing for the issue of such shares of
                  Preferred Stock.

                  5. Such amendment was duly adopted in accordance with of
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  IN WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Certificate of Amendment of the Certificate of
Incorporation of the Corporation this 21st day of May, 1997.

                                            TRIARC BEVERAGE HOLDINGS CORP.

                                            By: /s/ Stuart I. Rosen
                                                ------------------------------
                                                Stuart I. Rosen
                                                Vice President and Secretary

                                            By: /s/ Mary C. Wade   
                                                -------------------------------
                                                Mary C. Wade
                                                Assistant Secretary



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<DESCRIPTION>EXHIBIT 3.3
<TEXT>

<PAGE>




                          CERTIFICATE OF INCORPORATION

                                       of

                              MISTIC BEVERAGE, INC.

     The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State or Delaware, certifies as follows:

         1. Name. The name of the corporation is Mistic Beverage, Inc.
(hereinafter called the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the






 <PAGE>


<PAGE>








Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely direct any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         8. Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether


                                        2






 <PAGE>


<PAGE>




civil, criminal, administrative or investigative, including, without limitation,
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person, or a person of whom such person
is the legal representative, is or was a Director or officer of the Corporation,
or is or was serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements). Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right


                                        3






 <PAGE>


<PAGE>




of appeal that such Director, officer or other person is not entitled to be
indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, other, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of the
General Corporation Law or the State of Delaware or any other provision of law.


                                        4






 <PAGE>


<PAGE>



                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to


                                        5






 <PAGE>


<PAGE>



such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.


                                        6






 <PAGE>


<PAGE>




         IN WITNESS WHEREOF, this Certificate has been signed on this 28th day
of June, 1995.

                                                              /s/ Mary C. Wade
                                                              ----------------
                                                              Mary C. Wade
                                                              Incorporator


                                        7






 <PAGE>


<PAGE>




                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

           Mistic Beverage, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

FIRST:   That the Board of Directors of said corporation, by the unanimous
         written consent of its members, filed with the minutes of the Board,
         adopted a resolution proposing and declaring advisable the following
         amendment to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of Mistic Beverage,
         Inc. be amended by changing the First Article thereof so that, as
         amended, said Article shall be and read as follows:

         1. Name. The name of the corporation is Mistic Brands, Inc.
         (hereinafter called the "Corporation").

SECOND:  That in lieu of a meeting and vote of stockholders, the stockholders
         have given unanimous written consent to said amendment in accordance
         with the provisions of Section 228 of the General Corporation Law or
         the State of Delaware.

THIRD:   That the aforesaid amendment was duly adopted in accordance with the
         applicable provisions of Sections 242 and 228 of the General
         Corporation Law of the State of Delaware.







 <PAGE>


<PAGE>







IN WITNESS WHEREOF, said Mistic Beverage, Inc. has caused this certificate to be
signed by Stuart I. Rosen, its Vice President and Secretary, this 27th day of
July, 1995.

                                             Mistic Beverage, Inc.

                                             By /s/ Stuart Rosen   
                                                ----------------------------
                                                Vice President and Secretary



<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<DESCRIPTION>EXHIBIT 3.4
<TEXT>

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                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SNAPPLE HOLDING CORP.
        Snapple Holding Corp., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as
follows:
               The date of filing of its original Certificate of Incorporation
        with the Secretary of State of the State of Delaware was January 29,
        1992.
               The Board of Directors of the Corporation, at a meeting of the
        Board of Directors of the Corporation held on October 1, 1992, duly
        adopted resolutions setting forth the Amended and Restated Certificate
        of Incorporation herein contained, declaring its advisability and
        directing that such Amended and Restated Certificate of Incorporation be
        submitted to the holders of the issued and outstanding Common Stock,
        $.01 par value ("Common Stock") for approval in accordance with the
        applicable provisions of Sections 242 and 245 of the General Corporation
        Law of the State of Delaware and the Corporation's Amended and Restated
        Certificate of Incorporation, as previously amended. The Amended and
        Restated Certificate of Incorporation was duly adopted, after having
        been declared advisable by the Board of Directors of the Corporation, by
        in excess of a majority of the outstanding shares of Common Stock, all
        in accordance with the applicable provisions of Sections 228, 242 and
        245 of the General Corporation Law of the State of Delaware and the
        Corporation's Certificate of Incorporation.






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               The text of the Amended and Restated Certificate of Incorporation
        of the Corporation, as restated and amended (herein called the "Restated
        Certificate of Incorporation") shall read in its entirety as follows:

        FIRST: The name of the Corporation shall be:

                              SNAPPLE HOLDING CORP.

        SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, in the City of Wilmington, County of
New Castle, 19805, and its registered agent at such address is Corporation
Service Company.

        THIRD: The purpose or purposes of the Corporation shall be to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

        FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 41,000,000 shares, which shares shall be divided into
two classes consisting of: (i) 40,000,000 shares of Common Stock (with $.01 par
value per share) ("Common Stock") and (ii) 1,000,000 shares of Preferred Stock
(with $.01 per value per share) ("Blank Check Preferred Stock").

        The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the Common Stock and the
Preferred Stock shall be as follows:

A.      COMMON STOCK

        1. Voting Rights. Except as otherwise required by law or this Restated
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of Common Stock held by him of record on the books of the
Corporation for the election of directors and on all matters submitted to a vote
of stockholders of the Corporation.

        2. Dividends. The holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property or in shares of capital stock, subject, however, to the
limitations contained in Part B below.

        3. Dissolution, Liquidation or Winding Up. After distribution in full of
the preferential amount, if any, to be distributed to the holders of series of
the Blank Check Preferred Stock (in accordance with the relative preferences
among such series)




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in the event of involuntary liquidation, distribution, dissolution or
winding-up, of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible and
intangible, or whatever kind available for distribution to stockholders, ratably
in proportion to the number of shares of Common Stock held by them respectively.

B.      BLANK CHECK PREFERRED STOCK

        1. Issuance. Shares of Blank Check Preferred Stock may be issued from
time to time in one or more series as may from time to time be determined by the
Board of Directors, each of said series to be distinctly designated. All shares
of any one series of the Blank Check Preferred Stock shall be alike in every
particular, except that there may be different dates from which dividends, if
any, thereon shall be cumulative, if made cumulative. The voting powers, if any,
and the designations, relative preferences, participating, optional or other
special rights or privileges of each such series, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.

        2. Authority of the Board of Directors. The Board of Directors is
authorized, subject to limitations prescribed by law and the provisions of this
Article FOURTH, to provide for the issuance of the shares of the Blank Check
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix in the
resolution or resolutions providing for the issue of such stock adopted by the
Board of Directors of the Corporation the voting powers, if any, and the
designations, relative preferences, participating, optional or other special
rights or privileges, and the qualifications, limitations or restrictions of
such series, including, but without limiting the generality of the foregoing,
the following:

               (a) The distinctive designation of, and the number of shares of
               the Blank Check Preferred Stock which shall constitute such
               series. The designation of a series of preferred stock need not
               include the words "preferred" or "preference" and may be
               designated "special" or other distinctive term. Unless otherwise
               provided in the resolution issuing such series, the number of
               shares of any series of the Blank Check Preferred Stock may be
               increased or decreased (but not below the number of shares
               thereof then outstanding) by the Board of Directors in the manner
               prescribed by law;

               (b) The rate and times at which, and the terms and conditions
               upon which, dividends, if any, on the Blank Check Preferred Stock
               of such series shall be paid, the extent of the preference or
               relation, if any, of such dividends to the dividends payable on
               any other class or classes, or series of the same or other
               classes of stock and whether such




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               dividends shall be cumulative or non-cumulative and, if
               cumulative, the date from which such dividends shall be
               cumulative;

               (c) Whether the series shall be convertible into, or exchangeable
               for, at the option of the holders of the Blank Check Preferred
               Stock of such series or the Corporation or upon the happening of
               a specified event, shares of any other class or classes or any
               other series of the same or any other class or classes of stock
               of the Corporation, and the terms and conditions of such
               conversion or exchange, including provisions for the adjustment
               of any such conversion rate in such events as the Board of
               Directors shall determine;

               (d) whether or not the Blank Check Preferred Stock of such series
               shall be subject to redemption at the option of the Corporation
               or the holders of such series or upon the happening of a
               specified event, and the redemption price or prices and the time
               or times at which, and the terms and conditions upon which, the
               Blank Check Preferred Stock of such series may be redeemed;

               (e) The rights, if any, of the holders of the Blank Check
               Preferred Stock of such series upon the voluntary or involuntary
               liquidation, merger consolidation, distribution or sale of
               assets, dissolution or winding-up, of the Corporation;

               (f) The terms of the sinking fund or redemption or purchase
               account, if any, to be provided for the Blank Check Preferred
               Stock of such series; and

               (g) Subject to subparagraph 5 of Paragraph C hereof, whether such
               series of the Blank Check Preferred Stock shall have full,
               limited or no voting powers including, without limiting the
               generality of the foregoing, whether such series shall have the
               right, voting as a series by itself or together with other series
               of the Blank Check Preferred Stock or all series of the Blank
               Check Preferred Stock as a class, to elect one or more directors
               of the Corporation if there shall have been a default in the
               payment of dividends on any one or more series of the Blank Check
               Preferred Stock or under such other circumstances and on such
               conditions as the Board of Directors may determine.

C.      OTHER PROVISIONS

        1. No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series or any
additional shares of any




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class or series to be issued by reason of any increase of the authorized capital
stock of the Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or exchangeable
for stock of the Corporation of any class or series, or carrying any right to
purchase stock of any class or series, but any such unissued stock, additional
authorized issue of shares of any class or series of stock or securities
convertible into or exchangeable for stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations (including such
holders or others) and upon such terms as may be deemed advisable by the Board
of Directors in the exercise of its sole discretion.

        2. The relative powers, preferences and rights of each series of the
Blank Check Preferred Stock in relation to the powers, preferences and rights of
each other series of the Blank Check Preferred Stock shall, in each case, be as
fixed from time to time by the Board of Directors in the resolution or
resolutions adopted pursuant to authority granted in Paragraph B hereof. The
consent, by class or series vote or otherwise, of the holders of such of the
series of the Blank Check Preferred Stock as are from time to time outstanding
shall not be required for the issuance by the Board of Directors of any other
series of the Blank Check Preferred Stock whether or not the powers, preferences
and rights of such other series shall be fixed by the Board of Directors as
senior to, or on a parity with, the powers, preferences and rights of such
outstanding series, or any of them; provided, however, that the Board of
Directors may provide in the resolution or resolutions as to any series of the
Blank Check Preferred Stock adopted pursuant to Paragraph B hereof, the
conditions, if any, under which the consent of the holders of a majority (or
such greater proportion as shall be fixed therein) of the outstanding shares of
such series shall be required for the issuance of any or all other series of the
Blank Check Preferred Stock.

        3. Subject to the provisions of subparagraph 2 of this Paragraph C,
shares of any series of the Blank Check Preferred Stock may be issued from time
to time as the Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board of Directors.

        4. Shares of authorized Common Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine and on such terms and
for such consideration as shall be fixed by the Board of Directors.

        5. The number of authorized shares of Common Stock and of the Blank
Check Preferred Stock, without a class or series vote, may be increased or
decreased from time to time (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote thereon.

        FIFTH:




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        A. Number, Election and Terms of Directors. The number of directors
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by the Board of Directors. The Directors of the
Corporation shall be divided into three classes: Class I, Class II and Class
III. Each class shall consist, as nearly as may be possible, of one-third of the
whole number of the Board of Directors. If the Board of Directors is not evenly
divisible by three, the Board of Directors shall determine the number of
Directors to be elected to each class. The initial members of Class I shall be
Arnold Greenberg, Raymond Rudy and C. Hunter Boll and they shall hold office for
a term to expire at the Annual Meeting of the Stockholders to be held in 1993;
the initial members of Class II shall be Leonard Marsh and John W. Childs and
they shall hold office for a term to expire at the Annual Meeting of the
Stockholders to be held in 1994; and the initial members of Class III shall be
Hyman Golden and Thomas E. Lee and they shall hold office for a term to expire
at the Annual Meeting of the Stockholders to be held in 1995, and in the case of
each class, until their respective successors are duly elected and qualified. At
each annual election held commencing with the annual election in 1993, the
Directors elected to succeed those whose terms expire shall be identified as
being of the same class as the Directors they succeed and shall be elected to
hold office for a term to expire at the third Annual Meeting of the
Stockholders after their election, and until their respective successors are
duly elected and qualified. If the number of Directors changes, any increase or
decrease in Directors shall be apportioned among the classes so as to maintain
all classes as equal in number as possible, and any additional Director elected
to any class shall hold office for a term which shall coincide with the terms of
the other Directors in such class and until his successor is duly elected and
qualified.

        B. Removal. Any Director or the entire Board of Directors may be removed
with or without cause by the holders of a majority of the shares then entitled
to vote at an election of Directors, or a majority vote of the Board of
Directors.

        C. Amendment, Repeal or Alteration. Notwithstanding any other provisions
of the Restated Certificate of Incorporation or the Restated By-Laws of the
Corporation or the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of greater than fifty percent (50%) of the
combined voting power of the outstanding stock of the Corporation entitled to
vote generally in the election of Directors, voting together as a single class,
shall be required to amend, alter, adopt any provision inconsistent with or to
repeal this Article FIFTH.

        SIXTH: The Corporation hereby affirmatively elects in this Restated
Certificate of Incorporation to be governed by Section 203 of the General
Corporation Law of Delaware.

        SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within




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the state of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

        EIGHTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided that, to
the extent provided by applicable law, this provision shall not eliminate the
liability of a director (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

        NINTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware.

        A. The Board of Directors of the Corporation is expressly authorized
to adopt, amend, or repeal the By-laws of the Corporation.

        B. Elections of directors need not be by written ballot unless the
By-laws of the Corporation shall so provide.

        C. The books of the Corporation may be kept at such place within or
without the State of Delaware as the By-laws of the Corporation may provide or
as may be designated from time to time by the Board of Directors of the
Corporation.

        TENTH: Except as otherwise stated elsewhere in this Restated Certificate
of Incorporation, the Corporation reserves the right to amend or repeal any
provision




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contained in this Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.

        ELEVENTH: The Corporation is to have perpetual existence.

                  [Remainder of Page Intentionally Left Blank]






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        IN WITNESS WHEREOF, Snapple Holding Corp. has caused its corporate seal
to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by C. Hunter Boll, its Vice President, who hereby acknowledges under
penalties of perjury that the facts herein stated are true and that this
Restated Certificate of Incorporation is his act and deed, and attested by
Steven M. Peck its Assistant Secretary, as of the 10th day of December, 1992.

                                                   Snapple Holding Corp.



                                                   By:   /s/ C. Hunter Boll
                                                        ------------------------
                                                        Name:  C. Hunter Boll
                                                        Title: Vice President



ATTEST:



By:   /s/ Steven M. Peck
      ---------------------------------
     Name:  Steven M. Peck
     Title: Assistant Secretary


[SEAL]





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                          CERTIFICATE OF OWNERSHIP AND MERGER
                                        MERGING
                                SNAPPLE BEVERAGE CORP.
                                         INTO
                                 SNAPPLE HOLDING CORP.
                        (PURSUANT TO SECTION 253 OF THE GENERAL
                             CORPORATION LAW OF DELAWARE)


        Snapple Holding Corp., a Delaware corporation (the "Corporation") does
hereby certify:

        FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

        SECOND: That the Corporation owns all of the outstanding shares of
each class of the capital stock of Snapple Beverage Corp., a Delaware
corporation.

        THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 10th day of December, 1992, determined to
merge into itself Snapple Beverage Corp. on the conditions set forth in such
resolutions:

        WHEREAS, this Board of Directors has previously determined that it is in
the best interest of the Corporation to raise additional equity capital pursuant
to a public offering (the "Offering") of up to 4,400,000 shares of the
Corporation's Common Stock, $.01 par value per share ("Common Stock");

        RESOLVED:     That, simultaneously with the consummation of the
                      Offering, the Corporation merge into itself its 
                      wholly-owned subsidiary, Snapple Beverage Corp., and 
                      assume all said subsidiary's liabilities and obligations;
                      and that this Corporation change its name to "Snapple 
                      Beverage Corp." at the effective time of the merger.

        FURTHER
        RESOLVED:     That the president or any vice president and the secretary
                      or any assistant secretary of this Corporation be and they
                      hereby are directed to make, execute and acknowledge a
                      Certificate of Ownership and Merger setting forth a copy
                      of the resolution to merge said Snapple Beverage Corp.
                      into this Corporation and to assume said subsidiary's
                      liabilities and obligations and that the Corporation
                      change its name to "Snapple Beverage Corp." at the
                      effective time of the merger and the date of adoption
                      thereof and to file the same in the office of the
                      Secretary of State of the State of Delaware and a
                      certified copy thereof in the office of the Recorder of
                      Deeds of Newcastle.






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        IN WITNESS WHEREOF, said Snapple Holding Corp. has caused its corporate
seal to be affixed and this certificate to be signed by C. Hunter Boll, its Vice
President, and attested by Steven M. Peck, its Assistant Secretary, this
21st day of December, 1992.

                                    SNAPPLE HOLDING CORP.


                                    BY: /s/  C. Hunter Boll               
                                        ----------------------
                                         C. Hunter Boll
                                         Vice President

ATTEST:


BY: /s/ Steven M. Peck       
-------------------------------
     Steven M. Peck
     Assistant Secretary






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                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                            OF SNAPPLE BEVERAGE CORP.

                         Pursuant to Section 242 of the
                    Corporation Law of the State of Delaware

        Snapple Beverage Corp. (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

       FIRST: That the Board of Directors of the Corporation, acting by written
consent in accordance with Section 141(f) of the General Corporation Law of the
State of Delaware, adopted a resolution setting forth a proposed amendment to
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and authorizing the submission of said amendment to the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

RESOLVED:             That this Board of Directors deems it advisable that
                      Article FOURTH of the Certificate of Incorporation be
                      amended by deleting the first paragraph thereof in its
                      entirety and inserting in lieu thereof the following:

                      FOURTH: That the total number of shares of stock which the
                      Corporation shall have authority to issue is 71,000,000
                      shares, of which such shares shall be divided into two
                      classes consisting of (i) 70,000,000 shares of Common
                      Stock ($.01 par value per share) ("Common Stock")  and
                      (ii) 1,000,000 shares of Preferred Stock ($.01 par value
                      per share) ("Blank Check Preferred Stock").






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        SECOND: That thereafter, at the Meeting in Lieu of the 1993 Annual
Meeting of Stockholders of the Corporation held on May 11, 1993, the
Stockholders of the Corporation approved said amendment.

        THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Senior Vice President and attested by its
Assistant Secretary this 20th day of May, 1993.

                                            SNAPPLE BEVERAGE CORP.


                                             /s/ Alan R. Koss 
                                            -----------------------------
                                            By: Alan R. Koss,
                                                Senior Vice President
ATTEST:


 /s/ Steven M. Peck     
-------------------------   
Steven M. Peck,
Assistant Secretary





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                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                            OF SNAPPLE BEVERAGE CORP.

                         Pursuant to Section 242 of the
                    Corporation Law of the State of Delaware

        Snapple Beverage Corp. (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

        FIRST: That the Board of Directors of the Corporation, acting in
accordance with Section 141 of the General Corporation Law of the State of
Delaware, adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and authorizing the submission of said amendment to the stockholders
of the Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:

RESOLVED:       That this Board of Directors deems it advisable that Article
                FOURTH of the Certificate of Incorporation be amended by
                deleting the first paragraph thereof in its entirety and
                inserting in lieu thereof the following:

                FOURTH: That the total number of shares of stock which the
                Corporation shall have authority to issue is 141,000,000 shares,
                of which such shares shall be divided into two classes
                consisting of (i) 140,000,000 shares of Common Stock ($.01 par
                value per share) ("Common Stock") and (ii) 1,000,000 shares of
                Preferred Stock ($.01 par value per share) ("Blank Check
                Preferred Stock").

        SECOND:  That thereafter, at the Special Meeting of Stockholders of the
Corporation held on September 22, 1993, the Stockholders of the Corporation
approved said amendment.




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        THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Senior Vice President and attested by its
Assistant Secretary this 22nd day of September, 1993.

                                    SNAPPLE BEVERAGE CORP.
    


                                    By: /s/ Alan R. Koss  
                                       ------------------------------
                                         Alan R. Koss,
                                         Senior Vice President

ATTEST:


 /s/ Marvin E. Kramer 
----------------------------        
Marvin E. Kramer,
Secretary

2261m



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                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                             LOOP ACQUISITION CORP.

                                  WITH AND INTO

                             SNAPPLE BEVERAGE CORP.

              (UNDER SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW)

                            *  *  *  *  *  *  *  *  *  *  *

               LOOP Acquisition Corp. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware,

               DOES HEREBY CERTIFY:

               FIRST: That the Corporation was incorporated on October 27, 1994,
pursuant to the General Corporation Law of the State of Delaware.

               SECOND: That the Corporation is the owner of more than ninety
percent (90%) of the outstanding shares of capital stock of Snapple Beverage
Corp., a corporation organized and existing under the laws of the State of
Delaware.

               THIRD: That the Corporation hereby merges (the "Merger") with and
into Snapple Beverage Corp., the Merger to be effective as of the date and time
of filing of this Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware.

               FOURTH: That the name of the Surviving Corporation of the Merger
is a "Snapple Beverage Corp.", a Delaware corporation (the "Surviving
Corporation").

               FIFTH: That the Restated Certificate of Incorporation of Snapple
Beverage Corp., in effect immediately prior to the effective time of the Merger,
shall be the Restated Certificate of Incorporation of the Surviving Corporation
until duly amended in accordance with the terms thereof and the General
Corporation Law of the State of Delaware.

               SIXTH: The following is a copy of resolutions duly adopted on
November 30, 1994 by the Unanimous Written Consent of the Board of Directors of
the Corporation to Merge the Corporation with and into Snapple Beverage Corp.:






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               RESOLVED, that it is desirable and in the best interest of the
        Corporation that it be merged with and into Snapple Beverage Corp; and
        further

               RESOLVED, that all issued and outstanding stock of Snapple
        Beverage Corp. that is not held by the Corporation shall be converted
        into the right to receive $14.00 per share in cash, without interest
        (which shall be paid upon surrender of certificates formerly
        representing each such share of Snapple Beverage Corp.); and further

               RESOLVED, that as of the effective time of the Merger, all of the
        estate, property, rights, privileges, powers, and franchises of each of
        the Corporation and Snapple Beverage Corp. shall be vested in and held
        and enjoyed by the Surviving Corporation of the Merger, which shall be
        Snapple Beverage Corp., as fully and entirely and without change or
        diminution as the same were before held and enjoyed by the Corporation
        and Snapple Beverage Corp. in their respective names; and further

               RESOLVED, that as of the effective time of the Merger, each share
        of common stock, $.01 par value, of the Corporation issued and
        outstanding immediately prior to such effective time shall be converted
        into and become one fully paid and nonassessable share of common stock,
        $.01 par value, of the surviving corporation in the Merger, which shall
        be Snapple Beverage Corp.; and further

               RESOLVED, that the proper officers of this Corporation be and
        they hereby are directed to make and execute a Certificate of Ownership
        and Merger setting forth a copy of the resolutions to merge itself with
        and into said Snapple Beverage Corp., and the date of adoption thereof,
        and to cause the same to be filed with the Secretary of State of the
        State of Delaware and a certified copy thereof to be recorded in the
        Office of the Recorder of Deeds of New Castle County, and to do all acts
        and things whatsoever, whether within or without the State of Delaware,
        which may be necessary or proper to effect said merger; and further

               RESOLVED, that the proper officers of this Corporation be and
        they hereby are directed to notify each stockholder of record of said
        Snapple Beverage Corp., entitled to notice within 10 days after the
        effective date of filing of the Certificate of Ownership and Merger,
        that said Certificate of Ownership and Merger has been filed with the
        Secretary of State of the State of Delaware and that the Merger has
        become effective, and of the rights of appraisal available to
        stockholders of Snapple Beverage Corp. pursuant to Section 262 of the
        General Corporation Law of the State of Delaware; and further





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               RESOLVED, that the proper officers of the Corporation be, and
        each of them hereby is, authorized, empowered and directed, in the name
        and on behalf of the Corporation, to take such additional lawful action
        and to execute and deliver such additional agreements, documents and
        instruments as any of them may deem necessary or appropriate to
        implement the provisions of the foregoing resolutions, the authority for
        the taking of such action and the execution and delivery of such
        agreements, documents and instruments to be conclusively evidenced
        thereby.

        SEVENTH: That the proposed merger has been approved by The Quaker Oats
Company, the sole stockholder of the Corporation, by written consent in lieu of
a meeting pursuant to Section 228 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, said LOOP Acquisition Corp. has caused this
certificate to be signed by James F. Doyle, its President, and attested to by
Thomas E. O'Neill, its Secretary, this 6th day of December, 1994.

                                    LOOP ACQUISITION CORP.



                                    By: James F. Doyle 
                                        ------------------------------------  
                                        James F. Doyle
                                        President

ATTEST:


By: Thomas E. O'Neil    
    ---------------------------
    Thomas E. O'Neill
    Secretary





                                        3

<PAGE>


<PAGE>







                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


        Snapple Beverage Corp., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board adopted a
resolution proposing and declaring advisable the following amendment the
Certificate of Incorporation of said corporation:

        RESOLVED, That the Certificate of Incorporation of Snapple Beverage
Corp. be amended by changing the Fourth Article thereof so that, as amended,
said Article shall be and read as follows:

               "FOURTH:      The total number of shares of stock which the
        corporation shall have authority to issue is 1,000 consisting solely of
        common stock with a par value of $1.00 each.

               The Stock may be issued, from time to time, in one or more
        series, with such designations, preferences and relative, participating,
        optional or rights qualifications, preferences and relative,
        participating, optional or rights, qualifications, limitations or
        restrictions thereof as shall be stated and expressed in the resolution
        or resolutions providing for the issue of such series adopted by the
        Board of Directors from time to time, pursuant to the authority herein
        given, a copy of which resolution or resolutions shall have been set
        forth in a Certificate made, executed, acknowledged, filed and recorded
        in the manner required by the laws of the State of Delaware in order to
        make the same effective. Each series shall consist of such number of
        shares as shall be stated and expressed in such resolution or
        resolutions providing for the issuance of the stock of such series."


        SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.



<PAGE>


<PAGE>






        THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

        IN WITNESS WHEREOF, said Snapple Beverage Corp. has caused this
certificate to be signed by its Vice President this 17th day of August, 1995.


                                    SNAPPLE BEVERAGE CORP.


                                    By: /s/ W. Stephen Perry 
                                        --------------------------   
                                        W. Stephen Perry
                                        Vice President


                                        2



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>6
<DESCRIPTION>EXHIBIT 3.5
<TEXT>

<PAGE>





                          CERTIFICATE OF INCORPORATION

                                       OF

                           SNAPPLE INTERNATIONAL CORP.

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

                  FIRST.  The name of this corporation shall be:

                          SNAPPLE INTERNATIONAL CORP.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1013 Centre Road, in the City of Wilmington, County of New Castle
and its registered agent at such address is CORPORATION SERVICE COMPANY.

                  THIRD.  The purpose or purposes of the corporation shall be:

                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  FOURTH. The total number of shares of stock which this
corporation is authorized to issue is: Three Thousand (3,000) Shares With A Par
Value of One Cent ($.01) Each, Amounting To Thirty Dollars ($30.00).

                  FIFTH: The name and address of the incorporator is as follows:

                           Sherry A. Craig
                           Corporation Service Company
                           1013 Centre Road
                           Wilmington, DE 19805

                  SIXTH. The Board of Directors shall have the power to adopt,
amend or repeal the by-laws.

                  SEVENTH: No director shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law, (i) for
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Seventh shall apply to or have any effect on








 <PAGE>


<PAGE>




the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.

                  IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this twelfth day of October, A.D., 1993.

                                                     /s/ Sherry A. Craig
                                                     -------------------------
                                                     Sherry A. Craig
                                                     Incorporator

                                        2



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>7
<DESCRIPTION>EXHIBIT 3.6
<TEXT>

<PAGE>




                          CERTIFICATE OF INCORPORATION

                                       of

                             SNAPPLE CARIBBEAN CORP.

                            (a Delaware corporation)

                         (Pursuant to Section 102 of the
                      General Corporation Law of Delaware)

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

                  FIRST:   The name of the Corporation is:  SNAPPLE CARIBBEAN
CORP. (hereinafter referred to as the "Company").

                  SECOND: The address of its registered office in the State of
Delaware is:

                                  1013 Centre Road
                                  City of Wilmington
                                  County of New Castle
                                  Delaware 19805

The name of its registered agent at such address is Corporation Service Company.

                  THIRD: The nature of the business or purposes to be conducted
or promoted are:

                                  to engage in, promote, and carry on any lawful
                                  act or activity for which corporations may be
                                  organized under the General Corporation Law of
                                  the State of Delaware.

                  FOURTH: The total number of shares of stock that the Company
shall have authority to issue is 3,000 shares of Common Stock with a par value
of $.01 per share.


                                       2





 <PAGE>


<PAGE>



                  FIFTH: The name and mailing address of the sole incorporator
is as follows:

                                  Margaret Civetta
                                  c/o Whitman Breed Abbott & Morgan
                                  200 Park Avenue
                                  New York, New York 10166

                  SIXTH: The board of directors shall have the power to adopt,
amend or repeal the bylaws of the Company at any meeting at which a quorum is
present by the affirmative vote of a majority of the whole board of directors.
Election of directors need not be by written ballot. Any director may be removed
at any time with or without cause, and the vacancy resulting from such removal
shall be filled, by vote of a majority of the stockholders at a meeting called
for that purpose or by unanimous consent in writing of the stockholders.

                  SEVENTH: To the fullest extent permitted by law, no director
of the Company shall be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.

                  THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this certificate and does
hereby declare and certify that it is his act and deed and the facts stated
herein are true, and accordingly does hereunto set his hand this 13th day of
April, 1994.

                                                         /S/ Margaret Civetta
                                                         ----------------------
                                                         Margaret Civetta
                                                         Sole Incorporator



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>8
<DESCRIPTION>EXHIBIT 3.7
<TEXT>

<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       OF
                            SNAPPLE WORLDWIDE CORP,

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


           FIRST. The name of this corporation shall be:

                            SNAPPLE WORLDWIDE CORP.

           SECOND. Its registered office in the State of Delaware is to be
located at 1013 Centre Road, in the City of Wilmington, County of New Castle and
its registered agent at such address is CORPORATION SERVICE COMPANY.

           THIRD. The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

           FOURTH. The total number of shares of stock which this corporation is
authorized to issue is: Three Thousand (3,000) Shares With A Par Value Of One
Cent ($.01) Each, Amounting To Thirty Dollars ($30.00).

           FIFTH. The name and address of the incorporator is as follows:

                                 Sherry A. Craig              
                                 Corporation Service Company  
                                 1013 Centre Road             
                                 Wilmington, DE 19805         
                                 
           SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

           SEVENTH. No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any







 <PAGE>


<PAGE>



transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article Seventh shall apply to or have any effect
on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.

           IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this ninth day of December, A.D., 1993.



                                         /s/ Sherry A. Craig            
                                         ------------------------------ 
                                         Sherry A. Craig                
                                         Incorporator                   


                                        2


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>9
<DESCRIPTION>EXHIBIT 3.8
<TEXT>

<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       OF

                              SNAPPLE FINANCE CORP.

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

         FIRST: The name of this corporation shall be:

                              SNAPPLE FINANCE CORP.

         SECOND: Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is CORPORATION SERVICE COMPANY.

         THIRD: The purpose or purposes of the corporation shall be:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:

         1,000 shares of $.01 par value common stock.

         FIFTH: The name and mailing address of the sole incorporator is as
follows:

<TABLE>
<CAPTION>
         NAME                               MAILING ADDRESS
         ----                               ---------------
         <S>                                <C>
         Mary Beth Martin                   c/o Hutchins, Wheeler & Dittmar
                                            101 Federal Street
                                            Boston, MA 02110
</TABLE>

         The name and mailing address of the person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified is as follows:

<TABLE>
<CAPTION>
         NAME                               MAILING ADDRESS
         ----                               ---------------
         <S>                                <C>
         Alan R. Koss                       c/o Snapple Beverage Corp.
                                            175 N. Central Avenue
                                            Valley Stream, NY 11580
</TABLE>


                                        1








 <PAGE>


<PAGE>








         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

                  A.  The board of directors of the corporation is expressly
                      authorized to adopt, amend, or repeal the by-laws of the
                      corporation.

                  B.  Elections of directors need not be by written ballot
                      unless the by-laws of the corporation shall so provide.

                  C.  The books of the corporation may be kept at such place
                      within or without the State of Delaware as the by-laws of
                      the corporation may provide or as may be designated from
                      time to time by the board of directors of the corporation.

         SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such a manner as the said court directs, if a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

         EIGHTH: The corporation hereby elects in this original certificate of
incorporation not to be governed by Section 203 of the General Corporation Law
of Delaware.

         NINTH: Except as stated in Article Tenth of this certificate of
incorporation, the corporation reserves the right to amend or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.


                                        2








 <PAGE>


<PAGE>







         TENTH: No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that, to the extent provided by applicable law, this provision shall not
eliminate the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any director for or with respect
to any acts or omissions of such director occurring prior to such amendment or
repeal.

         ELEVENTH: The Corporation is to have perpetual existence.

         IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed, and acknowledged this certificate of
incorporation this 1st day of March, 1994.

                                                     /s/ Mary Beth Martin
                                                     ---------------------
                                                     Mary Beth Martin
                                                     Sole Incorporator


                                        3


<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>10
<DESCRIPTION>EXHIBIT 3.9
<TEXT>

<PAGE>


                            ARTICLES OF INCORPORATION

                                       OF

                            GROUX DISTRIBUTION, INC.

                                        I

            The name of this corporation is GROUX DISTRIBUTION, INC.

                                       II

                  The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the California
General Corporation Law other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.

                                       III

                  The name and address in the State of California of this
corporation's initial agent for service of process is:

                           S. Lee Hancock
                           18400 Von Karman, Fourth Floor
                           Irvine, California  92715-1597

                                       IV

                  This corporation is authorized to issue only one class of
shares of stock; and the total number of shares which this corporation is
authorized to issue is one hundred thousand (100,000).

                                        V

                  The liability of the directors of this corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.

                                       VI

                  This corporation is authorized to provide indemnification of
agents, as that term is defined in Section 317 of the California General
Corporation Law, in excess of that expressly permitted by said Section 317, for
breach of duty to the corporation and its shareholders, under any bylaw,
agreement, vote of shareholders or










 <PAGE>


<PAGE>




disinterested directors or otherwise, to the fullest extent such indemnification
may be authorized hereby pursuant to paragraph (11) of subdivision (a) of
Section 204 of the California General Corporation Law.

DATED:  January 15, 1990

                                                  /s/ S.Lee Hancock
                                                  ----------------------------
                                                  S. LEE HANCOCK, Incorporator


                                        2








<PAGE>



<PAGE>







                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION

                  ROBERT J. GROUX and WILLIAM G. GROUX hereby certify that:

                  1. They are the President and the Secretary, respectively, of
GROUX DISTRIBUTION, INC., a California corporation (the "Corporation").

                  2. Article I of the Articles of Incorporation of this
Corporation is hereby amended to read as follows:

                                       "I

                  The name of this corporation is GROUX BEVERAGE
                  CORPORATION."

                  3. The foregoing amendment of Articles of Incorporation has
been duly approved by the Board of Directors of the Corporation.

                  4. The foregoing amendment of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902 of the California Corporations Code. The total number of outstanding
shares of the Corporation is 18,000. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than fifty percent (50%).

                  We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this Certificate are true
and correct of our own knowledge.

Dated:  As of March 22, 1994

                                               /s/ Robert J. Groux
                                               --------------------------
                                               Robert J. Groux, President


                                               /s/ William G. Groux
                                               ---------------------------
                                               William G. Groux, Secretary


<PAGE>



<PAGE>




                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                  ALAN R. KOSS hereby certifies that:

                  1. He is the President and the Secretary of GROUX BEVERAGE
CORPORATION, a California corporation (the "Corporation").

                  2. Article I of the Articles of Incorporation of this
Corporation is hereby amended to read as follows:

                                       "I

                  The name of this corporation is SNAPPLE DISTRIBUTORS OF
                  ORANGE COUNTY, INC."

                  3. The foregoing amendment of Articles of Incorporation has
been duly approved by the Board of Directors of the Corporation.

                  4. The foregoing amendment of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902 of the California Corporations Code. The total number of outstanding
shares of the Corporation is 18,000. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than fifty percent (50%).

                  I further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this Certificate are true
and correct of my knowledge.

Dated: As of September __, 1994

                                                     /s/ Alan R. Koss
                                                     -----------------------
                                                     Alan R. Koss, President


                                                     /s/ Alan R. Koss
                                                     -----------------------
                                                     Alan R. Koss, Secretary









 <PAGE>


<PAGE>








                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                  SNAPPLE DISTRIBUTORS OF ORANGE, COUNTY, INC.

                                *****************

                  We, W. Stephen Perry and Marcia S. Laz, the Vice President and
Assistant Secretary of Snapple Distributors of Orange County, Inc., a
corporation duly organized and existing under the laws of the State of
California, do hereby certify:

                  1. That they are the Vice President and the Assistant
Secretary, respectively, of Snapple Distributors of Orange County, Inc., a
California corporation.

                  2. That an amendment to the Articles of Incorporation of this
corporation has been approved by the board of directors.

                  3. The amendment so approved by the board of directors is as
follows:

                  Article I of the articles of incorporation of this corporation
is amended to read as follows:

                                       "I

                  The name of this corporation is PACIFIC SNAPPLE DISTRIBUTORS,
                  INC."

                  4. That the shareholders have adopted said amendment by
written consent. That the wording of said amendment as approved by written
consent of the shareholders is the same as that set forth above. That said
written consent was signed by the holders of outstanding shares having not less
than the minimum number of required votes of shareholders necessary to approve
said amendment in accordance with Section 902 of the California Corporations
Code.

                  5. That the designation and total number of outstanding shares
entitled to vote on or give written consent to said amendment and the minimum
percentage vote required of each class or series entitled to vote on or give
written consent to said amendment for approval thereof are as follows:










 <PAGE>


<PAGE>








<TABLE>
<CAPTION>

                                  Number of Shares                
                                outstanding entitled              
                                   to vote or give            Minimum percentage vote
       Designation                 written consent              required to approve
       -----------              --------------------          -----------------------
<S>                                    <C>                     <C>       
Common Stock                           18,000                  More than 50 percent
</TABLE>


                  Each of the undersigned declares under penalty of perjury that
the statements contained in the foregoing certificate are true of their own
knowledge.

Executed at Chicago, Illinois on December 6, 1995.

                                                     /s/ W.Stephen Perry
                                                     --------------------
                                                     Vice President
                                                     W. Stephen Perry


                                                     /s/ Marcia S. Laz
                                                     --------------------
                                                     Assistant Secretary
                                                     Marcia S. Laz


                                        2








<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>11
<DESCRIPTION>EXHIBIT 3.10
<TEXT>

<PAGE>






                          CERTIFICATE OF INCORPORATION

                                       OF

                           SNAPPLE DISTRIBUTION CORP.

                             A Delaware Corporation

         FIRST: The name of this corporation shall be:

                           SNAPPLE DISTRIBUTION CORP.

         SECOND: Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is CORPORATION SERVICE COMPANY.

         THIRD: The purpose or purposes of the corporation shall be:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:

         3,000 shares of common stock with a par value of $.01 per share.

         FIFTH: The name and mailing address of the sole incorporator is as
follows:

<TABLE>
<CAPTION>
         NAME                      MAILING ADDRESS
         ----                      ----------------
         <S>                       <C>
         Steven M. Peck            c/o Hutchins, Wheeler & Dittmar
                                   101 Federal Street
                                   Boston, MA 02110
</TABLE>

         The name and mailing address of the person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified is as follows:

<TABLE>
<CAPTION>
         NAME                       MAILING ADDRESS
         ----                       ----------------
         <S>                        <C>
         C. Hunter Boll             c/o Thomas H. Lee Company
                                    75 State Street
                                    Boston, MA 02109
</TABLE>










 <PAGE>


<PAGE>





         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

                                       A.

The board of directors of the corporation is expressly authorized to adopt,
amend, or repeal the by-laws of the corporation.

                                       B.

Elections of directors need not be by written ballot unless the by-laws of the
corporation shall so provide.

                                       C.

The books of the corporation may be kept at such place within or without the
State of Delaware as the by-laws of the corporation may provide or as may be
designated from time to time by the board of directors of the corporation.

         SEVENTH: The corporation hereby elects in this original certificate of
incorporation not to be governed by Section 203 of the General Corporation Law
of Delaware.

         EIGHTH: Except as stated in Article Tenth of this certificate of
incorporation, the corporation reserves the right to amend or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservations.

         NINTH: No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that, to the extent provided by applicable law, this provision shall not
eliminate the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any director for or with respect
to any acts or omissions of such director occurring prior to such amendment or
repeal.


                                        2








 <PAGE>


<PAGE>





         IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed, and acknowledged this certificate of
incorporation this 25th day of June, 1993.

                                                    /s/ Steven M. Peck
                                                    ------------------
                                                    Steven M.Peck, Incorporator


                                        3








 <PAGE>


<PAGE>



                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                MR. NATURAL, INC.
                                      INTO
                           SNAPPLE DISTRIBUTION CORP.
                     (PURSUANT TO SECTION 253 OF THE GENERAL
                          CORPORATION LAW OF DELAWARE)

         Snapple Distribution Corp., a Delaware corporation (the "Corporation")
does hereby certify:

         FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

         SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of Mr. Natural, Inc., a New York corporation.

         THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 30th day of December, 1993, determined to
merge into itself Mr. Natural, Inc. on the conditions set forth in such
resolutions:

         RESOLVED:   That, effective at 12:00 a.m. midnight on January 1, 1994,
                     tho Corporation merge into itself its wholly-owned
                     subsidiary, Mr. Natural, Inc., and assume all said
                     subsidiary's liabilities and obligations; and that this
                     Corporation change its name to "Mr. Natural, Inc." at the
                     effective time of the merger.

         FURTHER
         RESOLVED:   That the president or any vice president and the secretary
                     or any assistant secretary of this Corporation be and they
                     hereby are directed to make, execute and acknowledge a
                     Certificate of Ownership and Merger setting forth a copy of
                     the resolution to merge said Mr. Natural, Inc. into this
                     Corporation and to assume said subsidiary's liabilities and
                     obligations and that the Corporation change its name to
                     "Mr. Natural, Inc." at the effective time of the merger and
                     the date of adoption thereof and to file the same in the
                     office of the Secretary of State of the State of Delaware
                     and a certified copy thereof in the office of the Recorder
                     of Deeds of Newcastle.












 <PAGE>


<PAGE>








         IN WITNESS WHEREOF, said Snapple Distribution Corp. has caused its
corporate seal to be affixed and this certificate to be signed by Peter G.
Strahm, its CEO and President, and attested by Allan Dowds, its Assistant
Secretary, this 30th day of December, 1993.

                                                 SNAPPLE DISTRIBUTION CORP.

                                                 By: /s/ Peter G. Strahm
                                                    --------------------------
                                                    Name:  Peter G. Strahm
                                                    Title: CEO and President

ATTEST:

By: /s/ Allan Dowds
    ----------------------------
    Name:  Allan Dowds
    Title: Assistant Secretary


                                        2


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>12
<DESCRIPTION>EXHIBIT 3.11
<TEXT>

<PAGE>




                          CERTIFICATE OF INCORPORATION

                                       of

                                  KELRAE, INC.

The undersigned incorporator, in order to form a corporation under the General
Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is Kelrae, Inc. (hereinafter
called the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 103 Foulk Road, Suite 200, City of Wilmington, County of
New Castle, State of Delaware; and its registered agent at such address is
Entity Services (Delaware), Inc.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is One
Thousand (1,000) shares of Common Stock of the par value of One Dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Lisa Harding c/o National Corporate Research, Ltd., 9 East
Loockerman St., Dover, DE 19901.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the










 <PAGE>


<PAGE>








Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         8. Indemnification.

            8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any

                                        2









 <PAGE>


<PAGE>




threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a Director or officer of
the Corporation, or is or was serving in any capacity at the request of the
Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 8.

            8.2 The Corporation shall, from time to time, reimburse or advance
to any Director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall

                                        3









 <PAGE>


<PAGE>





ultimately be determined by final judicial decision fro which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

            8.3 The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or reimbursement or advancement of expenses may have or hereafter be entitled
under any statute, this Certificate of Incorporation, the By-Laws, any
agreement, any vote of stockholders or disinterested Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

            8.4 The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall continue
as to a person who has ceased to be a Director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

            8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under

                                        4









 <PAGE>


<PAGE>





Section 145 of the General Corporation Law of the State of Delaware or any other
provision of law.

            8.6 The provisions of this Section 8 shall be a contract between the
Corporation, on the one hand, and each Director and officer who serves in such
capacity at any time while this Section 8 is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such Director, officer, or other person intends to be legally bound. No
repeal or modification of this Section 8 shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

            8.7 The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall be
enforceable by any person entitled to such indemnification or reimbursement or
advancement of expenses in any court of competent jurisdiction. The burden of
proving that such indemnification or reimbursement or advancement of expenses is
not appropriate shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a

                                        5









 <PAGE>


<PAGE>





presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

            8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

            8.9 Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the

                                        6









 <PAGE>


<PAGE>




law in effect at the time indemnification or reimbursement or advancement of
expenses is sought.

         IN WITNESS WHEREOF, this Certificate has been signed on this 20th day
of March, 1998.

                                                     /s/ Lisa Harding
                                                     ------------------
                                                     Lisa Harding
                                                     Incorporator


                                        7


<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>13
<DESCRIPTION>EXHIBIT 3.12
<TEXT>



<PAGE>


                          Certificate of Incorporation
                                       of

                           MILLROSE DISTRIBUTORS, INC.

                           This is to certify that, there is hereby organized a
corporation under and by virtue of N.J.S. 14A:1-1 et. seq., the "New Jersey
Business Corporation Act."

14A:2-7 (1) (a)   1.       The name of the corporation is

                                    Millrose Distributors, Inc.

14A:2-7 (1) (g)   2.       The address (and zip code) of this corporation's
                           initial registered office is

                                    40 Fulton Street
                                    New Brunswick, New Jersey  08901

         and the name of this corporation's initial registered agent at such
         address is

                                    Thomas Rosamalia

14A:2-7 (1) (b)   3.       The purposes for which this corporation is organized
                           are:

                           To engage in any activity within the purposes for
                           which corporations may be organized under the
                           "New Jersey Business Corporation Act." N.J.S.
                           14A:1-1 et. seq.


<PAGE>



<PAGE>


14A:2-7 (1) (c)   4.       The aggregate number of shares which the corporation
                           shall have authority to issue is

                           One Thousand (1,000) shares without par value.


<PAGE>


<PAGE>



14A:2-7  (1) (b)  5. The first Board of Directors of this corporation shall
         consist of 2 Director(s) and the name and address of each person who is
         to serve as such Director is:


<TABLE>
<CAPTION>

       Name                                  Address                              Zip Code
<S>                                  <C>                                       <C>
Thomas Rosamalia                      211 Ridge St., Newark, N.J.                   07104
Joseph Rosamalia                      162 Christol St., Metuchen, N.J.              08840
</TABLE>



14A:2-7 (1) (b)   6.       The name and address of each incorporator is:

<TABLE>
<CAPTION>

       Name                                  Address                              Zip Code
<S>                                  <C>                                       <C>
William T. Hilliard                   215 Byrd Ave., Scotch Plains, N.J.           07076
</TABLE>




         In Witness Whereof, each individual incorporator, each being over the
age of eighteen years, has signed this Certificate; or if the incorporator be a
corporation, has caused this Certificate to be signed by its authorized
officers, this 8th day of September 1980.

 ........../s/ William T. Hilliard...........    ................................
         William T. Hilliard

 ............................................    ................................


<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>14
<DESCRIPTION>EXHIBIT 3.13
<TEXT>

<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       of

                              RC/ARBY'S CORPORATION

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is RC/Arby's Corporation
(hereinafter the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is THREE
THOUSAND (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Group, Inc., 900 Third Avenue,
31st Floor, New York, New York 10022.









 <PAGE>


<PAGE>




                                                                          Page 2

         6. Liability of Directors. No director of the Corporation shall be held
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. If the General Corporation
Law of the State of Delaware is amended after adoption of this paragraph to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         7. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the Corporation) make, alter or repeal the by-laws of the Corporation;
provided, however, that any by-laws made, amended or repealed by the Board of
Directors may be amended or repealed, and any by-laws may be made, by the
stockholders of the Corporation.




<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>15
<DESCRIPTION>EXHIBIT 3.14
<TEXT>

<PAGE>




                            CERTIFICATE OF FORMATION

                                       OF

                                    ARHC, LLC
                       (Pursuant to Section 18-201 of the
                     Delaware Limited Liability Company Act)

         The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

         FIRST: The name of the limited liability company (hereinafter called
the "Limited Liability Company") is ARHC, LLC.

         SECOND: The address of the registered office and the name and the
address of the registered agent of the Limited Liability Company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware;
and its registered agent at such address is The Corporation Trust Company.

         IN WITNESS WHEREOF, this Certificate has been signed on this 22nd day
of February, 1999.

                                                       /s/ Colleen A. Keating
                                                           -------------------
                                                           Colleen Keating
                                                           Authorized Person




<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>16
<DESCRIPTION>EXHIBIT 3.15
<TEXT>

<PAGE>











                          CERTIFICATE OF INCORPORATION

                                       of

                           RCAC ASSET MANAGEMENT, INC,

                  The undersigned incorporator, in order to form a corporation
under the General Corporation Law of the State of Delaware, certifies as
follows:

                  1. Name. The name of the corporation is RCAC Asset Management,
Inc. (hereinafter called the "Corporation").

                  2. Address; Registered Agent. The address of the Corporation's
registered office is [1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware;] and its registered agent at such address is The
Corporation Trust Company.

                  3. Purposes. The nature of the business and purposes to be
conducted or promoted by the Corporation are to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

                  4. Number of Shares. The total number of shares of capital
stock of all classifications which the Corporation shall have authority to issue
is [THREE THOUSAND (3,000) shares of Common Stock of the par value of one dollar
($1.00) each.]

                  5. Name and Address of Incorporator. The name and mailing
address of the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900
Third Avenue, 31st Floor, New York, New York 10022.










 <PAGE>


<PAGE>








                  6. Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the Corporation) make, alter or repeal the by-laws of the
Corporation (the "By-Laws"); provided, however, that any By-Laws made, amended
or repealed by the Board of Directors may be amended or repealed, and any
By-Laws may be made, by the stockholders of the Corporation.

                  7. Limitation of Liability of Directors. No director of the
Corporation shall be held personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


                                        2








 <PAGE>


<PAGE>






                  8. Indemnification.

                     8.1 To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 8.

                     8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition


                                        3








 <PAGE>


<PAGE>








of a Proceeding only upon receipt by the Corporation of an undertaking, by or on
behalf of such Director or officer (or other person indemnified hereunder), to
repay any such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
Director, officer or other person is not entitled to be indemnified for such
expenses.

                     8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                     8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                     8.5 The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person or incurred by such person in
any such capacity, or arising out of such person's status as such, whether or
not the Corporation would


                                        4








 <PAGE>


<PAGE>





have the power to indemnify such person against such liability under the
provisions of this Section 8, the By-Laws or under Section 145 of the General
Corporation Law of the State of Delaware or any other provision of law.

                     8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to he
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                     8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not


                                        5








 <PAGE>


<PAGE>







entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

                     8.8 Any Director or officer of the Corporation serving in
any capacity (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                     8.9 Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right pursuant to this
Section 8 may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.


                                        6








 <PAGE>


<PAGE>




                  IN WITNESS WHEREOF, this Certificate has been signed on this
16th day of March, 1995.

                                                     /s/ Mary C. Wade
                                                     --------------------
                                                     Mary C. Wade
                                                     Incorporator


                                        7



<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>17
<DESCRIPTION>EXHIBIT 3.16
<TEXT>



<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       of

                               ARBY'S MERGER CORP.

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is Arby's Merger Corp.
(hereinafter called the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the


<PAGE>


<PAGE>



Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         8.       Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether


                                        2


<PAGE>


<PAGE>



civil, criminal, administrative or investigative, including, without limitation,
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person, or a person of whom such person
is the legal representative, is or was a Director or officer of the Corporation,
or is or was serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements). Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right



                                        3


<PAGE>


<PAGE>


of appeal that such Director, officer or other person is not entitled to be
indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of the
General Corporation Law of the State of Delaware or any other provision of law.


                                        4


<PAGE>


<PAGE>



                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to


                                        5


<PAGE>



<PAGE>


such indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the


                                        6


<PAGE>


<PAGE>



law in effect at the time indemnification or reimbursement or advancement of
expenses is sought.

         IN WITNESS WHEREOF, this Certificate has been signed on this 16th day
of February, 1994.

                                                      /s/ Mary C. Wade
                                                      ------------------------
                                                      Mary C. Wade
                                                      Incorporator


<PAGE>


<PAGE>


                              CERTIFICATE OF MERGER

                                     MERGING

                                  ARBY'S, INC.

                                      INTO

                               ARBY'S MERGER CORP.

                         (Pursuant to Section 252 of the

                General Corporation Law of the State of Delaware

         The undersigned, a Delaware corporation, hereby certifies as follows:

         FIRST: The names and state of incorporation of each of the constituent
corporations (the "Constituent Corporations") in the merger (the "Merger") are:

<TABLE>
<CAPTION>
               Name                          State of Incorporation
               ----                          ----------------------
<S>                                          <C>
           Arby's, Inc.                               Ohio
          Arby's Merger Corp.                       Delaware
</TABLE>


         SECOND: An Agreement and Plan of Merger dated as of March 10, 1994, has
been approved, adopted, certified, executed and acknowledged by each of the
Constituent Corporations in accordance with the requirements of Section 252 of
the General Corporation Law of the State of Delaware.

         THIRD: Arby's Merger Corp. shall be the corporation surviving the
Merger (the "Surviving Corporation").

         FOURTH: The certificate of incorporation of the Surviving Corporation
attached to this Certificate of Merger as Exhibit A shall constitute the
certificate of incorporation of the Surviving Corporation, except that upon the
effectiveness of the merger, Section 1 of the Certificate of Incorporation of
the Surviving Corporation shall


                                        8


<PAGE>


<PAGE>


be amended to read in its entirety as follows: "The name of the Corporation is
Arby's, Inc."

         FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the Surviving Corporation. The address of the
principal place of business of the Surviving Corporation is: 1000 Corporate
Drive, Fort Lauderdale, Florida 33334.

         SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the Surviving Corporation, on request and without cost, to any stockholder of
any Constituent Corporation.

         SEVENTH: The Merger shall be effective under the General Corporation
Law of the State of Delaware upon the filing of this certificate.

         IN WITNESS WHEREOF, the undersigned has executed this certificate as of
the 17th day of March, 1994.

ATTEST:                                     ARBY'S MERGER CORP.

 /s/ Curtis S. Gimson                       By:    /s/ Francis T. McCarron
--------------------------                  ---------------------------------


                                        9


<PAGE>


<PAGE>



                                                                       Exhibit A


                          CERTIFICATE OF INCORPORATION

                                       of

                                  ARBY'S, INC.

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         9. Name. The name of the corporation is Arby's, Inc. (hereinafter
called the "Corporation").

         10. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         11. Purposes. The nature of the business and purposes to be conducted
or promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         12. Number of Shares. The total number of shares of capital stock of
all classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         13. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.


<PAGE>


<PAGE>




         14. Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the Corporation) make, alter or repeal the by-laws of the
Corporation (the "By-Laws"); provided, however, that any By-Laws made, amended
or repealed by the Board of Directors may be amended or repealed, and any
By-Laws may be made, by the stockholders of the Corporation.

         15. Limitation of Liability of Directors. No director of the
Corporation shall be held personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

             Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


                                        2


<PAGE>


<PAGE>




         16.      Indemnification.

                  16.1 To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 8.

                  16.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon


                                        3


<PAGE>


<PAGE>



receipt by the Corporation of an undertaking, by or on behalf of such Director
or officer (or other person indemnified hereunder), to repay any such amount so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right of appeal that such Director, officer or other
person is not entitled to be indemnified for such expenses.

                  16.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  16.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  16.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such


                                        4


<PAGE>


<PAGE>


person against such liability under the provisions of this Section 8, the
By-Laws or under Section 145 of the General Corporation Law of the State of
Delaware or any other provision of law.

                  16.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  16.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a


                                        5


<PAGE>



<PAGE>



presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

                  16.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plant of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  16.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.


                                        6


<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>18
<DESCRIPTION>EXHIBIT 3.17
<TEXT>

<PAGE>



                            ARTICLES OF INCORPORATION

                                       OF

                      ARBY'S BUILDING AND CONSTRUCTION CO.

                  The undersigned, being a natural person of the age of at least
eighteen years and acting as the incorporator to organize a corporation under
the provisions of the Georgia Business Corporation Code, does hereby adopt and
sign the following articles of incorporation:

                  FIRST:  The name of the corporation (hereinafter called the
"corporation") is ARBY'S BUILDING AND CONSTRUCTION CO.

                  SECOND: The corporation is organized pursuant to the
provisions of the Georgia Business Corporation Code.

                  THIRD: The period of duration of the corporation is perpetual.

                  FOURTH: The purposes for which the corporation is organized
are to engage in any lawful act or activity for which corporations may be
organized under the Georgia Business Corporation Code.

                  To have all of the powers conferred upon corporations
organized under the Georgia Business Corporation Code.

                  FIFTH: The aggregate number of shares which the corporation
shall have authority to issue is One Thousand (1,000), all of which are of a par
value of One Dollar ($l.00) each and are of the same class and are to be Common
shares.

                  SIXTH: The corporation will not commence business until
consideration of the value of at least five hundred dollars has been received
for the issuance of its shares.

                  SEVENTH: The complete mailing address, including street and
number or building or floor, of the initial registered office of the corporation
in the State of Georgia, County of Fulton, is c/o The Prentice-Hall Corporation
System, Inc., 55 Park Place, Atlanta, Georgia 30335; and the name of the initial
registered agent of the corporation in Georgia at such address is The
Prentice-Hall Corporation System, Inc.

                  EIGHTH: The number of directors constituting the initial Board
of Directors of the corporation is three; and the name and the complete address,
including street and number or building or floor, of each person who is to serve
as a member thereof are as follows:







 <PAGE>


<PAGE>



<TABLE>
<CAPTION>

           NAME                                          ADDRESS
           ----                                          -------
<S>                                             <C>                     
Leonard H. Roberts                             Suite 700, The Piedmont Center
                                               3495 Piedmont Road, N.E.
                                               Atlanta, Georgia  30305

Kim Nassar                                     Suite 700, The Piedmont Center
                                               3495 Piedmont Road, N.E.
                                               Atlanta, Georgia  30305

Renee Mottram                                  6917 Collins Avenue
                                               Miami Beach, Florida  33141
</TABLE>

                  NINTH: The name and the complete address, including street and
number or building and floor, of the incorporator are:
<TABLE>
<CAPTION>

           NAME                                          ADDRESS
           ----                                          -------
<S>                                            <C>                   
R. G. Dickerson                                229 South State Street
                                               Dover, Delaware  19901
</TABLE>

                  TENTH: For the regulation of the business and the conduct of
the affairs of the corporation, it is further provided:

                  1. Whenever the corporation shall be engaged in the business
of exploiting natural resources, patents, or other wasting assets, dividends may
be declared and paid in cash out of the depletion reserves at the discretion of
the Board of Directors.

                  2. The Board of Directors of the corporation may, from time to
time, and in conformity with the provisions of the Georgia Business Corporation
Code, distribute to its shareholders out of capital surplus of the corporation a
portion of its assets in cash or property,

                  3. In addition to the authority otherwise conferred by the
Georgia Business Corporation Code, the corporation may purchase its own shares
out of unreserved and unrestricted capital surplus available therefor.

                  4. In lieu of setting forth provisions in these of Articles of
Incorporation in respect of restrictions on the transfer of shares of the
corporation or any provisions for the optional or compulsory sale and purchase
of shares among the shareholders and the corporation or any of them, such
provisions may be set forth in the Bylaws of the corporation or in a written
agreement or written agreements of the parties involved.


                                        2






 <PAGE>


<PAGE>




                  5. Any shareholder who is subject to any liability for
managerial acts or omissions under the provisions of Section 14-2-120 of the
Georgia Business Corporation Code shall be entitled to the same rights,
privileges, indemnification, and benefits which the Georgia Business Corporation
Code confers upon any director.

                  6. Pursuant to the provisions of Section 14-2-112 of the
Georgia Business Corporation Code, and subject to the limitations and
requirements therein set forth, any action required to be taken at a meeting of
the shareholders of the corporation, or any action which may be taken at a
meeting of the shareholders of the corporation may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by persons
who would be entitled to vote at a meeting those shares having voting power to
cast not less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted,

Signed on March 6, 1986, at Dover, Delaware.

                                                 /s/ R. G. Dickerson   
                                                 ------------------------------
                                                 R. G. Dickerson, Incorporator


                                        3



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>19
<DESCRIPTION>EXHIBIT 3.18
<TEXT>

<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       OF

                            TJ HOLDING COMPANY, INC.

               The undersigned incorporator, in order to form a corporation
under the General Corporation Law of the State of Delaware, certifies as
follows:

               1. Name. The name of the corporation is TJ Holding Company,
Inc. (hereinafter called the "Corporation").

               2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

               3. Purposes. The nature of the business and purposes to be
conducted or promoted by the Corporation are to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

               4. Number of Shares. The total number of shares of capital stock
of all classifications which the Corporation shall have authority to issue is
three thousand (3,000) shares of Common Stock of the par value of one dollar
($1.00) each.

               5. Name and Address of Incorporator. The name and mailing address
of the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

               6. Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the Corporation) make, alter or repeal the by-laws of the
Corporation (the "ByLaws"), provided, however, that any By-Laws made, amended or
repealed by the Board of Directors may be amended or repealed, and any By-Laws
may be made, by the stockholders of the Corporation.

               7. Limitation of Liability of Directors. No director of the
Corporation shall be held personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholder, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the







 <PAGE>


<PAGE>


                                                                             2


director derived an improper personal benefit. If the General Corporation Law of
the State of Delaware is amended after adoption of this paragraph to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended.

               Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

               8. Indemnification.

                       8.1 To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments. fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 8.

                       8.2 The Corporation shall, from time to time, reimburse
or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with any Proceeding,
in advance of the final disposition of such Proceeding provided, however, that,
if required by the General Corporation Law of the State of Delaware, such
expenses incurred by or on behalf of any Director or officer or other person may
be paid in advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an undertaking, by or on behalf of such Director or officer
(or other person indemnified hereunder), to repay any such amount so advanced if
it shall ultimately be determined by final judicial decision from which there is
no further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

                       8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or







 <PAGE>


<PAGE>



                                                                             3

reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Certificate of Incorporation, the By-Laws, any agreement any
vote of stockholders or disinterested Directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office.

                       8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                       8.5 The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person or incurred by such person in
any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Section 8, the By-Laws or under Section
145 of the General Corporation Law of the State of Delaware or an other
provision of law.

                       8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                       8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in







 <PAGE>


<PAGE>



                                                                             4

connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                       8.8 Any Director or officer of the Corporation serving in
any capacity (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                       8.9 Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right pursuant to this
Section 8 may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of expenses is sough provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.

               IN WITNESS WHEREOF, this Certificate has been signed on this 16th
day of April, 1996.

                                             /s/ Mary C. Wade     
                                             ---------------------------
                                             Mary C. Wade
                                             Incorporator


<PAGE>

 


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>20
<DESCRIPTION>EXHIBIT 3.19
<TEXT>

<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       of

                     ARBY'S RESTAURANT CONSTRUCTION COMPANY

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is Arby's Restaurant Construction
Company (hereinafter called the "Corporation").

         2. Address, Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.






 <PAGE>


<PAGE>








         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its Stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefits.
If the General Corporation Law of the State of Delaware

                                        2






 <PAGE>


<PAGE>








is amended after adoption of this paragraph to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         8. Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation


                                        3






 <PAGE>


<PAGE>



to the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.


                                        4






 <PAGE>


<PAGE>



                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out or such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of The
General Corporation Law of the State of Delaware or any other provision of law.

                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding


                                        5






 <PAGE>


<PAGE>








theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in


                                        6






 <PAGE>


<PAGE>







the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

         IN WITNESS WHEREOF, this Certificate has been signed on this 11th day
of April, 1995.

                                                     /s/ Mary C. Wade
                                                     ------------------------
                                                     Mary C. Wade
                                                     Incorporator

                                        7


<PAGE>


 


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>21
<DESCRIPTION>EXHIBIT 3.20
<TEXT>

<PAGE>





                          CERTIFICATE OF INCORPORATION

                                       of

                            ARBY'S RESTAURANTS, INC.

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is Arby's Restaurants, Inc.
(hereinafter called the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of' Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.








 <PAGE>


<PAGE>





         6. Adoption Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repeated by the
Board of Directors may be amended or repeated, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its Stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


                                        2






 <PAGE>


<PAGE>








         8. Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
Person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however that, if required by the
General Corporation Law of the State of Delaware, such expenses incurred by or
on behalf of any Director or officer or other person may be paid in advance of
the final disposition of a Proceeding


                                        3






 <PAGE>


<PAGE>




only upon receipt by the Corporation of an undertaking, by or on behalf of such
Director or officer (or other person indemnified hereunder), to repay any such
amount so advanced if it shall ultimately be determined by final, judicial
decision from which there is no further right of appeal that such Director,
officer or other person is not entitled to be indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees or such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out or such person's status as such, whether or not the
Corporation would have the power to


                                        4






 <PAGE>


<PAGE>



indemnify such person against such liability under the provisions of this
Section 8, the By-Laws or under Section 145 of the General Corporation Law of
the State of Delaware or any other provision of law.

                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and Officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement or expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of providing that such indemnification or reimbursement or
advancement of expenses is not appropriate shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) to have made a determination
prior to the commencement of such action that such indemnification or
reimbursement or advancement of expenses is proper in the circumstances nor an
actual determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not


                                        5






 <PAGE>


<PAGE>








entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indicated or reimbursement or advancement of
expenses is sought.


                                        6






 <PAGE>


<PAGE>







         IN WITNESS WHEREOF, this Certificate has been signed on this 13th day
of February, 1995.

                                                     /s/ Mary C. Wade 
                                                     --------------------------
                                                     Mary C. Wade
                                                     Incorporator

                                       7


<PAGE>

 


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>22
<DESCRIPTION>EXHIBIT 3.21
<TEXT>

<PAGE>



                            ARTICLES OF INCORPORATION

                                       OF

                              NATIONAL ART COMPANY

         We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation under the Mississippi Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:

         FIRST:  The name of the corporation is:  NATIONAL ART COMPANY

         SECOND:  The period of its duration is ninety-nine years.

         THIRD:  The specific purpose or purposes for which the corporation is
organized stated in general terms are:

                  Manufacture and distribution of picture frames and plastic
                  products of any and every type; and to operate a general
                  manufacturing and distribution business of various and sundry
                  products, and all of the powers set forth in section 4 of the
                  Mississippi Business Corporation Act.

         FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is ten thousand shares of the par value of One Hundred
Dollars ($100.00) each.

         FIFTH:  The corporation will not commence business until consideration
of the value of at least $1,000 has been received for the issuance of shares.


                                        






 <PAGE>


<PAGE>








         SIXTH: Provisions granting to shareholders the preemptive right to
acquire additional or treasury shares of the corporation are:

                  Full preemptive rights to acquire additional or treasury
                  shares shall vest in the shareholders in proportion to their
                  respective stockholdings.

         SEVENTH: The post office address of its initial registered office is
1500 Commerce Street, Greenwood, Mississippi, and the name of its initial
registered agent at such address is SIDNEY A. HARRIS.

         EIGHTH: The number of directors constituting the initial board of
directors of the corporation is five and the names and addresses of the persons
who are to serve as directors until the first annual meeting of shareholders or
until their successors are elected and shall qualify are:

<TABLE>
<CAPTION>

     NAME                             STREET AND POST OFFICE ADDRESS
     ----                             ------------------------------
<S>                                   <C>                           
William C. Durkee                     1000 10th Avenue, Columbus, Georgia

Lawrence K. Mock                      1000 10th Avenue, Columbus, Georgia

Nolan Murrah, Jr.                     1000 10th Avenue, Columbus, Georgia

Sidney A. Harris                      1500 Commerce Street,
                                      Greenwood, Mississippi

C.A. Miller, Jr.                      1500 Commerce Street,
                                      Greenwood, Mississippi

</TABLE>

                                        2






 <PAGE>


<PAGE>



         NINTH: The name and post office address of each incorporator is:

<TABLE>
<CAPTION>

       NAME                                     STREET AND POST OFFICE ADDRESS
       ----                                     ------------------------------
<S>                                             <C>
Joe Jack Hurst                                  1142 Lyncrest Avenue,
                                                Jackson, Mississippi

Roland D. Marble                                4065 Eastwood Drive,
                                                Jackson, Mississippi
Dated:  December 5, 1969

                                            /s/ Joe Jack Hurst     
                                            --------------------------------
                                            JOE JACK HURST

                                            /s/ Roland D. Marble         
                                            --------------------------------
                                            ROLAND D.MARBLE

</TABLE>


                                        3






 <PAGE>


<PAGE>



                          (TO BE EXECUTED IN DUPLICATE)

                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                              NATIONAL ART COMPANY

         Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         FIRST: The name of this corporation is National Art Company
(hereinafter the "Corporation").

         SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on September 4, 1981, in the
manner prescribed by the Mississippi Business Corporation Act:

                               (Insert Amendment)

         RESOLVED, That the Articles of Incorporation be and hereby are amended
         by deleting Article "FIRST" in its entirety and inserting and
         substituting in lieu thereof a new Article "FIRST" reading as follows:

         "The name of the Corporation is National Picture & Frame Co.
         (hereinafter called the "Corporation")"

         THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 10,000, and the number of shares entitled to vote thereon
was 10,000.

                                        4






 <PAGE>


<PAGE>




         FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:

<TABLE>
<S>                            <C>                         <C>              
Class                    (Note 1)                          Number of Shares
Common                                                           10,000
</TABLE>

         FIFTH: The number of shares voted for such amendment was 10,000 and the
number of shares voted against such amendment was 0.

         SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:

<TABLE>
<S>                            <C>                       <C>                 
Class                    (Note 1)                        Number of Shares Voted
                                                          For            Against
Common                                                   10,000             0
</TABLE>

         SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (Note 2)

No Change.


                                        5






 <PAGE>


<PAGE>





         EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital (expressed in
dollars) as changed by such amendment, are as follows: (Note 2)

         No Change.

Dated: October 19, 1981

                                                     National Art Company     
                                                   -------------------------
                                                     (Exact Corporate Title)

                                                   By                  
                                                     --------------------------
                                                     Its Vice President

                                                   By         
                                                     --------------------------
                                                     Its Secretary

Notes:   1. If Inapplicable, Insert "None".
         2. If Inapplicable, Insert "No Change".


                                        6






 <PAGE>


<PAGE>





                          (TO BE EXECUTED IN DUPLICATE)

                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                          NATIONAL PICTURE & FRAME CO.

         Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         FIRST: The name of this corporation is National Picture & Frame Co.

         SECOND: The following amendment of the Articles of Incorporation was

adopted by the shareholders of the corporation on March 9, 1987, in the manner
prescribed by the Mississippi Business Corporation Act:

                               (Insert Amendment)

         RESOLVED, That the Articles of Incorporation be and hereby are amended
         by deleting Article "FIRST" in its entirety and inserting and
         substituting in lieu thereof a new Article "FIRST" reading as follows:

         "The name of the corporation is RC-11, Inc. (hereinafter called the
         "Corporation")."

         THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 10,000, and the number of shares entitled to vote thereon
was 10,000.

         FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:


                                        7






 <PAGE>


<PAGE>



<TABLE>

<S>                             <C>                           <C>
Class                     (Note 1)                           Number of Shares
Common                                                           10,000
</TABLE>

         FIFTH: The number of shares voted for such amendment was 10,000 and the
number of shares voted against such amendment was 0.

         SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:

<TABLE>

<S>                             <C>                       <C>
Class                     (Note 1)                       Number of Shares Voted
                                                          For           Against
Common                                                   10,000            0
</TABLE>

         SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (Note 2)

No Change.


                                        8






 <PAGE>


<PAGE>




         EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital (expressed in
dollars) as changed by such amendment, are as follows: (Note 2)

         No Change.

Dated:  July 17, 1987

                                               National Picture & Frame Co.
                                             --------------------------------
                                                 (Exact Corporate Title)

                                          By /s/ Mitchell Gregory 
                                             ------------------------------
                                                 Its Vice President
                                                 Mitchell V. Gregory

                                          By /s/ Edward A.Christensen   
                                             ------------------------------
                                                 Its Vice President & Secretary
                                                 Edward A. Christensen

Notes:   1.  If Inapplicable, Insert "None".
         2.  If Inapplicable, Insert "No Change".


                                        9

<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>23
<DESCRIPTION>EXHIBIT 3.22
<TEXT>

<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       of

                                RC LEASING, INC.

     The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is RC Leasing, Inc. (hereinafter
called the "Corporation").

         2. Address, Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

         6. Adoption, Amendment and/or Repeal By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original


                                        






 <PAGE>


<PAGE>




by-laws of the Corporation) make, alter or repeal the by-laws of the Corporation
(the "By-Laws"); provided, however, that any By-Laws made, amended or repealed
by the Board of Directors may be amended or repealed, and any By-Laws may be
made, by the stockholders of the Corporation.

         7. Limitation of Liabilities of Directors. No director of the
Corporation shall be held personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         8. Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether


                                        2






 <PAGE>


<PAGE>




civil, criminal, administrative or investigative, including, without limitation
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person, or a person of whom such person
is the legal representative, is or was a Director or officer of the Corporation,
or is or was serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements). Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from


                                        3






 <PAGE>


<PAGE>




which there is no further right of appeal that such Director, officer or other
person is not entitled to be indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of the
General Corporation Law of the State of Delaware or any other provision of law.


                                        4






 <PAGE>


<PAGE>




                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in

                                        5






 <PAGE>


<PAGE>








connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.


                                        6






 <PAGE>


<PAGE>




         IN WITNESS WHEREOF, this Certificate has been signed on this 26th day
of January, 1994.

                                                     /s/ Mary C. Wade 
                                                     ------------------------
                                                     Mary C. Wade
                                                     Incorporator


                                        7

<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>24
<DESCRIPTION>EXHIBIT 3.23
<TEXT>

<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       OF

                       ROYAL CROWN BOTTLERS OF TEXAS, INC.

                                    * * * * *

                  1. The name of the corporation is ROYAL CROWN BOTTLERS OF
TEXAS, INC.

                  2. The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

                  3. The nature of the business or purposes to be conducted or
promoted is:

                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  4. The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

                  5. The name and mailing address of each incorporator is as
follows:

<TABLE>
<CAPTION>

                    NAME                      MAILING ADDRESS
                    ----                      ---------------
                    <S>                       <C>                  
                    F.J. Obara, Jr.           100 West Tenth Street
                                              Wilmington, Delaware  19801

                    W.J. Reif                 100 West Tenth Street
                                              Wilmington, Delaware  19801

                    R.F. Andrews              100 West Tenth Street
                                              Wilmington, Delaware  19801

</TABLE>


 



 <PAGE>


<PAGE>



                  6. The corporation is to have perpetual existence.

                  7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized: To make,
alter or repeal the by-laws of the corporation.

                  8. Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation. Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.

                  9. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                  WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring


                                        2






 <PAGE>


<PAGE>



and certifying that this is our act and deed and the facts herein stated are
true, and accordingly have hereunto set our hands this 1st day of February,
1977.

                                                        /s/ F.J. Obara jr.    
                                                        -----------------------
                                                        F. J. Obara, Jr.

                                                        /s/ W.J. Reif        
                                                        -----------------------
                                                        W.J. Reif

                                                        /s/ R.F. Andrews    
                                                        ----------------------
                                                        R.F. Andrews


                                        3






 <PAGE>


<PAGE>




                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

                  Royal Crown Bottlers of Texas, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

                  FIRST: That, the Board of Directors of Royal Crown Bottlers of
Texas, Inc., at a meeting duly held, adopted resolutions proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said
Corporation:

                  RESOLVED, That the Certificate of Incorporation be and hereby
                  is amended by deleting Article "1." in its entirety and
                  inserting and substituting in lieu thereof a new Article "1."
                  reading as follows:

                  "1.  The name of the corporation is Royal Crown
                  Bottling Company of Texas (hereinafter called the
                  Corporation)."

                  SECOND: That thereafter, the Corporation's shareholder
approved the aforesaid amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.

                  THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.







 <PAGE>


<PAGE>




                  FOURTH: That the capital of said corporation will not be
reduced under or by any reason of said amendment.

                  IN WITNESS WHEREOF, said Royal Crown Bottlers of Texas, Inc.
has caused its corporate seal to be hereunto affixed and this certificate to be
signed by Nolan Murrah, Jr., its Vice President, and Toby Lee Tenenbaum, its
Assistant Secretary this 22nd day of June, 1978.

                                                ROYAL CROWN BOTTLERS OF
                                                TEXAS, INC.

                                                By: /s/  Nolan Murrah, Jr.  
                                                    ------------------------
                                                    Vice President

ATTEST:

By: /s/ Toby Lee Tenenbaum  
    -------------------------
            Secretary




<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>25
<DESCRIPTION>EXHIBIT 3.24
<TEXT>

<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       OF

                              ROYAL CROWN COLA CO.

                                    * * * * *

                  1. The name of the corporation is ROYAL CROWN COLA CO.

                  2. The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

                  3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

                  4. The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000).

                  5A. The name and mailing address of each incorporator is as
follows:

<TABLE>
<CAPTION>

    NAME                   MAILING ADDRESS
    ----                   ---------------
<S>                        <C>
F. J. Obara, Jr.           100 West Tenth Street
                           Wilmington, Delaware 19801

M. A. Ferrucci             100 West Tenth Street
                           Wilmington, Delaware 19801

R. F. Andrews              100 West Tenth Street
                           Wilmington, Delaware 19801
</TABLE>







 <PAGE>


<PAGE>


                  5B. The name and mailing address of each person, who is to
serve as a director until the first annual meeting of the stockholders or until
a successor is elected and qualified, is as follows:

<TABLE>
<CAPTION>

    NAME                      MAILING ADDRESS
    ----                      ---------------
<S>                          <C>
Donald A. McMahon            41 Perimeter Center East, N.E.
                             Atlanta, Georgia 30346

Nolan Murrah, Jr             41 Perimeter Center East, N.E.
                             Atlanta, Georgia 30346

W. T. Young                  P. O. Box 1110
                             Lexington, Kentucky 40501
</TABLE>


                  6. The corporation is to have perpetual existence.

                  7A. Without limiting the generality of the foregoing and in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized without the consent of stockholders of any
class, by resolution passed by a majority of the whole Board, to make, alter or
repeal the by-laws of the Corporation, but any by-laws made by the Board of
Directors may be altered, amended or repealed by the stockholders or by like
resolution of the Board of Directors.

                  B. The Board of Directors shall have power to authorize and to
 cause to be executed mortgages, pledges, charges and liens upon all or any part
 of the real and personal property, rights, interest and franchises of the
 Corporation, including after-acquired property.

                  C. Directors shall be entitled to reasonable directors' fees
 and to reasonable compensation for services to the Corporation in other
 capacities.

                                        2








 <PAGE>


<PAGE>


                  D. Any officer or other employee elected or appointed by the
Board of Directors may be removed (except from the office of Director) at any
time by vote of a majority of the whole Board of Directors. Any other officers
or employees of the Corporation may be removed by a vote of the Board of
Directors or by any Committee or superior officer upon whom such power of
removal may be conferred.

                  8. Elections of directors need not be by written ballot unless
 the by-laws of the corporation shall so provide.

                  Meetings of stockholders may be hold within or without the
 State of Delaware, as the by-laws may provide. The books of the corporation may
 be kept (subject to any provision contained in the statutes) outside the State
 of Delaware at such place or places as may be designated from time to time by
 the board of directors or in the by-laws of the corporation.

                  9. The corporation reserves the right to amend, alter, change
 or repeal any provision contained in this certificate of incorporation, in the
 manner now or hereafter prescribed by statute, and all rights conferred upon
 stockholders herein are granted subject to this reservation.

                  10. This certificate of incorporation shall be effective on
 March 7, 1978.

                  WE, THE UNDERSIGNED, being each of the incorporators
 hereinbefore named, for the purpose of forming a corporation pursuant to the
 General Corporation Law of the State of Delaware, do make this certificate,
 hereby declaring

                                        3








 <PAGE>


<PAGE>


and certifying that this is our act and deed and the facts herein stated are
true, and accordingly have hereunto set our hands this 28th day of February,
1978.

                                        /s/ F.J. Obara Jr.   
                                        ------------------------
                                            F. J. Obara, Jr.

                                        /s/ M.A. Ferucci  
                                        ------------------------
                                            M.A. Ferrucci

                                        /s/ R.F. Andrews 
                                        ------------------------    
                                            R. F. Andrews


                                        4







 <PAGE>


<PAGE>

                                    

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF
                              ROYAL CROWN COLA CO.

         Royal Crown Cola Co., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

         That this Certificate of Incorporation of the Corporation is amended by
amending Article 1 to read in its entirety as follows.

                           "1. Name. The name of the corporation is Royal Crown
                  Company, Inc. (hereinafter called the "Corporation").

         That this amendment was duly adopted in accordance with the provisions
of section 242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF said Royal Crown Cola Co. has caused this
 certificate to be signed by Joseph A. Levato, its Executive Vice President and
 Chief Financial Officer and attested by Curtis S. Gimson, its Secretary 
             this 28th day of January 1994.

                                           ROYAL CROWN COLA CO.

ATTEST:                                    By: /s/ Joseph A. Levato 
                                              ------------------------------
                                                   Joseph A. Levato
/s/ Curtis S. Gimson                               Executive Vice President
------------------------                            and Chief Financial Offer
    Curtis S. Gimson
    Secretary



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>26
<DESCRIPTION>EXHIBIT 3.25
<TEXT>

<PAGE>







                            ARTICLES OF INCORPORATION

                                       of

                       RETAILER CONCENTRATE PRODUCTS, INC.

         The undersigned incorporator, in order to form a corporation under the
 provisions of the Florida Business Corporation Act (the "Business Corporation
 Act"), certifies as follows:

         1. Name. the name of the corporation that satisfies the requirements of
 Section 607.0401 is Retailer Concentrate Products, Inc. (hereinafter called the
 "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1200 South Pine Island Road, City of Plantation, Florida
33324; and its registered agent at such address is CT Corporation System. The
principal place of business for this corporation shall be 1000 Corporate Drive,
Fort Lauderdale, Florida 33334.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the Florida
Business Corporation Act.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.








 <PAGE>


<PAGE>


         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

         6. The number of directors constituting the initial board of Directors
of the Corporation is three.

         The name and the address of each initial person who is to serve as a
member of the Board of Directors of the Corporation is as follows:

<TABLE>
<CAPTION>

Name                                Address
----                                -------
<S>                                 <C>                 
John C. Carson                      1000 Corporate Drive
                                    Fort Lauderdale, Florida  33334

Curtis S. Gimson                    1000 Corporate Drive
                                    Fort Lauderdale, Florida  33334

Kenneth A. Thomas                   1000 Corporate Drive
                                    Fort Lauderdale, Florida  33334
</TABLE>

         7. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         8. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its Stockholders, (ii) for

                                        2








 <PAGE>


<PAGE>



acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 607.0831 of the Business
Corporation Act, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Business Corporation Act is amended after
adoption of this paragraph to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Business Corporation Act, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         9. Indemnification.

                  9.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
Person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are

                                        3








 <PAGE>


<PAGE>



not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 9.

                  9.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the Business Corporation Act, such expenses incurred by or on behalf of any
Director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

                  9.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 9
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, these Articles of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                                        4








 <PAGE>


<PAGE>



                  9.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 9
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees or such person.

                  9.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out or such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 9, the By-Laws or under Section 607.0850 of
the Business Corporation Act or any other provision of law.

                  9.6 The provisions of this Section 9 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 9 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intends to be
legally bound. No repeal or modification of this Section 9 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                                        5








 <PAGE>


<PAGE>



                  9.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 9
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                  9.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                                        6








 <PAGE>


<PAGE>


                  9.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 9 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 12th day of July, 1995.

                                                     /s/ Mary C. Wade
                                                     ----------------------
                                                     Mary C. Wade
                                                     Incorporator

                                        7


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>27
<DESCRIPTION>EXHIBIT 3.26
<TEXT>

<PAGE>








                          CERTIFICATE OF INCORPORATION

                                       of

                               TriBev Corporation

                  The undersigned incorporator, in order to form a corporation
under the General Corporation Law of the State of Delaware, certifies as
follows:

                  1. Name. The name of the corporation is TriBev Corporation
(hereinafter called the "Corporation").

                  2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

                  3. Purposes. The nature of the business and purposes to be
conducted or promoted by the Corporation are to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

                  4. Number of Shares. The total number of shares of capital
stock of all classifications which the Corporation shall have authority to issue
is three thousand (3,000) shares of Common Stock of the par value of one dollar
($1.00) each.

                  5. Name and Address of Incorporator. The name and mailing
address of the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900
Third Avenue, 31st Floor, New York, New York 10022.








 <PAGE>


<PAGE>



                                                                               2

                  6. Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the Corporation) make, alter or repeal the by-laws of the
Corporation (the "By-Laws"); provided, however, that any By-Laws made, amended
or repealed by the Board of Directors may be amended or repealed, and any
By-Laws may be made, by the stockholders of the Corporation.

                  7. Limitation of Liability of Directors. No director of the
Corporation shall be held personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.







 <PAGE>


<PAGE>


                                                                               3

                  8. Indemnification.

                     Section 8.1 To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a "Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Section 8.

                     Section 8.2 The Corporation shall, from time to time,
 reimburse or advance to any Director or officer or other person entitled to
 indemnification hereunder the funds necessary for payment of expenses,
 including attorneys' fees and disbursements, incurred in connection with any
 Proceeding, in advance of the final disposition of such Proceeding; provided,
 however, that, if required by the General Corporation Law of the State of
 Delaware, such expenses incurred by or on behalf of any Director or officer or
 other person may be paid in








 <PAGE>


<PAGE>



                                                                               4

advance of the final disposition of a Proceeding only upon receipt by the
Corporation of an undertaking, by or on behalf of such Director or officer (or
other person indemnified hereunder), to repay any such amount so advanced if it
shall ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

                     Section 8.3 The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                     Section 8.4 The rights to indemnification and reimbursement
 or advancement of expenses provided by, or granted pursuant to, this Section 8
 shall continue as to a person who has ceased to be a Director or officer (or
 other person indemnified hereunder) and shall inure to the benefit of the
 executors, administrators, legatees and distributees of such person.

                     Section 8.5 The Corporation shall have power to purchase
 and maintain insurance on behalf of any person who is or was a Director,
 officer, employee or agent of the Corporation, or is or was serving at the
 request of the Corporation as a director, officer, employee or agent of an
 Other Entity, against any liability asserted against such person or incurred by
 such person in any such capacity,







 <PAGE>


<PAGE>


                                                                               5

or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section 8, the By-Laws or under Section 145 of the General
Corporation Law of the State of Delaware or any other provision of law.

                     Section 8.6 The provisions of this Section 8 shall be a
 contract between the Corporation, on the one hand, and each Director and
 officer who serves in such capacity at any time while this Section 8 is in
 effect and any other person indemnified hereunder, on the other hand, pursuant
 to which the Corporation and each such Director, officer, or other person
 intends to be legally bound. No repeal or modification of this Section 8 shall
 affect any rights or obligations with respect to any state of facts then or
 theretofore existing or thereafter arising or any proceeding theretofore or
 thereafter brought or threatened based in whole or in part upon any such state
 of facts.

                     Section 8.7 The rights to indemnification and reimbursement
 or advancement of expenses provided by, or granted pursuant to, this Section 8
 shall be enforceable by any person entitled to such indemnification or
 reimbursement or advancement of expenses in any court of competent
 jurisdiction. The burden of proving that such indemnification or reimbursement
 or advancement of expenses is not appropriate shall be on the Corporation.
 Neither the failure of the Corporation (including its Board of Directors, its
 independent legal counsel and its stockholders) to have made a determination
 prior to the commencement of such action that such indemnification or
 reimbursement or advancement of expenses is proper in the circumstances nor an
 actual determination by the Corporation (including its Board of






 <PAGE>


<PAGE>



                                                                               6

Directors, its independent legal counsel and its stockholders) that such person
is not entitled to such indemnification or reimbursement or advancement of
expenses shall constitute a defense to the action or create a presumption that
such person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

                     Section 8.8 Any Director or officer of the Corporation
serving in any capacity (a) another corporation of which a majority of the
shares entitled to vote in the election of its directors is held, directly or
indirectly, by the Corporation or (b) any employee benefit plan of the
Corporation or any corporation referred to in clause (a) shall be deemed to be
doing so at the request of the Corporation.

                     Section 8.9 Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right pursuant to this
Section 8 may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or







 <PAGE>


<PAGE>


                                                                               7

reimbursement or advancement of expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of expenses
is sought.

                  IN WITNESS WHEREOF, this Certificate has been signed on this
30th day of August, 1994.

                                                      /s/ Mary C. Wade
                                                      -------------------------
                                                      Mary C. Wade
                                                      Incorporator


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>28
<DESCRIPTION>EXHIBIT 3.27
<TEXT>

<PAGE>




                          CERTIFICATE OF INCORPORATION

                                       of

                         CABLE CAR BEVERAGE CORPORATION

                  1. Name. The name of the corporation is "CABLE CAR
BEVERAGE CORPORATION" (the "Corporation").

                  2. Address; Registered Office and Agent. The address of the
Corporation's registered office is 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19805; and its registered agent at such
address is The Corporation Trust Company.

                  3. Purposes. The purpose of the Corporation is to engage in
 any lawful act or activity for which corporations may be organized under the
 General Corporation Law.

                  4. Number of Shares. The total number of shares of stock that
the Corporation shall have authority to issue is: One Thousand (1,000), all of
which shall be shares of Common Stock of the par value of One Dollar ($1.00)
each.

                  5. Election of Directors. Members of the Board of Directors of
the Corporation (the "Board") may be elected either by written ballot or by
voice vote.

                  6. Limitation of Liability. No director of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that this provision
shall not eliminate or limit the liability of a director (a) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation Law
or (d) for any transaction from which the director derived any improper personal
benefits.

                  Any repeal or modification of the foregoing provision shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

                  7. Indemnification.

                     7.1 To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or, at the request of








 <PAGE>


<PAGE>


the Corporation, is or was serving as a director or officer of any other
corporation or in a capacity with comparable authority or responsibilities for
any partnership, joint venture, trust, employee benefit plan or other enterprise
(an "Other Entity"), against judgments, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including attorneys' fees,
disbursements and other charges). Persons who are not directors or officers of
the Corporation (or otherwise entitled to indemnification pursuant to the
preceding sentence) may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation to the
extent the Board at any time specifies that such persons are entitled to the
benefits of this Section 7.

                     7.2 (a) The Corporation shall, from time to time, advance
to any director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law, such expenses incurred by or on behalf of any
director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses; and provided, further, that such
expenses incurred by or on behalf of any director or officer or other person
shall not be paid in advance of the final disposition of a Proceeding if, in the
reasonable judgment of the Board, it would not be proper for the Company to
advance such expenses.

                        (b) In addition to any advances made pursuant to
Section 7.2(a), the Corporation may, from time to time, reimburse any director
or officer or other person entitled to indemnification hereunder the funds
necessary for payment of expenses, including attorneys' fees and disbursements,
incurred in connection with any Proceeding, in advance of the final disposition
of such Proceeding; provided, however, that, if required by the General
Corporation Law, such expenses incurred by or on behalf of any director or
officer or other person may be reimbursed in advance of the final disposition of
a Proceeding only upon receipt by the Corporation of an undertaking, by or on
behalf of such director or officer (or other person indemnified hereunder), to
repay any such amount so reimbursed if it shall ultimately be determined by
final judicial decision from which there is no further right of appeal that such
director, officer or other person is not entitled to be indemnified for such
expenses.

                                        2








 <PAGE>


<PAGE>



               7.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 7
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-laws of the Corporation (the "By-laws"), any agreement, any vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

               7.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 7
shall continue as to a person who has ceased to be a director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

               7.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 7, the By-laws or under Section 145 of the
General Corporation Law or any other provision of law.

               7.6 The provisions of this Section 7 shall be a contract between
the Corporation, on the one hand, and each director and officer who serves in
such capacity at any time while this Section 7 is in effect and any other person
entitled to indemnification hereunder, on the other hand, pursuant to which the
Corporation and each such director, officer, or other person intend to be, and
shall be, legally bound. No repeal or modification of this Section 7 shall
affect any rights or obligations with respect to any state of facts then or
theretofore existing or there after arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

               7.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 7
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board, its independent legal counsel and its
stockholders) to have made

                                        3







 <PAGE>


<PAGE>



a determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board, its independent legal counsel and its stockholders) that such person is
not entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

               7.8 Any director or officer of the Corporation serving in any
capacity of (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

               7.9 Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 7 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

          8. Adoption, Amendment and/or Repeal of By-Laws. The Board may from
time to time adopt, amend or repeal the By-laws of the Corporation; provided,
however, that any By-laws adopted or amended by the Board may be amended or
repealed, and any By-laws may be adopted, by the stockholders of the Corporation
by vote of a majority of the holders of shares of stock of the Corporation
entitled to vote in the election of directors of the Corporation.

                                        4


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>29
<DESCRIPTION>EXHIBIT 3.28
<TEXT>

<PAGE>




                            ARTICLES OF INCORPORATION

                                       OF

                         GREAT EASTERN ACQUISITION, INC.


                                    ARTICLE 1

                                      NAME

                  The name of the corporation is:

                         GREAT EASTERN ACQUISITION, INC.

                                    ARTICLE 2

                                  CAPITAL STOCK

                  The aggregate number of shares which the corporation has
authority to issue is 1,000. All of the shares consist of one class which is
designated "common stock." The par value of each share is $.001.

                  Cumulative voting shall not be allowed in the election of
directors. No shareholder shall have any preemptive or preferential right to
acquire any shares or other securities of the corporation, including shares or
securities held in the treasury of the corporation and securities convertible
into or carrying rights to subscribe to or acquire shares or other securities of
the corporation.







 <PAGE>


<PAGE>


                                    ARTICLE 3

                     REGISTERED OFFICE AND REGISTERED AGENT

                  The address of the initial registered office of the
corporation is 600 Seventeenth Street, Suite 2705-S, Denver, Colorado 80202 and
the name of its initial registered agent at such address is Samuel M. Simpson.

                                    ARTICLE 4

                           INITIAL BOARD OF DIRECTORS

                  The number of directors constituting the initial board of
directors of the corporation is one. The name and address of the person who is
to serve as the director until the first annual meeting of the shareholder or
until such person's successor is elected and qualified is Samuel M. Simpson.

                                    ARTICLE 5

                                  INCORPORATOR

                  The name and address of the incorporator is Stephen S. Halasz,
633 Seventeenth Street, Suite 3000, Denver, Colorado 80202. The incorporator is
a natural person of the age of 18 years or more.

August 21, 1987

                                             /s/ Steven S, Halasz
                                             -------------------------
                                             Steven S. Halasz,
                                             Incorporator


                                       -2-








 <PAGE>


<PAGE>








<TABLE>
<S>                                <C>                     <C>
SS:  Form D-4 (Rev. 1/86)             MAIL TO:              for office use only
Submit in Duplicate           Colorado Secretary of State
Filing Fee:  $22.50              Corporations Office
                               1560 Broadway, Suite 200
This document                    Denver, Colorado 80202
_______                             (303) 866-2361
</TABLE>


                                ARTICLE OF AMENDMENT
                                       to the
                              ARTICLES OF INCORPORATION

       Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendments to its
Articles of Incorporation:

       FIRST: The name of the corporation is (note 1) Great Eastern Acquisition,
Inc.

       SECOND: The following amendment to the Articles of Incorporation was
adopted on September 15, 1987, [19__,] as prescribed by the Colorado Corporation
Code, in the manner marked with an X below.

<TABLE>
<S>                 <C>
                    Such amendment was adopted by the board of directors where
       ------       no shares have been issued.

         X          Such amendment was adopted by a vote of the shareholders.
       ------       The number of shares voted for the amendment was sufficient
                    for approval.
</TABLE>

            Article I is amended to read in its entirety as follows:

                               NAME OF CORPORATION

         The name of the Corporation is Old San Francisco Seltzer, Inc.

       THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:

       FOURTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of


                                       -3-








 <PAGE>


<PAGE>








                                STATE OF COLORADO

<TABLE>
<S>                                    <C>                        <C>
Department of State                    Seal                       CERTIFICATE
</TABLE>

              I, NATALIE MEYER, Secretary of State of the State of Colorado
hereby certify that the prerequisites for the issuance of this certificate have
been fulfilled in compliance with law and are found to conform to law.

          Accordingly, the undersigned, by virtue of the authority vested in me
by law, hereby issues A CERTIFICATE OF AMENDMENT TO OLD SAN FRANCISCO SELTZER,
INC., FORMERLY KNOWN AS GREAT EASTERN ACQUISITION, INC.

SEAL

                                                 /s/ Natalie Meyer
                                                 ------------------------
                                                       SECRETARY OF STATE

DATED:  OCTOBER 27, 1987



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>30
<DESCRIPTION>EXHIBIT 3.29
<TEXT>

<PAGE>



                            ARTICLES OF INCORPORATION

                                       OF

                             FOUNTAIN CLASSICS, INC.

         The undersigned incorporator, a natural person of the age of eighteen
(18) years or more, for the purpose of forming a corporation under the laws of
the State of Colorado, does hereby sign, verify, and deliver in duplicate to the
Secretary of State of Colorado these Articles of Incorporation:

                                    ARTICLE I

         The name of the Corporation is Fountain Classics, Inc.

                                   ARTICLE II

         The Corporation shall have perpetual existence.

                                   ARTICLE III

         The purpose for which the corporation is organized is to engage in the
development, manufacture and sale of beverage products and related businesses,
and to engage in any other lawful business, act or activity for which
corporations may be incorporated pursuant to the Colorado Corporation Code.

         In addition to the powers specifically provided by state law, the
Corporation shall have and may exercise all powers necessary or convenient to
effect its purpose.

                                   ARTICLE IV

         The aggregate number of shares of stock which the Corporation shall
have authority to issue is one hundred thousand (100,000) shares of $.01 par
value common stock.

                                    ARTICLE V

         Cumulative voting of shares of stock of the Corporation shall not be
permitted.

                                   ARTICLE VI

         Except as may be otherwise provided by the Board of Directors in
specific instance or otherwise, no shareholder of the Corporation shall have any
preemptive or preferential right to purchase, subscribe for, or otherwise
acquire any unissued or treasury shares of stock (or scrip) of the Corporation
of any class now or hereafter

                                        1









 <PAGE>


<PAGE>




authorized, or any securities of any kind exchangeable for, or convertible into
such shares or carrying a right to subscribe for, purchase or otherwise acquire
such shares, or any options, warrants or other instruments evidencing rights or
options to subscribe for, purchase or otherwise acquire such shares.

                                   ARTICLE VII

         The initial Board of Directors of the Corporation shall consist of one
director. The number of directors may be changed at any time permitted, and in
the manner set forth, in the Bylaws of the Corporation. The name and address of
the person who shall serve as the initial director of the corporation is as
follows:

                  Samuel M. Simpson
                  717 17th Street, Suite 1480
                  Denver, Colorado 80202

                                  ARTICLE VIII

         A. It being the express purpose and intent of this Article to permit
the Corporation to buy from, sell to, or otherwise contract or deal with any of
its directors or officers or with other corporations, firms, associations, or
entities of which any or all of the directors and officers of the Corporation
may be directors, officers, or members or in which any or all of them may have
pecuniary interests, in absence of fraud, no contract or other transaction
between the Corporation and one or more of its directors or officers or any
other corporation, firm, association, or entity in which one or more of its
directors or officers are directors or officer or are financially interested
shall be either void or voidable solely because of such relationship or interest
or solely because such directors or officers are present at the meeting of the
Board of Directors or a committee of the Board which authorizes, approves, or
ratifies such contract or transaction or solely because their votes are counted
for such purpose if:

                  1. the material facts as to the director or officer's
                  relationship or interest and as to the contract or transaction
                  are disclosed or are known to the Board of Directors or the
                  committee, and the Board or committee in good faith
                  authorizes, approves, or ratifies the contract or transaction
                  by the affirmative vote of a majority of the disinterested
                  directors, even though the disinterested directors are less
                  than a quorum; or

                  2. the material facts as to the director or officer's
                  relationship or interest and as to the contract or transaction
                  are disclosed or are known to the shareholders entitled to
                  vote thereon, and the contractor or transaction is
                  specifically authorized, approved, or ratified in good faith
                  by vote of the shareholders; or

                                        2









 <PAGE>


<PAGE>





                  3. the contract or transaction is fair as to the corporation
                  as of the time it is authorized, approved, or ratified by the
                  Board of Directors, a committee thereof, or the shareholders.

         B. Furthermore, common or interested directors may be counted in
determining the presence of a quorum and may vote at a meeting of the Board of
Directors or a committee of the Board which authorizes, approves, or ratifies
such contract or transaction.

                                   ARTICLE IX

         A. The Corporation shall indemnify and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may hereafter be
amended, any person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all expenses, liability, and loss reasonably incurred or
suffered by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation. The foregoing provisions of this
paragraph A shall be deemed to be a contract between the Corporation and each
director, officer, employee and agent who serves in such capacity at any time
while this paragraph A is in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or part upon any such state of
facts. The foregoing rights of indemnification shall not be deemed exclusive of
any other rights to which any director, officer, employee and agent or his legal
representative may be entitled apart from the provisions of this paragraph A.

         B. A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the maximum extent that such exemption from
liability or limitation thereof is eliminated or limited under the Colorado
Corporation Code as the same exists or may hereafter be amended. Any repeal or
modification of this paragraph B by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

                                        3









 <PAGE>


<PAGE>







                                    ARTICLE X

         Whenever the Colorado Corporation Code requires the vote or concurrence
of the holders of two-thirds of the outstanding shares of the shares entitled to
vote thereon, or of any class or series, to approve any action of the
Corporation, such action may be taken by the vote or concurrence of a majority
of such shares or class or series thereof of the shares of the Corporation.

                                   ARTICLE XI

         The address of the registered office of the corporation is 717 17th
Street, Suite 1480, Denver, Colorado 80202, and the name of the registered agent
at such address is Samuel M. Simpson. Either the registered office or the
registered agent may be changed in the manner permitted by law.

                                   ARTICLE XII

         The Board of Directors of the Corporation is expressly authorized to
adopt, amend or repeal by-laws of the Corporation, subject to the provisions of
Section 7-5-109 of the Colorado Corporation Code or any other similar statute
subsequently enacted applicable to the Corporation.

                                  ARTICLE XIII

         The Corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The Board of
Directors is hereby authorized on behalf of the Corporation to exercise the
Corporation's right to so impose such restrictions by agreement or otherwise.

                                   ARTICLE XIV

         The Corporation reserves the right at any time, and from time to time,
to amend, alter, change or repeal any provision contained in these Articles of
Incorporation, and other provisions authorized by the laws of the State of
Colorado at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to these Articles of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
Article.

                                   ARTICLE XV

          The name and address of the incorporator is Thomas Boyle, 600
 Seventeenth Street, Suite 2700S, Denver, Colorado 80202.

                                        4









 <PAGE>


<PAGE>






         The above-named incorporator has signed these Articles of Incorporation
on _____May 18 ___________, 1994.

                                                   /s/ Thomas Boyle
                                                   --------------------
                                                   Thomas Boyle
                                                   600 17th Street, Suite 2700S
                                                   Denver, Colorado 80202

                                  VERIFICATION

STATE OF COLORADO                           )
                                            )  ss.
CITY AND COUNTY OF DENVER                   )

         I, Jacqueline A. Brabo, a Notary Public, hereby certify that on the
18th day of May, 1994, Thomas Boyle personally appeared before me who being
first duly sworn, declared that he is the person who signed the foregoing
Articles of Incorporation as incorporator and that the statements therein
contained are true.

         Witness hand and official seal.

         My commission expires:    7/21/97
                                -----------

                                                   Jacqueline A. Brabo
                                                   -----------------------
                                                   Notary Public

S E A L

                                        5


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>31
<DESCRIPTION>EXHIBIT 3.30
<TEXT>

<PAGE>


                                                           1

                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                                       OF

                       TRIARC CONSUMER PRODUCTS GROUP, LLC

          LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of
Triarc Consumer Products Group, LLC, is entered into as of the 15th day of
January, 1999, by Triarc Companies, Inc., a Delaware corporation, as the sole
member of the limited liability company (the "Member").

          The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del.C. 'SS'
18-101, et seq.), as amended from time to time (the "Act"), and hereby agrees as
follows:

          1. Name. The name of the limited liability company formed hereby is
Triarc Consumer Products Group, LLC (the "Company").

          2. Purpose. The Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

          3. Registered Office. The address of the registered office of the
Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware
19805.

          4. Registered Agent. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware is
The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19805.

          5. Powers of the Company.

              5.1 The Company shall have the power and authority to take any and
all actions necessary, appropriate, advisable, convenient or incidental to or
for the furtherance of the purpose set forth in Section 2, including, but not
limited to, the power:

                  (a) to conduct its business, carry on its operations and have
and exercise the powers granted to a limited liability company by the Act in any
state, territory, district or possession of the United States or in any foreign









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<PAGE>




                                                                               2

country that may be necessary, convenient or incidental to the accomplishment of
the purpose of the Company;

                  (b) to acquire, by purchase, lease, contribution of property
or otherwise, and to own, hold, operate, maintain, finance, improve, lease,
sell, convey, mortgage, transfer, demolish or dispose of any real or personal
property that may be necessary, convenient or incidental to the accomplishment
of the purpose of the Company;

                  (c) to enter into, perform and carry out contracts of any
kind, including, without limitation, contracts with the Member, any Manager (as
hereinafter defined) or any person or other entity that directly or indirectly
controls, is controlled by, or is under common control with the Member (any such
person or entity, an "Affiliate"), or any agent of the Company necessary to, in
connection with, convenient to, or incidental to, the accomplishment of the
purpose of the Company. For purposes of the definition of Affiliate, the term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of an entity, whether through
ownership of voting securities or otherwise;

                  (d) to purchase, take, receive, subscribe for or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or other
interests in or obligations of domestic or foreign corporations, associations,
general or limited partnerships (including, without limitation, the power to be
admitted as a partner thereof and to exercise the rights and perform the duties
created thereby), trusts, limited liability companies (including, without
limitation, the power to be admitted as a member or appointed as a manager
thereof and to exercise the rights and perform the duties created thereby), and
other entities or individuals, or direct or indirect obligations of the United
States or any foreign country or of any government, state, territory,
governmental district or municipality or of any instrumentality of any of them;

                  (e) to lend money for any proper purpose, to invest and
reinvest its funds, and to take and hold real and personal property for the
payment of funds so loaned or invested;

                  (f) to sue and be sued, complain and defend and participate in
administrative or other proceedings, in its name;

                  (g) to appoint employees and agents of the Company, and define
their duties and fix their compensation;

                  (h) to indemnify any person or entity and to obtain any and
all types of insurance;









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<PAGE>




                                                                               3

                  (i) to cease its activities and cancel its insurance;

                  (j) to negotiate, enter into, renegotiate, extend, renew,
terminate, modify, amend, waive, execute, acknowledge or take any other action
with respect to any lease, contract or security agreement in respect of any
assets of the Company;

                  (k) to borrow money and issue evidences of indebtedness, and
to secure the same by a mortgage, pledge or other lien on any or all of the
assets of the Company;

                  (l) to guarantee indebtedness, including indebtedness of
subsidiaries of the Company;

                  (m) to pay, collect, compromise, litigate, arbitrate or
otherwise adjust or settle any and all other claims or demands of or against the
Company or to hold such proceeds against the payment of contingent liabilities;
and

                  (n) to make, execute, acknowledge and file any and all
documents or instruments necessary, convenient or incidental to the
accomplishment of the purpose of the Company.

              5.2 The Company may merge with, or consolidate into, another
Delaware limited liability company or other business entity (as defined in
Section 18-209(a) of the Act) upon the written consent of the Member, in its
sole discretion.

          6. Member. The name and the business, residence or mailing address of
the member of the Company are as follows:

<TABLE>
<CAPTION>

Name:                         Address:
-----                         --------
<S>                           <C>            
Triarc Companies, Inc.        280 Park Avenue
                              New York, New York 10017
</TABLE>

          7. Powers of Member. The Member shall have the power to exercise any
and all rights and powers granted to the Member pursuant to the express terms of
this Agreement. Except as otherwise specifically provided by this Agreement or
required by the Act, the Board of Managers (as hereinafter defined) shall have
the power to act for and on behalf of, and to bind, the Company. Each of Brian
L. Schorr, Stuart I. Rosen and Colleen A. Keating is hereby designated as an
authorized person, with the meaning of the Act, to execute, deliver and file the
certificate of formation of the Company and any amendments and/or restatements
thereof (the "Certificate of Formation") and any other certificates (and any









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<PAGE>




                                                                               4

amendments and/or restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.

          8. Management.

              8.1 General Powers. The business and affairs of the Company shall
be managed by or under the direction of the Board of Managers, which may
exercise all such powers of the Company and perform all such lawful acts and
things as are not by the Act, the Certificate of Formation or this Agreement
directed or required to be exercised or performed by the Member.

              8.2 Number and Term of Office. The number of Managers shall be
five or such other number as shall be fixed from time to time by the Member.
Managers need not be Members. Managers shall be elected by written consent of
the Member and each Manager shall hold office until his successor is elected and
qualified or until his earlier death or resignation or removal in the manner
hereinafter provided.

              8.3 Resignation. Any Manager may resign at any time by written
notice to the Board of Managers. Such resignation shall take effect at the time
specified in such notice or, if the time be not specified, upon receipt thereof
by the Board of Managers. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.

              8.4 Removal. Any or all of the Managers may be removed, with or
without cause, at any time by written consent of the Member.

              8.5 Vacancies. Vacancies occurring on the Board of Managers as a
result of the removal of Managers without cause may be filled only by written
consent of the Member. Vacancies occurring on the Board of Managers for any
other reason, including, without limitation, vacancies occurring as a result of
the creation of new manager positions that increase the number of Managers, may
be filled by such vote or written consent of the Board of Managers or by written
consent of the Member. If the number of Managers then in office is less than a
quorum, such other vacancies may be filled by vote of a majority of the Managers
then in office or by written consent of the Board of Managers or the Member.
Unless earlier removed pursuant to Section 8.4 hereof, each Manager chosen in
accordance with this Section 8.5 shall hold office until the next annual
election of Managers by the Member and until his or her successor shall be
elected and qualified.

              8.6 Meetings.

                  8.6.1 Times and Places of Meetings. The Board of Managers may
hold meetings, both regular and special, either within or without the State of
Delaware. The times and places for holding meetings of the Board of









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<PAGE>




                                                                               5

Managers may be fixed from time to time by resolution of the Board of Managers
or (unless contrary to a resolution of the Board of Managers) in the notice of
the meeting.

                  8.6.2 Annual Meetings. As soon as practicable after each
annual election of Managers by the Member, the Board of Managers shall hold its
annual meeting, without notice of such meeting, for the purposes of
organization, the election of officers and the transaction of other business.
The annual meeting of the Board of Managers may be held at any other time and
place specified in a notice given as provided in Section 8.6.4 hereof for
special meetings of the Board of Managers or in a waiver of notice thereof.

                  8.6.3 Regular Meetings. Regular meetings of the Board of
Managers may be held without notice at such times and at such places as shall
from time to time be determined by the Board of Managers.

                  8.6.4 Special Meetings. Special meetings of the Board of
Managers may be called by the Chairman, the President or the Secretary or by any
two or more Managers then serving on at least one day's notice to each Manager
given by one of the means specified in Section 8.6.7 hereof other than by mail,
or on at least three days' notice if given by mail. Special meetings shall be
called by the Chairman, President or Secretary in like manner and on like notice
on the written request of any two or more of the Managers then serving.

                  8.6.5 Telephone Meetings. Managers or members of any committee
designated by the Board of Managers may participate in a meeting of the Board of
Managers or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8.6.5 shall constitute presence in person at such meeting.

                  8.6.6 Adjourned Meetings. A majority of the Managers present
at any meeting of the Board of Managers, including an adjourned meeting, whether
or not a quorum is present, may adjourn such meeting to another time and place.
At least one day's notice of any adjourned meeting of the Board of Managers
shall be given to each Manager whether or not present at the time of the
adjournment, if such notice shall be given by one of the means specified in
Section 8.6.7 hereof other than by mail, or at least three days' notice if by
mail. Any business may be transacted at an adjourned meeting that might have
been transacted at the meeting as originally called.

                  8.6.7 Notice Procedure. Subject to Sections 8.6.4 and 8.6.6
hereof, whenever, under the provisions of any statute, the Certificate of
Formation or this Agreement, notice is required to be given to any Manager, such
notice shall be deemed given effectively if given in person or by telephone, by
mail









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<PAGE>




                                                                               6

addressed to such Manager at such Manager's address as it appears on the records
of the Company, with postage thereon prepaid, or by telegram, telex, telecopy or
similar means addressed as aforesaid.

                  8.6.8 Waiver of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Formation or this Agreement, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Managers or a
committee of the Board of Managers need be specified in any written waiver of
notice unless so required by statute, the Certificate of Formation or this
Agreement.

                  8.6.9 Organization. At each meeting of the Board of Managers,
the Chairman, or in the absence of the Chairman the President, or in the absence
of the President a chairman chosen by a majority of the Managers present, shall
preside. The Secretary shall act as secretary at each meeting of the Board of
Managers. In case the Secretary shall be absent from any meeting of the Board of
Managers, an Assistant Secretary shall perform the duties of secretary at such
meeting; and in the absence from any such meeting of the Secretary and all
Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.

                  8.6.10 Quorum of Managers. The presence in person of a
majority of the entire Board of Managers shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the Board
of Managers, but a majority of a smaller number may adjourn any such meeting to
a later date.

                  8.6.11 Action by Majority Vote. Except as otherwise expressly
required by statute, the Certificate of Formation or this Agreement, the act of
a majority of the Managers present at a meeting at which a quorum is present
shall be the act of the Board of Managers.

                  8.6.12 Action Without Meeting. Unless otherwise restricted by
statute, the Certificate of Formation or this Agreement, any action required or
permitted to be taken at any meeting of the Board of Managers or of any
committee thereof may be taken without a meeting if all Managers or members of
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of Managers
or committee.









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<PAGE>




                                                                               7

                  8.6.13 Compensation. The Board of Managers may determine the
compensation of Managers. In addition, as determined by the Board of Managers,
Managers may be reimbursed by the Company for their expenses, if any, in the
performance of their duties as Managers. Managers who serve as members of any
committee of the Board of Managers in consideration of serving as such shall be
entitled to such additional amount per annum or such fees for attendance at
committee meetings, or both, as the Board of Managers may from time to time
determine, together with reimbursement for their expenses, if any, in the
performance of their duties. No such compensation or reimbursement shall
preclude any Manager from serving the Company in any other capacity and
receiving compensation therefor.

                  8.6.14 No Management by Member. Except as otherwise expressly
provided herein, the Member shall not take part in the day-to-day management, or
the operation or control of the business and affairs, of the Company.

          9. Committees of the Board of Managers. The Board of Managers may, by
resolution passed by a vote of the entire Board of Managers, designate one or
more committees, each committee to consist of one or more of the Managers of the
Company. The Board of Managers may designate one or more Managers as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. If a member of a committee shall be absent from
any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board of Managers to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Managers passed as aforesaid, shall have and may
exercise all the powers and authority of the Board of Managers in the management
of the business and affairs of the Company, and may authorize the seal of the
Company to be impressed on all papers that may require it, to the extent
permitted by the Act, the Certificate of Formation and this Agreement. Unless
otherwise specified in the resolution of the Board of Managers designating a
committee, at all meetings of such committee a majority of the total number of
members of the committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members of the committee present at
any meeting at which there is a quorum shall be the act of the committee. Each
committee shall keep regular minutes of its meetings. Unless the Board of
Managers otherwise provides, each committee designated by the Board of Managers
may make, alter and repeal rules for the conduct of its business. In the absence
of such rules each committee shall conduct its business in the same manner as
the Board of Managers conducts its business pursuant to Section 8 of this
Agreement.









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<PAGE>




                                                                               8

          10. Officers.

              10.1 Executive Officers. At the organization meeting of the Board
of Managers at its annual meeting, the Board of Managers shall elect as
executive officers of the Company a Chairman and Chief Executive Officer, a
President and Chief Operating Officer, a Secretary and a Treasurer, and may
elect as executive officers of the Company one or more Chairmen Emeritus, Vice
Chairmen, Executive Vice Presidents and Senior Vice Presidents. All such
executive officers elected by the Board of Managers are referred to in this
Agreement as "Executive Officers." The Board of Managers may from time to time
appoint such other officers and agents of the Company as the interests of the
Company may require and may fix their duties and terms of office. To the extent
permitted by law, any number of offices may be held by the same person.

              10.2 Other Officers. In addition to the Executive Officers elected
by the Board of Managers pursuant to Section 10.1, the Chairman and Chief
Executive Officer and the President and Chief Operating Officer may from time to
time appoint such other officers of the Company, including Vice Presidents,
Assistant Vice Presidents, Staff Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Company may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman Emeritus, Vice Chairman, President and Chief
Operating Officer, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 10.3, such officer's term of office.

              10.3 Term of Office. Each Executive Officer shall hold office
until the annual meeting of the Board of Managers next succeeding such officer's
election and until such officer's successor is elected and qualified, or until
such officer's election and until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation, retirement or
removal. Each Other Officer shall hold office for a term to be decided by the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer; provided, however, that no such term shall be for a period longer than
the term of office of the appointing Chairman and Chief Executive Officer or
President and Chief Operating Officer.

              10.4 Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the affirmative
vote of a majority of the Board of Managers. Any Other Officer may be removed
from office at any time with or without cause by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

              10.5 Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Managers. A vacancy in any Other Office arising from any cause may









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                                                                               9

be filled for the unexpired portion of the term by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

              10.6 Compensation of Officers. The salaries or compensation, if
any, of all Executive Officers shall be fixed by the Board of Managers or the
Compensation Committee of the Board of Managers, if there be one. The salaries
or compensation of the Other Officers and division officers, if there be any,
may be fixed from time to time by the Board of Managers, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

              10.7 Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer shall be Chairman of the Board of Managers and of the
Executive Committee, if any, shall be the chief executive officer of the Company
and, subject to the control of the Board of Managers, shall have general charge
and control of the business and affairs of the Company with power and authority,
when acting in the ordinary course of business of the Company, in the name and
on behalf of the Company and under its seal attested by the Secretary or an
Assistant Secretary of the Company, or otherwise, to (i) execute and deliver
agreements, contracts, certificates and other instruments, (ii) purchase and
accept delivery of stocks, bonds, evidences of interest and indebtedness, rights
and options to acquire the same, and all other securities, whether negotiable or
non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds,
evidence of interest and indebtedness, rights and options to acquire the same,
and all other securities, corporate or otherwise, now or hereafter standing in
the name of or owned beneficially by the Company, (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms, and (v) borrow from banks and other financial institutions, including
investment banks and brokerage firms, such sums of money for such periods of
time and upon such terms as such officer shall deem necessary or appropriate,
and execute and deliver notes, other evidences of indebtedness and agreements
for the repayment of any sums so borrowed in the name and on behalf of the
Company; provided, however, that no borrowing pursuant to this clause (v) shall
have an original maturity of more than one year. Such officer shall preside at
all meetings of stockholders of the Company and the Board of Managers at which
such officer is present. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of Chairman and Chief
Executive Officer, or are delegated to such officer from time to time by the
Board of Managers or are or may at any time be authorized or required by law.

              10.8 Chairman Emeritus and Vice Chairmen of the Board. The
Chairman Emeritus and Vice Chairmen of the Board, if there by any, shall be
members of the Board of Managers and shall have such powers and perform such
duties as may from time to time be assigned to them by the Board of Managers,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.









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<PAGE>




                                                                              10

              10.9 President and Chief Operating Officer. The President and
Chief Operating Officer shall be a member of the Board of Managers and of the
Executive Committee, if any, shall be the chief operating officer of the Company
responsible for directing, administering and coordinating the business
operations of the Company in accordance with policies, goals and objectives
established by the Board of Managers and the Chairman and Chief Executive
Officer with power and authority, when acting in the ordinary course of business
of the Company, in the name and on behalf of the Company and under its seal
attested by the Secretary or an Assistant Secretary of the Company, or
otherwise, to, (i) executive and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign,
transfer and deliver all stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, corporate or
otherwise, now or hereafter standing in the name of or owned beneficially by the
Company, (iv) open and maintain accounts with banking institutions, including
investment banks and brokerage firms, and (v) borrow from banks and other
financial institutions, including investment banks and brokerage firms, such
sums of money for such periods of time and upon such terms as such officer shall
deem necessary or appropriate, and execute and delivery notes, other evidences
of indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Company; provided, however, that no borrowing pursuant
to this clause (v) shall have an original maturity of more than one year. Such
officer shall perform all other duties and enjoy all other powers which are
commonly incident to the office of President and Chief Operating Officer or
which are delegated to such officer by the Board of Managers or the Chairman and
Chief Executive Officer. In the absence of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer shall perform all duties and
may exercise all powers of the Chairman and Chief Executive Officer and shall
preside at meetings of Members of the Corporation and the Executive Committee.

              10.10 Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Managers pursuant to
Section 10.1, if there be any, shall have such powers and perform such duties as
may from time to time be assigned to them by the Board of Managers, the Chairman
and Chief Executive Officer or the President and Chief Operating Officer.

              10.11 Secretary. The Secretary shall record the proceedings of all
meetings of Members of the Company and of the Board of Managers which such
officer attends in a book or books to be kept for that purpose. Such officer
shall attend to the giving and serving of all notices on behalf of the Company,
shall have custody of the records and the seal of the Company and shall affix
the seal to any instrument which requires the seal of the Company. Such officer
shall, in general, perform all the duties and functions incident to the office
of Secretary and shall also perform such other duties as may from time to time
be assigned to such officer by the Board of Managers, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.









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<PAGE>




                                                                              11

              10.12 Treasurer. The Treasurer shall have custody and control of
all funds and securities of the Company, except as otherwise provided by the
Board of Managers. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Company in books to be kept for that purpose,
shall deposit all money and other valuable effects in the name and to the credit
of the Company in such depositories as may be designated by the Board of
Managers, and shall render to the Chairman and Chief Executive Officer, the
President and Chief Operating Officer or the Board of Managers, whenever any of
them may require it, an account of all such officer's transactions as Treasurer
and an account of the financial condition of the Company. Such officer shall
also perform such other duties as may from time to time be assigned to such
officer by the Board of Managers, the Chairman and Chief Executive Officer or
the President and Chief Operating Officer.

              10.13 Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Managers, the Chairman and Chief Executive
Officer or the President and Chief Operating Officer.

          11. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or
dissolution of the Member or the occurrence of any other event which terminates
the continued membership of the Member in the Company, or (c) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.

          12. Capital Contribution. The Member shall make a capital contribution
of $1,000 cash to the Company.

          13. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member.

          14. Distributions. Distributions shall be made to the Member at the
times and in the amounts determined by the Board of Managers.

          15. Tax Classification. The Member intends that the Company be
disregarded as an entity separate from the Member for Federal tax purposes
effective as of the date of this Agreement. The Member shall not file any
election for the Company to be taxable as an association for Federal tax
purposes.

          16. Assignments. The Member may assign in whole or in part its limited
liability company interest. An assignee of limited liability company interests
shall become a member of the Company upon satisfaction of the conditions set
forth in Section 17 of this Agreement.









 <PAGE>


<PAGE>




                                                                              12

          17. Resignation. The Member may resign from the Company at any time.

          18. Admission of Additional Members. One or more additional members of
the Company may be admitted to the Company with the consent of the Member. Prior
to the admission of any such additional member of the Company, the Member shall
amend this Agreement to make such changes as the Member shall determine to
reflect the fact that the Company shall have more than one member and each
additional member shall execute and deliver a counterpart of this Agreement, as
amended.

          19. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.

          20.  Indemnification

              20.1 Exculpation.

                (i) For purposes of this Agreement, the term "Covered Persons"
means the Member, any Manager, any Affiliate of the Member or any Manager and
any officers, directors, shareholder, partners or employees of the Member or any
Manager and their respective Affiliates, and any officer, employee or expressly
authorized agent of the Company or its Affiliates.

                (ii) No Covered Person shall be liable to the Company or any
other Covered Person for any loss, damage or claim incurred by reason of any act
or omission performed or omitted by such Covered Person in good faith on behalf
of the Company and in a manner reasonably believed to be within the scope of
authority conferred on such Covered Person by this Agreement, except that a
Covered Person shall be liable for any such loss, damage or claim incurred by
reason of such Covered Person's gross negligence or willful misconduct.

                (iii) A Covered Person shall be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any person or entity as to
matters the Covered Person reasonably believes are within the professional or
expert competence of such person or entity and who or which has been selected
with reasonable care by or on behalf of the Company, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which distributions to the Member might properly be paid.









 <PAGE>


<PAGE>




                                                                              13

              20.2 Duties and Liabilities of Covered Persons.

                (i) To the extent that, at law or in equity, a Covered Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
to replace such other duties and liabilities of such Covered Person.

                (ii) Unless otherwise expressly provided herein, (a) whenever a
conflict of interest exists or arises between Covered Persons, or (b) whenever
this Agreement or any other agreement contemplated herein or therein provides
that a Covered Person shall act in a manner that is, or provides terms that are,
fair and reasonable to the Company or the Member, the Covered Person shall
resolve such conflict of interest, taking such action or providing such terms,
considering in each case the relative interest of each party (including its own
interest) to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Covered Person, the resolution,
action or term so made, taken or provided by the Covered Person shall not
constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or obligation of the Covered Person at law or in equity or
otherwise.

                (iii) Whenever in this Agreement a Covered Person is permitted
or required to make a decision (a) in its "discretion" or under a grant of
similar authority or latitude, the Covered Person shall be entitled to consider
only such interests and factors as it desires, including its own interests, and
shall have no duty or obligation to give any consideration to any interest of or
factors affecting the Company or any other Person, or (b) in its "good faith" or
under another express standard, the Covered Person shall act under such express
standard and shall not be subject to any other or different standard imposed by
this Agreement or other applicable law.

              20.3 Indemnification. To the fullest extent permitted by
applicable law, a Covered Person shall be entitled to indemnification from the
Company for any loss, damage or claim incurred by such Covered Person by reason
of any act or omission performed or omitted by such Covered Person in good faith
on behalf of the Company and in a manner reasonably believed to be within the
scope of authority conferred on such Covered Person by this Agreement, except
that no Covered Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Covered Person by reason of gross
negligence or willful misconduct with respect to such acts or omissions;
provided, however, that any indemnity under this Section 20 shall be provided
out of and to the extent of Company assets only, and no Covered Person shall
have any personal liability on account thereof.









 <PAGE>


<PAGE>




                                                                              14

              20.4 Expenses. To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by a Covered Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the disposition of such claim, demand, action, suit or
proceeding upon receipt by the Company of an undertaking by or on behalf of the
Covered Person to repay such amount if it shall be determined that the Covered
Person is not entitled to be indemnified as authorized in Section 20 hereof.

              20.5 Insurance. The Company may purchase and maintain insurance,
to the extent and in such amounts as the Board of Managers shall, in its sole
discretion, deem reasonable, on behalf of Covered Persons and such other persons
or entities as the Board of Managers shall determine, against any liability that
may be asserted against or expenses that may be incurred by any such person or
entity in connection with the activities of the Company or such indemnities,
regardless of whether the Company would have the power to indemnify such person
or entity against such liability under the provisions of this Agreement. The
Board of Managers and the Company may enter into indemnity contracts with
Covered Persons and adopt written procedures pursuant to which arrangements are
made for the advancement of expenses and the funding of obligations under
Section 20 hereof and containing such other procedures regarding indemnification
as are appropriate.

          21. Outside Business. The Member or Affiliate thereof may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Company, and the Company and the Member shall have no rights by virtue of this
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Company, shall not be deemed wrongful or improper. The Member or
Affiliate thereof shall not be obligated to present any particular investment
opportunity to the Company even if such opportunity is of a character that, if
presented to the Company, could be taken by the Company and the Member or
Affiliate thereof shall have the right to take for its own account (individually
or as a partner, shareholder, fiduciary or otherwise) or to recommend to others
any such particular investment opportunity.

          22. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, without regard to the rules of
conflict of laws thereof.









 <PAGE>


<PAGE>




                                                                              15

          IN WITNESS WHEREOF, the undersigned has duly executed this Limited
Liability Company Operating Agreement as of the day and year first aforesaid.

                         TRIARC COMPANIES, INC.

                         By: John L. Barnes, Jr.
                             ----------------------------
                               John L. Barnes, Jr.
                               Executive Vice President




<PAGE>






</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>32
<DESCRIPTION>EXHIBIT 3.31
<TEXT>

<PAGE>



                         TRIARC BEVERAGE HOLDINGS CORP.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

          SECTION 1. Registered Office in Delaware. The registered office of the
Corporation (as defined in Article IX below) in the State of Delaware shall be
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

          SECTION 2. Principal Executive Office. The principal executive office
of the Corporation shall be located at 709 Westchester Avenue, White Plains, NY
10604, or such other location as the Board of Directors shall determine.

          SECTION 3. Other Offices. In addition to the registered office in the
State of Delaware and the principal executive office, the Corporation may have
offices at such other places within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

          SECTION 1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the Board of
Directors within thirteen (13) months after the date of the preceding annual
meeting.









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<PAGE>





The annual meeting of stockholders of the Corporation shall not be called or
held otherwise than as provided in the Certificate of Incorporation or in these
By-Laws.

          SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

          SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

          SECTION 4. Notice of Meetings. Notice of every meeting of stockholders
of the Corporation, annual or special, stating the time, place and, in general
terms, the purpose or purposes thereof, shall be given by the President or the
Secretary of the Corporation to each stockholder of record entitled to vote at
the meeting. Notice of the time, place and purposes of any annual or special
meeting of stockholders may be dispensed with if every stockholder entitled to
notice of and to vote at such meeting shall attend, either in person or by
proxy, or if every absent stockholder entitled to such notice and vote shall, in
a writing or writings filed with the records of the meeting either before or
after the holding thereof, waives such notice.

          SECTION 5. Means of Giving Notice. A notice of any annual or special
meeting of stockholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
stockholder at such stockholder's address appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose of
notice. If a stockholder gives no address to the Corporation for the purpose of
notice,

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<PAGE>





notice is duly given to such stockholder if sent by mail or other means of
written communication addressed to the place where the registered office of the
Corporation is situated, or if published, at least once in a newspaper of
general circulation in the county in which such office is located.

          SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

          SECTION 7. Record Date. The record date for determining stockholders
entitled to notice of and to vote at any meeting of stockholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

          SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place

                                        3








 <PAGE>


<PAGE>





of the meeting during the whole time thereof, and may be inspected by any
stockholder.

          SECTION 9. Quorum. At any meeting of stockholders of the Corporation
the presence in person or by proxy of the holders of a majority in voting power
of the outstanding stock of the Corporation entitled to vote shall constitute a
quorum for the transaction of business brought before the meeting in accordance
with the Certificate of Incorporation and these By-Laws and, a quorum being
present, the affirmative vote of the holders of a majority in voting power
present in person or represented by proxy and entitled to vote shall be required
to effect action by stockholders; provided, however, that the affirmative vote
of a plurality in voting power present in person or represented by proxy and
entitled to vote shall be required to effect elections of directors. The
stockholders present at any duly organized meeting of stockholders may continue
to do business until adjournment, notwithstanding the withdrawal of enough
stock- holders to have less than a quorum.

          SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

          SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been

                                        4








 <PAGE>


<PAGE>





designated by the President or, if such officer has not done so, by a resolution
adopted by the affirmative vote of a majority of the Board of Directors, shall
act as chairman of the meeting. The Secretary of the Corporation or, in the
absence of such officer, an Assistant Secretary in attendance or, in the absence
of the Secretary and an Assistant Secretary, an individual appointed by the
chairman of the meeting shall act as secretary of the meeting and keep a record
of the proceedings of the meeting.

          SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation and to determine all
questions arising thereat relating to the order of business and the conduct of
the meeting, except as otherwise required by law.

          SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

        (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

        (B) brought before the meeting at the direction of the President or the
Board of Directors.


          SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                        5








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<PAGE>





                                   ARTICLE III

                               Board of Directors

          SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

          SECTION 2. Qualification of Director. Each director shall be at least
eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

          SECTION 3. Number of Directors. The Board of Directors shall consist
of not fewer than two (2) nor more than fifteen (15) individuals, the exact
number to be fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of directors then in office.

          SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

          SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any

                                        6








 <PAGE>


<PAGE>





incumbent director.

          SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the President or the Secretary of the Corporation. The
acceptance of a resignation shall not be necessary to make it effective, but no
resignation shall discharge any accrued obligation or duty of a director.

          SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

          SECTION 8. Quorum of Directors. Except as otherwise required by law or
by the Certificate of Incorporation or by these By-Laws, (i) a majority of the
directors in office at the time of a duly assembled meeting shall constitute a
quorum and be sufficient for the transaction of business, and (ii) any act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors.

          SECTION 9. Place of Meeting. Subject to the provisions of Section 10
of this Article III, the Board of Directors may hold any meeting at such place
or places within or without the State of Delaware as it may determine.

          SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

                                        7








 <PAGE>


<PAGE>





          SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

          SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

          SECTION 13. Notice of Meetings. Subject to the provisions of Section
10 of this Article III, notice of the place, day and hour of every meeting of
the Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his or her last known address or by
personally delivering, telegraphing or telephoning such notice to him or her at
least twenty-four (24) hours before the meeting.

          SECTION 14. Organization. A majority of the directors present may
elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

          SECTION 15. Order of Business. Unless otherwise determined by the
Board of Directors the order of business and rules of order at any meeting of
the Board of Directors shall be determined by the chairman of the meeting.

          SECTION 16. Adjournment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present, whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the

                                        8








 <PAGE>


<PAGE>





announcement of such adjournment at the meeting.

          SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

          SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
the Board of Directors or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting in such manner shall constitute presence in person at such a meeting.

          SECTION 19. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                        9








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                                   ARTICLE IV

                             Committees of Directors

          SECTION 1. Committees. By resolution adopted by the affirmative vote
of a majority of the Board of Directors, the Board of Directors may appoint one
or more committees, which may include as members directors only or directors and
non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

          SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any vacancy
in the membership of such committee. Any committee appointed pursuant to Section
1 of this Article IV shall exist at the pleasure of the Board of Directors,
which Board shall have the power at any time by the affirmative vote of a
majority of the Board of Directors to change the powers and duties of any such
committee or to dissolve it.

          SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called

                                       10








 <PAGE>


<PAGE>





by the chairman of such committee or by the Chairman and Chief Executive Officer
or by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

          SECTION 1. Executive Officers. At the organization meeting of the
Board of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The

                                       11








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<PAGE>





Board of Directors may from time to time appoint such other officers and agents
of the Corporation as the interests of the Corporation may require and may fix
their duties and terms of office. To the extent permitted by law, any number of
offices may be held by the same person.

          SECTION 2. Other Officers. In addition to the Executive Officers
elected by the Board of Directors pursuant to Section 1 of this Article V, the
President may from time to time appoint such other officers of the Corporation,
including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Corporation may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman, Chairman Emeritus, Vice Chairman,
President, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 3 of this Article V, such officer's term of office.

          SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing President; provided, however, that no
such term shall be for a period longer than the term of office of the appointing
President.

          SECTION 4. Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the affirmative
vote of a majority of the Board of Directors. Any Other Officer may be removed
from office at any time with or without cause by the President.

                                       12








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          SECTION 5. Vacancies. A vacancy in any Executive Office or Other
Office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. A vacancy in any Other Office arising from any
cause may be filled for the unexpired portion of the term by the President.

          SECTION 6. Compensation of Officers. The salaries or compensation, if
any, of the President shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

          SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The
Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

          SECTION 8. President. The President shall be the chief executive
officer and chief operating officer of the Corporation and, subject to the
control of the Board of Directors, shall have general charge and control of the
business, operations and affairs of the Corporation, with power and authority,
when acting in the ordinary course of business of the Corporation, in the name
and on behalf of the Corporation and under its seal attested by the Secretary or
an Assistant Secretary of the Corporation, or otherwise, to, (i) execute and
deliver agreements, contracts, certificates and other instruments, (ii) purchase
and accept delivery of stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, whether
negotiable or non-negotiable, (iii) sell, assign, transfer and deliver all
stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and

                                       13








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(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of President or which
are delegated to such officer by the Board of Directors shall preside at
meetings of stockholders of the Corporation.

          SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section 1 of this Article V, if there be any, shall have such powers and perform
such duties as may from time to time be assigned to them by the Board of
Directors or the President.

          SECTION 10. Secretary. The Secretary shall record the proceedings of
all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

          SECTION 11. Treasurer. The Treasurer shall have custody and control of
all funds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the

                                       14








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Board of Directors, and shall render to the President or the Board of Directors,
whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors or the President.

          SECTION 12. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

          SECTION 1. Certificates. Each stockholder of the Corporation shall be
entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

          In case any officer, Transfer Agent or Registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, Transfer Agent or Registrar at the date of issue.

          All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name

                                       15








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<PAGE>





of the Person owning the shares represented thereby, with the number of shares
and the date of issue. The names and addresses of all Persons owning shares of
the Corporation, with the number of shares owned by each and the date or dates
of issue of the shares held by each, shall be entered in the books of the
Corporation kept for that purpose by the proper officers, agents or employees of
the Corporation.

          The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other Persons, whether or
not it has actual or other notice thereof, except as provided by law.

          SECTION 2. Cancellation of Certificates. All certificates surrendered
to the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
stock have been surrendered and cancelled.

          SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity

                                       16








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against any claim that may be made against the Corporation and its Transfer
Agent or Agents, Registrar or Registrars, and that the owner requesting such new
certificate or certificates obtain a final order or decree of a court of
competent jurisdiction as such owner's right to receive such new certificate or
certificates.

          SECTION 4. Transfer of Shares. Shares of stock shall be transferable
on the books of the Corporation by the holder thereof, in person or by duly
authorized attorney, upon the surrender of the certificate or certificates
representing the shares to be transferred, properly endorsed, with such proof or
guarantee of the authenticity of the signature as the Corporation or its agents
may reasonably require.

          SECTION 5. Transfer Agents and Registrars. The Corporation may have
one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

          SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a

                                       17








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<PAGE>





date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any meeting of stockholders nor more than sixty (60) days
before the date for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange of capital
stock shall go into effect, or a date in connection with obtaining such consent,
as a record date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such stockholders, and
only such stockholders as shall be stockholders of record on the date so fixed,
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

          SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the President shall have
any power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable

                                       18








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<PAGE>





pecuniarily for any purpose or to any amount.

          SECTION 2. Loans. No loan shall be contracted in the name or on behalf
of the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, or on its behalf, unless authorized by the Board of
Directors. Such authority may be general or confined to specific instances. When
so authorized, the Executive or Other Officer, agent or employee thereunto
authorized may effect loans and advances at any time for the Corporation from
any Person (including any bank, trust company or other institution) and for such
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation, and, when authorized as aforesaid,
as security for the payment of any and all loans and advances may make, execute
and deliver promissory notes or other evidences of indebtedness and liabilities
of the Corporation, may mortgage, pledge, hypothecate or transfer any real or
personal property at any time owned or held by the Corporation, and to that end
execute instruments of mortgage or pledge or otherwise transfer such property.

          SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange
or other orders for the payment of money, obligations, notes or other evidences
of indebtedness, bills of lading, warehouse receipts and insurance certificates
of the Corporation, shall be signed or endorsed by the President and or such
other Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors
or the President.

          SECTION 4. Proxies in Respect of Securities of Other Corporations. The
President and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a

                                       19








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<PAGE>





ballot in person or by voting by proxy on behalf of the Corporation the shares
owned by the Corporation of the stock or other securities in any other
Corporation at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

          The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware

                                       20








 <PAGE>


<PAGE>





Law.

                                   ARTICLE IX

                                   Definitions

          For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

          "Corporation" shall mean Triarc Beverage Holdings Corp.

          "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

          "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

          "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

          "Person" shall mean any individual, firm, corporation or other entity.


          "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

          "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                       21








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                                    ARTICLE X

                                  Miscellaneous

          SECTION 1. Books and Records. The books and records of the Corporation
may be kept at such places within or without the State of Delaware as the Board
of Directors may from time to time determine. The stock record books and the
blank stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.

          SECTION 2. Dividends and Reserves. The Board of Directors, from time
to time, may determine whether any, and, if any, what part of its net profits of
the Corporation, or of its net assets in excess of its capital, available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation. The Board of Directors, in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net profits or net assets as a reserve for working capital, to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

          SECTION 3. Seal. The corporate seal of the Corporation shall be in the
form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

          SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end
on the last day of December in each year unless the Board of Directors shall
determine otherwise.

                                   ARTICLE XI

                                   Amendments

          All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in

                                       22








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<PAGE>




whole or in part, and new By-Laws not inconsistent with Delaware Law or any
provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of stockholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article IX above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not less
than two-thirds of the directors of the Corporation then holding office and
entitled to vote on such issue.


                                        23



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</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>33
<DESCRIPTION>EXHIBIT 3.32
<TEXT>

<PAGE>



                         MISTIC BRANDS, INC., FORMERLY
                              MISTIC BEVERAGE, INC.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

          SECTION 1. Registered Office in Delaware. The registered office of the
Corporation (as defined in Article IX below) in the State of Delaware shall be
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

          SECTION 2. Principal Executive Office. The principal executive office
of the Corporation shall be located at 900 Third Avenue, New York, NY 10022, or
such other location as the Board of Directors shall determine.

          SECTION 3. Other Offices. In addition to the registered office in the
State of Delaware and the principal executive office, the Corporation may have
offices at such other places within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

          SECTION 1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the Board of
Directors within thirteen (13) months after the date of the preceding annual
meeting. The annual meeting of stockholders of the Corporation shall not be
called or held otherwise than as provided in the Certificate of Incorporation or
in these By-Laws.








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<PAGE>





          SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

          SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

          SECTION 4. Notice of Meetings. Notice of every meeting of stockholders
of the Corporation, annual or special, stating the time, place and, in general
terms, the purpose or purposes thereof, shall be given by the President or the
Secretary of the Corporation to each stockholder of record entitled to vote at
the meeting. Notice of the time, place and purposes of any annual or special
meeting of stockholders may be dispensed with if every stockholder entitled to
notice of and to vote at such meeting shall attend, either in person or by
proxy, or if every absent stockholder entitled to such notice and vote shall, in
a writing or writings filed with the records of the meeting either before or
after the holding thereof, waives such notice.

          SECTION 5. Means of Giving Notice. A notice of any annual or special
meeting of stockholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
stockholder at such stockholder's address appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose of
notice. If a stockholder gives no address to the Corporation for the purpose of
notice, notice is duly given to such stockholder if sent by mail or other means
of written communication addressed to the place where the registered office of
the Corporation is situated, or if published, at least once in a newspaper of
general circulation in the county in which such office is located.

                                        2








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          SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

          SECTION 7. Record Date. The record date for determining stockholders
entitled to notice of and to vote at any meeting of stockholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

          SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder.

          SECTION 9. Quorum. At any meeting of stockholders of the Corporation
the presence in person or by proxy of the holders of a majority in voting power
of the outstanding stock of the Corporation entitled to vote shall constitute a
quorum for the transaction of business

                                        3








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<PAGE>





brought before the meeting in accordance with the Certificate of Incorporation
and these By-Laws and, a quorum being present, the affirmative vote of the
holders of a majority in voting power present in person or represented by proxy
and entitled to vote shall be required to effect action by stock- holders;
provided, however, that the affirmative vote of a plurality in voting power
present in person or represented by proxy and entitled to vote shall be required
to effect elections of directors. The stockholders present at any duly organized
meeting of stockholders may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a
quorum.

          SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

          SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the affirmative vote of a majority of the Board
of Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                                       4








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          SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation and to determine all
questions arising thereat relating to the order of business and the conduct of
the meeting, except as otherwise required by law.

          SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

        (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

        (B) brought before the meeting at the direction of the President or the
Board of Directors.

          SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                   ARTICLE III

                               Board of Directors

          SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

          SECTION 2. Qualification of Director. Each director shall be at least
eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

                                        5








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<PAGE>





          SECTION 3. Number of Directors. The Board of Directors shall consist
of not fewer than two (2) nor more than fifteen (15) individuals, the exact
number to be fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of directors then in office.

          SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

          SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

          SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the President or the Secretary of the Corporation. The
acceptance of a resignation shall not be necessary to make it effective, but no
resignation shall discharge any accrued obligation or duty of a director.

          SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative

                                        6








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<PAGE>





vote of the holders of two-thirds (2/3) of the voting power of the outstanding
capital stock of the Corporation entitled to vote in the election of directors,
voting as a single class.

           SECTION 8.   Quorum of Directors.  Except as otherwise required by
law or by the Certificate of Incorporation or by these By-Laws, (i) a majority
of the directors in office at the time of a duly assembled meeting shall
constitute a quorum and be sufficient for the transaction of business, and (ii)
any act of a majority of the directors present at a meeting at which there is a
quorum shall be the act of the Board of Directors.

          SECTION 9. Place of Meeting. Subject to the provisions of Section 10
of this Article III, the Board of Directors may hold any meeting at such place
or places within or without the State of Delaware as it may determine.

          SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

          SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

          SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

          SECTION 13. Notice of Meetings. Subject to the provisions of Section
10 of this Article III, notice of the place, day and hour of every meeting of
the Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his

                                       7








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<PAGE>





or her last known address or by personally delivering, telegraphing or
telephoning such notice to him or her at least twenty-four (24) hours before the
meeting.

          SECTION 14. Organization. A majority of the directors present may
elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

          SECTION 15. Order of Business. Unless otherwise determined by the
Board of Directors the order of business and rules of order at any meeting of
the Board of Directors shall be determined by the chairman of the meeting.

          SECTION 16. Adjournment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present, whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

          SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

          SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
the Board of Directors or of such committee, as the case may be, by means of
conference telephone or similar communications

                                        8








 <PAGE>


<PAGE>





equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting in such manner shall constitute
presence in person at such a meeting.

          SECTION 19. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

          SECTION 1. Committees. By resolution adopted by the affirmative vote
of a majority of the Board of Directors, the Board of Directors may appoint one
or more committees, which may include as members directors only or directors and
non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

                                        9








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<PAGE>





          SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any vacancy
in the membership of such committee. Any committee appointed pursuant to Section
1 of this Article IV shall exist at the pleasure of the Board of Directors,
which Board shall have the power at any time by the affirmative vote of a
majority of the Board of Directors to change the powers and duties of any such
committee or to dissolve it.

          SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be

                                       10








 <PAGE>


<PAGE>





the act of the committee. A committee shall keep regular minutes of its meetings
and all action taken or resolutions adopted shall be reported to the Board of
Directors at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

          SECTION 1. Executive Officers. At the organization meeting of the
Board of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The Board of Directors may from time to time appoint such
other officers and agents of the Corporation as the interests of the Corporation
may require and may fix their duties and terms of office. To the extent
permitted by law, any number of offices may be held by the same person.

          SECTION 2. Other Officers. In addition to the Executive Officers
elected by the Board of Directors pursuant to Section 1 of this Article V, the
President may from time to time appoint such other officers of the Corporation,
including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Corporation may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman, Chairman Emeritus, Vice Chairman,
President, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 3 of this Article V, such officer's term of office.

                                       11








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<PAGE>





          SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing President; provided, however, that no
such term shall be for a period longer than the term of office of the appointing
President.

          SECTION 4. Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the affirmative
vote of a majority of the Board of Directors. Any Other Officer may be removed
from office at any time with or without cause by the President.

          SECTION 5. Vacancies. A vacancy in any Executive Office or Other
Office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. A vacancy in any Other Office arising from any
cause may be filled for the unexpired portion of the term by the President.

          SECTION 6. Compensation of Officers. The salaries or compensation, if
any, of the President shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

          SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The
Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

          SECTION 8. President. The President shall be the chief executive
officer and chief operating officer of the Corporation and, subject to the
control of the Board of Directors, shall have general charge and control of the
business, operations and affairs of the Corporation,

                                       12








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<PAGE>





with power and authority, when acting in the ordinary course of business of the
Corporation, in the name and on behalf of the Corporation and under its seal
attested by the Secretary or an Assistant Secretary of the Corporation, or
otherwise, to, (i) execute and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign,
transfer and deliver all stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, corporate or
otherwise, now or hereafter standing in the name of or owned beneficially by the
Corporation and (iv) open and maintain accounts with banking institutions,
including investment banks and brokerage firms. Such officer shall perform all
other duties and enjoy all other powers which are commonly incident to the
office of President or which are delegated to such officer by the Board of
Directors shall preside at meetings of stockholders of the Corporation.

          SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section 1 of this Article V, if there be any, shall have such powers and perform
such duties as may from time to time be assigned to them by the Board of
Directors or the President.

          SECTION 10. Secretary. The Secretary shall record the proceedings of
all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the

                                       13








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<PAGE>





office of Secretary and shall also perform such other duties as may from time to
time be assigned to such officer by the Board of Directors or the President.

          SECTION 11. Treasurer. The Treasurer shall have custody and control of
all funds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors, and shall render to the President or the Board of Directors,
whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors or the President.

          SECTION 12. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

          SECTION 1. Certificates. Each stockholder of the Corporation shall be
entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

                                       14








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<PAGE>





          In case any officer, Transfer Agent or Registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, Transfer Agent or Registrar at the date of issue.

          All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name of the Person owning the shares
represented thereby, with the number of shares and the date of issue. The names
and addresses of all Persons owning shares of the Corporation, with the number
of shares owned by each and the date or dates of issue of the shares held by
each, shall be entered in the books of the Corporation kept for that purpose by
the proper officers, agents or employees of the Corporation.

          The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other Persons, whether or
not it has actual or other notice thereof, except as provided by law.

          SECTION 2. Cancellation of Certificates. All certificates surrendered
to the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
stock have been surrendered and cancelled.

          SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the

                                       15








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<PAGE>





making of an affidavit of the fact by the Person claiming the certificate or
certificates to be lost, stolen or destroyed. In its discretion and as a
condition precedent to the issuance of any such new certificate or certificates,
the Board of Directors may require that the owner of such lost, stolen or
destroyed certificate or certificates, or such Person's legal representative,
advertise the same in such manner as the Board shall require and/or give the
Corporation and its Transfer Agent or Agents, Registrar or Registrars a bond in
such form and amount as the Board of Directors may direct as indemnity against
any claim that may be made against the Corporation and its Transfer Agent or
Agents, Registrar or Registrars, and that the owner requesting such new
certificate or certificates obtain a final order or decree of a court of
competent jurisdiction as such owner's right to receive such new certificate or
certificates.

          SECTION 4. Transfer of Shares. Shares of stock shall be transferable
on the books of the Corporation by the holder thereof, in person or by duly
authorized attorney, upon the surrender of the certificate or certificates
representing the shares to be transferred, properly endorsed, with such proof or
guarantee of the authenticity of the signature as the Corporation or its agents
may reasonably require.

          SECTION 5. Transfer Agents and Registrars. The Corporation may have
one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

          SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the

                                       16








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<PAGE>





date for payment of any dividend, or the date for the allotments of rights, or
the date when any change or conversion or exchange of capital stock shall go
into effect, or for a period not exceeding sixty (60) days in connection with
obtaining the consent of stockholders for any purpose, provided, however, that
in lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of any meeting of stockholders nor more than
sixty (60) days before the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, or a date in connection with obtaining
such consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

          SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board

                                       17








 <PAGE>


<PAGE>





of Directors, no Executive or Other Officer, agent or employee except the
President shall have any power or authority to bind the Corporation by any
contract or to pledge its credit or to render it liable pecuniarily for any
purpose or to any amount.

          SECTION 2. Loans. No loan shall be contracted in the name or on behalf
of the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, or on its behalf, unless authorized by the Board of
Directors. Such authority may be general or confined to specific instances. When
so authorized, the Executive or Other Officer, agent or employee thereunto
authorized may effect loans and advances at any time for the Corporation from
any Person (including any bank, trust company or other institution) and for such
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation, and, when authorized as aforesaid,
as security for the payment of any and all loans and advances may make, execute
and deliver promissory notes or other evidences of indebtedness and liabilities
of the Corporation, may mortgage, pledge, hypothecate or transfer any real or
personal property at any time owned or held by the Corporation, and to that end
execute instruments of mortgage or pledge or otherwise transfer such property.

          SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange
or other orders for the payment of money, obligations, notes or other evidences
of indebtedness, bills of lading, warehouse receipts and insurance certificates
of the Corporation, shall be signed or endorsed by the President and or such
other Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors
or the President.

          SECTION 4. Proxies in Respect of Securities of Other Corporations. The
President and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by

                                       18








 <PAGE>


<PAGE>





casting a ballot in person or by voting by proxy on behalf of the Corporation
the shares owned by the Corporation of the stock or other securities in any
other Corporation at meetings of the holders of the stock or other securities of
such other corporation, or to consent in writing, in the name of the Corporation
as such holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

          The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

                                       19








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<PAGE>





                                   ARTICLE IX

                                   Definitions

             For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

             "Corporation" shall mean Mistic Beverage, Inc.

             "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

             "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

             "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

             "Person" shall mean any individual, firm, corporation or other
entity.

             "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

             "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

          SECTION 1. Books and Records. The books and records of the Corporation
may be kept at such places within or without the State of Delaware as the Board
of Directors may from time to time determine. The stock record books and the
blank stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.

                                       20








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<PAGE>




          SECTION 2. Dividends and Reserves. The Board of Directors, from time
to time, may determine whether any, and, if any, what part of its net profits of
the Corporation, or of its net assets in excess of its capital, available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation. The Board of Directors, in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net profits or net assets as a reserve for working capital, to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

          SECTION 3. Seal. The corporate seal of the Corporation shall be in the
form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

          SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end
on the last day of December in each year unless the Board of Directors shall
determine otherwise.

                                   ARTICLE XI

                                   Amendments

          All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article IX above) of the
Corporation then entitled to vote on such issue, or (ii) the affirmative vote of
not less than two-thirds of the directors of the Corporation then holding office
and entitled to vote on such issue.


                                       21



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>34
<DESCRIPTION>EXHIBIT 3.33
<TEXT>

<PAGE>



                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                             Snapple Beverage Corp.
                          ----------------------------

                            (A Delaware Corporation)





                                               Effective Date: December 10, 1992






 <PAGE>


<PAGE>



                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                             Snapple Beverage Corp.

                            (A Delaware Corporation)

<TABLE>
<S>                                                               <C>
Article 1.   Certificate of Incorporation                          1 

    Section  1.1    Contents                                       1
    Section  1.2    Certificate in Effect                          1

Article 2.   Meetings of Stockholders                              1

    Section  2.1    Place                                          1
    Section  2.2    Annual Meeting                                 2
    Section  2.3    Notice of Stockholder Business                 4
    Section  2.4    Special Meeting                                4
    Section  2.5    Notice of Meetings                             4
    Section  2.6    Affidavit of Notice                            4
    Section  2.7    Quorum                                         5
    Section  2.8    Voting Requirements                            5
    Section  2.9    Proxies and Voting                             6
    Section  2.10   Action Without Meeting                         6
    Section  2.11   Stockholder List                               6
    Section  2.12   Record Date                                    7

Article 3.    Directors                                            9

    Section  3.1    Number; Election and Term of Office            9
    Section  3.2    Duties                                        10
    Section  3.3    Compensation                                  10
    Section  3.4    Reliance on Books                             10

Article 4.    Meetings of the Board of  Directors                 11

    Section  4.1    Place                                         11
    Section  4.2    Annual Meeting                                11
    Section  4.3    Regular Meetings                              11
    Section  4.4    Special Meetings                              11
    Section  4.5    Quorum                                        12
    Section  4.6    Action Without Meeting                        12
    Section  4.7    Telephone Meetings                            12
</TABLE>


                                     -(i)-






 <PAGE>


<PAGE>



<TABLE>
<S>                                                               <C>
Article 5.   Committees of Directors                                13 

    Section  5.1    Designation                                     13
    Section  5.2    Records of Meetings                             14 

Article 6.    Notices                                               14 

    Section  6.1    Method of Giving Notice                         14
    Section  6.2    waiver                                          15 

Article 7.   Officers                                               15 

    Section  7.1    In General                                      15
    Section  7.2    Election of President, 
                    Secretary and Treasurer                         16
    Section  7.3    Election of Other Officers                      16
    Section  7.4    Salaries                                        16
    Section  7.5    Term of Office                                  16
    Section  7.6    Duties of President and Chairman
                    of the Board                                    16
    Section  7.7    Duties of Vice President                        17
    Section  7.8    Duties of Secretary                             18
    Section  7.9    Duties of Assistant Secretary                   18
    Section  7.10   Duties of Treasurer                             19
    Section  7.11   Duties of Assistant  Treasurer                  19

Article 8.   Resignations, Removals and  Vacancies                  20

    Section  8.1    Directors                                       20
    Section  8.2    Officers                                        21

Article 9.   Certificate of Stock                                   22 

    Section  9.1    Issuance of Stock                               22
    Section  9.2    Right to Certificate; Form                      22
    Section  9.3    Facsimile Signature                             23
    Section  9.4    Lost Certificates                               23
    Section  9.5    Transfer of Stock                               24
    Section  9.6    Registered Stockholders                         24

Article 10.  Indemnification                                        24 

    Section  10.1   Third Party Actions                             24
    Section  10.2   Derivative Actions                              25
    Section  10.3   Expenses                                        26
    Section  10.4   Authorization                                   27
    Section  10.5   Advance Payment of Expenses                     27
    Section  10.6   Non-Exclusiveness                               28
    Section  10.7   Insurance                                       28
    Section  10.8   Constituent Corporations                        29
    Section  10.9   Additional Indemnification                      29
</TABLE>


                                     -(ii)-






 <PAGE>


<PAGE>



<TABLE>
<S>                                                               <C>
Article 11.  Execution of Papers                                   29

Article 12.  Fiscal Year                                           30

Article 13.  Seal                                                  30

Article 14.  Offices                                               30

Article 15.  Amendments                                            30
</TABLE>


                                     -(iii)-







 <PAGE>


<PAGE>



                             SNAPPLE BEVERAGE CORP.

                          AMENDED AND RESTATED BY-LAWS



                                   ARTICLE 1

                          CERTIFICATE OF INCORPORATION


     Section 1.1 Contents. The name, location of principal office and purposes
of the Corporation shall be as set forth in its Certificate of Incorporation.
These By-Laws, the powers of the Corporation and of its Directors and
stockholders, and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in said Certificate of Incorporation. The
Certificate of Incorporation is hereby made a part of these By-Laws.

     Section 1.2 Certificate in Effect. All references in these By-Laws to the
Certificate of Incorporation shall be construed to mean the Certificate of
Incorporation of the Corporation as from time to time amended, including (unless
the context shall otherwise require) all certificates and any agreement of
consolidation or merger filed pursuant to the Delaware General Corporation Law,
as amended.

                                   ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     Section 2.1 Place. All meetings of the stockholders may be held at such
place either within or without the State of Delaware as shall be designated from
time to time by the Board






 <PAGE>


<PAGE>



of Directors, the Chairman of the Board of Directors or the President and stated
in the notice of the meeting or in any duly executed waiver of notice thereof.

     Section 2.2 Annual Meeting. Annual meetings of stock holders, shall be held
on the 2nd Tuesday of April in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., or at such other
date and time as shall be designated from time to time by the Board of
Directors, the Chairman of the Board of Directors or the President and stated in
the notice of the meeting. If such annual meeting has not been held on the day
herein provided therefor, a special meeting of the stockholders in lieu of the
annual meeting may be held, and any business transacted or elections held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting, and in such case all references in these By-Laws, except in
this Section 2.2, to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

     Section 2.3 Notice of Stockholder Business. To be properly brought before
the meeting, business must be of a nature that is appropriate for consideration
at an Annual Meeting and must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
or (ii) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the meeting
by a


                                     - 2 -






 <PAGE>


<PAGE>



stockholder. In addition to any other applicable requirements, for business to
be properly brought before the Annual Meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, each such notice must be given either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (1) with respect to a matter to be brought before an
Annual Meeting of Stockholders or a Special Meeting in Lieu of an Annual
Meeting, sixty (60) days prior to the date set forth in the By-Laws for the
Annual Meeting and (2) with respect to a matter to be brought before a Special
Meeting of the Stockholders not in lieu of an Annual Meeting, the close of
business on the tenth day following the date on which notice of such meeting is
first given to stockholders. The notice shall set forth (i) information
concerning the stockholder, including his or her name and address, (ii) a
representation that the stockholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to present the matter
specified in the notice, and (iii) such other information as would be required
to be included in a proxy statement soliciting proxies for the presentation of
such matter to the meeting.

     Notwithstanding anything in these By-Laws to the contrary, no business
shall be transacted at the Annual Meeting except in


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accordance with the procedures set forth in this section; provided, however,
that nothing in this section shall be deemed to preclude discussion by any
stockholder of any business properly brought before the Annual Meeting in
accordance with these By-Laws.

     Section 2.4 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the president, the Chairman of
the Board, or by the Board of Directors.

     Section 2.5 Notice of Meetings. A written notice of all meetings of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such meeting.
Except as otherwise provided by law, such notice shall be given not less than
ten nor more than sixty days before the date of the meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

     Section 2.6 Affidavit of Notice. An affidavit of the Secretary or an
Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meeting has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.


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     Section 2.7 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented by proxy at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, except as hereinafter provided, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 2.8. Voting Requirements. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of any
applicable statute or of the Certificate of Incorporation,


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a different vote is required in which case such express provision shall govern
and control the decision of such question.

     Section 2.9 Proxies and Voting. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held, and persons whose stock is pledged shall be entitled
to vote the pledged shares, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the Pledgee to vote said
shares, in which case only the pledgee, or his proxy, may represent and vote
such shares. Shares of the capital stock of the Corporation owned by the
Corporation shall not be voted, directly or indirectly.

     Section 2.10 Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, may be signed by the holders of
outstanding


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stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting in which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing. Such consents
shall be treated for all purposes as a vote at the meeting.

     Section 2.11 Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine such list, the stock
ledger or


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the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

     Section 2.12 Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

     If no record date is fixed by the Board of Directors:

          (a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.


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          (b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.

          (c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

                                   ARTICLE 3

                                   DIRECTORS

     Section 3.1 Number; Election and Term of Office. There shall be a Board of
Directors of the Corporation consisting of not less than one member, the number
of members to be determined by resolution of the Board of Directors, unless the
Certificate of Incorporation fixes the number of Directors, in which case a
change in the number of Directors shall be made only by amendment of the
Certificate. The Board of Directors shall be divided into such classes for such
terms as are provided for in the Certificate of Incorporation. Subject to any
limitation which may be contained within the Certificate of Incorporation, the
number of the Board of Directors may be increased at any time by vote of a
majority of the Directors then in office. The Directors shall be elected at the
annual meeting of the stockholders at which the term of office of the class to
which they have been elected expires, except as


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provided in paragraph (c) of Section 8.1, and each Director elected shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal. Directors need not be stockholders.

     Section 3.2 Duties. The business of the Corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 3.3 Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

     Section 3.4 Reliance on Books. A member of the Board of Directors or a
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by


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an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any committee, or in relying in
good faith upon other records of the Corporation.

                                   ARTICLE 4

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1 Place. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     Section 4.2 Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders or any special meeting held in lieu thereof, and no notice of such
meeting shall be necessary to the newly elected Directors in order legally to
constitute the meeting.

          Section 4.3 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

     Section 4.4 Special Meetings. Special meetings of the Board may be called
by the President on two days' notice to each Director either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
Directors unless the Board consists of only one Director, in which case special
meetings shall be called by the President or


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Secretary in like manner and on like notice on the written request of the sole
Director.

     Section 4.5 Quorum. At all meetings of the Board a majority of the
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be Present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 4.6 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

     Section 4.7 Telephone Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means


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of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

                                   ARTICLE 5

                            COMMITTEES OF DIRECTORS

     Section 5.1 Designation.

          (a) The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.

          (b) In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

          (c) Any such committee, to the extent provided in the resolution of
the Board of Directors designating the committee, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it;


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but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By-Laws of the Corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 5.2 Records of Meetings. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.

                                   ARTICLE 6

                                    NOTICES

     Section 6.1 Method of Giving Notice. Whenever, under any provision of the
law or of the Certificate of Incorporation or of these By-Laws, notice is
required to be given to any Director or stockholder, such notice shall be given
in writing by the Secretary or the person or persons calling the meeting
by leaving such notice with such Director or stockholder at his residence or
usual place of business or by mailing it addressed


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<PAGE>



to such Director or stockholder, at his address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to Directors may also be given by telegram.

     Section 6.2 Waiver. Whenever any notice is required to be given under any
provision of law or of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE 7

                                    OFFICERS

     Section 7.1 In General. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary and a
Treasurer. The Board of Directors may also choose a Chairman of the Board, one
or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-Laws otherwise provide.


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     Section 7.2 Election of President, Secretary and Treasurer. The Board of
Directors at its first meeting after each annual meeting of stockholders shall
choose a President, a Secretary and a Treasurer.

     Section 7.3 Election of Other Officers. The Board of Directors may appoint
such other officers and agents as it shall deem appropriate who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     Section 7.4 Salaries. The salaries of all officers and agents of the
Corporation may be fixed by the Board of Directors.

     Section 7.5 Term of Office. The officers of the Corporation shall hold
office until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time in the manner specified in Section 8.2.

     Section 7.6 Duties of President and Chairman of the Board. The President
shall be the chief executive officer of the Corporation, shall preside at all
meetings of the stockholders and, if he is a Director, at all meetings of the
Board of Directors if there shall be no Chairman of the Board or in the absence
of the Chairman of the Board, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President


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shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. The Chairman of the Board, if any, shall make his
counsel available to the other officers of the Corporation, shall be authorized
to sign stock certificates on behalf of the Corporation, shall preside at all
meetings of the Directors at which he is present, and, in the absence of the
President at all meetings of the stockholders, and shall have such other duties
and powers as may from time to time be conferred upon him by the Directors.

     Section 7.7 Duties of Vice President. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President not otherwise
conferred upon the Chairman of the Board, if any, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President. The
Vice Presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.


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     Section 7.8 Duties of Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-Laws, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the Corporation under
his direction) and of the corporate seal of the Corporation.

     Section 7.9 Duties of Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

     Section 7.10 Duties of Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and


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disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all of his transactions as
Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, he shall give the Corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of this office and for the
restoration to the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging
to the Corporation.

     Section 7.11 Duties of Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall


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perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE 8

                      RESIGNATIONS, REMOVALS AND VACANCIES

     Section 8.1 Directors.

          (a) Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors or the President or the Secretary. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          (b) Removals. Subject to any provisions of the Certificate of
Incorporation, any Director or the entire Board of Directors may be removed with
or without cause, at any meeting called for the purpose, by vote of the holders
of a majority of the shares entitled to vote for the election of Directors, or a
majority vote of the Board of Directors. This Section 8.1(b) may not be altered,
amended or repealed except by the holders of a majority of the shares of stock
issued and outstanding and entitled to vote for the election of the Directors.

          (c) Vacancies. Vacancies occurring in the office of Director and newly
created Directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, unless previously filled by the stockholders entitled


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to vote for the election of Directors, and the Directors so chosen shall hold
office subject to the By-Laws until the next annual meeting of Stockholders at
which the term of office of the class to which they have been elected expires
and until their successors are duly elected and qualify or until their earlier
resignation or removal. If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute.

     Section 8.2 Officers. Any officer may resign at any time by giving written
notice to the Board of Directors or the President or the Secretary. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The Board of Directors may, at any meeting
called for the purpose, by vote of a majority of their entire number, remove
from office any officer of the Corporation or any member of a committee, with or
without cause. Any vacancy occurring in the office of President, Secretary or
Treasurer shall be filled by the Board of Directors and the officers so chosen
shall hold office subject to the By-Laws for the unexpired term in respect of
which the vacancy occurred and until their successors shall be elected and
qualify or until their earlier resignation or removal.


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                                   ARTICLE 9

                              CERTIFICATE OF STOCK

     Section 9.1 Issuance of Stock. The Directors may, at any time and from time
to time, if all of the shares of capital stock which the Corporation is
authorized by its Certificate of Incorporation to issue have not been issued,
subscribed for, or otherwise committed to be issued, issue or take subscriptions
for additional shares of its capital stock up to the amount authorized in its
Certificate of Incorporation. Such stock shall be issued and the consideration
paid therefor in the manner prescribed by law.

     Section 9.2 Right to Certificate; Form. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation; provided that the Directors may provide by one or more
resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertified shares. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.


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     Section 9.3 Facsimile Signature. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 9.4 Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed. certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 9.5 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a


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certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

     Section 9.6 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                   ARTICLE 10

                                INDEMNIFICATION

     Section 10.1 Third Party Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership,


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joint venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by


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him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a Director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances


                                     - 26 -






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<PAGE>



because he has met the applicable standard of conduct set forth in Sections 10.1
and 10.2. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses. Expenses incurred by an officer
or Director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such officer or Director to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article 10. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

     Section 10.6 Non-Exclusiveness. The indemnification provided by this
Article 10 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while


                                     - 27 -






 <PAGE>


<PAGE>



holding such office, and shall continue as to a person who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 10.7 Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article 10.

     Section 10.8 Constituent Corporations. The Corporation shall have power to
indemnify any person who is or was a director, officer, employee or agent of a
constituent corporation absorbed in a consolidation or merger with this
Corporation of is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, in the same manner as hereinabove
provided for any person who is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of


                                     - 28 -






 <PAGE>


<PAGE>



another corporation, partnership, joint venture, trust or other enterprise. 

     Section 10.9 Additional Indemnification. In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined (in the manner prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

                                   ARTICLE 11

                              EXECUTION OF PAPERS

     Except as otherwise provided in these By-Laws or as the Board of Directors
may generally or in particular cases otherwise determine, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
President or the Treasurer.


                                   ARTICLE 12

                                  FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE 13

                                      SEAL

     The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word


                                     - 29 -






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<PAGE>



"Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE 14

                                    OFFICES

     In addition to its principal office, the Corporation may have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE 15

                                   AMENDMENTS

     Except as otherwise provided herein, these By-Laws may be altered, amended
or repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-Laws is contained in the notice of such special meeting, or by the
written consent of a majority in interest of the outstanding voting stock of the
Corporation or by the unanimous written consent of the Directors. If the power
to adopt, amend or repeal by-laws is conferred upon the Board of Directors by
the Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.


                                     - 30 -




<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>35
<DESCRIPTION>EXHIBIT 3.34
<TEXT>

<PAGE>



                                    BY-LAWS

                                       OF

                          SNAPPLE INTERNATIONAL CORP.

                              ARTICLE I - OFFICES

The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.

Section 2 - Special Meetings: 

Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Act.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.

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Section 4 - Notice of Meetings: 

(a) Except as otherwise provided by Statute, written notice of each meeting of
shareholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than fifty days before the meeting, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to receive payment for their shares
pursuant to Statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and


                                  By-Laws - 2



 



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<PAGE>




sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been established at such
meeting.

(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.

Section 6 - Voting; 

(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the persons executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the Secretary at the meeting and shall be filed with the records of the
Corporation.

                                  By-Laws - 3



 



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<PAGE>




(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date. 

                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be five (5), unless
and until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all of
the outstanding shares are owned beneficially and of record by less than three
shareholders, in which event the number of directors shall not be less than the
number of shareholders permitted by statute.

(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings: Notice: 

(a) A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders, at the place of such annual
meeting of shareholders.

                                  By-Laws - 4




 



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<PAGE>




(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meeting, shall be
mailed directly to each director, addressed to him at his residence or usual
place of business, at least two (2) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
the day before the day on which the meeting is to be held. A notice, or waiver
of notice, except as required by Section 8 of this Article III, need not specify
the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.

Section 5 - Chairman: 

At all meetings of the Board of Directors the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman chosen by the
directors shall preside.

                                  By-Laws - 5



 



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<PAGE>



Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.

(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation: 

Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

                                  By-Laws - 6



 



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<PAGE>




Section 10 - Removal:

Any director may be removed with or without cause at any time by the affirmative
vote of shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
shareholders called for that purpose, and may be removed for cause by action
of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not

                                  By-Laws - 7



 



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<PAGE>



be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.

                             ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election
   and Term of Office: 

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers; including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.

                                  By-Laws - 8



 



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<PAGE>




Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by a majority of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-laws, or may from time to time be specifically conferred or imposed by
the Board. of Directors. The President shall be the chief executive officer of
the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations: 

Whenever the Corporation is the holder of shares of any other Corporation, any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President, or such other person as the Board of
Directors may authorize.

                           ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such 
form as shall

                                   BY-Laws - 9



 



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<PAGE>



be adopted by the Board of Directors, and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of shares,
and shall be signed by (i) the Chairman of the Board or the President or a Vice
President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or
Assistant Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.

Section 2 - Lost or Destroyed Certificates: 

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

                                  By-Laws - 10



 



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Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.

Section 4 - Record Date: 

In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determination shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.

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                             ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.


                           ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.


                         ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                             ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by the affirmative vote of shareholders holding of record
in the aggregate at least a majority of the outstanding shares entitled to vote
in the election of directors at any annual or special meeting of shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors: 

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of 7 directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be
set forth in the notice of the next meeting of shareholders for the election of
directors, the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.

                                  By-Laws - 12



 



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                             ARTICLE X - INDEMNITY

(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or intestate representative is or was a director,
officer or employee of the Corporation, or of any Corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case where there is
no disinterested majority of the Board available, the amount shall be fixed by
arbitration pursuant to then existing rules of the American Arbitration
Association.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws
as the first by-laws of the Corporation.

Dated: 
       -------------------------------

                                                 -------------------------------
                                                            Incorporator

                                  By-Laws - 13




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<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>36
<DESCRIPTION>EXHIBIT 3.35
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                                    BY-LAWS

                                       of

                            SNAPPLE CARIBBEAN CORP.

                    (as originally adopted: April 13, 1994)



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                                    BY-LAWS

                                       of

                             SNAPPLE CARIBBEAN CORP.

                     a Delaware corporation (the "Company")

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                              ARTICLE I - OFFICES

         Section 1.1. Location. The address of the registered office of the
Company in the State of Delaware and the name of the registered agent at such
address shall be as specified in the Certificate of Incorporation or, if 
subsequently changed, as specified in the most recent certificate of change 
filed pursuant to law. The Company may also have other offices at such places 
within or without the State of Delaware as the Board of Directors may from time
to time designate or the business of the Company may require.

         Section 1.2. Change of Location. In the manner permitted by law, the
Board of Directors or the registered agent may change the address of the
Company's registered office in the State of Delaware and the Board of Directors
may make, revoke or change the designation of the registered agent.

                     ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 2.1. Annual Meeting. The annual meeting of the stockholders of
the Company for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at the registered
office of the Company, or at such other place within or without the State of
Delaware as the Board of Directors may fix, at 10 o'clock A.M. on the 3rd
Wednesday in April of each year commencing with the year 1995, but if such a
date is a legal holiday, then on the next succeeding business day, or may be
held by telephone conference or other similar means, or by written consent.

         Section 2.2. Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by law, may be called at any time by the Chairman of the
Board, the President, the Secretary or by order of the Board of Directors.
Special meetings of stockholders shall be held at such place within or without
the State of Delaware as shall be designated in the notice of meeting, or may be
held by telephone conference or other similar means, or by written consent.








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         Section 2.3. Quorum. At any meeting of stockholders, except as
otherwise expressly required by law or by the Certificate of Incorporation, the
holders of record of at least a majority of the outstanding shares of capital
stock entitled to vote or act at such meetings shall be present or represented
by proxy in order to constitute a quorum for the transaction of any business,
but less than a quorum shall have power to adjourn any meeting until a quorum
shall be present. 

         Section 2.4. Voting. At any meeting of stockholders at which a quorum
shall be present, each matter shall be decided by majority vote of the shares
voting on such matter, except as otherwise expressly required by law or by the
Certificate of Incorporation and except as otherwise expressly provided in these
By-Laws.

         Section 2.5. Action by Consent of Stockholders. Whenever any action by
the stockholders at a meeting thereof is required or permitted by law, the
Certificate of Incorporation or these By-Laws, such action may be taken
without a meeting, without prior notice and without a vote if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
the outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of such action without a meeting and by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.


                        ARTICLE III - BOARD OF DIRECTORS

         Section 3.1. General Powers. The property, business and affairs of the
Company shall be managed by the Board of Directors. The Board of Directors may
exercise all such powers of the Company and have such authority and do
all such lawful acts and things as are permitted by law, the Certificate of
Incorporation or these By-Laws.

         Section 3.2. Number of Directors. The Board of Directors of the Company
shall consist of one or more members; the exact number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution adopted by a majority of the whole Board of Directors. Until the
number of directors has been so fixed by the Board of Directors, the number of
directors constituting the whole Board of Directors shall be a minimum of three
and a maximum of seven.

         Section 3.3. Qualification. Directors need not be stockholders of the
Company.

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         Section 3.4. Election. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, after the first meeting of the
Company at which directors are elected, directors of the Company shall be
elected in each year at the annual meeting of stockholders or at a special
meeting in lieu of the annual meeting called for such purpose, by a plurality of
votes cast at such meeting. The voting on directors at any such meeting need not
be by written ballot unless otherwise so requested by any stockholder.

         Section 3.5. Term. Each director shall hold office until his successor
is duly elected and qualified, except in the event of the earlier termination of
his term of office by reason of death, resignation, removal or other reason.

         Section 3.6. Resignation and Removal. Any director may resign at any
time upon written notice to the Board of Directors, the President or the
Secretary. Any director may be removed at any time for any reason and his place
filled by the stockholders.

         Section 3.7. Vacancies. Vacancies in the Board of Directors (unless the
vacancy be caused by the removal of a director) and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled by a majority of the directors then in office, though less than a quorum,
or by a sole remaining director. The vacancy caused by the removal of a director
shall be filled by the stockholders.

         Each director chosen to fill a vacancy on the Board of Directors shall
hold office until the next annual election of directors and until his successor
shall be elected and qualified.

         Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation
provides otherwise, at all meetings of the Board of Directors a majority of the
total number of directors shall be present to constitute a quorum for the
transaction of business. A director interested in a contract or transaction may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors which authorizes the contract or transaction. In the absence of a
quorum, a majority of the directors present may adjourn the meeting until a
quorum shall be present.

         Members of the Board of Directors or any committee designated by the
Board of Directors may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the

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meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.

         The vote of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.

         Section 3.9. Regulations. The Board of Directors may hold its meetings
and cause the books and records of the Company to be kept at such place or
places within or without the State of Delaware as the Board of Directors may
from time to time determine. A member of the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Company by any of its officers, by an
independent certified public accountant or by an appraiser selected with
reasonable care by the Board of Directors or any committee of the Board of
Directors or in relying in good faith upon other records of the Company.

         Section 3.10. Annual Meeting of Board of Directors. An annual meeting
of the Board of Directors shall be called and held for the purpose of
organization, election of officers and transaction of any other business. If
such meeting is held promptly after and at the place specified for the annual
meeting of stockholders, no notice of the annual meeting of the Board of
Directors need be given. Otherwise such annual meeting shall be held at such
time (not more than thirty days after the annual meeting of stockholders) and
place as may be specified in a notice of the meeting.

         Section 3.11. Regular Meetings. Regular meetings of the Board of
Directors shall be held at the time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
After there has been such determination and notice thereof has been given to
each member of the Board of Directors, no further notice shall be required for
any such regular meeting. Except as otherwise provided by law, any business may
be transacted at any regular meeting.

         Section 3.12. Special Meetings. Special meetings of the Board of
Directors may, unless otherwise prescribed by law, be called from time to time
by the President, and shall be called by the President or the Secretary upon the
written request of a majority of the whole Board of Directors directed to the
President or the Secretary. Except as provided below, notice of any special
meeting of the Board of Directors, stating the time, place and purpose of such
special meeting, shall be given to each director.

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         Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any
meeting of the Board of Directors shall be deemed to be duly given to a director
(i) if mailed to such director, addressed to him at his address as it appears
upon the books of the Company or at the address last made known in writing to
the Company by such director as the address to which such notices are to be
sent, at least two days before the day on which such meeting is to be held, (ii)
if sent to him at such address by telecopier, telex or telegraph, not later than
the day before the day on which such meeting is to be held or (iii) if delivered
to him personally or orally, by telephone or otherwise, not later than the day
before the day on which such meeting is to be held. Each such notice shall state
the time and place of the meeting and the purposes thereof.


         Notice of any meeting of the Board of Directors need not be given to
any director if waived by him in writing (or by telecopier, telex or telegram
and confirmed in writing) whether before or after the holding of such meeting or
if such director is present at such meeting. Any meeting of the Board of
Directors shall be a duly constituted meeting without any notice thereof having
been given if all directors then in office shall be present thereat.

         Section 3.14. Committees of Directors. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the Company.

         Except as herein provided, vacancies in membership of any committee
shall be filled by the vote of a majority of the whole Board of Directors. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Members of a
committee shall hold office for such period as may be fixed by a resolution
adopted by a majority of the whole Board of Directors, subject, however, to
removal at any time by the vote of a majority of the whole Board of Directors.

         Section 3.15. Powers and Duties of Committees. Any committee, to the
extent provided in the resolution or resolutions creating such committee, shall
have and may exercise the powers of the Board of Directors in the


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management of the business and affairs of the Company and may authorize the
seal of the Company to be affixed to all papers which may require it. No
such committee shall have the power or authority with regard to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Company's property and assets, recommending to the
stockholders a dissolution of the Company or a revocation of a dissolution or
amending the By-Laws. The Board of Directors may, in the resolution creating a
committee, grant to such committee the power and authority to declare a dividend
or authorize the issuance of stock.

         Section 3.16. Compensation of Directors. The Board of Directors may
from time to time, in its discretion, fix the amounts which shall be payable to
directors and to members of any committee of the Board of Directors for
attendance at the meetings of the Board of Directors or of such committee and
for services rendered to the Company.

         Section 3.17. Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee. 


                             ARTICLE IV - OFFICERS

         Section 4.1. Principal Officers. The principal officers of the Company
shall be elected by the Board of Directors and shall include a President, a
Secretary and a Treasurer and may, at the discretion of the Board of Directors,
also include a Chairman of the Board, one or more Vice Presidents and a
Controller. Except as otherwise provided in the Certificate of Incorporation or
these By-Laws, one person may hold the offices and perform the duties of any
two or more of said principal offices. [None of the principal officers, except
the Chairman of the Board and the President, need be directors of the Company].

         Section 4.2. Election of Principal Officers; Term of Office. The
principal officers of the Company shall be elected annually by the Board of
Directors at each annual meeting of the Board of Directors. Failure to elect
annually any principal officer shall not dissolve the Company. 

         If the Board of Directors shall fail to fill any principal office at an
annual meeting, if any vacancy in any


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principal office shall occur or if any principal office shall be newly created,
such principal office may be filled at any regular or special meeting of the
Board of Directors.

         Each principal officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal.

         Section 4.3. Subordinate officers, Agents and Employees. In addition to
the principal officers, the Company may have one or more Assistant Treasurers,
Assistant Secretaries, Assistant Controllers and such other subordinate
officers, agents and employees as the Board of Directors may deem advisable,
each of whom shall hold office for such period and have such authority and
perform such duties as the Board of Directors, the President or any officer
designated by the Board of Directors may from time to time determine. The Board
of Directors at any time may appoint and remove, or may delegate to any
principal officer the power to appoint and to remove, any subordinate officer,
agent or employee of the Company.

         Section 4.4. Delegation of Duties of Officers. The Board of Directors
may delegate the duties and powers of any officer of the Company to any other
officer or to any director for a specified period of time for any reason that
the Board of Directors may deem sufficient.

         Section 4.5. Removal of Officers. Any officer of the Company may be
removed with or without cause by resolution adopted by a majority of the
directors then in office at any regular or special meeting of the Board of
Directors or by a written consent signed by all of the directors then in office.

         Section 4.6. Resignations. Any officer may resign at any time by giving
written notice of resignation to the Board of Directors, to the President or to
the Secretary. Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein. Unless otherwise specified in the
notice, the acceptance of a resignation shall not be necessary to make the
resignation effective.

         Section 4.7. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of stockholders and of the Board of Directors at
which he is present. The Chairman of the Board shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.

         Section 4.8. President. The President shall, in the absence of the
Chairman of the Board, preside at all

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meetings of the stockholders and of the Board of Directors at which he is
present. The President shall be the chief executive officer of the Company and
shall have general supervision over the business of the Company. The President
shall have all powers and duties usually incident to the office of the President
except as specifically limited by a resolution of the Board of Directors. The
President shall have such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors.

         Section 4.9. Vice President. In the absence or disability of the
President or if the office of President be vacant, the Vice Presidents in the
order determined by the Board of Directors, or if no such determination has been
made in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

         Section 4.10. Secretary. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Company and shall have supervision over the care and custody of the records
and seal of the Company. The Secretary shall be empowered to affix the corporate
seal to documents, the execution of which on behalf of the Company under its
seal is duly authorized, and when so affixed may attest the same. The Secretary
shall have all powers and duties usually incident to the office of Secretary
except as specifically limited by a resolution of the Board of Directors. The
Secretary shall have such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or the President.

         Section 4.11. Treasurer. The Treasurer shall have general supervision
over the care and custody of the funds and over the receipts and disbursements
of the Company and shall cause the funds of the Company to be deposited in the
name of the Company in such banks or other depositaries as the Board of
Directors may designate. The Treasurer shall have supervision over the care and
safekeeping of the securities of the Company. The Treasurer shall have all

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powers and duties usually incident to the office of Treasurer except as
specifically limited by a resolution of the Board of Directors. The Treasurer
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

         Section 4.12. Controller. The Controller shall be the chief accounting
officer of the Company and shall have supervision over the maintenance and
custody of the accounting operations of the Company, including the keeping of
accurate accounts of all receipts and disbursements and all other financial
transactions. The Controller shall have all powers and duties usually incident
to the office of Controller except as specifically limited by a resolution of
the Board of Directors. The Controller shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President.

         Section 4.13. Bond. The Board of Directors shall have power, to the
extent permitted by law, to require any officer, agent or employee of the
Company to give bond for the faithful discharge of his duties in such form and
with such surety or sureties as the Board of Directors may determine.

                           ARTICLE V - CAPITAL STOCK

         Section 5.1. Issuance of Certificates for Stock. Each stockholder of
the Company shall be entitled to a certificate or certificates in such form as
shall be approved by the Board of Directors certifying the number of shares of
capital stock of the Company owned by such stockholder.

         Section 5.2. Signatures on Stock Certificates. Certificates for shares
of capital stock of the Company shall be signed by, or in the name of the
Company by, the Chairman of the Board, the President or a Vice President and by
the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer.
Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may be issued by the Company with the same effect as if such signer
were such officer, transfer agent or registrar at the date of issue.

         Section 5.3. Stock Ledger. A record of all certificates for capital
stock issued by the Company shall

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be kept by the Secretary or any other officer or employee of the company
designated by the Secretary or by any transfer clerk or transfer agent appointed
pursuant to Section 5.4 hereof. Such record shall show the name and address of
the person, firm or corporation in which certificates for capital stock are
registered, the number of shares represented by each such certificate, the date
of each such certificate and in case of certificates which have been canceled
the dates of cancellation thereof. 

         The Company shall be entitled to treat the holder of record of shares
of capital stock as shown on the stock ledger as the owner thereof and as the
person entitled to receive dividends thereon, to vote such shares and to receive
notice of meetings and for all other purposes. The Company shall not be bound to
recognize any equitable or other claim to or interest in any share of capital
stock on the part of any other person whether or not the Company shall have
express or other notice thereof.

         Section 5.4. Regulations Relating to Transfer. The Board of Directors
may make such rules and regulations as it may deem expedient, not inconsistent
with law, the Certificate of Incorporation or these By-Laws, concerning
issuance, transfer and registration of certificates for shares of capital stock
of the Company. The Board of Directors may appoint, or authorize any principal
officer to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars and may require all certificates for capital stock
to bear the signature or signatures of any of them.

         Section 5.5. Transfers. Transfers of capital stock shall be made on the
books of the Company only upon delivery to the Company or its transfer agent of
(i) a written direction of the registered holder named in the certificate or
such holder's attorney lawfully constituted in writing, (ii) the certificate for
the shares of capital stock being transferred and (iii) a written assignment of
the shares of capital stock evidenced thereby.

         Section 5.6. Cancellation. Each certificate for capital stock
surrendered to the Company for exchange or transfer shall be canceled and no new
certificate or certificates shall be issued in exchange for any existing
certificate (other than pursuant to Section 5.7) until such existing certificate
shall have been canceled.

         Section 5.7. Lost, Destroyed. Stolen and Mutilated Certificates. In the
event that any certificate for shares of capital stock of the Company shall be
mutilated, the Company shall issue a new certificate in place of such mutilated
certificate. In case any such


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certificate shall be lost, stolen or destroyed, the Company may, in the
discretion of the Board of Directors or a committee designated thereby with
power so to act, issue a new certificate for capital stock in the place of any
such lost, stolen or destroyed certificate. The applicant for any substituted
certificate or certificates shall surrender any mutilated certificate or, in the
case of any lost, stolen or destroyed certificate, furnish satisfactory proof of
such loss, theft or destruction of such certificate and of the ownership
thereof. The Board of Directors or such committee may, in its discretion,
require the owner of a lost, stolen or destroyed certificate or his
representatives to furnish to the Company a bond with an acceptable surety or
sureties and in such sum as will be sufficient to indemnify the Company against
any claim that may be made against it on account of the lost, stolen or
destroyed certificate or the issuance of such new certificate. A new certificate
may be issued without requiring a bond when, in the judgment of the Board of
Directors, it is proper to do.

         Section 5.8. Fixing of Record Dates. (a) The Board of Directors may fix
in advance a record date, which shall not be more than sixty nor less than ten
days before the date of any meeting of stockholders nor more than sixty days
prior to any other action, for the purpose of determining stockholders entitled
to notice of or to vote at such meeting of stockholders or any adjournment
thereof, to express consent or dissent to corporate action in writing without a
meeting or to receive payment of any dividend or other distribution or allotment
of any rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action.

         (b) If no record date is fixed by the Board of Directors:

         (i) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or if notice is waived at
the close of business on the day next preceding the day on which the meeting is
held;

         (ii) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action by
the Board of Directors is necessary shall be the day on which the first consent
is expressed;

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         (iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

         (c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided that the Board of Directors may fix a new record date for the
adjourned meeting.

                          ARTICLE VI - INDEMNIFICATION

         Section 6.1. General. To the fullest extent permitted by applicable
law, the Company shall indemnify, and advance Expenses (as hereinafter defined)
to, each and every person who is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in which such person
is or was serving at the request of the Company and who, because of any such
position or status, is directly or indirectly involved in any action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative (a "Proceeding"). "Expenses" shall include all
reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.

         Section 6.2. Indemnification Insurance. The Company shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such whether or not the Company would have the
power to indemnify him against such liability under applicable law.

                     ARTICLE VII - MISCELLANEOUS PROVISIONS

         Section 7.1. Corporate Seal. The seal of the Company shall be circular
in form with the name of the Company in the circumference and the words and
figures "Corporate Seal - 1993 Delaware" in the center. The seal


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may be used by causing it to be affixed or impressed, or a facsimile thereof may
be reproduced or otherwise used in such manner as the Board of Directors may
determine.

         Section 7.2. Fiscal Year. The fiscal year of the Company shall end
on the 30th day of November in each year, or such other twelve consecutive
months as the Board of Directors designate.

         Section 7.3. Waiver of Notice. Whenever any notice is required to be
given under any provision of law, the Certificate of Incorporation or these
By-Laws, a written waiver thereof, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.

         Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened. 

         Section 7.4. Execution of Instruments. Contracts, etc. (a) All checks,
drafts, bills of exchange, notes or other obligations or orders for the payment
of money shall be signed in the name of the Company by such officer or officers
or person or persons as the Board of Directors may from time to time designate.

         (b) Except as otherwise provided by law, the Board of Directors, any
committee given specific authority in the premises by the Board of Directors or
any committee given authority to exercise generally the powers of the Board of
Directors during the intervals between meetings of the Board of Directors may
authorize any officer, employee or agent, in the name of and on behalf of the
Company, to enter into or execute and deliver deeds, bonds, mortgages, contracts
and other obligations or instruments, and such authority may be general or
confined to specific instances.

         (c) All applications, written instruments and papers required by or
filed with any department of the United States Government or any state, county,
municipal or other governmental official or authority may if permitted by
applicable law be executed in the name of the Company by any principal officer
or subordinate officer of the Company or, to the extent designated for such
purpose from time to time by the Board of Directors, by an employee or agent of
the Company. Such designation may contain the power to substitute, in the
discretion of the person named, one or more other persons.

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                           ARTICLE VIII - AMENDMENTS

         Section 8.1. By Stockholders. These By-Laws may be amended, added to,
altered or repealed, or new By-Laws may be adopted, at any meeting of
stockholders by the vote of the holders of not less than a majority of the
outstanding shares of stock entitled to vote thereat, provided that, in the case
of a special meeting, notice that an amendment is to be considered and acted
upon shall be inserted in the notice or waiver of notice of said meeting.

         Section 8.2. By Directors. To the extent permitted by the Certificate
of Incorporation, these By-Laws may be amended, added to, altered or repealed,
or new By-Laws may be adopted, at any regular or special meeting of the Board
of Directors.

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</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>37
<DESCRIPTION>EXHIBIT 3.36
<TEXT>

<PAGE>


                                    BY-LAWS
                                       OF
                            SNAPPLE WORLDWIDE CORP.
                              ARTICLE I - OFFICES

The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.

Section 2 - Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Act.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.


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Section 4 - Notice of Meetings:

(a) Except as otherwise provided by Statute, written notice of each meeting of
shareholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than fifty days before the meeting, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to receive payment for their shares
pursuant to Statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to the address designated in such request.


(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and


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sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been established at such
meeting.


(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.

Section 6 - Voting:

(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the persons executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the Secretary at the meeting and shall be filed with the records of the
Corporation.


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(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.


                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be five (5), unless and
until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all of
the outstanding shares are owned beneficially and of record by less than three
shareholders, in which event the number of directors shall not be less than the
number of shareholders permitted by statute.


(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation
or by statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings; Notice: 

(a) A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders, at the place of such annual
meeting of shareholders.



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(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice: 

(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meeting shall be
mailed directly to each director, addressed to him at his residence or usual
place of business, at least two (2) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
the day before the day on which the meeting is to be held. A notice, or waiver
of notice, except as required by Section 8 of this Article III, need not
specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.


Section 5 - Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman chosen by the
directors shall preside.




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Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.

(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining, directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.


Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.


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Section 10 - Removal:

Any director may be removed with or without cause at any time by the affirmative
vote of shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
shareholders called for that purpose, and may be removed for caused by action of
the Board.

Section 11 - Salary: 

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not




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be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.


                                ARTICLE IV - OFFICERS 

Section 1 - Number, Qualifications, Election and Term of Office: 

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers; including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have
been elected and qualified, or until his death, resignation or removal.


Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.




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Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by a majority of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the Corporation.


Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other Corporation, any
right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President, or such other person as
the Board of Directors may authorize.


                          ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such
form as shall


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be adopted by the Board of Directors, and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of shares,
and shall be signed by (i) the Chairman of the Board or the President or a Vice
President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or
Assistant Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.

Section 2 - Lost or Destroyed Certificates: 

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.


                                  By-Laws - 10







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Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.

Section 4 - Record Date: 

In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a detemination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.




                                  By-Laws - 11






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                             ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.


                           ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.


                         ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.


                            ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by the affirmative vote of shareholders holding of record
in the aggregate at least a majority of the outstanding shares entitled to vote
in the election of directors at any annual or special meeting of shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors: 

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to
change the quorum for meetings of shareholders or of the Board of Directors,
or to change any provisions of the by-laws with respect to the removal of
directors or the filling of vacancies in the Board resulting from the removal by
the shareholders. If any by-law regulating an impending election of directors
is adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.



                                  By-Laws - 12




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                             ARTICLE X - INDEMNITY

(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or intestate representative is or was a director,
officer or employee of the Corporation, or of any Corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case where there is
no disinterested majority of the Board available, the amount shall be fixed by
arbitration pursuant to then existing rules of the American Arbitration
Association.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws
as the first by-laws of the Corporation.

Dated: 
      -------------------------------------


                                       -----------------------------------------
                                                     Incorporator



                                  By-Laws - 13


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</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>38
<DESCRIPTION>EXHIBIT 3.37
<TEXT>

<PAGE>




                                    BY-LAWS

                                       OF

                             SNAPPLE FINANCE CORP.

                            (A Delaware Corporation)



 



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<PAGE>




                                    BY-LAWS

                                       OF

                             SNAPPLE FINANCE CORP.

                            (A Delaware Corporation)

Article 1.  Certificate of Incorporation                                       1

   Section  1.1    Contents                                                    1
   Section  1.2    Certificate in Effect                                       1

Article 2.  Meetings of Stockholders                                           1

   Section  2.1    Place                                                       1
   Section  2.2    Annual Meeting                                              2
   Section  2.3    Special Meetings                                            2
   Section  2.4    Notice of Meetings                                          3
   Section  2.5    Affidavit of Notice                                         3
   Section  2.6    Quorum                                                      3
   Section  2.7    Voting Requirements                                         4
   Section  2.8    Proxies and Voting                                          5
   Section  2.9    Action Without Meeting                                      5
   Section  2.10   Stockholder List                                            6
   Section  2.11   Record Date                                                 7

Article 3.  Directors                                                          8

   Section  3.1    Number; Election and Term of Office                         8
   Section  3.2    Duties                                                      9
   Section  3.3    Compensation                                                9
   Section  3.4    Reliance on Books                                           9

Article 4.  Meetings of the Board of Directors                                10

   Section  4.1    Place                                                      10
   Section  4.2    Annual Meeting                                             10
   Section  4.3    Regular Meetings                                           10
   Section  4.4    Special Meetings                                           10
   Section  4.5    Quorum                                                     11
   Section  4.6    Action Without Meeting                                     11
   Section  4.7    Telephone Meetings                                         11

Article 5.  Committees of Directors                                           12

   Section  5.1    Designation                                                12
   Section  5.2    Records of Meetings                                        13



 



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Article 6.  Notices                                                           13

   Section  6.1    Method of Giving Notice                                    13
   Section  6.2    Waiver                                                     14

Article 7.  Officers                                                          14

   Section  7.1    In General                                                 14
   Section  7.2    Election of President, 
                   Secretary and Treasurer                                    15
   Section  7.3    Election of Other Officers                                 15
   Section  7.4    Salaries                                                   15
   Section  7.5    Term of Office                                             15
   Section  7.6    Duties of President and Chairman 
                   of the Board                                               15
   Section  7.7    Duties of Vice President                                   16
   Section  7.8    Duties of Secretary                                        17
   Section  7.9    Duties of Assistant Secretary                              17
   Section  7.10   Duties of Treasurer                                        18
   Section  7.11   Duties of Assistant Treasurer                              19

Article 8.  Resignations, Removals and  Vacancies                             19

   Section  8.1    Directors                                                  19
   Section  8.2    Officers                                                   20

Article 9.  Certificate of Stock                                              21

   Section  9.1    Issuance of Stock                                          21
   Section  9.2    Right to Certificate; Form                                 21
   Section  9.3    Facsimile Signature                                        22
   Section  9.4    Lost Certificates                                          22
   Section  9.5    Transfer of Stock                                          23
   Section  9.6    Registered Stockholders                                    23

Article 10. Indemnification                                                   23

   Section  10.1   Third Party Actions                                        23
   Section  10.2   Derivative Actions                                         25
   Section  10.3   Expenses                                                   26
   Section  10.4   Authorization                                              26
   Section  10.5   Advance Payment of Expenses                                26
   Section  10.6   Non-Exclusiveness                                          27
   Section  10.7   Insurance                                                  27
   Section  10.8   Constituent Corporations                                   28
   Section  10.9   Additional Indemnification                                 28

Article 11. Execution of Papers                                               29

Article 12. Fiscal Year                                                       29



 



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Article 13. Seal                                                              29

Article 14. Offices                                                           29

Article 15. Amendments                                                        30




 



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                             SNAPPLE FINANCE CORP.

                                    BY-LAWS

                                   ARTICLE 1

                          CERTIFICATE OF INCORPORATION

     Section 1.1 Contents. The name, location of principal office and purposes
of the Corporation shall be as set forth in its Certificate of Incorporation.
These By-Laws, the powers of the Corporation and of its Directors and
stockholders, and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in said Certificate of Incorporation. The
Certificate of Incorporation is hereby made a part of these By-Laws.

     Section 1.2 Certificate in Effect. All references in these By-Laws to the
Certificate of Incorporation shall be construed to mean the Certificate of
Incorporation of the Corporation as from time to time amended, including (unless
the context shall otherwise require) all certificates and any agreement of
consolidation or merger filed pursuant to the Delaware General Corporation Law,
as amended.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     Section 2.1 Place. All meetings of the stockholders may be held at such
place either within or without the State of Delaware as shall be designated from
time to time by the Board



 



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of Directors, the Chairman of the Board of Directors or the President and stated
in the notice of the meeting or in any duly executed waiver of notice thereof.

     Section 2.2 Annual Meeting. Annual meetings of stockholders, shall be held
on the second Tuesday of April in each year, if not a legal holiday, and, if a
legal holiday, then on the next secular day following, at 10:00 A.M., or at such
other date and time as shall be designated from time to time by the Board of
Directors, the Chairman of the Board of Directors or the President and stated in
the notice of the meeting. If such annual meeting has not been held on the day
herein provided therefor, a special meeting of the stockholders in lieu of the
annual meeting may be held, and any business transacted or elections held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting, and in such case all references in these By-Laws, except in this
Section 2.2, to the annual meeting of the stockholders shall be deemed to refer
to such special meeting.

     Section 2.3 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President, the Chairman of
the Board, or by the Board of Directors and shall be called by the President or
Secretary at the request in writing of a majority of the

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     Directors then in office, or at the request in writing of stockholders
owning a majority in amount of the entire stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting, which need not be the exclusive purposes for
which the meeting is called.

     Section 2.4 Notice of Meetings. A written notice of all meetings of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such meeting.
Except as otherwise provided by law, such notice shall be given not less than
ten nor more than sixty days before the date of the meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

     Section 2.5 Affidavit of Notice. An affidavit of the Secretary or an
Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meeting has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

     Section 2.6 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction

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of business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented by
proxy at any meeting of the stockholders., the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, except as hereinafter provided, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been-transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     Section 2.7 Voting Requirements. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of any
applicable statute or of the Certificate of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

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     Section 2.8 Proxies and Voting. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held, and persons whose stock is pledged shall be entitled
to vote the pledged shares, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the pledgee to vote said
shares, in which case only the pledgee, or his proxy, may represent and vote
such shares. Shares of the capital stock of the Corporation owned by the
Corporation shall not be voted, directly or indirectly.

     Section 2.9 Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a

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meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

     Section 2.10 Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The original or duplicate stock ledger shall be the only evidence as to
who are the stockholders entitled to examine such list, the stock ledger or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

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     Section 2.11 Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     If no record date is fixed by the Board of Directors:

          (a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

          (b) The record date for determining stockholders entitled to express
consent to corporate action in writing

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without a meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed.

          (c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

                                    ARTICLE 3

                                   DIRECTORS


     Section 3.1 Number; Election and Term of Office. There shall be a Board of
Directors of the Corporation consisting of not less than one member, the number
of members to be determined by resolution of the Board of Directors or by the
stockholders at the annual or any special meeting, unless the Certificate of
Incorporation fixed the number of Directors, in which case a change in the
number of Directors shall be made only by amendment of the Certificate. Subject
to any limitation which may be contained within the Certificate of
Incorporation, the number of the Board of Directors may be increased at any time
by vote of a majority of the Directors then in office. The Directors shall be
elected at the annual meeting of the stockholders, except as provided in
paragraph (c) of Section 8.1, and each Director elected shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders.

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     Section 3.2 Duties. The business of the Corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 3.3 Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

     Section 3.4 Reliance on Books. A member of the Board of Directors or a
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any committee, or in relying in
good faith upon other records of the Corporation.

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                                   ARTICLE 4

                       MEETINGS OF THE BOARD OF DIRECTORS


     Section 4.1 Place. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     Section 4.2 Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders or any special meeting held in lieu thereof, and no notice of such
meeting shall be necessary to the newly elected Directors in order legally to
constitute the meeting.

     Section 4.3 Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board.

     Section 4.4 Special Meetings. Special meetings of the Board may be called
by the President on two days' notice to each Director either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
Directors unless the Board consists of only one Director, in which case special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole Director.

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     Section 4.5 Quorum. At all meetings of the Board a majority of the
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 4.6 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing-or writings are filed
with the minutes of proceedings of the Board or committee.

     Section 4.7 Telephone Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by

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means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in person at the
meeting.

                                    ARTICLE 5

                             COMMITTEES OF DIRECTORS

     Section 5.1 Designation.

          (a) The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.

          (b) In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

          (c) Any such committee, to the extent provided in the resolution of
the Board of Directors designating the committee, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it;

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but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By-Laws of the Corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.


     Section 5.2 Records of Meetings. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.


                                    ARTICLE 6

                                     NOTICES

     Section 6.1 Method of Giving Notice. Whenever, under any provision of the
law or of the Certificate of Incorporation or of these By-Laws, notice is
required to be given to any Director or stockholder, such notice shall be given
in writing by the Secretary or the person or persons calling the meeting by
leaving such notice with such Director or stockholder at his

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residence or usual place of business or by mailing it addressed to such Director
or stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by telegram.

     Section 6.2 Waiver. Whenever any notice is required to be given under any
provision of law or of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE 7

                                    OFFICERS

     Section 7.1 In General. The officers of the Corporation shall be chosen by
the Board of Directors And shall include a President, a Secretary and a
Treasurer. The Board of Directors may also choose a Chairman of the Board, one
or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same

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person, unless the Certificate of Incorporation or these By-Laws otherwise
provide.


     Section 7.2 Election of President, Secretary and Treasurer. The Board of
Directors at its first meeting after each annual meeting of stockholders shall
choose a President, a Secretary and a Treasurer.

     Section 7.3 Election of Other Officers. The Board of Directors may appoint
such other officers and agents as it shall deem appropriate who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     Section 7.4 Salaries. The salaries of all officers and agents of the
Corporation may be fixed by the Board of Directors.

     Section 7.5 Term of Office. The officers of the Corporation shall hold
office until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time in the manner specified in Section 8.2.

     Section 7.6 Duties of President and Chairman of the Board. The President
shall be the chief executive officer of the Corporation, shall preside at all
meetings of the stockholders and, if he is a Director, at all meetings of the
Board of Directors if there shall be no Chairman of the Board or in the absence
of the Chairman of the Board, shall have 

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general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The Chairman of the
Board, if any, shall make his counsel available to the other officers of the
Corporation, shall be authorized to sign stock certificates on behalf of the
Corporation, shall preside at all meetings of the Directors at which he is
present, and, in the absence of the President at all meetings of the
stockholders, and shall have such other duties and powers as may from time to
time be conferred upon him by the Directors.

     Section 7.7 Duties of Vice President. In the absence of the President or in
the event of his inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President not otherwise
conferred upon the Chairman of the Board, if any, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President. The

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Vice-Presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

     Section 7.8 Duties of Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-Laws, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the Corporation under
his direction) and of the corporate seal of the Corporation.

     Section 7.9 Duties of Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

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     Section 7.10 Duties of Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of this office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers, 
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 7.11 Duties of Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors

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(or if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE 8

                      RESIGNATIONS, REMOVALS AND VACANCIES

     Section 8.1 Directors.

          (a) Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors or the President or the Secretary. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          (b) Removals. Subject to any provisions of the Certificate of
Incorporation, the holders of stock entitled to vote for the election of
Directors may, at any meeting called for the purpose, by vote of a majority of
the shares of such stock outstanding, remove any Director or the entire Board of
Directors with or without cause and fill any vacancies thereby created. This
Section 8.1(b) may not be altered, amended or repealed except by the holders of
a majority of the shares of stock issued and outstanding and entitled to vote
for the election of the Directors.

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          (c) Vacancies. Vacancies occurring in the office of Director and newly
created Directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, unless previously filled by the stockholders entitled to
vote for the election of Directors, and the Directors so chosen shall hold
office subject to the By-Laws until the next annual election and until their
successors are duly elected and qualify or until their earlier resignation or
removal. If there are no Directors in office, then an election of Directors may
be held in the manner provided by statute.

     Section 8.2 Officers.

     Any officer may resign at any time by giving written notice to the Board of
Directors or the President or the Secretary. Such resignation shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The
Board of Directors may, at any meeting called for the purpose, by vote of a
majority of their entire number, remove from office any officer of the
Corporation or any member of a committee, with or without cause. Any vacancy
occurring in the office of President, Secretary or Treasurer shall be filled by
the Board of Directors and the officers so chosen shall hold office subject to
the By-Laws for the unexpired term in respect of which the vacancy occurred and
until their

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successors shall be elected and qualify or until their earlier resignation or
removal.

                                    ARTICLE 9

                              CERTIFICATE OF STOCK

     Section 9.1 Issuance of Stock. The Directors may, at any time and from time
to time, if all of the shares of capital stock which the Corporation is
authorized by its Certificate of Incorporation to issue have not been issued,
subscribed for, or otherwise committed to be issued, issue or take subscriptions
for additional shares of its capital stock up to the amount authorized in its
Certificate of Incorporation. Such stock shall be issued and the consideration
paid therefor in the manner prescribed by law.

     Section 9.2 Right to Certificate; Form. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a
Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation; provided that the Directors may provide by one or
more resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertified shares. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid

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shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     Section 9.3 Facsimile Signature. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 9.4 Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

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     Section 9.5 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 9.6 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE 10

                                INDEMNIFICATION

     Section 10.1 Third Party Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a

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Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
Director, officer, employee or agent of the Corporation, or is

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or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a Director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

                                      -25-



 



 <PAGE>


<PAGE>




     Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 10.1 and 10.2.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses. Expenses incurred by an officer
or Director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such officer or Director to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article 10. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

                                      -26-



 



 <PAGE>


<PAGE>



     Section 10.6 Non-Exclusiveness. The indemnification provided by this
Article 10 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 10.7 Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article 10.

     Section 10.8 Constituent Corporations. The Corporation shall have power to
indemnify any person who is or was a director, officer, employee or agent of a
constituent corporation absorbed in a consolidation or merger with this

                                      -27-



 



 <PAGE>


<PAGE>



Corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, in the same manner as hereinabove
provided for any person who is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

     Section 10.9 Additional Indemnification. In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined (in the manner prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

                                   ARTICLE 11

                              EXECUTION OF PAPERS

     Except as otherwise provided in these By-Laws or as the Board of Directors
may generally or in particular cases otherwise determine, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
President or the Treasurer.

                                      -28-



 



 <PAGE>


<PAGE>



                                   ARTICLE 12

                                  FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE 13

                                      SEAL

     The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                   ARTICLE 14

                                     OFFICES

     In addition to its principal office, the Corporation may have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE 15

                                   AMENDMENTS

     Except as otherwise provided herein, these By-Laws may be altered, amended
or repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such

                                      -29-



 



 <PAGE>


<PAGE>




alteration, amendment, repeal or adoption of new By-Laws is contained in the
notice of such special meeting, or by the written consent of a majority in
interest of the outstanding voting stock of the Corporation or by the unanimous
written consent of the Directors. If the power to adopt, amend or repeal by-laws
is conferred upon the Board of Directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal by-laws.

2014V 

                                      -30-




<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>39
<DESCRIPTION>EXHIBIT 3.38
<TEXT>

<PAGE>


                                     BYLAWS
                                       OF
                      PACIFIC SNAPPLE DISTRIBUTIONS, INC.








 <PAGE>


<PAGE>


                                     BYLAWS
                                       OF
                            GROUX DISTRIBUTION, INC.

                                     INDEX



<TABLE>
<CAPTION>

Article                                                                  Page
-------                                                                  ----
<S>           <C>          <C>                                           <C>
    I         OFFICES                                                      1
              -------
              Section 1    Principal Offices..........................     1
              Section 2    Other Offices..............................     1

   II         MEETINGS OF SHAREHOLDERS
              ------------------------
              Section 1    Place of Meetings..........................     1
              Section 2    Annual Meeting.............................     1
              Section 3    Special Meetings...........................     1
              Section 4    Notice of Shareholders'
                           Meetings...................................     2
              Section 5    Manner of Giving Notice;
                           Affidavit of Notice........................     3
              Section 6    Quorum.....................................     3
              Section 7    Adjourned Meeting; Notice..................     3
              Section 8    Voting.....................................     4
              Section 9    Waiver of Notice or Consent
                           by Absent Shareholders.....................     5
              Section 10   Shareholders Action by Written
                           Consent Without a Meeting..................     5
              Section 11   Record Date for Shareholder
                           Notice, Voting and Giving
                           Consents...................................     6
              Section 12   Proxies....................................     7
              Section 13   Inspectors of Election.....................     7

  III         DIRECTORS                                                    8
              ---------
              Section 1    Powers.....................................     8
              Section 2    Number and Qualification of
                           Directors..................................     8
              Section 3    Election and Term of Office
                           of Directors...............................     8
              Section 4    Vacancies..................................     8
              Section 5    Place of Meetings..........................     9
              Section 6    Meetings by Telephone......................     9
              Section 7    Annual Meetings............................    10
              Section 8    Special Meetings...........................    10
              Section 9    Quorum.....................................    10
</TABLE>







 <PAGE>


<PAGE>


<TABLE>
<CAPTION>

Article                                                                  Page
-------                                                                  ----
<S>           <C>          <C>                                           <C>
              Section 10   Waiver of Notice...........................    11
              Section 11   Adjournment................................    11
              Section 12   Notice of Adjournment......................    11
              Section 13   Action Without Meeting.....................    11
              Section 14   Fees and Compensation
                           of Directors...............................    11

   IV         COMMITTEES                                                  12
              ----------
              Section 1    Committees of Directors....................    12
              Section 2    Meetings and Action of                         
                           Committees.................................    12

    V         OFFICERS                                                    13
              --------
              Section 1    Officers...................................    13
              Section 2    Election of Officers.......................    13
              Section 3    Subordinate Officers.......................    13
              Section 4    Removal and Resignation of
                           Officers...................................    13
              Section 5    Vacancies in Offices.......................    14
              Section 6    Chairman of the Board......................    14
              Section 7    President..................................    14
              Section 8    Vice Presidents............................    14
              Section 9    Secretary..................................    14
              Section 10   Chief Financial Officer....................    15

   VI         INDEMNIFICATION OF DIRECTORS, OFFICERS,
              ---------------------------------------
              EMPLOYEES AND OTHER AGENTS                                  15 
              --------------------------
              Section 1    Indemnification............................    15
              Section 2    Insurance..................................    16

  VII         RECORDS AND REPORTS
              -------------------
              Section 1    Maintenance and Inspection
                           of Share Register..........................    16
              Section 2    Maintenance and Inspection
                           of Bylaws..................................    17
              Section 3    Maintenance and Inspection of
                           Other Corporate Records....................    17
              Section 4    Inspection by Directors....................    17
              Section 5    Annual Report to Shareholders..............    18
              Section 6    Financial Statements.......................    18
              Section 7    Annual Statement of General
                           Information................................    18
</TABLE>


                                      -ii-







 <PAGE>


<PAGE>



<TABLE>
<CAPTION>

Article                                                                  Page
-------                                                                  ----
<S>           <C>          <C>                                           <C>
 VIII         GENERAL CORPORATE MATTERS                                   19
              -------------------------
              Section 1    Record Date for Purposes
                           Other Than Notice and Voting...............    19
              Section 2    Checks, Draft, Evidence
                           of Indebtedness............................    19
              Section 3    Corporate Contracts and
                           Instruments; How Executed..................    19
              Section 4    Certificates for Shares....................    20
              Section 5    Lost Certificates..........................    20
              Section 6    Representation of Shares
                           of Other Corporations......................    20
              Section 7    Construction and Definitions...............    21

   IX         AMENDMENTS                                                  21
              ----------
              Section 1    Amendment by Shareholders..................    21
              Section 2    Amendment by Directors.....................    21
</TABLE>


                                     -iii-







 <PAGE>


<PAGE>


                                     BYLAWS

                          OF GROUX DISTRIBUTION, INC.

                                   ARTICLE I

                                    OFFICES

          Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the
location of the principal executive office of the corporation any place within
or outside the State of California. If the principal executive office is located
outside this State, and the corporation has one or more business offices in this
State, the Board of Directors shall fix and designate a principal business
office in the State of California.

          Section 2. OTHER OFFICES. The Board of Directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

          Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
either at the principal executive office of the corporation or at any other
place within or without the State of California which may be designated either
by the Board of Directors or by the written consent of all persons entitled to
vote thereat given either before or after the meeting and filed with the
Secretary.

          Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held each year on a date and at a time designated by the Board of Directors. At
each annual meeting directors shall be elected, and any other proper business
may be transacted.

          Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may
be called at any time by the Board of Directors, or by the Chairman of the
Board, or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the votes at that
meeting.








 <PAGE>


<PAGE>


          If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, any
Vice President, or the Secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
3 shall be construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

          Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meeting of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the Board of Directors, at the time of giving the notice, intends
to present for action by the shareholders, but, subject to the provisions of
applicable law, any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees whom, at the time of the notice,
management intends to present for election.

          If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the California General Corporation Law,
(ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of
that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Law, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Law, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Law, the notice shall also state the general nature of that proposal.


                                      -2-






 <PAGE>


<PAGE>



          Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by first
class mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally to the recipient
or deposited in the mail or sent by telegram or other means of written
communication.

          If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been duly
given without further mailing if these shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.


          An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by any officer or any transfer agent of
the corporation giving the notice, and shall be filed and maintained in the
minute book of the corporation.

          Section 6. QUORUM. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote shall constitute a quorum at any
meeting of shareholders. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

          Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in person
or by proxy, but in the absence of a quorum, no other business may be transacted
at that meeting, except as provided in Section 6 of this Article II.


                                      -3-






 <PAGE>


<PAGE>



          When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting shall l be given to
each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

          Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 to 704, inclusive,
of the California General Corporation Law (relating to voting shares held by a
fiduciary, in the name of a corporation, or in joint ownership). The
shareholders' vote may be by voice vote or by ballot; provided, however, that
any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares that the shareholder is entitled
to vote. If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on any matter (other than
the election of Directors) shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by the California General
Corporation Law or by the Articles of Incorporation.


          At a shareholders' meeting at which Directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which that shareholder's shares are entitled, or distribute the
shareholder's votes on the


                                      -4-






 <PAGE>


<PAGE>



same principle among any or all of the candidates, as the shareholder thinks
fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.

          Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, however called and noticed, and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each person entitled to vote, who
was not present in person or by proxy, signs a written waiver of notice or a
consent to holding of the meeting, or an approval of the minutes thereof. The
waiver of notice or consent need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

          Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

          Section 10. SHAREHOLDERS ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of election
of Directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of Directors; provided,
however, that a Director may be elected at any time to fill a vacancy on the
Board of Directors that has not been filled by the Directors, by written consent
of the holders of a majority of the outstanding shares entitled to vote for the
election of Directors. All such consents shall be filed with the Secretary of
the corporation and shall be maintained in the corporate records. Any
shareholder giving a written consent, or

                                      -5-






 <PAGE>


<PAGE>


the shareholder's proxy holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the Secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.

          If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a Director
has a direct or indirect financial interest, pursuant to Section 310 of the
California General Corporation Law, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Law, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Law, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of that Law, the notice shall be given at least
ten (10) days before the consummation of any action authorized by that approval.


          Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the California General
Corporation Law.

          If the Board of Directors does not so fix a record date:


               (a) The record date for determining shareholders entitled to
     notice of or to vote at a meeting of shareholders shall be at the close of
     business on the business day next preceding the day on which notice is
     given or, if notice is waived, at the close of business on the business day
     next preceding the day on which the meeting is held.

               (b) The record date for determining shareholders entitled to give
     consent to corporate action in writing



                                      -6-






 <PAGE>


<PAGE>


     without a meeting, (i) when no prior action by the Board has been taken,
     shall be the day on which the first written consent is given, or (ii) when
     prior action of the Board has been taken, shall be at the close of
     business.on the day on which the Board adopts the resolution relating to
     that action, or the sixtieth (60th) day before the date of such other
     action, whichever is later.

          Section 12. PROXIES. Every person entitled to vote shares has the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the corporation. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly
executed proxy which does not state that it is irrevocable e shall continue in
full force and effect unless (i) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the proxy; or (ii)
written notice of the death or incapacity of the maker of that proxy is received
by the corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the California
General Corporation Law.


          Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or any
adjournment thereof. If no inspectors of election are so appointed, the
Chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed.
If any person appointed as inspector fails to appear or fails or refuses to act,
the Chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.

          The duties of the inspectors shall be as prescribed by Section 707(b)
of the California General Corporation Law and


                                      -7-






 <PAGE>


<PAGE>


shall include: determining the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
authenticity, validity, and effect of proxies; receiving votes, ballots, or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all votes
or consents; determining when the polls shall close; determining the result; and
doing any other acts that may be proper to conduct the election or vote with
fairness to all shareholders.

          If there are three (3) inspectors of election, the decision" act, or
certificate of a majority is effective in all respects as the decision, act, or
certificate of all.

                                  ARTICLE III

                                   DIRECTORS

          Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
Bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.

          Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors shall be three (3) until changed by a duly adopted amendment
to this Bylaw adopted by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote; provided, however, that an amendment
reducing the number of Directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote.

          Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall
be elected at each annual meeting of shareholders to hold office until the next
annual meeting. Each Director, including a Director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

          Section 4. VACANCIES. Vacancies in the Board of Directors may be
filled by a majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director,


                                      -8-






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except that a vacancy created by the removal of a Director by the vote or
written consent of the shareholders or by court order may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of a
majority of the outstanding shares entitled to vote. Each Director so elected
shall hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

          A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any Director, or if
the Board of Directors by resolution declares vacant the office of a Director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any Director or
Directors are elected, to elect the number of Directors to be voted for at that
meeting.

          The shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

          Any Director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors,
unless the notice specifies a later time for such resignation to become
effective. If the resignation of a Director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective.

          No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of office expires.

          Section 5. PLACE OF MEETINGS. Regular or special meetings of the Board
of Directors shall be held at any place within or without the State of
California which has been designated from time to time by resolution of the
Board. In the absence of such a designation, regular or special meetings shall
be held at the principal executive office of the corporation.

          Section 6. MEETINGS BY TELEPHONE. Any meeting, regular or special, may
be held by conference telephone or similar communication equipment, so long as
all Directors participating in the meeting can hear one another, and all such
Directors shall be deemed to be present in person at the meeting.


                                      -9-






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          Section 7. ANNUAL MEETINGS. Immediately following each annual meeting
of shareholders, the Board of Directors shall hold an annual meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Other regular meetings of the Board of Directors may be held
at such time as shall from time to time be fixed by the Board of Directors. Call
and notice of all regular meetings shall not be required.

          Section 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the Chairman
of the Board or the President or any Vice President or the Secretary or any two
Directors.

          Notice of the time and place of special meetings shall be delivered
personally or by telephone, telegram, telex, or other similar means of
communication to each Director or sent by first class mail, addressed to each
director at the Director's address as it is shown on the records of the
corporation. In case the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the
meeting. In case the notice is delivered personally, or by telephone, telegram,
telex, or other similar means of communication, it shall be given at least
forty-eight (48) hours before the time of the holding of the meeting. Notice by
mail shall be deemed to have been given at the time written notice is deposited
in the United States mail, postage prepaid. Any other written n notice shall be
deemed to have been given at the time it is personally delivered to the
recipient or is delivered to a common carrier for transmission, or actually
transmitted by the person giving notice by electronic means, to the recipient.
Any oral notice given personally or by telephone may be communicated either to
the Director or to a person at the office of the Director who the person giving
the notice has reason to believe will promptly communicate it to the Director.
The notice need not specify the purpose of the meeting nor the place if the
meeting is to be held at the principal executive office of the corporation.

          Section 9. QUORUM. A majority of the authorized number of Directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, subject to
the provisions of Section 310 of the California General Corporation Law (as to
approval of contracts or transactions in which a Director has a direct or
indirect material financial interest), Section 311 of that Law (as to
appointment of committees), and Section 317(e) of that Law (as to


                                      -10-






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indemnification of Directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of Directors,
if any action taken is approved by at least a majority of the required quorum of
the meeting.

          Section 10. WAIVER OF NOTICE. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the
meeting, or an approval of the minutes thereof. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, before or at its
commencement, the lack of notice to that Director.

          Section 11. ADJOURNMENT. A majority of the Directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

          Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 8 of this Article III, to the Directors who were not present at the
time of adjournment.

          Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the Board of Directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.

          Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursements of expenses, as may be fixed or determined by resolution of
the Board of Directors. This Section 14 shall not be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise, or from receiving compensation for those services.


                                      -11-






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                                   ARTICLE IV

                                   COMMITTEES

           Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the authorized number of Directors,
designate one or more committees, each consisting of two (2) or more Directors,
to serve at the pleasure of the Board. The Board may designate one (1) or more
Directors as alternate members of the committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent provided
in the resolution of the Board, shall have all the authority to the Board,
except with respect to:

               (a) The approval of any action which, under the California
     General Corporation Law, also requires shareholders' approval or approval
     of the outstanding shares;

               (b) The filling of vacancies on the Board of Directors or in any
     committee;

               (c) The fixing of compensation of the directors for serving on
     the Board or on any committee;

               (d) The amendment or repeal of Bylaws or the adoption of new
     Bylaws;

               (e) The amendment or repeal of any resolution of the Board of
     Directors which by its express terms is not so amendable or repealable;

               (f) A distribution to the shareholders of the corporation, except
     at a rate or in a periodic amount or within a price range determined by the
     Board of Directors; or

               (g) The appointment of any other committees of the Board of
     Directors or the members of these committees.

           Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article II of these Bylaws, Sections 1 (place of meetings), 2
(regular meetings), 3 (special meetings), 4 (notice), 6 (quorum), 7 (notice of
adjournment), 9 (waiver of notice), 10 (action without meeting) and 11
(adjournment), with such changes in the context of those Bylaws as are necessary
to substitute the committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the


                                      -12-






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<PAGE>


committee; special meetings of committees may also be called by resolution of
the Board of Directors; and notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
government of any committee which rules are not to be inconsistent with the
provisions of these Bylaws.

                                   ARTICLE V

                                    OFFICERS

           Section 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary, and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
or more vice Presidents, one or more Assistant Secretaries, one or more
Assistant Financial Officers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person.

           Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.

           Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint,
and may empower the President to appoint, such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the Bylaws or as
the Board of Directors may from time to time determine.


           Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Directors, at any
regular or special meeting of the Board, or, except in case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

           Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that


                                      -13-






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<PAGE>



notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.

           Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office.

           Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
an officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws. if there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

           Section 7. PRESIDENT. Subject to such supervisory powers if any, as
may be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. He shall have the general powers and duties as from
time to time may be prescribed by the Board of Directors or the Bylaws.

           Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or, if not ranked, a Vice President designated by the Board
of Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws and the President, or the Chairman of the
Board.

           Section 9. SECRETARY. The Secretary shall keep, or cause to be kept,
at the principal executive office or such other place as the Board of Directors
may direct, a book of minutes of all meetings and actions of Directors,
committees of Directors, and shareholders, with the time and place of holding,
whether


                                      -14-






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<PAGE>



regular or special, and, if special, how authorized, the notice given, the names
of those present at Directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.

           The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

           The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation, if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.


           Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The books of account shall at all reasonable times be open to inspection by any
Director.

           The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an account of
all of his transactions as Chief Financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board of Directors or the Bylaws.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES AND OTHER AGENTS

           Section 1. INDEMNIFICATION. This corporation shall have the power to
indemnify and hold harmless each "agent" of the


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corporation, as the term "agent" is defined in Section 317(a) of the California
General Corporation Law, from and against any expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any "proceeding" (as defined in said Section 317(a)) to the fullest extent
permitted by applicable law. The corporation may advance to its agents expenses
incurred in defending any proceeding prior to the final disposition thereof to
the fullest extent and in the manner permitted by applicable law.

           Section 2. INSURANCE. The corporation shall have the power to
purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the corporation
would have the power to indemnify the agent against such liability.

                                  ARTICLE VII

                               RECORDS AND REPORTS

           Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.

           A shareholder or shareholders of the corporation holding at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the shareholders' names and addresses,
who are entitled to vote for the election of Directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of
a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a

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purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. Any inspection and copying under this
Section 1 may be made in person or by an agent or attorney of the shareholder or
holder of a voting trust certificate making the demand.

           Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation
shall keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business office in
this state, the original or a copy of the Bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside the State
of California and the corporation has no principal business office in this
state, the Secretary shall, upon the written request of any shareholder, furnish
to that shareholder a copy of the Bylaws as amended to date.

           Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the shareholders and
the Board of Directors and any committee or committees of the Board of Directors
shall be kept at such place or places designated by the Board of Directors, or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept either in written form or in any other
form capable of being converted into written form. The minutes and accounting
books and records shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or as the holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts. These rights of inspection shall extend to
the records of each subsidiary corporation of the corporation.

           Section 4. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a Director may be made in
person or by an agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents.

                                      -17-






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           Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board of Directors from issuing annual or other periodic reports
to the shareholders of the corporation as they consider appropriate.

           Section 6. FINANCIAL STATEMENTS. A copy of any annual financial
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement, or a copy
shall be mailed to any such shareholder.

           If a shareholder or shareholders holding at least five percent (5%)
of the outstanding shares of any class of stock of the corporation makes a
written request to the corporation for an income statement of the corporation
for the three-month, six-month or nine-month period of the then current fiscal
year ended more than thirty (30) days before the date of the request, and a
balance sheet of the corporation as of the end of that period, the Chief
Financial Officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, this report shall likewise be delivered or mailed to
the shareholder or shareholders within thirty (30) days after the request.

           The corporation shall also, on the written request of any
shareholder, mail to the shareholder a copy of the last annual, semi-annual, or
quarterly income statement which it has prepared, and a balance sheet as of the
end of that period.

           The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

           Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation
shall, during the applicable filing period, as defined in Section 1502(c) of the
California General Corporation Law, file with the Secretary of State of the
State of California,


                                      -18-






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on the prescribed form, a statement setting forth the authorized number of
Directors, the names and complete business or residence addresses of all
incumbent Directors, the names and complete business or residence addresses of
the Chief Executive Officer, Secretary, and Chief Financial Officer, the street
address of its principal executive office or principal business office in this
state, and the general type of business constituting the principal business
activity of the corporation, together with a designation of the agent of the
corporation for the purpose of service of process, all in compliance with
Section 1502 of the California General Corporation Law.

                                  ARTICLE VIII

                           GENERAL CORPORATE MATTERS

           Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution, or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date so
fixed, except as otherwise provided in the California General Corporation Law.

           If the Board of Directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the Board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

           Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

           Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The
Board of Directors, except as otherwise provided in these Bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in

                                      -19-






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the name of and on behalf of the corporation, and this authority may be general
or confined to specific instances; and, unless so authorized or ratified by the
Board of Directors or within the agency power of an officer, no officer, agent,
or employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

           Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the Board of Directors
may authorize the issuance of certificates or shares as partly paid, provided
that these certificates shall state the amount of the consideration to be paid
for them and the amount paid. All certificates shall be signed in the name of
the corporation by the Chairman of the Board or Vice Chairman of the Board or
the President or Vice President and by the Chief Financial Officer or an
Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.

           Section 5. LOST CERTIFICATES. Except as provided in this Section 5,
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and cancelled at the same
time. The Board of Directors may, in case any share certificate or certificate
for any other security is lost, stolen or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the Board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.

           Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President, or any vice President, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The


                                      -20-






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authority granted to these officers to vote or represent on behalf of the
corporation any and all shares held by the corporation in any other corporation
or corporations may be exercised by any of these officers in person or by any
person authorized to do so by a proxy duly executed by these officers.

           Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

           Section 1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth the
number of authorized Directors of the corporation, the authorized number of
Directors may be changed only by an amendment of the Articles of Incorporation.

           Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of directors,
may be adopted, amended, or repealed by the Board of Directors.


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                            CERTIFICATE OF SECRETARY

           I HEREBY CERTIFY that I am a duly elected, qualified and acting
Secretary of Groux Distribution, Inc., and that the above and foregoing Bylaws
were adopted as the Bylaws of said corporation on the 22nd day of January, 1990,
by the Incorporator of this corporation and were ratified by the directors of
the corporation by unanimous written consent dated January 22, 1990.

           IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
January, 1990.



                                                /s/ William G. Groux
                                                --------------------------------
                                                William G. Groux



<PAGE>

<PAGE>





                           CERTIFICATE OF AMENDMENT OF

                                    BYLAWS OF

                       PACIFIC SNAPPLE DISTRIBUTIONS, INC.

                  I, William G. Groux, do hereby certify that:

                  1. I am the duly elected and acting Secretary of Groux
Distribution, Inc. (the "Corporation").

                  2. By Written Consent of the Shareholders of the Corporation
dated as of October 11, 1991, the following resolution was adopted:

                  RESOLVED, that Section 2 of Article III of the Bylaws of the
                  Corporation be amended to read in full as follows:

                  "Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
                  authorized number of Directors of the corporation shall be
                  four (4) until changed by a duly adopted amendment to this
                  Bylaw adopted by the vote or written consent of holders of a
                  majority of the outstanding shares entitled to vote; provided,
                  however, that an amendment reducing the authorized number of
                  directors to a number less than five (5) shall not be adopted
                  if the votes cast against its adoption at a meeting, or the
                  shares not consenting in the case of action by written
                  consent, are equal to more than sixteen and two-thirds percent
                  (16-2/3%) of the outstanding shares entitled to vote."

                  IN WITNESS WHEREOF, I have hereunder set my hand this 11th day
of October, 1991.

                                                    /s/ William S. Groux
                                                    ---------------------------
                                                    William G. Groux, Secretary









<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>40
<DESCRIPTION>EXHIBIT 3.39
<TEXT>

<PAGE>



                                    BY-LAWS

                                       OF

                               MR. NATURAL, INC.

                            (A Delaware Corporation)






 <PAGE>


<PAGE>



                                    BY-LAWS
                                       OF
                           SNAPPLE DISTRIBUTION CORP.
                            (A Delaware Corporation)

<TABLE>
<S>                                                                          <C>
Article 1.   Certificate of Incorporation                                      1

    Section  1.1    Contents                                                   1
    Section  1.2    Certificate in Effect                                      1 

Article 2.   Meetings of Stockholders                                          1 

    Section  2.1    Place                                                      1
    Section  2.2    Annual Meeting                                             2
    Section  2.3    Special Meetings                                           2
    Section  2.4    Notice of Meetings                                         3
    Section  2.5    Affidavit of Notice                                        3
    Section  2.6    Quorum                                                     3
    Section  2.7    Voting Requirements                                        4
    Section  2.8    Proxies and Voting                                         5
    Section  2.9    Action Without Meeting                                     5
    Section  2.10   Stockholder List                                           6
    Section  2.11   Record Date                                                7

Article 3.   Directors                                                         8

    Section  3.1    Number; Election and Term of Office                        8
    Section  3.2    Duties                                                     9
    Section  3.3    Compensation                                               9
    Section  3.4    Reliance on Books                                          9

Article 4.   Meetings of the Board of  Directors                              10

    Section  4.1    Place                                                     10
    Section  4.2    Annual Meeting                                            10
    Section  4.3    Regular Meetings                                          10
    Section  4.4    Special Meetings                                          10
    Section  4.5    Quorum                                                    11
    Section  4.6    Action Without Meeting                                    11
    Section  4.7    Telephone Meetings                                        11

Article 5.   Committees of Directors                                          12

    Section  5.1    Designation                                               12
    Section  5.2    Records of Meetings                                       13
</TABLE>


                                     - 2 -




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<PAGE>



<TABLE>
<S>                                                                         <C>
Article 6.   Notices                                                          13

    Section  6.1     Method of Giving Notice                                  13
    Section  6.2     Waiver                                                   14

Article 7.   Officers                                                         14

    Section  7.1     In General                                               14
    Section  7.2     Election of President, 
                     Secretary and Treasurer                                  15
    Section  7.3     Election of Other Officers                               15
    Section  7.4     Salaries                                                 15
    Section  7.5     Term of Office                                           15
    Section  7.6     Duties of President and Chairman 
                     of the Board                                             15
    Section  7.7     Duties of Vice President                                 16
    Section  7.8     Duties of Secretary                                      17
    Section  7.9     Duties of Assistant Secretary                            17
    Section  7.10    Duties of Treasurer                                      18
    Section  7.11    Duties of Assistant  Treasurer                           18

Article 8.   Resignations,  Removals and  Vacancies                           19 

    Section  8.1     Directors                                                19
    Section  8.2     Officers                                                 20

Article 9.   Certificate of Stock                                             21

    Section  9.1     Issuance of Stock                                        21
    Section  9.2     Right to Certificate; Form                               21
    Section  9.3     Facsimile Signature                                      22
    Section  9.4     Lost Certificates                                        22
    Section  9.5     Transfer of Stock                                        23
    Section  9.6     Registered Stockholders                                  23

Article 10. Indemnification                                                   23 

    Section  10.1    Third Party Actions                                      23
    Section  10.2    Derivative Actions                                       24
    Section  10.3    Expenses                                                 25
    Section  10.4    Authorization                                            26
    Section  10.5    Advance Payment of  Expenses                             26
    Section  10.6    Non-Exclusiveness                                        27
    Section  10.7    Insurance                                                27
    Section  10.8    Constituent Corporations                                 27
    Section  10.9    Additional Indemnification                               28

Article 11.  Execution of Papers                                              28

Article 12.  Fiscal Year                                                      29
</TABLE>


                                     - 3 -






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<PAGE>



<TABLE>
<S>                                                                         <C>
Article 13.  Seal                                                            29

Article 14.  Offices                                                         29

Article 15.  Amendments                                                      29
</TABLE>


                                     - 4 -






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<PAGE>



                           SNAPPLE DISTRIBUTION CORP.

                                    BY-LAWS



                                   ARTICLE 1

                          CERTIFICATE OF INCORPORATION

     Section 1.1 Contents. The name, location of principal office and purposes
of the Corporation shall be determined by Board resolution. These By-Laws, the
powers of the Corporation and of its Directors and stockholders, and all matters
concerning the conduct and regulation of the business of the Corporation shall
be subject to such provisions in regard thereto, if any, as are set forth in
said Certificate of Incorporation. The Certificate of Incorporation is hereby
made a part of these By-Laws.

     Section 1.2 Certificate in Effect. All references in these By-Laws to the
Certificate of Incorporation shall be construed to mean the Certificate of
Incorporation of the Corporation as from time to time amended, including (unless
the context shall otherwise require) all certificates and any agreement of
consolidation or merger filed pursuant to the Delaware General Corporation Law,
as amended.

                                   ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     Section 2.1 Place. All meetings of the stockholders may be held at such
place either within or without the State of Delaware as shall be designated from
time to time by the Board


                                     - 5 -






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<PAGE>




of Directors, the Chairman of the Board of Directors or the President and stated
in the notice of the meeting or in any duly executed waiver of notice thereof.

     Section 2.2 Annual Meeting. Annual meetings of stockholders, shall be held
on the third Thursday of April in each year, if not a legal holiday, and, if a
legal holiday, then on the next secular day following, at 10:00 A.M., or at such
other date and time as shall be designated from time to time by the Board of
Directors, the Chairman of the Board of Directors or the President and stated in
the notice of the meeting. If such annual meeting has not been held on the day
herein provided therefor, a special meeting of the stockholders in lieu of the
annual meeting may be held, and any business transacted or elections held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting, and in such case all references in these By-Laws, except in this
Section 2.2, to the annual meeting of the stockholders shall be deemed to refer
to such special meeting.

     Section 2.3 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President, the Chairman of
the Board, or by the Board of Directors and shall be called by the President or
Secretary at the request in writing of a majority of the


                                     - 6 -






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<PAGE>



Directors then in office, or at the request in writing of stockholders owning a
majority in amount of the entire stock of the Corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting, which need not be the exclusive purposes for which the meeting
is called.

     Section 2.4 Notice of Meetings. A written notice of all meetings of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such meeting.
Except as otherwise provided by law, such notice shall be given not less than
ten nor more than sixty days before the date of the meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

     Section 2.5 Affidavit of Notice. An affidavit of the Secretary or an
Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meeting has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

     Section 2.6 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction


                                     - 7 -






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<PAGE>



of business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented by
proxy at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, except as hereinafter provided, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     Section 2.7 Voting Requirements. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of any
applicable statute or of the Certificate of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.


                                     - 8 -






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<PAGE>



     Section 2.8 Proxies and Voting. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held, and persons whose stock is pledged shall be entitled
to vote the pledged shares, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the pledgee to vote said
shares, in which case only the pledgee, or his proxy, may represent and vote
such shares. Shares of the capital stock of the Corporation owned by the
Corporation shall not be voted, directly or indirectly.

     Section 2.9 Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a


                                     - 9 -






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<PAGE>



meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

     Section 2.10 Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The original or duplicate stock ledger shall be the only evidence as to
who are the stockholders entitled to examine such list, the stock ledger or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.


                                     - 10 -






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<PAGE>



     Section 2.11 Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     If no record date is fixed by the Board of Directors:

          (a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

          (b) The record date for determining stockholders entitled to express
consent to corporate action in writing


                                     - 11 -






 <PAGE>


<PAGE>



without a meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed.

          (c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

                                   ARTICLE 3

                                   DIRECTORS

     Section 3.1 Number; Election and Term of Office. There shall be a Board of
Directors of the Corporation consisting of not less than one member, the number
of members to be determined by resolution of the Board of Directors or by the
stockholders at the annual or any special meeting, unless the Certificate of
Incorporation fixed the number of Directors, in which case a change in the
number of Directors shall be made only by amendment of the Certificate. Subject
to any limitation which may be contained within the Certificate of
Incorporation, the number of the Board of Directors may be increased at any time
by vote of a majority of the Directors then in office. The Directors shall be
elected at the annual meeting of the stockholders, except as provided in
paragraph (c) of Section 8.1, and each Director elected shall hold office until
his successor is elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders.


                                     - 12 -






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<PAGE>



     Section 3.2 Duties. The business of the Corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 3.3 Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

     Section 3.4 Reliance on Books. A member of the Board of Directors or a
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any committee, or in relying in
good faith upon other records of the Corporation.


                                     - 13 -






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<PAGE>



                                   ARTICLE 4

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1 Place. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     Section 4.2 Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders or any special meeting held in lieu thereof, and no notice of such
meeting shall be necessary to the newly elected Directors in order legally to
constitute the meeting.

     Section 4.3 Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board.

     Section 4.4 Special Meetings. Special meetings of the Board may be called
by the President on two days' notice to each Director either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
Directors unless the Board consists of only one Director, in which case special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole Director.


                                     - 14 -






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<PAGE>



     Section 4.5 Quorum. At all meetings of the Board a majority of the
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 4.6 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

     Section 4.7 Telephone Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any.committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by


                                     - 15 -






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<PAGE>



means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in person at the
meeting.

                                   ARTICLE 5

                            COMMITTEES OF DIRECTORS

Section 5.1 Designation.

          (a) The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.

          (b) In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

          (c) Any such committee, to the extent provided in the resolution of
the Board of Directors designating the committee, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it;


                                     - 16 -






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<PAGE>



but no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or
to authorize the issuance of stock. Such committee or committees shall have
such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. 

     Section 5.2 Records of Meetings. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.

                                   ARTICLE 6

                                    NOTICES

     Section 6.1 Method of Giving Notice. Whenever, under any provision of the
law or of the Certificate of Incorporation or of these By-Laws, notice is
required to be given to any Director or stockholder, such notice shall be given
in writing by the Secretary or the person or persons calling the meeting by
leaving such notice with such Director or stockholder at his


                                     - 17 -






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<PAGE>



residence or usual place of business or by mailing it addressed to such Director
or stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by telegram.

     Section 6.2 Waiver. Whenever any notice is required to be given under any
provision of law or of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.

                                   ARTICLE 7

                                    OFFICERS

     Section 7.1 In General. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary and a
Treasurer. The Board of Directors may also choose a Chairman of the Board, one
or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same


                                     - 18 -






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<PAGE>



person, unless the Certificate of Incorporation or these By-Laws otherwise
provide.

     Section 7.2 Election of President, Secretary and Treasurer. The Board of
Directors at its first meeting after each annual meeting of stockholders shall
choose a President, a Secretary and a Treasurer.

     Section 7.3 Election of Other Officers. The Board of Directors may appoint
such other officers and agents as it shall deem appropriate who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.

     Section 7.4 Salaries. The salaries of all officers and agents of the
Corporation may be fixed by the Board of Directors.

     Section 7.5 Term of Office. The officers of the Corporation shall hold
office until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time in the manner specified in Section 8.2.

     Section 7.6 Duties of President and Chairman of the Board. The President
shall be the chief executive officer of the Corporation, shall preside at all
meetings of the stockholders and, if he is a Director, at all meetings of the
Board of Directors if there shall be no Chairman of the Board or in the absence
of the Chairman of the Board, shall have


                                     - 19 -






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<PAGE>



general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The Chairman of the
Board, if any, shall make his counsel available to the other officers of the
Corporation, shall be authorized to sign stock certificates on behalf of the
Corporation, shall preside at all meetings of the Directors at which he is
present, and, in the absence of the President at all meetings of the
stockholders, and shall have such other duties and powers as may from time to
time be conferred upon him by the Directors.

     Section 7.7 Duties of Vice President. In the absence of the President or in
the event of his inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order
designated by the Directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President not otherwise
conferred upon the Chairman of the Board, if any, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President. The


                                     - 20 -






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<PAGE>



Vice-Presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

     Section 7.8 Duties of Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-Laws, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the Corporation under
his direction) and of the corporate seal of the Corporation.

     Section 7.9 Duties of Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.


                                     - 21 -






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<PAGE>



     Section 7.10 Duties of Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of this office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 7.11 Duties of Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors


                                     - 22 -






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<PAGE>



(or if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE 8

                      RESIGNATIONS, REMOVALS AND VACANCIES

     Section 8.1 Directors.

          (a) Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors or the President or the Secretary. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          (b) Removals. Subject to any provisions of the Certificate of
Incorporation, the holders of stock entitled to vote for the election of
Directors may, at any meeting called for the purpose, by vote of a majority of
the shares of such stock outstanding, remove any Director or the entire Board of
Directors with or without cause and fill any vacancies thereby created. This
Section 8.1(b) may not be altered, amended or repealed except by the holders of
a majority of the shares of stock issued and outstanding and entitled to vote
for the election of the Directors.


                                     - 23 -






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<PAGE>



          (c) Vacancies. Vacancies occurring in the office of Director and newly
created Directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, unless previously filled by the stockholders entitled to
vote for the election of Directors, and the Directors so chosen shall hold
office subject to the By-Laws until the next annual election and until their
successors are duly elected and qualify or until their earlier resignation or
removal. If there are no Directors in office, then an election of Directors may
be held in the manner provided by statute.

     Section 8.2 Officers.

     Any officer may resign at any time by giving written notice to the Board of
Directors or the President or the Secretary. Such resignation shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The
Board of Directors may, at any meeting called for the purpose, by vote of a
majority of their entire number, remove from office any officer of the
Corporation or any member of a committee, with or without cause. Any vacancy
occurring in the office of President, Secretary or Treasurer shall be filled by
the Board of Directors and the officers so chosen shall hold office subject to
the By-Laws for the unexpired term in respect of which the vacancy occurred and
until their


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<PAGE>



successors shall be elected and qualify or until their earlier resignation or
removal.

                                   ARTICLE 9

                              CERTIFICATE OF STOCK

     Section 9.1 Issuance of Stock. The Directors may, at any time and from time
to time, if all of the shares of capital stock which the Corporation is
authorized by its Certificate of Incorporation to issue have not been issued,
subscribed for, or otherwise committed to be issued, issue or take subscriptions
for additional shares of its capital stock up to the amount authorized in its
Certificate of Incorporation. Such stock shall be issued and the consideration
paid therefor in the manner prescribed by law.

     Section 9.2. Right to Certificate; Form. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a
Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation; provided that the Directors may provide by one or
more resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertified shares. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid


                                     - 25 -






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<PAGE>



shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     Section 9.3 Facsimile Signature. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 9.4 Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.


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<PAGE>



     Section 9.5 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 9.6 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE 10

                                INDEMNIFICATION

     Section 10.1 Third Party Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a


                                     - 27 -






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<PAGE>



Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
Director, officer, employee or agent of the Corporation, or is


                                     - 28 -






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<PAGE>



or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a Director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.


                                     - 29 -






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<PAGE>



     Section 10.4 Authorization. Any indemnification under Sections 10.1 and
10.2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 10.1 and 10.2.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable or, even if
obtainable a quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses. Expenses incurred by an officer
or Director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such officer or Director to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article 10. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.


                                     - 30 -






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<PAGE>



     Section 10.6 Non-Exclusiveness. The indemnification provided by this
Article 10 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 10.7 Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions
of this Article 10.

     Section 10.8 Constituent Corporations. The Corporation shall have power to
indemnify any person who is or was a director, officer, employee or agent of a
constituent corporation absorbed in a consolidation or merger with this


                                     - 31 -






 <PAGE>


<PAGE>



Corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, in the same manner as hereinabove
provided for any person who is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

     Section 10.9 Additional Indemnification. In addition to the foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined (in the manner prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

                                   ARTICLE 11

                              EXECUTION OF PAPERS

     Except as otherwise provided in these By-Laws or as the Board of Directors
may generally or in particular cases otherwise determine, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
President or the Treasurer.


                                     - 32 -






 <PAGE>


<PAGE>



                                   ARTICLE 12

                                  FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE 13

                                      SEAL

     The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                   ARTICLE 14

                                    OFFICES

     In addition to its principal office, the Corporation may have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE 15

                                   AMENDMENTS

     Except as otherwise provided herein, these By-Laws may be altered, amended
or repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such


                                     - 33 -






 <PAGE>


<PAGE>



alteration, amendment, repeal or adoption of new By-Laws is contained in the
notice of such special meeting, or by the written consent of a majority in
interest of the outstanding voting stock of the Corporation or by the unanimous
written consent of the Directors. If the power to adopt, amend or repeal by-laws
is conferred upon the Board of Directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal by-laws.


                                     - 34 -


<PAGE>






</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>41
<DESCRIPTION>EXHIBIT 3.40
<TEXT>

<PAGE>


                                  KELRAE, INC.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

             SECTION 1. Registered Office in Delaware. The registered office of
the Corporation (as defined in Article IX below) in the State of Delaware shall
be located at 103 Foulk Road, Suite 202, in the City of Wilmington, County of
New Castle, and the name of the resident agent in charge thereof shall be The
Corporation Trust Company.

             SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 103 Foulk Road, Suite 202,
Wilmington, Delaware, or such other location as the Board of Directors shall
determine.

             SECTION 3. Other Offices. In addition to the registered office in
the State of Delaware and the principal executive office, the Corporation may
have offices at such other places within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

             SECTION 1. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the









 <PAGE>


<PAGE>





Board of Directors within thirteen (13) months after the date of the preceding
annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

             SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

             SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

             SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

             SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the

                                        2








 <PAGE>


<PAGE>





purpose of notice. If a stockholder gives no address to the Corporation for the
purpose of notice, notice is duly given to such stockholder if sent by mail or
other means of written communication addressed to the place where the registered
office of the Corporation is situated, or if published, at least once in a
newspaper of general circulation in the county in which such office is located.

             SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

             SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

             SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place

                                        3








 <PAGE>


<PAGE>





where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder.

             SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that the
affirmative vote of a plurality in voting power present in person or represented
by proxy and entitled to vote shall be required to effect elections of
directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

             SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

             SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the

                                        4








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<PAGE>





affirmative vote of a majority of the Board of Directors, shall act as chairman
of the meeting. The Secretary of the Corporation or, in the absence of such
officer, an Assistant Secretary, if any, in attendance or, in the absence of the
Secretary and an Assistant Secretary, an individual appointed by the chairman of
the meeting shall act as secretary of the meeting and keep a record of the
proceedings of the meeting.

             SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation and to determine all
questions arising thereat relating to the order of business and the conduct of
the meeting, except as otherwise required by law.

             SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

        (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

        (B)  brought before the meeting at the direction of the President or the
             Board of Directors.

             SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                        5








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<PAGE>





                                   ARTICLE III

                               Board of Directors

             SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

             SECTION 2. Qualification of Director. Each director shall be at
least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

             SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

             SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

             SECTION 5. Vacancies. Any vacancy in the Board of Directors caused
by death, resignation, retirement, disqualification or removal or any other
cause (including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent

                                        6








 <PAGE>


<PAGE>





director.

             SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the President or the Secretary of the Corporation. The
acceptance of a resignation shall not be necessary to make it effective, but no
resignation shall discharge any accrued obligation or duty of a director.

             SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

             SECTION 8. Quorum of Directors. Except as otherwise required by law
or by the Certificate of Incorporation or by these By-Laws, (i) a majority of
the directors in office at the time of a duly assembled meeting shall constitute
a quorum and be sufficient for the transaction of business, and (ii) any act of
a majority of the directors present at a meeting at which there is a quorum
shall be the act of the Board of Directors.

             SECTION 9. Place of Meeting. Subject to the provisions of Section
10 of this Article III, the Board of Directors may hold any meeting at such
place or places within or without the State of Delaware as it may determine.

             SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

                                        7








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<PAGE>





             SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

             SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

             SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

             SECTION 14. Organization. A majority of the directors present may
elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

             SECTION 15. Order of Business. Unless otherwise determined by the
Board of Directors the order of business and rules of order at any meeting of
the Board of Directors shall be determined by the chairman of the meeting.

             SECTION 16. Adjournment. Any meeting of the Board of Directors may
be adjourned from time to time by a majority of the directors present, whether
or not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the

                                        8








 <PAGE>


<PAGE>





announcement of such adjournment at the meeting.

             SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

             SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
the Board of Directors or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting in such manner shall constitute presence in person at such a meeting.

             SECTION 19. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                        9








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<PAGE>





                                   ARTICLE IV

                             Committees of Directors

             SECTION 1. Committees. By resolution adopted by the affirmative
vote of a majority of the Board of Directors, the Board of Directors may appoint
one or more committees, which may include as members directors only or directors
and non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

             SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any vacancy
in the membership of such committee. Any committee appointed pursuant to Section
1 of this Article IV shall exist at the pleasure of the Board of Directors,
which Board shall have the power at any time by the affirmative vote of a
majority of the Board of Directors to change the powers and duties of any such
committee or to dissolve it.

             SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called

                                       10








 <PAGE>


<PAGE>





by the chairman of such committee or by the Chairman and Chief Executive Officer
or by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

             SECTION 1. Executive Officers. At the organization meeting of the
Board of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The

                                       11








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Board of Directors may from time to time appoint such other officers and agents
of the Corporation as the interests of the Corporation may require and may fix
their duties and terms of office. To the extent permitted by law, any number of
offices may be held by the same person.

             SECTION 2. Other Officers. In addition to the Executive Officers
elected by the Board of Directors pursuant to Section 1 of this Article V, the
President may from time to time appoint such other officers of the Corporation,
including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Corporation may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman, Chairman Emeritus, Vice Chairman,
President, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 3 of this Article V, such officer's term of office.

             SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing President; provided, however, that no
such term shall be for a period longer than the term of office of the appointing
President.

             SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the President.

                                       12








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             SECTION 5. Vacancies. A vacancy in any Executive Office or Other
Office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. A vacancy in any Other Office arising from any
cause may be filled for the unexpired portion of the term by the President.

             SECTION 6. Compensation of Officers. The salaries or compensation,
if any, of the President shall be fixed by the Board of Directors. The salaries
or compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

             SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The
Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

             SECTION 8. President. The President shall be the chief executive
officer and chief operating officer of the Corporation and, subject to the
control of the Board of Directors, shall have general charge and control of the
business, operations and affairs of the Corporation, with power and authority,
when acting in the ordinary course of business of the Corporation, in the name
and on behalf of the Corporation and under its seal attested by the Secretary or
an Assistant Secretary of the Corporation, or otherwise, to, (i) execute and
deliver agreements, contracts, certificates and other instruments, (ii) purchase
and accept delivery of stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, whether
negotiable or non-negotiable, (iii) sell, assign, transfer and deliver all
stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and

                                       13








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<PAGE>





maintain accounts with banking institutions, including investment banks and
brokerage firms. Such officer shall perform all other duties and enjoy all other
powers which are commonly incident to the office of President or which are
delegated to such officer by the Board of Directors shall preside at meetings of
stockholders of the Corporation.

             SECTION 9. Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents Elected by the Board. The Executive Vice Presidents, the Senior
Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the President.

             SECTION 10. Secretary. The Secretary shall record the proceedings
of all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

             SECTION 11. Treasurer. The Treasurer shall have custody and control
of all funds and securities of the Corporation, except as otherwise provided by
the Board of Directors. Such officer shall keep full and accurate accounts of
all receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of

                                       14








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Directors, and shall render to the President or the Board of Directors, whenever
any of them may require it, an account of all such officer's transactions as
Treasurer and an account of the financial condition of the Corporation. Such
officer shall also perform such other duties as may from time to time be
assigned to such officer by the Board of Directors or the President.

             SECTION 12. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

             SECTION 1. Certificates. Each stockholder of the Corporation shall
be entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

             In case any officer, Transfer Agent or Registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, Transfer Agent or Registrar at the date of issue.

             All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name

                                       15








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<PAGE>





of the Person owning the shares represented thereby, with the number of shares
and the date of issue. The names and addresses of all Persons owning shares of
the Corporation, with the number of shares owned by each and the date or dates
of issue of the shares held by each, shall be entered in the books of the
Corporation kept for that purpose by the proper officers, agents or employees of
the Corporation.

             The Corporation shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other Persons, whether
or not it has actual or other notice thereof, except as provided by law.

             SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

             SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against

                                       16








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<PAGE>





any claim that may be made against the Corporation and its Transfer Agent or
Agents, Registrar or Registrars, and that the owner requesting such new
certificate or certificates obtain a final order or decree of a court of
competent jurisdiction as such owner's right to receive such new certificate or
certificates.

             SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with
such proof or guarantee of the authenticity of the signature as the Corporation
or its agents may reasonably require.

             SECTION 5. Transfer Agents and Registrars. The Corporation may have
one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

             SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date,

                                       17








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which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any meeting of stockholders nor more than sixty (60) days before the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed, shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

             SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the President shall have
any power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable

                                       18








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<PAGE>





pecuniarily for any purpose or to any amount.

             SECTION 2. Loans. No loan shall be contracted in the name or on
behalf of the Corporation, and no evidence of indebtedness shall be issued,
endorsed or accepted in its name, or on its behalf, unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other Officer, agent or employee
thereunto authorized may effect loans and advances at any time for the
Corporation from any Person (including any bank, trust company or other
institution) and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized as aforesaid, as security for the payment of any and all loans
and advances may make, execute and deliver promissory notes or other evidences
of indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

             SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the President
and or such other Executive Officer or Other Officer, agent, attorney, or
employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

             SECTION 4. Proxies in Respect of Securities of Other Corporations.
The President and such other Executive or Other Officers as are designated by
the President are authorized to vote by casting a ballot in person or by voting
by proxy on behalf of the Corporation

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<PAGE>





the shares owned by the Corporation of the stock or other securities in any
other Corporation at meetings of the holders of the stock or other securities of
such other corporation, or to consent in writing, in the name of the Corporation
as such holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

        The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

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                                   ARTICLE IX

                                   Definitions

        For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

        "Corporation" shall mean Kelrae, Inc.

        "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

        "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

        "Other Officer" shall have the meaning set forth in Section 2 of Article
V of these By-Laws.

        "Person" shall mean any individual, firm, corporation or other entity.

        "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

        "Voting Shares" shall mean any issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

             SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate books shall be kept

                                       21








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<PAGE>




by the Secretary or by any other officer or agent designated by the Board of
Directors.

             SECTION 2. Dividends and Reserves. The Board of Directors, from
time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

             SECTION 3. Seal. The corporate seal of the Corporation shall be in
the form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

             SECTION 4. Fiscal Year. The fiscal year of the Corporation shall
end on the last day of December in each year unless the Board of Directors shall
determine otherwise.

                                   ARTICLE XI

                                   Amendments

        All By-Laws of the Corporation shall be subject to alteration, amendment
or repeal, in whole or in part, and new By-Laws not inconsistent with Delaware
Law or any provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of stockholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article IX above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not less
than two-thirds of the directors of the Corporation then holding office and
entitled to vote on such issue.


                                       22



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</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>42
<DESCRIPTION>EXHIBIT 3.41
<TEXT>

<PAGE>


                                   EXHIBIT A

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          MILLROSE DISTRIBUTORS, INC.


                              ARTICLE I - OFFICES

         1. REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS.

         The corporation's registered office shall be 40 Fulton Street, New
Brunswick, New Jersey 08901, and the registered agent is Joseph J. Rosamilia.
The Corporation's principal place of business shall be 40 Fulton Street, New
Brunswick, New Jersey 08901.


                            ARTICLE II - SHAREHOLERS

         2. PLACE OF MEETINGS.

         Meeting of Shareholders shall be held at the principal office of the
Corporation or at such place within or without the State of New Jersey as the
Board shall authorize.

         3. ANNUAL MEETING.

         The annual meeting of the Shareholders shall be held on April 1 at
10:00 a.m. in each year if not a legal holiday and if a legal holiday, then on
the next business day following at the same hour, when the Shareholders shall
elect a Board and transact such other business as may properly come before the
meeting.

         3. SPECIAL MEETINGS.

         Special meetings of the Shareholders may be called by the Board or by
the President and shall be called by the President or the Secretary at the
request in writing of one director or at the request in writing by Shareholders
owning a majority in amount of






 <PAGE>


<PAGE>




the shares issued and outstanding. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at a special meeting shall
be confined to the purposes stated in the notice.

         4. NOTICE OF MEETING OF SHAREHOLDERS.

         Written notice of the time, place, and purpose or purposes of every
meeting of the Shareholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail,
to each Shareholder of record entitled to vote at the meeting. Directors in
office shall be entitled to notice of all meetings of Shareholders and shall be
entitled to attend such meetings. In computing the time for giving notice, the
day on which notice is given shall be excluded.

         When a meeting is adjourned to another time or place, it shall not be
necessary unless the Bylaws otherwise provide, to give notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken and at the adjourned meeting only
such business is transacted as might have been transacted at the original
meeting. However, if, after the adjournment, the Board fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Shareholder of record on the new record date entitled to notice.


                                     - 2 -






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<PAGE>




         5. SHAREHOLDERS' RIGHTS - FIXING OF RECORD DATE BY DIRECTORS.

         For the purpose of determining Shareholders or Directors entitled to
notice of or to vote at any meeting of Shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining Shareholders entitled to receive payment of any
dividend or allotment of any right, or for the purpose of any other action,
the Board of Directors may fix in advance a date as the record date for any
determination of Shareholders. This date in any ca se shall be not more than
sixty (60) days, and in the case of a meeting of Shareholders, not less than ten
(10) days prior to the date on which the particular action requiring the
determination of Shareholders is to be taken.

         6. SHAREHOLDERS' RIGHTS - FIXING OF RECORD
            DATE WHERE DIRECTORS FAIL TO ACT.

         If no record date is fixed for the determination of Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled to
receive payment of any dividend or allotment of any right, or for the purpose of
any other action, the record date for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be the
close of business on the day next preceding the day on which notice is given, or
if no notice is given, the day next preceding the day on which the meeting is
held. The record date for deter-


                                       3






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<PAGE>




mining Shareholders, for any purpose other than giving notice to those entitled
to vote at or entitled to notice of a meeting of Shareholders, shall be at the
close of business on the day on which the resolution of the Board relating
thereto is adopted.

         When a determination of Shareholders of record entitled to notice of or
to vote at any meeting of the Shareholders has been made, such determination
shall apply to any adjournment thereof, unless, pursuant to the authority
granted to the Board in Article V hereof, the Board fixes a new record date for
the adjourned meeting.

         7. WAIVER OF NOTICE OR OF LAPSE OF TIME.

              (a) Notice of meeting need not be given to any Shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. No Shareholders' meeting may be held without notice to Directors then
in office. The attendance of any Shareholder at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.

              (b) Whenever Shareholders are authorized to take any action after
the lapse of a prescribed period of time, the action may be taken without such
lapse if such requirement is waived in writing, in person or by proxy, before or
after the taking of such action, by every Shareholder entitled to vote thereon
as at the date of the taking of such action.


                                      - 4 -






 <PAGE>


<PAGE>




         8. ACTION BY SHAREHOLDERS WITHOUT A MEETING.

         Any action required or permitted to be taken at a meeting of
Shareholders by statute, the Certificate of Incorporation, or Bylaws, may only
be taken at a meeting to which the Directors then in office are invited, or upon
the written consent of Shareholders who would have been entitled to cast the
minimum number of votes which would be necessary to authorize such action. The
written consents of the Shareholders consenting thereto shall be filed with the
minutes of proceedings of Shareholders.

         9. QUORUM OF SHAREHOLDERS.

         Unless otherwise provided in the Certificate of Incorporation, the
holders of shares entitled to cast a majority of the votes at a meeting shall
constitute a quorum at such meeting. The Shareholders present in person or by
proxy at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough Shareholders to leave
less than a quorum. Less than a quorum may adjourn.


                            ARTICLE III - DIRECTORS

         1. BOARD OF DIRECTORS.

         Subject to any provision in the Certificate of Incorporation, the
business of the Corporation shall be managed by its Board of Directors, each
of whom shall be at least eighteen (18) years of age and otherwise qualified
pursuant to law.

         2. NUMBER OF DIRECTORS.

         The number of Directors shall not be less than one (1) or more than
five (5).


                                      - 5 -






 <PAGE>


<PAGE>




         3. TERM OF DIRECTORS.

         The initial Directors of the Corporation, or any successors thereto
who may be elected by the Shareholders at a special meeting or by written
consent prior to the first annual meeting of Shareholders, shall hold office
until the first annual meeting of Shareholders, and thereafter, until their
successors shall have been elected and qualified. At the first annual meeting of
Shareholders and at each annual meeting thereafter, the Shareholders shall
elect Directors to hold office until the next succeeding annual meeting, and
thereafter until their successors shall have been elected and qualified.

         4. QUORUM OF BOARD OF DIRECTORS AND COMMITTEES; ACTION OF DIRECTORS
            WITHOUT A MEETING.

         If more than one person shall have been elected to the Board of
Directors of the Corporation, the participation of directors with a majority of
the votes of the entire Board shall constitute a quorum for the transaction of
all business. Any action authorized or permitted to be taken at a meeting of the
Board may be taken without a meeting if, prior or subsequent to such action, the
total authorized number of Directors of the Corporation unanimously consent
thereto in writing and such written consents are filed with the minutes of the
proceedings of the Board. Such consent shall have the same effect as a unanimous
vote of the Board for all purposes.


                                      - 6 -






 <PAGE>


<PAGE>




         5. PLACE OF BOARD MEETINGS.

         Meetings of the Board may be held either within or without the State of
New Jersey.

         6. REGULAR MEETINGS OF DIRECTORS.

         A regular annual meeting of the Board shall be held immediately
following the annual meeting of Shareholders at the place of such annual
meeting of Shareholders. In addition, other regular Board meetings may be held
at such times and places as may be determined by the Directors.

         7. SPECIAL MEETINGS OF DIRECTORS.

         Special meetings of the Board may be called either by Directors or by
the President.

         8. NOTICE OF MEETINGS OF THE BOARD.

         Notice of the time, date, and place of meetings of the Board shall be
given by the Secretary to each Director by one of the following methods: (a) By
mailing written notice not less than four (4) days before the meeting date; (b)
by personal notice (including telephonic notice) which is given to the Director
or a responsible individual in the household or place of business of the
Director twenty-four (24) hours prior to the time for convening such meeting;
(c) or by telegram, cable, or radiogram addressed to the Director at his regular
business office or other address appearing on the Corporation's records and
delivered for transmittal twenty-four (24) hours prior to the time for
convening such meeting. Presence of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends


                                      - 7 -






 <PAGE>


<PAGE>




a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in the notice or waiver of notice of such
meeting. Notice of any meeting need not be given to any Director who signs a
waiver of notice, written before or after the meeting. In computing the time for
giving notice, the day on which notice is given shall be excluded. 


                             ARTICLE IV - OFFICERS

         1. OFFICES, ELECTION, TERM, SALARIES, SECURITY.

              a. The offices of the Corporation shall consist of a President, a
Secretary, a Treasurer, one or more Vice Presidents, and such other offices as
the Board may determine. The officers shall be elected or appointed by the
Board.

              b. Any two or more offices may be held by the same person.

              c. Any officer elected or appointed as herein provided shall hold
office until the next regular meeting of the Board following the annual meeting
of Shareholders, or until a successor is elected or appointed and has qualified,
subject to earlier termination by removal or resignation.

              d. All officers of the Corporation, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be


                                      - 8 -






 <PAGE>


<PAGE>




provided in the By-Laws, or as may be determined by resolution of the Board not
inconsistent with the Bylaws. 

              e. The salaries, if any, of all officers shall be fixed by the
Board.

              f. In case the Board shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and with such
surety or sureties as the Board may direct, conditioned upon the faithful
performance of his duties to the Corporation and including responsibility for
negligence and for the accounting for all property, funds, or securities of the
Corporation which may come into his hands.

         2. DELEGATION OF DUTIES.

         In case of the absence of any officer of the Corporation, or for any
other reason that may seem sufficient to the Board, the Directors may, by a
majority vote of the Board, delegate the powers and duties of such officer for
the time being to any other officer or to any Director.

         3. REMOVAL AND RESIGNATION OF OFFICERS; FILLING OF VACANCIES.

              a. Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

              b. An officer may resign by written notice to the Corporation.
The resignation shall be effective upon receipt thereof by the Corporation or at
such subsequent time as shall be specified in the notice of resignation.


                                      - 9 -






 <PAGE>


<PAGE>




              c. Any vacancy occurring among the officers, however caused, may
be filled by election or appointment by the Board.

              4. PRESIDENT.

              The President shall be the chief executive officer of the
Corporation. He shall attend all meetings of the Shareholders and such meetings
of the Board as the Board may require. He shall direct the management of the
business of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.

              5. VICE PRESIDENTS.

              During the absence or disability of the President, the Vice
President, or if there are more than one, a Vice President designated by the
Board, shall have all the powers and functions of the President. Each Vice
President shall perform such other duties as the Board shall prescribe.

              6. SECRETARY.

              The Secretary shall: attend all meetings of the Board and of the
Shareholders; record all votes and minutes of all proceedings in a book to be
kept for that purpose; give or cause to be given notice of all meetings of
Shareholders and of special meetings of the Board; keep in safe custody the
seal of the Corporation and affix it to any instrument when authorized by the
Board; when required, cause to be prepared and available at each meeting of
Shareholders a list of Shareholders entitled to vote thereat, indicating the
number of shares held by each; keep all the docu-


                                     - 10 -






 <PAGE>


<PAGE>




ments and records of the Corporation, as required by law or otherwise, in a
proper and safe manner; and perform such other duties as may be prescribed by
the Board.

              7. ASSISTANT SECRETARIES.

              During the absence or disability of the Secretary, the Assistant
Secretary, if there be one, or, if there are more than one, the one so
designated by the Secretary or by the Board, shall have all the powers and
functions of the Secretary.

              8. TREASURER.

              The Treasurer shall: have custody of the Corporate funds and
securities; keep full and accurate accounts of receipts and disbursements in the
corporate books; deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board; disburse the funds of the Corporation as may be ordered or authorized by
the Board and preserve proper vouchers for such disbursements; render to the
President and Board at the regular meetings of the Board, or whenever they
require it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation; render a full financial report at the annual
meeting of the Shareholders if so requested; be furnished by all corporate
officers and agents at his request with such reports and statements as he may
require as to all financial transactions of the Corporation; and perform such
other duties as are given to him by the Bylaws or as from time to time are
assigned to him by the Board or the President.


                                     - 11 -






 <PAGE>


<PAGE>




              9. ASSISTANT TREASURER.

During the absence or disability of the Treasurer, the Assistant Treasurer, if
there be one, or, if there are more than one, the one so designated by the
Treasurer or by the Board, shall have all the powers and functions of the
Treasurer.


             ARTICLE V - CERTIFICATES FOR SHARES AND DIVIDENDS

              1. FORM AND EXECUTION OF CERTIFICATES.

              Certificates for shares of stock of the Corporation shall be in
such form as may be determined by the Board of Directors. They shall be signed
by the President or a Vice President and by the Secretary or an Assistant
Secretary, and the seal of the Corporation or a facsimile thereof shall be
affixed thereto.

              2. TRANSFER OF SHARES.

              Shares of stock may be transferred on the books of the Corporation
by delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or by written power of attorney to
assign and transfer the same signed by the record holder of the certificate or
by the holder's duly authorized attorney. Except as otherwise specifically pro-
vided in these Bylaws, no shares shall be transferred on the books of the
Corporation until the outstanding certificate therefor has been surrendered to
the Corporation. Notwithstanding anything contained herein to the contrary, no
shareholder may transfer his shares except to the Corporation or to another
individual who is eligible to be a shareholder of the Corporation. Each stock
certificate shall bear the following legend:


                                     - 12 -






 <PAGE>


<PAGE>




         This stock certificate may only be transferred to the Corporation
         or to an individual who is eligible to be a shareholder of the
         Corporation.

         3. LOSS OR DESTRUCTION OF CERTIFICATES.

         In case of loss or destruction of any certificate for shares of stock,
another may be issued in its place upon proof of such loss or destruction and
upon the giving of a bond of indemnity satisfactory to the Corporation.

         4. OWNERSHIP.

         The Corporation will be entitled to treat the registered owner of any
share of stock as the absolute owner thereof and, accordingly, will not be bound
to recognize any beneficial, equitable or other claim to, or interest in, such
share on the part of any other person, whether or not it has notice thereof,
except as may expressly be provided by statute.

         5. DIVIDENDS.

              a. Subject to the provisions of the Certificate of Incorporation
and to applicable law, the Corporation may, from time to time, by action of its
Board. declare and pay dividends or make other distributions on its outstanding
shares in cash or in its own shares or in its bonds or other property, including
the shares or bonds of other corporations, except when the Corporation is
insolvent or would thereby be made insolvent.

              b. Dividends may be declared or paid and other distributions may
be made out of surplus only, except as otherwise provided by statute.


                                     - 13 -






 <PAGE>


<PAGE>




                          ARTICLE VI - CORPORATE SEAL

              The seal of the Corporation shall be circular in form and bear
the name of the Corporation, the year of its organization, and the words
"Corporate Seal, New Jersey". The seal may be used by causing it to be impressed
directly on the instrument or writing to be sealed, or upon adhesive substance
affixed thereto. The seal on the certificates for shares or on any corporate
obligation for the payment of money may be a facsimile, engraved or printed.


                           ARTICLE VII - FISCAL YEAR

              The fiscal year shall begin the first day of each calendar year.


                         ARTICLE VIII - BY-LAW CHANGES

              Except as limited herein, the Board of Directors or the
Shareholders may adopt, repeal, alter, or amend the Bylaws of the Corporation in
accordance with law and the Certificate of Incorporation.


                           ARTICLE IX - CONSTRUCTION

              All matters pertaining to the validity, construction and effect of
these Bylaws shall be governed by the laws of the State of New Jersey. The
invalidity or unenforceability of any particular provision of these Bylaws
shall not affect the other provisions hereof, and these Bylaws shall be so
construed in all respects as if such invalid or unenforceable provision was
omitted.


                                     - 14 -






 <PAGE>


<PAGE>




              When the context requires, words in the masculine gender shall
include the feminine and neuter genders, the plural shall include the singular,
and the singular shall include the plural.


                                     - 15 -






 <PAGE>


<PAGE>





                  CONSENT OF THE DIRECTORS AND SHAREHOLDERS OF
                          MILLROSE DISTRIBUTORS, INC.
                               IN LIEU OF MEETING
                             ----------------------


The undersigned, being all the directors and shareholders of MILLROSE
DISTRIBUTORS, INC., a New Jersey corporation, consent to and authorize the
following:

         RESOLVED, that the directors and shareholders hereby authorize the
         adoption of An amendment to Article V, Item 2 (Transfer of Shares) of
         the ByLaws, to delete certain language so that Article V, Item 2., as
         amended, shall read in its entirety as follows:

              2. TRANSFER OF SHARES.

              Shares of stock may be transferred on the books of the Corporation
              by delivery of the certificates therefor, accompanied either by an
              assignment in writing on the back of the certificates or by
              written power of attorney to assign and transfer the same signed
              by the record holder of the certificate or by the holder's duly
              authorized attorney. Except as otherwise specifically provided in
              these Bylaws, no shares shall be transferred on the books of the
              Corporation until the outstanding certificate therefor has been
              surrendered to the Corporation.


/s/ Joseph J. Rosamilia                    /s/ Sandra L. Rosamilia
-------------------------------------      -------------------------------------
Joseph J. Rosamilia                        Sandra L. Rosamilia
Director and Shareholder                   Director and Shareholder


/s/ Anthony S. Rosamilia                   /s/ Joseph M. Rosamilia
-------------------------------------      -------------------------------------
Anthony S. Rosamilia                       Joseph M. Rosamilia
Shareholder                                Shareholder 


                                           /s/ Dana M. Karl
                                           -------------------------------------
Dated: February 22, 1999                   Dana M. Karl, Shareholder




<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>43
<DESCRIPTION>EXHIBIT 3.42
<TEXT>

<PAGE>


                              RC/ARBY'S CORPORATION

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

             SECTION 1. Registered Office in Delaware. The registered office of
the Corporation (as defined in Article X below) in the State of Delaware shall
be located at 1209 Orange Street in the City of Wilmington, County of New
Castle, and the name of the resident agent in charge thereof shall be The
Corporation Trust Company.

             SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 900 Third Avenue, New York, New
York 10022, or such other location as the Board of Directors shall determine.

             SECTION 3. Other Offices. In addition to the registered office in
the State of Delaware and the principal executive office, the Corporation may
have offices at such other places within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

             SECTION 1. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article X below) and these By-Laws shall be held
on the date and at the time fixed from time to time by the Board of Directors
within thirteen (13) months after the date of the preceding








 <PAGE>


<PAGE>





annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

             SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the Chairman and Chief
Executive Officer, the President and the Chief Operating Officer or the Board of
Directors.

             SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

             SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

             SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's

                                        2








 <PAGE>


<PAGE>





address appearing on the books of the Corporation or given by such stockholder
to the Corporation for the purpose of notice. If a stockholder gives no address
to the Corporation for the purpose of notice, notice is duly given to such
stockholder if sent by mail or other means of written communication addressed to
the place where the registered office of the Corporation is situated, or if
published, at least once in a newspaper of general circulation in the county in
which such office is located.

             SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

             SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

             SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for

                                        3








 <PAGE>


<PAGE>





a period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder.

             SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that the
affirmative vote of a plurality in voting power present in person or represented
by proxy and entitled to vote shall be required to effect elections of
directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

             SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a

                                        4








 <PAGE>


<PAGE>





notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

             SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the Chairman and Chief Executive Officer or, in the absence of such
officer, the President and Chief Operating Officer or, in the absence of both
such officers, such individual as shall have been designated by the Chairman and
Chief Executive Officer or, if such officer has not done so, then by the
President and Chief Operating Officer, or if such officer has not done so, by a
resolution adopted by the affirmative vote of a majority of the Board of
Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

             SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation and to determine all
questions arising thereat relating to the order of business and the conduct of
the meeting, except as otherwise required by law.

             SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

             (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board

                                        5








 <PAGE>


<PAGE>





of Directors; or

             (B) brought before the meeting at the direction of the Chairman and
Chief Executive Officer, President and Chief Operating Officer or the Board of
Directors.

             SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                   ARTICLE III

                               Board of Directors

             SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

             SECTION 2. Qualification of Director. Each director shall be at
least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

             SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

             SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

                                        6








 <PAGE>


<PAGE>





             SECTION 5. Vacancies. Any vacancy in the Board of Directors caused
by death, resignation, retirement, disqualification or removal or any other
cause (including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

             SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the Chairman and Chief Executive Officer, the President
and Chief Operating Officer or the Secretary of the Corporation. The acceptance
of a resignation shall not be necessary to make it effective, but no resignation
shall discharge any accrued obligation or duty of a director.

             SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

             SECTION 8. Quorum of Directors. Except as otherwise required by law
or by the Certificate of Incorporation or by these By-Laws, (i) a majority of
the directors in office at the time of a duly assembled meeting shall constitute
a quorum and be sufficient for the transaction of business, and (ii) any act of
a majority of the directors present at a meeting at which there is

                                        7








 <PAGE>


<PAGE>





a quorum shall be the act of the Board of Directors.

             SECTION 9. Place of Meeting. Subject to the provisions of Section
10 of this Article III, the Board of Directors may hold any meeting at such
place or places within or without the State of Delaware as it may determine.

             SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

             SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

             SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman and Chief Executive Officer, the
President and Chief Operating Officer or any two directors, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

             SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

             SECTION 14. Organization. The Chairman and Chief Executive Officer
or, in the absence of such officer, the President and Chief Operating Officer
shall call meetings of the

                                        8








 <PAGE>


<PAGE>





Board of Directors to order and shall act as the chairman thereof. In the
absence of the Chairman and Chief Executive Officer and the President and Chief
Operating Officer, a majority of the directors present may elect as chairman of
the meeting any director present. The Secretary of the Corporation or, in the
absence of such officer, an Assistant Secretary in attendance or, in the absence
of the Secretary and an Assistant Secretary, an individual appointed by the
chairman of the meeting shall act as a secretary of the meeting and keep a
record of the proceedings of the meeting.

             SECTION 15. Order of Business. Unless otherwise determined by the
Board of Directors the order of business and rules of order at any meeting of
the Board of Directors shall be determined by the chairman of the meeting.

             SECTION 16. Adjournment. Any meeting of the Board of Directors may
be adjourned from time to time by a majority of the directors present, whether
or not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

             SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

             SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any

                                        9








 <PAGE>


<PAGE>





committee thereof may participate in a meeting of the Board of Directors or of
such committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting in such manner shall
constitute presence in person at such a meeting.

             SECTION 19. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

             SECTION 1. Committees. By resolution adopted by the affirmative
vote of a majority of the Board of Directors, the Board of Directors may appoint
one or more committees, which may include as members directors only or directors
and non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of

                                       10








 <PAGE>


<PAGE>





appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

             SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any vacancy
in the membership of such committee. Any committee appointed pursuant to Section
1 of this Article IV shall exist at the pleasure of the Board of Directors,
which Board shall have the power at any time by the affirmative vote of a
majority of the Board of Directors to change the powers and duties of any such
committee or to dissolve it.

             SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting

                                       11








 <PAGE>


<PAGE>





of any committee that notice thereof shall have been given to any committee
member who is present at the meeting or, if absent, waives notice thereof in
writing filed with the records of the meeting either before or after the holding
thereof. The majority of the members of a committee shall constitute a quorum
for the transaction of committee business, and the act of a majority of the
members present at any meeting at which there is a quorum shall be the act of
the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

             SECTION 1. Executive Officers. At the organization meeting of the
Board of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a Chairman and
Chief Executive Officer, a President and Chief Operating Officer, a Secretary
and a Treasurer, and may elect as executive officers of the Corporation one or
more Chairmen Emeritus, Vice Chairmen, Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. All such executive officers elected by the Board
of Directors are referred to in these By-Laws as "Executive Officers." The Board
of Directors may from time to time appoint such other officers and agents of the
Corporation as the interests of the Corporation may require and may fix their
duties and terms of office. To the extent permitted by law, any number of
offices may be held by the same person.

             SECTION 2. Other Officers. In addition to the Executive Officers
elected by the

                                       12








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<PAGE>





Board of Directors pursuant to Section 1 of this Article V, the Chairman and
Chief Executive Officer and the President and Chief Operating Officer may from
time to time appoint such other officers of the Corporation, including Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers and Controllers, as
the interests of the Corporation may require (the "Other Officers"); provided,
however, that no Other Officer may be appointed to the office of Chairman
Emeritus, Vice Chairman, President and Chief Operating Officer, Executive Vice
President, Senior Vice President, Vice President, Secretary or Treasurer. Each
appointment of an Other Officer shall be in writing and shall set forth the
duties of the Other Officer being appointed and, subject to Section 3 of this
Article V, such officer's term of office.

             SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing Chairman and Chief Executive Officer
or President and Chief Operating Officer, as the case may be; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer.

             SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the Chairman and
Chief Executive Officer or President and Chief Operating Officer.

                                       13








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             SECTION 5. Vacancies. A vacancy in any Executive Office or Other
Office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. A vacancy in any Other Office arising from any
cause may be filled for the unexpired portion of the term by the Chairman and
Chief Executive Officer or President and Chief Operating Officer.

             SECTION 6. Compensation of Officers. The salaries or compensation,
if any, of the Chairman and Chief Executive Officer and the President and Chief
Operating Officer shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors, the Chairman and Chief Executive Officer or the President and
Chief Operating Officer.

             SECTION 7. Chairman and Chief Executive Officer. The Chairman and
Chief Executive Officer shall be Chairman of the Board of Directors and of the
Executive Committee, if any, shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall have
general charge and control of the business and affairs of the Corporation with
power and authority, when acting in the ordinary course of business of the
Corporation in the name and on behalf of the Corporation and under its seal
attested by the Secretary or an Assistant Secretary of the Corporation, or
otherwise, to (i) execute and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign
transfer and deliver all stocks, bonds, evidence of interest and indebtedness,
rights and options to acquire the same, and

                                       14








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all other securities, corporate or otherwise, now or hereafter standing in the
name of or owned beneficially by the Corporation, (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms, and (v) borrow from First Fidelity Bank, Newark, New Jersey, Midlantic
National Bank, Edison, New Jersey, Irving Trust Company, New York, New York,
Manufacturers Hanover Trust Company, New York, New York, or any other banking
institution, including investment banks and brokerage firms, such sums of money
for such periods of time and upon such terms as such officer shall deem
necessary or appropriate, and execute and deliver notes, other evidences of
indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Corporation; provided, however, that no borrowing
pursuant to this clause (v) shall have an original maturity or more than one
year. Such officer shall preside at all meetings of stockholders of the
Corporation and, the Board of Directors at which such officer is present. Such
officer shall perform all other duties and enjoy all other powers which are
commonly incident to the office of Chairman and Chief Executive Officer, or are
delegated to such officer from time to time by the Board of Directors or are or
may at any time be authorized or required by law.

             SECTION 8. Chairman Emeritus and Vice Chairmen of the Board. The
Chairman Emeritus and Vice Chairmen of the Board if there be any, shall be
members of the Board of Directors and shall have such powers and perform such
duties as may from time to time be assigned to them by the Board of Directors
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             SECTION 9. President and Chief Operating Officer. The President and
Chief Operating Officer shall be a member of the Board of Directors and of the
Executive Committee,

                                       15








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if any, shall be the chief operating officer of the Corporation responsible for
directing, administering and coordinating the business operations of the
Corporation in accordance with policies, goals and objectives established by the
Board of Directors and the Chairman and Chief Executive Officer with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation, (iv)
open and maintain accounts with banking institutions, including investment banks
and brokerage firms, and (v) borrow from First Fidelity Bank, Newark New Jersey,
Midlantic National Bank, Edison, New Jersey Irving Trust Company, New York, New
York, and Manufacturers Hanover Trust Company, New York, New York, or any other
banking institution, including investment banks and brokerage firms, such sums
of money for such periods of time and upon such terms as such officer shall deem
necessary or appropriate and execute and deliver notes, other evidences of
indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Corporation; provided, however, that no borrowing
pursuant to this clause (v) shall have an original maturity of more than one
year. Such officer shall perform all other duties and enjoy all other powers
which are commonly incident to the office of President and Chief Operating
Officer or which are delegated

                                       16








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<PAGE>





to such officer by the Board of Directors or the Chairman and Chief Executive
Officer. In the absence of the Chairman and Chief Executive Officer, the
President and Chief Operating Officer shall perform all duties and may exercise
all powers of the Chairman and Chief Executive Officer and shall preside at
meetings of stockholders of the Corporation and the Executive Committee.

             SECTION 10. Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents Elected by the Board. The Executive Vice Presidents, the Senior
Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors, the Chairman and Chief Executive Officer or the President
and Chief Operating Officer.

             SECTION 11. Secretary. The Secretary shall record the proceedings
of all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors, the Chairman and Chief Executive Officer or the President and Chief
Operating Officer.

             SECTION 12. Treasurer. The Treasurer shall have custody and control
of all funds and securities of the Corporation, except as otherwise provided by
the Board of Directors. Such officer shall keep full and accurate accounts of
all receipts and disbursements of the Corporation

                                       17








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<PAGE>





in books to be kept for that purpose, shall deposit all money and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors, and shall render to the Chairman
and Chief Executive Officer, the President and the Chief Operating Officer or
the Board of Directors, whenever any of them may require it, an account of all
such officer's transactions as Treasurer and an account of the financial
condition of the Corporation. Such officer shall also perform such other duties
as may from time to time be assigned to such officer by the Board of Directors,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             SECTION 13. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors, the Chairman and Chief Executive
Officer or the President and Chief Operating Officer.

                                   ARTICLE VI

                                Division Officers

             SECTION 1. Division President. In case any of the business or
affairs of the Corporation are carried on by the Corporation as an
unincorporated division of the Corporation, the Board of Directors, the Chairman
and Chief Executive Officer or the President and Chief Operating Officer may
appoint a Division President and other officers for such division who shall have
such powers, authorities, functions and responsibilities with respect to the
business and affairs of such division as may be delegated to them by the Board
of Directors, the Chairman and Chief Executive Officer or the President and
Chief Operating Officer.

                                       18








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             SECTION 2. Other Division Officers. In case a Division President is
appointed in accordance with Section 1 of this Article VI, such Division
President may designate one or more other officers for the respective division
in addition to those appointed in accordance with Section 1 of this Article VI.
Each such division officer appointed by the Division President shall have and
exercise such powers, authorities, functions and responsibilities with respect
to the business and affairs of such division as may be delegated to such
division officer by the Division President.

             SECTION 3. Neither Executive Officers Nor Other Officers. A
division officer appointed pursuant to this Article VI shall not be an Executive
Officer unless specifically elected as such by the Board of Directors and shall
not be an Other Officer unless specifically appointed as such by the Chairman
and Chief Executive Officer or the President and Chief Operating Officer.

             SECTION 4. Term of Office. A division officer shall be subject to
removal at any time with or without cause by the Board of Directors, the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer, and, if such division officer is not a Division President, by the
Division President of the Division of which such division officer is an officer.

                                   ARTICLE VII

                                  Capital Stock

             SECTION 1. Certificates. Each stockholder of the Corporation shall
be entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President

                                       19








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<PAGE>





or a Senior Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, certifying the number of shares of stock of
the Corporation owned by such stockholder. Any or all of the signatures on the
certificates may be a facsimile.

             In case any officer, Transfer Agent or Registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, Transfer Agent or Registrar at the date of issue.

             All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name of the Person owning the shares
represented thereby, with the number of shares and the date of issue. The names
and addresses of all Persons owning shares of the Corporation, with the number
of shares owned by each and the date or dates of issue of the shares held by
each, shall be entered in the books of the Corporation kept for that purpose by
the proper officers, agents or employees of the Corporation.

             The Corporation shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other Persons, whether
or not it has actual or other notice thereof, except as provided by law.

             SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                                       20








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             SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

             SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with
such proof or guarantee of the authenticity of the signature as the Corporation
or its agents may reasonably require.

             SECTION 5. Transfer Agents and Registrars. The Corporation may have
one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the

                                       21








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<PAGE>





Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

             SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders, and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                                       22








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<PAGE>






                                  ARTICLE VIII

                       Contracts, Checks, Drafts, Proxies

             SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the Chairman and Chief
Executive Officer and the President and Chief Operating Officer shall have any
power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

             SECTION 2. Loans. Except as otherwise provided in these By-Laws, no
loan shall be contracted in the name or on behalf of the Corporation, and no
evidence of indebtedness shall be issued, endorsed or accepted in its name, or
on its behalf, unless authorized by the Board of Directors. Such authority may
be general or confined to specific instances. When so authorized, the Executive
or Other Officer, agent or employee thereunto authorized may effect loans and
advances at any time for the Corporation from any Person (including any bank,
trust company or other institution) and for such loans and advances may make,
execute and deliver promissory notes or other evidences of indebtedness of the
Corporation, and, when authorized as aforesaid, as security for the payment of
any and all loans and advances may make, execute and deliver promissory notes or
other evidences of indebtedness and liabilities of the Corporation, may
mortgage, pledge, hypothecate or transfer any real or personal property at any
time owned or held by the Corporation, and to that end execute instruments of
mortgage or pledge or otherwise

                                       23








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<PAGE>





transfer such property.

             SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the Chairman and
Chief Executive Officer, the President and Chief Operating Officer or such other
Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             SECTION 4. Proxies in Respect of Securities of Other Corporations.
The Chairman and Chief Executive Officer, the President and Chief Operating
Officer and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a ballot in person or by voting by
proxy on behalf of the Corporation the shares owned by the Corporation of the
stock or other securities in any other Corporation at meetings of the holders of
the stock or other securities of such other corporation, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation.

                                   ARTICLE IX

                                 Indemnification

             The Corporation shall, and by reason of the enactment of this
By-Law hereby does, indemnify each and every individual (including his or her
heirs, executors and assigns) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action,

                                       24








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<PAGE>





suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, Executive Officer or
Other Officer of the Corporation, or, while a director, Executive Officer or
Other Officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with such action, suit or proceeding, to the full extent that it has
the power to do so under Delaware Law. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any agreement, contract of insurance, vote of stockholders or disinterested
directors, or other By-Laws or otherwise, or of or other By-Laws or otherwise,
or of the broader power of the Corporation to indemnify a director, Executive
Officer, Other Officer, employee or agent of the Corporation as authorized by
Delaware Law.

                                    ARTICLE X

                                   Definitions

             For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

             "Corporation" shall mean RC/Arby's Corporation.

             "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

             "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

                                       25








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<PAGE>





             "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws. 

             "Person" shall mean any individual, firm, corporation or other
entity.

             "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

             "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                   ARTICLE XI

                                  Miscellaneous

             SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate books shall be kept by the Secretary or by
any other officer or agent designated by the Board of Directors.

             SECTION 2. Dividends and Reserves. The Board of Directors, from
time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                                       26








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<PAGE>




             SECTION 3. Seal. The corporate seal of the Corporation shall be in
the form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

             SECTION 4. Fiscal Year. The fiscal year of the Corporation shall
end on the last day of December in each year unless the Board of Directors shall
determine otherwise.

                                   ARTICLE XII

                                   Amendments

             All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article X above) of the
Corporation then entitled to vote on such issue, or (ii) the affirmative vote of
not less than two-thirds of the directors of the Corporation then holding office
and entitled to vote on such issue.


                                       27



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>44
<DESCRIPTION>EXHIBIT 3.43
<TEXT>

<PAGE>


                LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                                      OF

                                  ARHC, LLC

          LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of
ARHC, LLC, is entered into as of the 22nd day of February, 1999, by Triarc
Companies, Inc., a Delaware corporation, as the sole member of the limited
liability company (the "Member").

          The Member hereby forms a limited liability company pursuant to and
in accordance with the Delaware Limited Liability Company Act (6 Del.C. 'SS'
18-101, et seq.), as amended from time to time (the "Act"), and hereby agrees
as follows:

          1. Name. The name of the limited liability company formed hereby is
ARHC, LLC (the "Company").

          2. Purpose. The Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.

          3. Registered Office. The address of the registered office of the
Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware
19805.

          4. Registered Agent. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware is
The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19805.

          5. Powers of the Company.

             (a) The Company shall have the power and authority to take any and
all actions necessary, appropriate, advisable, convenient or incidental to or
for the furtherance of the purpose set forth in Section 2, including, but not
limited to, the power:

                 (A) to conduct its business, carry on its operations and have
and exercise the powers granted to a limited liability company by the Act in any












 <PAGE>


<PAGE>


                                                                               2

state, territory, district or possession of the United States or in any foreign
country that may be necessary, convenient or incidental to the accomplishment of
the purpose of the Company;

                 (B) to acquire, by purchase, lease, contribution of property or
otherwise, and to own, hold, operate, maintain, finance, improve, lease,
sell, convey, mortgage, transfer, demolish or dispose of any real or personal
property that may be necessary, convenient or incidental to the accomplishment
of the purpose of the Company;

                 (C) to enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with the Member, any Manager (as
hereinafter defined) or any person or other entity that directly or indirectly
controls, is controlled by, or is under common control with the Member (any such
person or entity, an "Affiliate"), or any agent of the Company necessary to, in
connection with, convenient to, or incidental to, the accomplishment of the
purpose of the Company. For purposes of the definition of Affiliate, the term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of an entity, whether through
ownership of voting securities or otherwise;

                 (D) to purchase, take, receive, subscribe for or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or other
interests in or obligations of domestic or foreign corporations, associations,
general or limited partnerships (including, without limitation, the power to be
admitted as a partner thereof and to exercise the rights and perform the duties
created thereby), trusts, limited liability companies (including, without
limitation, the power to be admitted as a member or appointed as a manager
thereof and to exercise the rights and perform the duties created thereby), and
other entities or individuals, or direct or indirect obligations of the United
States or any foreign country or of any government, state, territory,
governmental district or municipality or of any instrumentality of any of them;

                 (E) to lend money for any proper purpose, to invest and
reinvest its funds, and to take and hold real and personal property for the
payment of funds so loaned or invested;

                 (F) to sue and be sued, complain and defend and participate in
administrative or other proceedings, in its name;

                 (G) to appoint employees and agents of the Company, and define
their duties and fix their compensation; 












 <PAGE>


<PAGE>


                                                                               3

                 (H) to indemnify any person or entity and to obtain any and all
types of insurance;

                 (I) to cease its activities and cancel its insurance;

                 (J) to negotiate, enter into, renegotiate, extend, renew,
terminate, modify, amend, waive, execute, acknowledge or take any other action
with respect to any lease, contract or security agreement in respect of any
assets of the Company;

                 (K) to borrow money and issue evidences of indebtedness, and to
secure the same by a mortgage, pledge or other lien on any or all of the assets
of the Company;

                 (L) to guarantee indebtedness, including indebtedness of
subsidiaries of the Company;

                 (M) to pay, collect, compromise, litigate, arbitrate or
otherwise adjust or settle any and all other claims or demands of or against the
Company or to hold such proceeds against the payment of contingent liabilities;
and

                 (N) to make, execute, acknowledge and file any and all
documents or instruments necessary, convenient or incidental to the
accomplishment of the purpose of the Company.

             (b) The Company may merge with, or consolidate into, another
Delaware limited liability company or other business entity (as defined in
Section 18-209(a) of the Act) upon the written consent of the Member, in its
sole discretion.

          6. Member. The name and the business, residence or mailing address of
the member of the Company are as follows:

<TABLE>
<CAPTION>
Name:                                      Address: 
----                                       -------  
<S>                                        <C>                  
RC/Arby's Corporation                      1000 Corporate Drive 
                                           Fort Lauderdale, Florida 33334
</TABLE>

          7. Powers of Member. The Member shall have the power to exercise any
and all rights and powers granted to the Member pursuant to the express terms of
this Agreement. Except as otherwise specifically provided by this Agreement or
required by the Act, the Board of Managers (as hereinafter defined) shall have
the power to act for and on behalf of, and to bind, the Company. Each of Brian
L. Schorr,











 <PAGE>


<PAGE>


                                                                               4

Stuart I. Rosen and Colleen A. Keating is hereby designated as an authorized
person, with the meaning of the Act, to execute, deliver and file the
certificate of formation of the Company and any amendments and/or restatements
thereof (the "Certificate of Formation") and any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.

          8. Management.

             (a) General Powers. The business and affairs of the Company shall
be managed by or under the direction of the Board of Managers, which may
exercise all such powers of the Company and perform all such lawful acts and
things as are not by the Act, the Certificate of Formation or this Agreement
directed or required to be exercised or performed by the Member.

             (b) Number and Term of Office. The number of Managers shall be
three or such other number as shall be fixed from time to time by the Member.
Managers need not be Members. Managers shall be elected by written consent of
the Member and each Manager shall hold office until his successor is elected and
qualified or until his earlier death or resignation or removal in the manner
hereinafter provided.

             (c) Resignation. Any Manager may resign at any time by written
notice to the Board of Managers. Such resignation shall take effect at the time
specified in such notice or, if the time be not specified, upon receipt thereof
by the Board of Managers. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.

             (d) Removal. Any or all of the Managers may be removed, with or
without cause, at any time by written consent of the Member.

             (e) Vacancies. Vacancies occurring on the Board of Managers as a
result of the removal of Managers without cause may be filled only by written
consent of the Member. Vacancies occurring on the Board of Managers for any
other reason, including, without limitation, vacancies occurring as a result of
the creation of new manager positions that increase the number of Managers, may
be filled by such vote or written consent of the Board of Managers or by written
consent of the Member. If the number of Managers then in office is less than a
quorum, such other vacancies may be filled by vote of a majority of the Managers
then in office or by written consent of the Board of Managers or the Member.
Unless earlier removed pursuant to Section 8.4 hereof, each Manager chosen in
accordance with this Section 8.5 shall hold office until the next annual
election of Managers by the Member and until his or her successor shall be
elected and qualified.












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                                                                               5

             (f) Meetings.

                 (i) Times and Places of Meetings. The Board of Managers may
hold meetings, both regular and special, either within or without the State of
Delaware. The times and places for holding meetings of the Board of Managers may
be fixed from time to time by resolution of the Board of Managers or (unless
contrary to a resolution of the Board of Managers) in the notice of the meeting.

                 (ii) Annual Meetings. As soon as practicable after each annual
election of Managers by the Member, the Board of Managers shall hold its annual
meeting, without notice of such meeting, for the purposes of organization, the
election of officers and the transaction of other business. The annual meeting
of the Board of Managers may be held at any other time and place specified in a
notice given as provided in Section 8.6.4 hereof for special meetings of the
Board of Managers or in a waiver of notice thereof.

                 (iii) Regular Meetings. Regular meetings of the Board of
Managers may be held without notice at such times and at such places as shall
from time to time be determined by the Board of Managers.

                 (iv) Special Meetings. Special meetings of the Board of
Managers may be called by the Chairman, the President or the Secretary or by any
two or more Managers then serving on at least one day's notice to each Manager
given by one of the means specified in Section 8.6.7 hereof other than by mail,
or on at least three days' notice if given by mail. Special meetings shall be
called by the Chairman, President or Secretary in like manner and on like notice
on the written request of any two or more of the Managers then serving.

                 (v) Telephone Meetings. Managers or members of any committee
designated by the Board of Managers may participate in a meeting of the Board of
Managers or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 8.6.5 shall constitute presence in person at such meeting.

                 (vi) Adjourned Meetings. A majority of the Managers present
at any meeting of the Board of Managers, including an adjourned meeting, whether
or not a quorum is present, may adjourn such meeting to another time and place.
At least one day's notice of any adjourned meeting of the Board of Managers
shall be given to each Manager whether or not present at the time of the
adjournment, if such notice shall be given by one of the means specified in
Section 8.6.7 hereof other than by mail, or at least three days' notice if by
mail. Any business may be transacted












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<PAGE>


                                                                               6

at an adjourned meeting that might have been transacted at the meeting as
originally called.

                 (vii) Notice Procedure. Subject to Sections 8.6.4 and 8.6.6
hereof, whenever, under the provisions of any statute, the Certificate of
Formation or this Agreement, notice is required to be given to any Manager, such
notice shall be deemed given effectively if given in person or by telephone, by
mail addressed to such Manager at such Manager's address as it appears on the
records of the Company, with postage thereon prepaid, or by telegram, telex,
telecopy or similar means addressed as aforesaid.

                 (viii) Waiver of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Formation or this Agreement, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Managers or a
committee of the Board of Managers need be specified in any written waiver of
notice unless so required by statute, the Certificate of Formation or this
Agreement.

                 (ix) Organization. At each meeting of the Board of Managers,
the Chairman, or in the absence of the Chairman the President, or in the absence
of the President a chairman chosen by a majority of the Managers present, shall
preside. The Secretary shall act as secretary at each meeting of the Board of
Managers. In case the Secretary shall be absent from any meeting of the Board of
Managers, an Assistant Secretary shall perform the duties of secretary at such
meeting; and in the absence from any such meeting of the Secretary and all
Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.

                 (x) Quorum of Managers. The presence in person of a majority of
the entire Board of Managers shall be necessary and sufficient to constitute a
quorum for the transaction of business at any meeting of the Board of Managers,
but a majority of a smaller number may adjourn any such meeting to a later date.

                 (xi) Action by Majority Vote. Except as otherwise expressly
required by statute, the Certificate of Formation or this Agreement, the act of
a majority of the Managers present at a meeting at which a quorum is present
shall be the act of the Board of Managers.












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<PAGE>


                                                                               7

                 (xii) Action Without Meeting. Unless otherwise restricted by
statute, the Certificate of Formation or this Agreement, any action required or
permitted to be taken at any meeting of the Board of Managers or of any
committee thereof may be taken without a meeting if all Managers or members of
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of Managers
or committee.

                 (xiii) Compensation. The Board of Managers may determine the
compensation of Managers. In addition, as determined by the Board of Managers,
Managers may be reimbursed by the Company for their expenses, if any, in the
performance of their duties as Managers. Managers who serve as members of any
committee of the Board of Managers in consideration of serving as such shall be
entitled to such additional amount per annum or such fees for attendance at
committee meetings, or both, as the Board of Managers may from time to time
determine, together with reimbursement for their expenses, if any, in the
performance of their duties. No such compensation or reimbursement shall
preclude any Manager from serving the Company in any other capacity and
receiving compensation therefor.

                 (xiv) No Management by Managers. Except as otherwise expressly
provided herein, the Member shall not take part in the day-to-day management, or
the operation or control of the business and affairs, of the Company.


          9. Committees of the Board of Managers. The Board of Managers may, by
resolution passed by a vote of the entire Board of Managers, designate one or
more committees, each committee to consist of one or more of the Managers of the
Company. The Board of Managers may designate one or more Managers as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. If a member of a committee shall be absent from
any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board of Managers to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Managers passed as aforesaid, shall have and may
exercise all the powers and authority of the Board of Managers in the management
of the business and affairs of the Company, and may authorize the seal of the
Company to be impressed on all papers that may require it, to the extent
permitted by the Act, the Certificate of Formation and this Agreement. Unless
otherwise specified in the resolution of the Board of Managers designating a
committee, at all meetings of such committee a majority of the total number of
members of the committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members of the committee present at
any meeting at which there is a quorum shall be the act of the committee. Each
committee shall keep regular minutes of its meetings. Unless the Board of
Managers otherwise












 <PAGE>


<PAGE>


                                                                               8

provides, each committee designated by the Board of Managers may make, alter and
repeal rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of Managers
conducts its business pursuant to Section 8 of this Agreement.

          10. Officers.

             (a) Executive Officers. At the organization meeting of the Board of
Managers at its annual meeting, the Board of Managers shall elect as executive
officers of the Company a Chairman and Chief Executive Officer, a President and
Chief Operating Officer, a Secretary and a Treasurer, and may elect as executive
officers of the Company one or more Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents and Senior Vice Presidents. All such executive officers elected
by the Board of Managers are referred to in this Agreement as "Executive
Officers." The Board of Managers may from time to time appoint such other
officers and agents of the Company as the interests of the Company may require
and may fix their duties and terms of office. To the extent permitted by law,
any number of offices may be held by the same person.

             (b) Other Officers. In addition to the Executive Officers elected
by the Board of Managers pursuant to Section 10. 1, the Chairman and Chief
Executive Officer and the President and Chief Operating Officer may from time to
time appoint such other officers of the Company, including Vice Presidents,
Assistant Vice Presidents, Staff Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Company may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman Emeritus, Vice Chairman, President and Chief
Operating Officer, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 10.3, such officer's term of office. 

             (c) Term of Office. Each Executive Officer shall hold office until
the annual meeting of the Board of Managers next succeeding such officer's
election and until such officer's successor is elected and qualified, or until
such officer's election and until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation, retirement or
removal. Each Other Officer shall hold office for a term to be decided by the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer; provided, however, that no such term shall be for a period longer than
the term of office of the appointing Chairman and Chief Executive Officer or
President and Chief Operating Officer.

             (d) Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the












 <PAGE>


<PAGE>


                                                                               9

affirmative vote of a majority of the Board of Managers. Any Other Officer may
be removed from office at any time with or without cause by the Chairman and
Chief Executive Officer or the President and Chief Operating Officer.

             (e) Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Managers. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

             (f) Compensation of Officers. The salaries or compensation, if any,
of all Executive Officers shall be fixed by the Board of Managers or the
Compensation Committee of the Board of Managers, if there be one. The salaries
or compensation of the Other Officers and division officers, if there be any,
may be fixed from time to time by the Board of Managers, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

             (g) Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer shall be Chairman of the Board of Managers and of the
Executive Committee, if any, shall be the chief executive officer of the Company
and, subject to the control of the Board of Managers, shall have general charge
and control of the business and affairs of the Company with power and authority,
when acting in the ordinary course of business of the Company, in the name and
on behalf of the Company and under its seal attested by the Secretary or an
Assistant Secretary of the Company, or otherwise, to (i) execute and deliver
agreements, contracts, certificates and other instruments, (ii) purchase and
accept delivery of stocks, bonds, evidences of interest and indebtedness, rights
and options to acquire the same, and all other securities, whether negotiable or
non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds,
evidence of interest and indebtedness, rights and options to acquire the same,
and all other securities, corporate or otherwise, now or hereafter standing in
the name of or owned beneficially by the Company, (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms, and (v) borrow from banks and other financial institutions, including
investment banks and brokerage firms, such sums of money for such periods of
time and upon such terms as such officer shall deem necessary or appropriate,
and execute and deliver notes, other evidences of indebtedness and agreements
for the repayment of any sums so borrowed in the name and on behalf of the
Company; provided, however, that no borrowing pursuant to this clause (v) shall
have an original maturity of more than one year. Such officer shall preside at
all meetings of stockholders of the Company and the Board of Managers at which
such officer is present. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of Chairman and Chief
Executive Officer, or are delegated to such officer from time to time by the
Board of Managers or are or may at any time be authorized or required by law.











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<PAGE>


                                                                              10

             (h) Chairman Emeritus and Vice Chairmen of the Board. The Chairman
Emeritus and Vice Chairmen of the Board, if there by any, shall be members of
the Board of Managers and shall have such powers and perform such
duties as may from time to time be assigned to them by the Board of Managers,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             (i) President and Chief Operating Officer. The President and Chief
Operating Officer shall be a member of the Board of Managers and of the
Executive Committee, if any, shall be the chief operating officer of the Company
responsible for directing, administering and coordinating the business
operations of the Company in accordance with policies, goals and objectives
established by the Board of Managers and the Chairman and Chief Executive
Officer with power and authority, when acting in the ordinary course of
business of the Company, in the name and on behalf of the Company and under its
seal attested by the Secretary or an Assistant Secretary of the Company, or
otherwise, to, (i) executive and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign,
transfer and deliver all stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, corporate or
otherwise, now or hereafter standing in the name of or owned beneficially by the
Company, (iv) open and maintain accounts with banking institutions, including
investment banks and brokerage firms, and (v) borrow from banks and other
financial institutions, including investment banks and brokerage firms, such
sums of money for such periods of time and upon such terms as such officer shall
deem necessary or appropriate, and execute and delivery notes, other evidences
of indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Company; provided, however, that no borrowing pursuant
to this clause (v) shall have an original maturity of more than one year. Such
officer shall perform all other duties and enjoy all other powers which are
commonly incident to the office of President and Chief Operating Officer or
which are delegated to such officer by the Board of Managers or the Chairman
and Chief Executive Officer. In the absence of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer shall perform all duties and
may exercise all powers of the Chairman and Chief Executive Officer and shall
preside at meetings of Members of the Corporation and the Executive Committee.


             (j) Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Managers pursuant to
Section 10. 1, if there be any, shall have such powers and perform such duties
as may from time to time be assigned to them by the Board of Managers, the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer.











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<PAGE>


                                                                              11


             (k) Secretary. The Secretary shall record the proceedings of all
meetings of Members of the Company and of the Board of Managers which such
officer attends in a book or books to be kept for that purpose. Such officer
shall attend to the giving and serving of all notices on behalf of the Company,
shall have custody of the records and the seal of the Company and shall affix
the seal to any instrument which requires the seal of the Company. Such officer
shall, in general, perform all the duties and functions incident to the office
of Secretary and shall also perform such other duties as may from time to time
be assigned to such officer by the Board of Managers, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer. 

             (l) Treasurer. The Treasurer shall have custody and control of all
funds and securities of the Company, except as otherwise provided by the Board
of Managers. Such officer shall keep full and accurate accounts of all receipts
and disbursements of the Company in books to be kept for that purpose, shall
deposit all money and other valuable effects in the name and to the credit of
the Company in such depositories as may be designated by the Board of Managers,
and shall render to the Chairman and Chief Executive Officer, the President and
Chief Operating Officer or the Board of Managers, whenever any of them may
require it, an account of all such officer's transactions as Treasurer and an
account of the financial condition of the Company. Such officer shall also
perform such other duties as may from time to time be assigned to such officer
by the Board of Managers, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer. 

             (m) Powers and Duties of Other Officers. The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Managers, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer. 

          11. Dissolution. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or
dissolution of the Member or the occurrence of any other event which terminates
the continued membership of the Member in the Company, or (c) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.

          12. Capital Contribution. The Member is not required to make any
capital contribution to the Company.

          13. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member.

          14. Distributions. Distributions shall be made to the Member at the
times and in the amounts determined by the Board of Managers.










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<PAGE>


                                                                              12

          15. Tax Classification. The Member intends that the Company be
disregarded as an entity separate from the Member for Federal tax purposes
effective as of the date of this Agreement. The Member shall not file any
election for the Company to be taxable as an association for Federal tax
purposes.

          16. Assignments. The Member may assign in whole or in part its limited
liability company interest. An assignee of limited liability company interests
shall become a member of the Company upon satisfaction of the conditions set
forth in Section 17 of this Agreement.

          17. Resignation. The Member may resign from the Company at any time.

          18. Admission of Additional Members. One or more additional members of
the Company may be admitted to the Company with the consent of the Member. Prior
to the admission of any such additional member of the Company, the Member shall
amend this Agreement to make such changes as the Member shall determine to
reflect the fact that the Company shall have more than one member and each
additional member shall execute and deliver a counterpart of this Agreement, as
amended. 

          19. Liability of Member. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.

          20. Indemnification 

              (a) Exculpation.

                  1) For purposes of this Agreement, the term "Covered Persons"
means the Member, any Manager, any Affiliate of the Member or any Manager and
any officers, directors, shareholder, partners or employees of the Member or any
Manager and their respective Affiliates, and any officer, employee or expressly
authorized agent of the Company or its Affiliates.

                  2) No Covered Person shall be liable to the Company or any
other Covered Person for any loss, damage or claim incurred by reason of any act
or omission performed or omitted by such Covered Person in good faith on behalf
of the Company and in a manner reasonably believed to be within the scope of
authority conferred on such Covered Person by this Agreement, except that a
Covered Person shall be liable for any such loss, damage or claim incurred by
reason of such Covered Person's gross negligence or willful misconduct.

                  3) A Covered Person shall be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,











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<PAGE>


                                                                              13

reports or statements presented to the Company by any person or entity as to
matters the Covered Person reasonably believes are within the professional or
expert competence of such person or entity and who or which has been selected
with reasonable care by or on behalf of the Company, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which distributions to the er properly be paid.

              (b) Duties and Liabilities of Covered Persons.

                  1) To the extent that, at law or in equity, a Covered Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
to replace such other duties and liabilities of such Covered Person. 

                  2) Unless otherwise expressly provided herein, (a) whenever a
conflict of interest exists or arises between Covered Persons, or (b) whenever
this Agreement or any other agreement contemplated herein or therein provides
that a Covered Person shall act in a manner that is, or provides terms that are,
fair and reasonable to the Company or the Member, the Covered Person shall
resolve such conflict of interest, taking such action or providing such terms,
considering in each case the relative interest of each party (including its own
interest) to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Covered Person, the resolution,
action or term so made, taken or provided by the Covered Person shall not
constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or obligation of the Covered Person at law or in equity or
otherwise. 

                  3) Whenever in this Agreement a Covered Person is permitted or
required to make a decision (a) in its "discretion" or under a grant of similar
authority or latitude, the Covered Person shall be entitled to consider only
such interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Company or any other Person, or (b) in its "good faith" or
under another express standard, the Covered Person shall act under such express
standard and shall not be subject to any other or different standard imposed by
this Agreement or other applicable law.

             (c) Indemnification. To the fullest extent permitted by applicable
law, a Covered Person shall be entitled to indemnification from the Company for
any loss,












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<PAGE>


                                                                              14

damage or claim incurred by such Covered Person by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of authority
conferred on such Covered Person by this Agreement, except that no Covered
Person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Covered Person by reason of gross negligence or willful
misconduct with respect to such acts or omissions; provided, however, that any
indemnity under this Section 20 shall be provided out of and to the extent of
Company assets only, and no Covered Person shall have any personal liability on
account thereof. 

             (d) Expenses. To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by a Covered Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the disposition of such claim, demand, action, suit or
proceeding upon receipt by the Company of an undertaking by or on behalf of the
Covered Person to repay such amount if it shall be determined that the Covered
Person is not entitled to be indemnified as authorized in Section 20 hereof.

             (e) Insurance. The Company may purchase and maintain insurance, to
the extent and in such amounts as the Board of Managers shall, in its sole
discretion, deem reasonable, on behalf of Covered Persons and such other persons
or entities as the Board of Managers shall determine, against any liability that
may be asserted against or expenses that may be incurred by any such person or
entity in connection with the activities of the Company or such indemnities,
regardless of whether the Company would have the power to indemnify such person
or entity against such liability under the provisions of this Agreement. The
Board of Managers and the Company may enter into indemnity contracts with
Covered Persons and adopt written procedures pursuant to which arrangements are
made for the advancement of expenses and the funding of obligations under
Section 20 hereof and containing such other procedures regarding indemnification
as are appropriate.

          21. Outside Business. The Member or Affiliate thereof may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Company, and the Company and the Member shall have no rights by virtue of this
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Company, shall not be deemed wrongful or improper. The Member
or Affiliate thereof shall not be obligated to present any particular investment
opportunity to the Company even if such opportunity is of a character that, if
presented to the Company, could be taken by the Company and the Member or
Affiliate thereof shall have the right to take for its own account (individually
or as a partner, shareholder, fiduciary or otherwise) or to recommend to others
any such particular investment opportunity.




<PAGE>


<PAGE>

                                                                              15


          22. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, without regard to the rules of 
conflict of laws thereof.




<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>45
<DESCRIPTION>EXHIBIT 3.44
<TEXT>

<PAGE>


                           RCAC ASSET MANAGEMENT, INC.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

     SECTION 1. Registered Office in Delaware. The registered office of the
Corporation (as defined in Article IX below) in the State of Delaware shall be
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

     SECTION 2. Principal Executive Office. The principal executive office of
the Corporation shall be located at 1000 Corporate Drive, 5th Floor, Ft.
Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

     SECTION 3. Other Offices. In addition to the registered office in the State
of Delaware and the principal executive office, the Corporation may have offices
at such other places within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                             Meeting of Stockholders

     SECTION 1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the Board of
Directors within thirteen (13) months after the date of the preceding





 <PAGE>


<PAGE>



annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

     SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors. 

     SECTION 3. Place of Meeting. Annual and special meetings of stockholders of
the Corporation shall be held at the registered office of the Corporation in the
City of Wilmington, County of New Castle, State of Delaware, unless some other
place within or without the State of Delaware shall have been fixed by a
resolution adopted by the Board and designated in the notice of meeting.

     SECTION 4. Notice of Meetings. Notice of every meeting of stockholders of
the Corporation, annual or special, stating the time, place and, in general
terms, the purpose or purposes thereof, shall be given by the President or the
Secretary of the Corporation to each stockholder of record entitled to vote at
the meeting. Notice of the time, place and purposes of any annual or special
meeting of stockholders may be dispensed with if every stockholder entitled to
notice of and to vote at such meeting shall attend, either in person or by
proxy, or if every absent stockholder entitled to such notice and vote shall, in
a writing or writings filed with the records of the meeting either before or
after the holding thereof, waives such notice.

     SECTION 5. Means of Giving Notice. A notice of any annual or special
meeting of stockholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
stockholder at such stockholder's address appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose of
notice. If a stockholder gives no address to the

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Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

     SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

     SECTION 7. Record Date. The record date for determining stockholders
entitled to notice of and to vote at any meeting of stockholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

     SECTION 8. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not

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specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder.

     SECTION 9. Quorum. At any meeting of stockholders of the Corporation the
presence in person or by proxy of the holders of a majority in voting power of
the outstanding stock of the Corporation entitled to vote shall constitute a
quorum for the transaction of business brought before the meeting in accordance
with the Certificate of Incorporation and these By-Laws and, a quorum being
present, the affirmative vote of the holders of a majority in voting power
present in person or represented by proxy and entitled to vote shall be required
to effect action by stockholders; provided, however, that the affirmative vote
of a plurality in voting power present in person or represented by proxy and
entitled to vote shall be required to effect elections of directors. The
stockholders present at any duly organized meeting of stockholders may continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to have less than a quorum.

     SECTION 10. Adjournment. Any meeting of stockholders of the Corporation may
be adjourned from time to time, without notice other than by announcement at the
meeting by the chairman of the meeting at which such adjournment is taken, and
at any such adjourned meeting at which a quorum shall be present any action may
be taken that could have been taken at the meeting originally called; provided,
however, that if the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting.

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     SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the affirmative vote of a majority of the Board
of Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

     SECTION 12. Agenda and Rules of Order. The chairman of the meeting shall
have sole authority to prescribe the agenda and rules of order for the conduct
of any meeting of stockholders of the Corporation and to determine all questions
arising thereat relating to the order of business and the conduct of the
meeting, except as otherwise required by law.

     SECTION 13. Conduct of Business at Meetings. Except as otherwise provided
by law, at any annual or special meeting of stockholders of the Corporation only
such business shall be conducted as shall have been properly brought before the
meeting. In order to be properly brought before the meeting, such business must
have either been:

     (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

     (B) brought before the meeting at the direction of the President or the
Board of Directors.

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     SECTION 14. Stockholder Action by Consent. Any action required or permitted
to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.


                                   ARTICLE III

                               Board of Directors

     SECTION 1. Board of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     SECTION 2. Qualification of Director. Each director shall be at least
eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

     SECTION 3. Number of Directors. The Board of Directors shall consist of not
fewer than two (2) nor more than fifteen (15) individuals, the exact number to
be fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of directors then in office.

     SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

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     SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

     SECTION 6. Resignation of Directors. Any director may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, and if no time be specified, shall take effect at the time of
its receipt by the President or the Secretary of the Corporation. The acceptance
of a resignation shall not be necessary to make it effective, but no resignation
shall discharge any accrued obligation or duty of a director.

     SECTION 7. Removal of Directors. A duly elected director of the Corporation
may be removed from such position, with or without cause, only by the
affirmative vote of the holders of two-thirds (2/3) of the voting power of the
outstanding capital stock of the Corporation entitled to vote in the election of
directors, voting as a single class.

     SECTION 8. Quorum of Directors. Except as otherwise required by law or by
the Certificate of Incorporation or by these By-Laws, (i) a majority of the
directors in office at the time of a duly assembled meeting shall constitute a
quorum and be sufficient for the transaction of business, and (ii) any act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors.

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     SECTION 9. Place of Meeting. Subject to the provisions of Section 10 of
this Article III, the Board of Directors may hold any meeting at such place or
places within or without the State of Delaware as it may determine.

     SECTION 10. Organization Meeting. After each annual meeting of stockholders
of the Corporation, the Board of Directors shall meet immediately at the place
where such meeting of stockholders was held for the purpose of organization,
election of Executive Officers (as defined in Section 1 of Article V), and the
transaction of other business.

     SECTION 11. Regular Meetings. Regular meetings of the Board of Directors
may be held at such times and at such places within or without the State of
Delaware as the Board of Directors shall from time to time determine.

     SECTION 12. Special Meetings. Special meetings of the Board of Directors
may be called by the President or any director, and any such meeting shall be
held at such time and at such place within or without the State of Delaware as
shall be specified in the notice of meeting.

     SECTION 13. Notice of Meetings. Subject to the provisions of Section 10 of
this Article III, notice of the place, day and hour of every meeting of the
Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his or her last known address or by
personally delivering, telegraphing or telephoning such notice to him or her at
least twenty-four (24) hours before the meeting.

     SECTION 14. Organization. A majority of the directors present may elect as
chairman of the meeting any director present. The Secretary of the Corporation
or, in the absence of such officer, an Assistant Secretary in attendance or, in
the absence of the Secretary

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and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

     SECTION 15. Order of Business. Unless otherwise determined by the Board of
Directors the order of business and rules of order at any meeting of the Board
of Directors shall be determined by the chairman of the meeting.

     SECTION 16. Adjournment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present, whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

     SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

     SECTION 18. Action by Conference Telephone. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
of Directors or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such a meeting.

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     SECTION 19. Compensation. Each director, in consideration of his or her
serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

     SECTION 1. Committees. By resolution adopted by the affirmative vote of a
majority of the Board of Directors, the Board of Directors may appoint one or
more committees, which may include as members directors only or directors and
non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

     SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board

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shall have the power at any time by the affirmative vote of a majority of the
Board of Directors to remove any member, with or without cause, and to fill
vacancies in the membership of a committee. No committee appointed pursuant to
this Article IV shall have the power to fill any vacancy in the membership of
such committee. Any committee appointed pursuant to Section 1 of this Article IV
shall exist at the pleasure of the Board of Directors, which Board shall have
the power at any time by the affirmative vote of a majority of the Board of
Directors to change the powers and duties of any such committee or to dissolve
it.

     SECTION 3. Committee Meetings. Regular meetings of a committee appointed
pursuant to this Article IV shall be held at such times and at such places
within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a

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quorum shall be the act of the committee. A committee shall keep regular minutes
of its meetings and all action taken or resolutions adopted shall be reported to
the Board of Directors at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

     SECTION 1. Executive Officers. At the organization meeting of the Board of
Directors following the annual meeting of stockholders, the Board of Directors
shall elect as executive officers of the Corporation a President, a Secretary
and a Treasurer, and may elect as executive officers of the Corporation one or
more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive Vice Presidents,
Senior Vice Presidents and Vice Presidents. All such executive officers elected
by the Board of Directors are referred to in these By-Laws as "Executive
Officers." The Board of Directors may from time to time appoint such other
officers and agents of the Corporation as the interests of the Corporation may
require and may fix their duties and terms of office. To the extent permitted by
law, any number of offices may be held by the same person.

     SECTION 2. Other Officers. In addition to the Executive Officers elected by
the Board of Directors pursuant to Section 1 of this Article V, the President
may from time to time appoint such other officers of the Corporation, including
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Controllers, as the interests of the Corporation may require (the
"Other Officers"); provided, however, that no Other Officer may be appointed to
the office of Chairman, Chairman Emeritus, Vice Chairman, President,

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Executive Vice President, Senior Vice President, Secretary or Treasurer. Each
appointment of an Other Officer shall be in writing and shall set forth the
duties of the Other Officer being appointed and, subject to Section 3 of this
Article V, such officer's term of office.

     SECTION 3. Term of Office. Each Executive Officer shall hold office until
the organization meeting of the Board of Directors following the annual meeting
of stockholders next succeeding such officer's election and until such officer's
successor is elected and qualified, or until such officer's earlier death,
resignation, retirement or removal. Each Other Officer shall hold office for a
term to be decided by the appointing President; provided, however, that no such
term shall be for a period longer than the term of office of the appointing
President.

     SECTION 4. Removal of Officers. Any Executive Officer or Other Officer may
be removed from office with or without cause at any time by the affirmative vote
of a majority of the Board of Directors. Any Other Officer may be removed from
office at any time with or without cause by the President.

     SECTION 5. Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Directors. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the President.

     SECTION 6. Compensation of Officers. The salaries or compensation, if any,
of the President shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

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     SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The Chairman,
Chairman Emeritus and Vice Chairman, if there by any, shall have such powers and
perform such duties as may from time to time be assigned to them by the Board of
Directors.

     SECTION 8. President. The President shall be the chief executive officer
and chief operating officer of the Corporation and, subject to the control of
the Board of Directors, shall have general charge and control of the business,
operations and affairs of the Corporation, with power and authority, when acting
in the ordinary course of business of the Corporation, in the name and on behalf
of the Corporation and under its seal attested by the Secretary or an Assistant
Secretary of the Corporation, or otherwise, to, (i) execute and deliver
agreements, contracts, certificates and other instruments, (ii) purchase and
accept delivery of stocks, bonds, evidences of interest and indebtedness, rights
and options to acquire the same, and all other securities, whether negotiable or
non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds,
evidences of interest and indebtedness, rights and options to acquire the same,
and all other securities, corporate or otherwise, now or hereafter standing in
the name of or owned beneficially by the Corporation and (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms. Such officer shall perform all other duties and enjoy all other powers
which are commonly incident to the office of President or which are delegated to
such officer by the Board of Directors shall preside at meetings of stockholders
of the Corporation.

     SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section 1 of this Article V,

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if there be any, shall have such powers and perform such duties as may from time
to time be assigned to them by the Board of Directors or the President.

     SECTION 10. Secretary. The Secretary shall record the proceedings of all
meetings of stockholders of the Corporation and of the Board of Directors which
such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

     SECTION 11. Treasurer. The Treasurer shall have custody and control of all
funds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors, and shall render to the President or the Board of Directors,
whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors or the President.

     SECTION 12. Powers and Duties of Other Officers. The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the

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Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

     SECTION 1. Certificates. Each stockholder of the Corporation shall be
entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

     In case any officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, Transfer Agent or Registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he, she or it was
such officer, Transfer Agent or Registrar at the date of issue.

     All certificates of each class or series shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Every
certificate shall certify the name of the Person owning the shares represented
thereby, with the number of shares and the date of issue. The names and
addresses of all Persons owning shares of the Corporation, with the number of
shares owned by each and the date or dates of issue of the shares held by each,
shall be entered in the books of the Corporation kept for that purpose by the
proper officers, agents or employees of the Corporation.

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     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other Persons, whether or
not it has actual or other notice thereof, except as provided by law.

     SECTION 2. Cancellation of Certificates. All certificates surrendered to
the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
stock have been surrendered and cancelled.

     SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

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     SECTION 4. Transfer of Shares. Shares of stock shall be transferable on the
books of the Corporation by the holder thereof, in person or by duly authorized
attorney, upon the surrender of the certificate or certificates representing the
shares to be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

     SECTION 5. Transfer Agents and Registrars. The Corporation may have one or
more Transfer Agents and one or more Registrars of its stocks, whose respective
duties the Board of Directors may define from time to time. No certificate of
stock shall be valid until countersigned by a Transfer Agent, if the Corporation
shall have a Transfer Agent, or until registered by the Registrar, if the
Corporation shall have a Registrar. The duties of Transfer Agent and Registrar
may be combined.

     SECTION 6. Closing of Transfer Books and Fixing of Record Date. The Board
of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a

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date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders, and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

     SECTION 1. Execution of Contracts. The Board of Directors may authorize any
Executive or Other Officer, agent or employee of the Corporation to enter into
any contract or execute and deliver any instrument in the name or on behalf of
the Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no Executive or
Other Officer, agent or employee except the President shall have any power or
authority to bind the Corporation by any contract or to pledge its credit or to
render it liable pecuniarily for any purpose or to any amount.

     SECTION 2. Loans. No loan shall be contracted in the name or on behalf of
the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its

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name, or on its behalf, unless authorized by the Board of Directors. Such
authority may be general or confined to specific instances. When so authorized,
the Executive or Other Officer, agent or employee thereunto authorized may
effect loans and advances at any time for the Corporation from any Person
(including any bank, trust company or other institution) and for such loans and
advances may make, execute and deliver promissory notes or other evidences of
indebtedness of the Corporation, and, when authorized as aforesaid, as security
for the payment of any and all loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness and liabilities of the
Corporation, may mortgage, pledge, hypothecate or transfer any real or personal
property at any time owned or held by the Corporation, and to that end execute
instruments of mortgage or pledge or otherwise transfer such property.

     SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by the President and or such other
Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors
or the President.

     SECTION 4. Proxies in Respect of Securities of Other Corporations. The
President and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a ballot in person or by voting by
proxy on behalf of the Corporation the shares owned by the Corporation of the
stock or other securities in any other Corporation at meetings of the holders of
the stock or other securities of such other corporation, or to consent in
writing, in the

                                       20






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<PAGE>




name of the Corporation as such holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

     The Corporation shall, and by reason of the enactment of this By-Law hereby
does, indemnify each and every individual (including his or her heirs, executors
and assigns) who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, Executive Officer or Other Officer of the Corporation, or,
while a director, Executive Officer or Other Officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with such action, suit or proceeding,
to the full extent that it has the power to do so under Delaware Law. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, contract of insurance, vote of
stockholders or disinterested directors, or other By-Laws or otherwise, or of or
other By-Laws or otherwise, or of the broader power of the Corporation to
indemnify a director, Executive Officer, Other Officer, employee or agent of the
Corporation as authorized by Delaware Law.

                                       21






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<PAGE>




                                   ARTICLE IX

                                   Definitions

     For purposes of these By-Laws, the following terms shall have the meanings
set forth below:

     "Corporation" shall mean RCAC Asset Management, Inc.

     "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

     "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

     "Other Officer" shall have the meaning set forth in Section 2 of Article V
of these By-Laws.

     "Person" shall mean any individual, firm, corporation or other entity.

     "Certificate of Incorporation" shall mean the Certificate of Incorporation
of the Corporation, as from time to time amended.

     "Voting Shares" shall mean any issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.


                                    ARTICLE X

                                  Miscellaneous

     SECTION 1. Books and Records. The books and records of the Corporation may
be kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate books

                                       22






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<PAGE>




shall be kept by the Secretary or by any other officer or agent designated by
the Board of Directors.

     SECTION 2. Dividends and Reserves. The Board of Directors, from time to
time, may determine whether any, and, if any, what part of its net profits of
the Corporation, or of its net assets in excess of its capital, available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation. The Board of Directors, in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net profits or net assets as a reserve for working capital, to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

     SECTION 3. Seal. The corporate seal of the Corporation shall be in the form
of a circle and shall bear the name of the Corporation and the year and state of
its incorporation.

     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on the
last day of December in each year unless the Board of Directors shall determine
otherwise.

                                   ARTICLE XI

                                   Amendments

     All By-Laws of the Corporation shall be subject to alteration, amendment or
repeal, in whole or in part, and new By-Laws not inconsistent with Delaware Law
or any provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of stockholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article IX above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not

                                       23






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<PAGE>



less than two-thirds of the directors of the Corporation then holding office and
entitled to vote on such issue.


                                       24


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>46
<DESCRIPTION>EXHIBIT 3.45
<TEXT>

<PAGE>



                                  ARBY'S, INC.
                                    FORMERLY
                              ARBY'S MERGER CORP.

                                    BY-LAWS

                                   ARTICLE I
                                    Offices

                  SECTION 1. Registered Office in Delaware. The registered
office of the Corporation (as defined in Article IX below) in the State of
Delaware shall be located at 1209 Orange Street in the City of Wilmington,
County of New Castle, and the name of the resident agent in charge thereof shall
be The Corporation Trust Company.

                  SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 1000 Corporate Drive, Ft.
Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

                  SECTION 3. Other Offices. In addition to the registered office
in the State of Delaware and the principal executive office, the Corporation
may have offices at such other places within and without the State of Delaware
as the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            Meeting of Stockholders

                  SECTION 1. Annual Meetings. The annual meeting of stockholders
of the Corporation for the election of directors and the transaction of such
other business as may be brought before the meeting in accordance with the
Certificate of Incorporation (as defined in Article IX below) and these By-Laws
shall be held on the date and at the time fixed from time to time by the Board
of Directors within thirteen (13) months after the date of the preceding









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<PAGE>




annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

                  SECTION 2. Special Meeting. Special meetings of stockholders
of the Corporation may be called only at the direction of the President or the
Board of Directors.

                  SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

                  SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

                  SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the
purpose of notice. If a stockholder gives no address to the

                                       2








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<PAGE>



Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

                  SECTION 6. Time of Notice. Any required notice of any meeting
of stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

                  SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date
is fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

                  SECTION 8. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders of the Corporation, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of

                                       3








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<PAGE>


the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder.

                  SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that the
affirmative vote of a plurality in voting power present in person or represented
by proxy and entitled to vote shall be required to effect elections of
directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

                  SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

                                       4








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<PAGE>



                  SECTION 11. Organization. At every meeting of stockholders of
the Corporation, the President or, in the absence of such officer, such
individual as shall have been designated by the President or, if such officer
has not done so, by a resolution adopted by the affirmative vote of a majority
of the Board of Directors, shall act as chairman of the meeting. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary
in attendance or, in the absence of the Secretary and an Assistant Secretary,
an individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                  SECTION 12. Agenda and Rules of Order. The chairman of the
meeting shall have sole authority to prescribe the agenda and rules of order for
the conduct of any meeting of stockholders of the Corporation and to determine
all questions arising thereat relating to the order of business and the conduct
of the meeting, except as otherwise required by law.

                  SECTION 13. Conduct of Business at Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders of
the Corporation only such business shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must have either been:

            (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board of Directors; or 

            (B) brought before the meeting at the direction of the President or
the Board of Directors.

                                       5









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<PAGE>



                  SECTION 14. Stockholder Action by Consent. Any action required
or permitted to be taken by the holders of the issued and outstanding stock of
the Corporation may be effected at an annual or special meeting of stockholders
or by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                  ARTICLE III

                               Board of Directors

                  SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

                  SECTION 2. Qualification of Director. Each director shall be
at least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

                  SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

                  SECTION 4. Election and Term of Office. The members of thp
Board of Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

                  SECTION 5. Vacancies. Any vacancy in the Board of Directors
caused by

                                       6








 <PAGE>


<PAGE>



death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

                  SECTION 6. Resignation of Directors. Any director may resign
at any time. Such resignation shall be made in Writing and shall take effect at
the time specified therein, and if no time be specified, shall take effect at
the time of its receipt by the President or the Secretary of the Corporation.
The acceptance of a resignation shall not be necessary to make it effective,
but no resignation shall discharge any accrued obligation or duty of a director.

                  SECTION 7. Removal of Directors. A duly elected director of
the Corporation may be removed from such position, with or without cause, only
by the affirmative vote of the holders of two-thirds (2/3) of the voting power
of the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

                  SECTION 8. Quorum of Directors. Except as otherwise required
by law or by the Certificate of Incorporation or by these By-Laws, (i) a
majority of the directors in office at the time of a duly assembled meeting
shall constitute a quorum and be sufficient for the transaction of business, and
(ii) any act of a majority of the directors present at a meeting at which there
is a quorum shall be the act of the Board of Directors.

                                       7









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<PAGE>



                  SECTION 9. Place of Meeting. Subject to the provisions of
Section 10 of this Article III, the Board of Directors may hold any meeting at
such place or places within or without the State of Delaware as it may
determine.

                  SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

                  SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

                  SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

                  SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

                  SECTION 14. Organization. A majority of the directors present
may elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary

                                       8








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<PAGE>



and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

                  SECTION 15. Order of Business. Unless otherwise determined by
the Board of Directors the order of business and rules of order at any meeting
of the Board of Directors shall be determined by the chairman of the meeting.

                  SECTION 16. Adjournment. Any meeting of the Board of Directors
may be adjourned from time to time by a majority of the directors present,
whether or not they shall constitute a quorum, and no notice shall be required
of any adjourned meeting beyond the announcement of such adjournment at the
meeting.

                  SECTION 17. Action by Board of Directors Without a Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all the members of the Board or the committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.

                  SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
the Board of Directors or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting in such manner shall constitute presence in person at such a meeting.

                  SECTION 19. Compensation. Each director, in consideration of
his or her

                                       9








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<PAGE>



serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                            Committees of Directors

                  SECTION 1. Committees. By resolution adopted by the
affirmative vote of a majority of the Board of Directors, the Board of Directors
may appoint one or more committees, which may include as members directors only
or directors and non-directors, as the Board of Directors may from time to time
consider desirable, and such committees shall have such powers and duties as the
Board of Directors shall determine and as shall be specified in the resolution
of appointment; provided, however, that the powers and duties of any such
committee whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

                  SECTION 2. Committee Vacancies. Any member of a committee
appointed pursuant to this Article IV shall serve at the pleasure of the Board
of Directors, which Board shall have the power at any time by the affirmative
vote of a majority of the Board of

                                       10








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<PAGE>



Directors to remove any member, with or without cause, and to fill vacancies in
the membership of a committee. No committee appointed pursuant to this Article
IV shall have the power to fill any vacancy in the membership of such committee.
Any committee appointed pursuant to Section 1 of this Article IV shall exist at
the pleasure of the Board of Directors, which Board shall have the power at any
time by the affirmative vote of a majority of the Board of Directors to change
the powers and duties of any such committee or to dissolve it.

                  SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall
constitute a quorum for the transaction of committee business, and the act of a
majority of the members present at any meeting at which there is a quorum shall
be the act of the committee. A committee shall keep regular minutes

                                       11







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<PAGE>



of its meetings and all action taken or resolutions adopted shall be reported to
the Board of Directors at the meeting of the Board next following such action.

                                   ARTICLE V

                                    Officers

                  SECTION 1. Executive Officers. At the organization meeting of
the Board of Directors following the annual meeting of stockholders, the Board
of Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The Board of Directors may from time to time appoint such
other officers and agents of the Corporation as the interests of the Corporation
may require and may fix their duties and terms of office. To the extent
permitted by law, any number of offices may be held by the same person.

                  SECTION 2. Other Officers. In addition to the Executive
Officers elected by the Board of Directors pursuant to Section 1 of this Article
V, the President may from time to time appoint such other officers of the
Corporation, including Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Controllers, as the interests of the
Corporation may require (the "Other Officers"); provided, however, that no Other
Officer may be appointed to the office of Chairman, Chairman Emeritus, Vice
Chairman, President, Executive Vice President, Senior Vice President, Secretary
or Treasurer. Each appointment of

                                       12









 <PAGE>


<PAGE>



an Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

                  SECTION 3. Term of Office. Each Executive Officer shall hold
office until the organization meeting of the Board of Directors following the
annual meeting of stockholders next succeeding such officer's election and until
such officer's successor is elected and qualified, or until such officer's
earlier death, resignation, retirement or removal. Each Other Officer shall hold
office for a term to be decided by the appointing President; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing President.

                  SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the President.

                  SECTION 5. Vacancies. A vacancy in any Executive Office or
Other Office arising from any cause may be filled for the unexpired portion of
the term by the Board of Directors. A vacancy in any Other Office arising from
any cause may be filled for the unexpired portion of the term by the President.

                  SECTION 6. Compensation of Officers. The salaries or
compensation, if any, of the President shall be fixed by the Board of Directors.
The salaries or compensation of the other Executive Officers, and of the Other
Officers and division officers, if there be any, may be fixed from time to time
by the Board of Directors or the President.

                  SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The

                                       13








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<PAGE>



Chairman, Chairman Emeritus and Vice Chairman, if there be any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

                  SECTION 8. President. The President shall be the chief
executive officer and chief operating officer of the Corporation and, subject to
the control of the Board of Directors, shall have general charge and control of
the business, operations and affairs of the Corporation, with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
Secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same, and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of President or which
are delegated to such officer by the Board of Directors shall preside at
meetings of stockholders of the Corporation.

                  SECTION 9. Executive Vice Presidents. Senior Vice Presidents
and Vice Presidents Elected by the Board. The Executive Vice Presidents, the
Senior Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time

                                       14








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<PAGE>



be assigned to them by the Board of Directors or the President.

                  SECTION 10. Secretary. The Secretary shall record the
proceedings of all meetings of stockholders of the Corporation and of the Board
of Directors which such officer attends in a book or books to be kept for that
purpose. Such officer shall attend to the giving and serving of all notices on
behalf of the Corporation, shall have custody of the records and the seal of the
Corporation and shall affix the seal to any instrument which requires the seal
of the Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

                  SECTION 11. Treasurer. The Treasurer shall have custody and
control of all funds and securities of the Corporation, except as otherwise
provided by the Board of Directors. Such officer shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books to be
kept for that purpose, shall deposit all money and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall render to the President or the
Board of Directors, whenever any of them may require it, an account of all such
officer's transactions as Treasurer and an account of the financial condition of
the Corporation. Such officer shall also perform such other duties as may from
time to time be assigned to such officer by the Board of Directors or the
President.

                  SECTION 12. Powers and Duties of Other Officers. The Other
Officers shall have such powers and perform such duties as may from time to time
be assigned to them by the Board of Directors or the President.

                                       15








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<PAGE>



                                   ARTICLE VI

                                 Capital Stock

                  SECTION 1. Certificates. Each stockholder of the Corporation
shall be entitled to a certificate or certificates signed by or in the name of
the Corporation by the Chairman and Chief Executive Officer, the President and
Chief Operating Officer, an Executive Vice President or a Senior Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

                  In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he, she or it was such officer, Transfer Agent or Registrar at the date of
issue.

                  All certificates of each class or series shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Every certificate shall certify the name of the Person owning
the shares represented thereby, with the number of shares and the date of issue.
The names and addresses of all Persons owning shares of the Corporation, with
the number of shares owned by each and the date or dates of issue of the shares
held by each, shall be entered in the books of the Corporation kept for that
purpose by the proper officers, agents or employees of the Corporation.

                  The Corporation shall be entitled to treat the holder of
record of any share or shares of stock of the Corporation as the holder in fact
thereof and, accordingly, shall not

                                       16








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be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other Persons, whether or not it has actual or
other notice thereof, except as provided by law.

                  SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                  SECTION 3. Lost, Stolen or Destroyed Certificates. The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of the
fact by the Person claiming the certificate or certificates to be lost, stolen
or destroyed. In its discretion and as a condition precedent to the issuance of
any such new certificate or certificates, the Board of Directors may require
that the owner of such lost, stolen or destroyed certificate or certificates, or
such Person's legal representative, advertise the same in such manner as the
Board shall require and/or give the Corporation and its Transfer Agent or
Agents, Registrar or Registrars a bond in such form and amount as the Board of
Directors may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.


                  SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney,

                                       17








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upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

                  SECTION 5. Transfer Agents and Registrars. The Corporation may
have one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

                  SECTION 6. Closing of Transfer Books and Fixing of Record
Date. The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding sixty (60) days preceding the date
of any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for
any purpose, provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date, which
shall not be more than sixty (60) days nor less than ten (10) days before
the date of any meeting of stockholders nor more than sixty (60) days before the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment

                                       18









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<PAGE>



thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                  ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

                  SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the President shall have
any power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

                  SECTION 2. Loans. No loan shall be contracted in the name or
on behalf of the Corporation, and no evidence of indebtedness shall be issued,
endorsed or accepted in its name, or on its behalf, unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other

                                       19








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Officer, agent or employee thereunto authorized may effect loans and advances at
any time for the Corporation from any Person (including any bank, trust company
or other institution) and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

                  SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the President
and or such other Executive Officer or Other Officer, agent, attorney, or
employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

                  SECTION 4. Proxies in Respect of Securities of Other
Corporations. The President and such other Executive or Other Officers as are
designated by the Chairman and Chief Executive Officer or the President and
Chief Operating Officer are authorized to vote by casting a ballot in person or
by voting by proxy on behalf of the Corporation the shares owned by the
Corporation of the stock or other securities in any other Corporation at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation.

                                       20








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                                  ARTICLE VIII

                                Indemnification

            The Corporation shall, and by reason of the enactment of this
By-Law hereby does, indemnify each and every individual (including his or her
heirs, executors and assigns) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

                                       21








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                                   ARTICLE IX

                                  Definitions

            For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

            "Corporation" shall mean Arby's Merger Corp.

            "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

            "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

            "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

            "Person" shall mean any individual, firm, corporation or other
entity.

            "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

            "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                   ARTICLE X

                                 Miscellaneous

                  SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate

                                       22










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<PAGE>



books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.

                  SECTION 2. Dividends and Reserves. The Board of Directors,
from time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                  SECTION 3. Seal. The corporate seal of the Corporation shall
be in the form of a circle and shall bear the name of the Corporation and the
year and state of its incorporation.

                  SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall end on the last day of December in each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI

                                   Amendments

            All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article

                                       23








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<PAGE>



IX above) of the Corporation then entitled to vote on such issue, or (ii) the
affirmative vote of not less than two-thirds of the directors of the Corporation
then holding office and entitled to vote on such issue.


                                       24



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>47
<DESCRIPTION>EXHIBIT 3.46
<TEXT>

<PAGE>


                      ARBY'S BUILDING AND CONSTRUCTION CO.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

                  SECTION 1. Registered Office in Georgia. The registered office
of the Corporation (as defined in Article IX below) in the State of Georgia
shall be located at 120 Peachtree Street, N.E. in the City of Atlanta, County of
DeKalb, and the name of the resident agent in charge thereof shall be CT
Corporation Systems.

                  SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 1000 Corporate Drive, Ft.
Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

                  SECTION 3. Other Offices. In addition to the registered office
in the State of Georgia and the principal executive office, the Corporation may
have offices at such other places within and without the State of Georgia as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

                  SECTION 1. Annual Meetings. The annual meeting of stockholders
of the Corporation for the election of directors and the transaction of such
other business as may be brought before the meeting in accordance with the
Certificate of Incorporation (as defined in Article IX below) and these By-Laws
shall be held on the date and at the time fixed from time to time by the Board
of Directors within thirteen (13) months after the date of the preceding annual
meeting. The annual meeting of stockholders of the Corporation shall not be
called or held otherwise than as








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<PAGE>



provided in the Certificate of Incorporation or in these By-Laws.

                  SECTION 2. Special Meeting. Special meetings of stockholders
of the Corporation may be called only at the direction of the President or the
Board of Directors.

                  SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Georgia,
unless some other place within or without the State of Georgia shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

                  SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

                  SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the
purpose of notice. If a stockholder gives no address to the Corporation for the

                                       2








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<PAGE>



purpose of notice, notice is duly given to such stockholder if sent by mail or
other means of written communication addressed to the place where the registered
office of the Corporation is situated, or if published, at least once in a
newspaper of general circulation in the county in which such office is located.

                  SECTION 6. Time of Notice. Any required notice of any meeting
of stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

                  SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

                  SECTION 8. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders of the Corporation, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to

                                       3








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<PAGE>



be held, which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder.

                  SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stock- holders; provided, however, that
the affirmative vote of a plurality in voting power present in person or
represented by proxy and entitled to vote shall be required to effect elections
of directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stock- holders to have less than a quorum.

                  SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned

                                       4








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<PAGE>




meeting.

                  SECTION 11. Organization. At every meeting of stockholders of
the Corporation, the President or, in the absence of such officer, such
individual as shall have been designated by the President or, if such officer
has not done so, by a resolution adopted by the affirmative vote of a majority
of the Board of Directors, shall act as chairman of the meeting. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                  SECTION 12. Agenda and Rules of Order. The chairman of the
meeting shall have sole authority to prescribe the agenda and rules of order for
the conduct of any meeting of stockholders of the Corporation and to determine
all questions arising thereat relating to the order of business and the conduct
of the meeting, except as otherwise required by law.

                  SECTION 13. Conduct of Business at Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders of
the Corporation only such business shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must have either been:

           (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or


            (B) brought before the meeting at the direction of the President or
the Board of

                                       5








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<PAGE>



           Directors

                  SECTION 14. Stockholder Action by Consent. Any action required
or permitted to be taken by the holders of the issued and outstanding stock of
the Corporation may be effected at an annual or special meeting of stockholders
or by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                   ARTICLE III

                               Board of Directors

                  SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

                  SECTION 2. Qualification of Director. Each director shall be
at least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

                  SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

                  SECTION 4. Election and Term of Office. The members of the
Board of Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her

                                       6









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<PAGE>



election and until his or her successor is elected and qualified, or until his
or her earlier death, resignation, retirement, disqualification or removal.

                  SECTION 5. Vacancies. Any vacancy in the Board of Directors
caused by death, resignation, retirement, disqualification or removal or any
other cause (including an increase in the number of directors) may be filled
solely by resolution adopted by the affirmative vote of a majority of the
directors then in office, whether or not such majority constitutes less than a
quorum, or by a sole remaining director. Any new director elected to fill a
vacancy on the Board of Directors will serve for the remainder of the full term
of the director for which the vacancy occurred. No decrease in the size of the
Board of Directors shall have the effect of shortening the term of any incumbent
director.

                  SECTION 6. Resignation of Directors. Any director may resign
at any time. Such resignation shall be made in writing and shall take effect at
the time specified therein, and if no time be specified, shall take effect at
the time of its receipt by the President or the Secretary of the Corporation.
The acceptance of a resignation shall not be necessary to make it effective, but
no resignation shall discharge any accrued obligation or duty of a director.

                  SECTION 7. Removal of Directors. A duly elected director of
the Corporation may be removed from such position, with or without cause, only
by the affirmative vote of the holders of two-thirds (2/3) of the voting power
of the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class..

                  SECTION 8. Quorum of Directors. Except as otherwise required
by law or by the Certificate of Incorporation or by these By-Laws, (i) a
majority of the directors in office at the

                                       7









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<PAGE>



time of a duly assembled meeting shall constitute a quorum and be sufficient for
the transaction of business, and (ii) any act of a majority of the directors
present at a meeting at which there is a quorum shall be the act of the Board of
Directors.

                  SECTION 9. Place of Meeting. Subject to the provisions of
Section 10 of this Article III, the Board of Directors may hold any meeting at
such place or places within or without the State of Georgia as it may determine.

                  SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

                  SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Georgia as the Board of Directors shall from time to time determine.

                  SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Georgia as shall be specified in the notice of meeting.

                  SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.


                                        8








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<PAGE>




                  SECTION 14. Organization. A majority of the directors present
may elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

                  SECTION 15. Order of Business. Unless otherwise determined by
the Board of Directors the order of business and rules of order at any meeting
of the Board of Directors shall be determined by the chairman of the meeting.

                  SECTION 16. Adjournment. Any meeting of the Board of Directors
may be adjourned from time to time by a majority of the directors present,
whether or not they shall constitute a quorum, and no notice shall be required
of any adjourned meeting beyond the announcement of such adjournment at the
meeting.

                  SECTION 17. Action by Board of Directors Without a Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all the members of the Board or the committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.

                  SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any

                                       9









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<PAGE>




committee thereof may participate in a meeting of the Board of Directors or of
such committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting in such manner shall
constitute presence in person at such a meeting.

                  SECTION 19. Compensation. Each director, in consideration of
his or her serving as such, shall be entitled to receive from the Corporation
such compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

               SECTION 1. Committees. By resolution adopted by the
affirmative vote of a majority of the Board of Directors, the Board of Directors
may appoint one or more committees, which may include as members directors only
or directors and non-directors, as the Board of Directors may from time to time
consider desirable, and such committees shall have such powers and duties as the
Board of Directors shall determine and as shall be specified in the resolution
of appointment; provided, however, that the powers and duties of any such
committee whose

                                       10









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<PAGE>



members shall include non-directors shall be limited to making recommendations
to the Board of Directors.

                  SECTION 2. Committee Vacancies. Any member of a committee
appointed pursuant to this Article IV shall serve at the pleasure of the Board
of Directors, which Board shall have the power at any time by the affirmative
vote of a majority of the Board of Directors to remove any member, with or
without cause, and to fill vacancies in the membership of a committee. No
committee appointed pursuant to this Article IV shall have the power to fill any
vacancy in the membership of such committee. Any committee appointed pursuant to
Section 1 of this Article IV shall exist at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to change the powers and duties of any
such committee or to dissolve it.

                  SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Georgia as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee

                                       11








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<PAGE>



that notice thereof shall have been given to any committee member who is present
at the meeting or, if absent, waives notice thereof in writing filed with the
records of the meeting either before or after the holding thereof. The majority
of the members of a committee shall constitute a quorum for the transaction of
committee business, and the act of a majority of the members present at any
meeting at which there is a quorum shall be the act of the committee. A
committee shall keep regular minutes of its meetings and all action taken or
resolutions adopted shall be reported to the Board of Directors at the meeting
of the Board next following such action.

                                    ARTICLE V

                                    Officers

                  SECTION 1. Executive Officers. At the organization meeting of
the Board of Directors following the annual meeting of stockholders, the Board
of Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The Board of Directors may from time to time appoint such
other officers and agents of the Corporation as the interests of the Corporation
may require and may fix their duties and terms of office. To the extent
permitted by law, any number of offices may be held by the same person.

                  SECTION 2. Other Officers. In addition to the Executive
Officers elected by the Board of Directors pursuant to Section 1 of this Article
V, the President may from time to time

                                       12








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<PAGE>




appoint such other officers of the Corporation, including Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Controllers, as the interests of the Corporation may require (the "Other
Officers"); provided, however, that no Other Officer may be appointed to the
office of Chairman, Chairman Emeritus, Vice Chairman, President, Executive Vice
President, Senior Vice President, Secretary or Treasurer. Each appointment of an
Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

                  SECTION 3. Term of Office. Each Executive Officer shall hold
office until the organization meeting of the Board of Directors following the
annual meeting of stockholders next succeeding such officer's election and until
such officer's successor is elected and qualified, or until such officer's
earlier death, resignation, retirement or removal. Each Other Officer shall hold
office for a term to be decided by the appointing President; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing President.

                  SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the President.

                  SECTION 5. Vacancies. A vacancy in any Executive Office or
Other Office arising from any cause may be filled for the unexpired portion of
the term by the Board of Directors. A vacancy in any Other Office arising from
any cause may be filled for the unexpired portion of the term by the President.

                                     13








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                  SECTION 6. Compensation of Officers. The salaries or
compensation, if any, of the President shall be fixed by the Board of Directors.
The salaries or compensation of the other Executive Officers, and of the Other
Officers and division officers, if there be any, may be fixed from time to time
by the Board of Directors or the President.

                  SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The
Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

                  SECTION 8. President. The President shall be the chief
executive officer and chief operating officer of the Corporation and, subject to
the control of the Board of Directors, shall have general charge and control of
the business, operations and affairs of the Corporation, with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
Secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same, and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are

                                       14








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commonly incident to the office of President or which are delegated to such
officer by the Board of Directors shall preside at meetings of stockholders of
the Corporation.

                  SECTION 9. Executive Vice Presidents, Senior Vice Presidents
and Vice Presidents Elected by the Board. The Executive Vice Presidents, the
Senior Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the President.

                  SECTION 10. Secretary. The Secretary shall record the
proceedings of all meetings of stockholders of the Corporation and of the Board
of Directors which such officer attends in a book or books to be kept for that
purpose. Such officer shall attend to the giving and serving of all notices on
behalf of the Corporation, shall have custody of the records and the seal of the
Corporation and shall affix the seal to any instrument which requires the seal
of the Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

                  SECTION 11. Treasurer. The Treasurer shall have custody and
control of all funds and securities of the Corporation, except as otherwise
provided by the Board of Directors. Such officer shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books to be
kept for that purpose, shall deposit all money and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall render to the President or the
Board of Directors, whenever any of them may require it, an account of all such
officer's transactions as Treasurer and an account of the

                                       15








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<PAGE>



financial condition of the Corporation. Such officer shall also perform such
other duties as may from time to time be assigned to such officer by the Board
of Directors or the President.

                  SECTION 12. Powers and Duties of Other Officers. The Other
Officers shall have such powers and perform such duties as may from time to time
be assigned to them by the Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

                  SECTION 1. Certificates. Each stockholder of the Corporation
shall be entitled to a certificate or certificates signed by or in the name of
the Corporation by the Chairman and Chief Executive Officer, the President and
Chief Operating Officer, an Executive Vice President or a Senior Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

                  In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he, she or it was such officer, Transfer Agent or Registrar at the date of
issue.

                  All certificates of each class or series shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Every certificate shall certify the name of the Person owning
the shares represented thereby, with the number of shares and the date of issue.
The names and addresses of all Persons owning shares of the Corporation, with
the

                                       16








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<PAGE>



number of shares owned by each and the date or dates of issue of the shares held
by each, shall be entered in the books of the Corporation kept for that purpose
by the proper officers, agents or employees of the Corporation.

                  The Corporation shall be entitled to treat the holder of
record of any share or shares of stock of the Corporation as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other Persons,
whether or not it has actual or other notice thereof, except as provided by law.

                  SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                  SECTION 3. Lost, Stolen or Destroyed Certificates. The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of the
fact by the Person claiming the certificate or certificates to be lost, stolen
or destroyed. In its discretion and as a condition precedent to the issuance of
any such new certificate or certificates, the Board of Directors may require
that the owner of such lost, stolen or destroyed certificate or certificates, or
such Person's legal representative, advertise the same in such manner as the
Board shall require and/or give the Corporation and its Transfer Agent or
Agents, Registrar or Registrars a bond in such form and amount as the Board of
Directors may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or

                                       17








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<PAGE>



Agents, Registrar or Registrars, and that the owner requesting such new
certificate or certificates obtain a final order or decree of a court of
competent jurisdiction as such owner's right to receive such new certificate or
certificates.

                  SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with
such proof or guarantee of the authenticity of the signature as the Corporation
or its agents may reasonably require.

                  SECTION 5. Transfer Agents and Registrars. The Corporation may
have one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

                  SECTION 6. Closing of Transfer Books and Fixing of Record
Date. The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding sixty (60) days preceding the date
of any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in

                                       18








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<PAGE>




advance a date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of any meeting of stockholders nor more than sixty
(60) days before the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case such
stockholders, and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

                  SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the President shall have
any

                                       19








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<PAGE>




power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

                  SECTION 2. Loans. No loan shall be contracted in the name or
on behalf of the Corporation, and no evidence of indebtedness shall be issued,
endorsed or accepted in its name, or on its behalf, unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other Officer, agent or employee
thereunto authorized may effect loans and advances at any time for the
Corporation from any Person (including any bank, trust company or other
institution) and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized as aforesaid, as security for the payment of any and all loans
and advances may make, execute and deliver promissory notes or other evidences
of indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

                  SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the President
and or such other Executive Officer or Other Officer, agent, attorney, or
employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

                                       20








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<PAGE>




                  SECTION 4. Proxies in Respect of Securities of Other
Corporations. The President and such other Executive or Other Officers as are
designated by the Chairman and Chief Executive Officer or the President and
Chief Operating Officer are authorized to vote by casting a ballot in person or
by voting by proxy on behalf of the Corporation the shares owned by the
Corporation of the stock or other securities in any other Corporation at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

           The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that

                                       21








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<PAGE>



it has the power to do so under Georgia Law. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any agreement, contract of insurance, vote of stockholders or
disinterested directors, or other By-Laws or otherwise, or of or other By-Laws
or otherwise, or of the broader power of the Corporation to indemnify a
director, Executive Officer, Other Officer, employee or agent of the Corporation
as authorized by Georgia Law.



                                       22








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                                   ARTICLE IX

                                   Definitions

           For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

           "Corporation" shall mean Arby?s Building and Construction Co. Merger
Corp.

           "Georgia Law" shall mean the Business Corporation Code of the State
of Georgia, as amended from time to time.

           "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

           "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

           "Person" shall mean any individual, firm, corporation or other
entity.
           
           "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

           "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

                  SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Georgia as
the Board of Directors may from time to time determine. The stock record books
and the blank stock certificate books shall be

                                       23










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<PAGE>



kept by the Secretary or by any other officer or agent designated by the Board
of Directors.

                  SECTION 2. Dividends and Reserves. The Board of Directors,
from time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                  SECTION 3. Seal. The corporate seal of the Corporation shall
be in the form of a circle and shall bear the name of the Corporation and the
year and state of its incorporation.

                  SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall end on the last day of December in each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI

                                   Amendments

           All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Georgia Law or any provision of the Certificate of Incorporation may be made, by
(i) the affirmative vote of stockholders holding not less than two-thirds of the
voting power of the Voting Shares (as defined in Article IX above) of the
Corporation then entitled to vote on such issue, or (ii) the affirmative vote of
not less than two-thirds of the directors of the Corporation then holding office
and entitled to vote on such issue.

                                        24


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</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>48
<DESCRIPTION>EXHIBITS 3.47
<TEXT>

<PAGE>


                            TJ HOLDING COMPANY, INC.

                                    BY-LAWS

                                   ARTICLE I
                                    Offices

                  SECTION 1. Registered Office in Delaware. The registered
office of the Corporation (as defined in Article IX below) in the State of
Delaware shall be located at 1209 Orange Street in the City of Wilmington,
County of New Castle, and the name of the resident agent in charge thereof shall
be The Corporation Trust Company.

                  SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 1000 Corporate Drive, 5th Floor,
Ft. Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

                  SECTION 3. Other Offices. In addition to the registered office
in the State of Delaware and the principal executive office, the Corporation may
have offices at such other places within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            Meeting of Stockholders

                  SECTION 1. Annual Meetings. The annual meeting of stockholders
of the Corporation for the election of directors and the transaction of such
other business as may be brought before the meeting in accordance with the
Certificate of Incorporation (as defined in Article IX below) and these By-Laws
shall be held on the date and at the time fixed from time to time by the Board
of Directors within thirteen (13) months after the date of the preceding










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<PAGE>



annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

                 SECTION 2. Special Meeting. Special meetings of stockholders of
the Corporation may be called only at the direction of the President or the
Board of Directors.

                  SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

                  SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

                  SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the
purpose of notice. If a stockholder gives no address to the 

                                       2








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Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

                  SECTION 6. Time of Notice. Any required notice of any meeting
of stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

                  SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

                  SECTION 8. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders of the Corporation, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of

                                       3








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<PAGE>




the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder.

                  SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that the
affirmative vote of a plurality in voting power present in person or represented
by proxy and entitled to vote shall be required to effect elections of
directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

                  SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

                                       4








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                  SECTION 11. Organization. At every meeting of stockholders of
the Corporation, the President or, in the absence of such officer, such
individual as shall have been designated by the President or, if such officer
has not done so, by a resolution adopted by the affirmative vote of a majority
of the Board of Directors, shall act as chairman of the meeting. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                  SECTION 12. Agenda and Rules of Order. The chairman of the
meeting shall have sole authority to prescribe the agenda and rules of order for
the conduct of any meeting of stockholders of the Corporation and to determine
all questions arising thereat relating to the order of business and the conduct
of the meeting, except as otherwise required by law. 

                  SECTION 13. Conduct of Business at Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders of
the Corporation only such business shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must have either been:

            (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board of Directors; or

            (B) brought before the meeting at the direction of the President or
the Board of Directors.

                                       5








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<PAGE>



            SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                  ARTICLE III

                               Board of Directors

                  SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

                  SECTION 2. Qualification of Director. Each director shall be
at least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

                  SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

                  SECTION 4. Election and Term of Office. The members of the
Board of Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

                  SECTION 5. Vacancies. Any vacancy in the Board of Directors
caused by

                                       6








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<PAGE>



death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

                  SECTION 6. Resignation of Directors. Any director may resign
at any time. Such resignation shall be made in writing and shall take effect at
the time specified therein, and if no time be specified, shall take effect at
the time of its receipt by the President or the Secretary of the Corporation.
The acceptance of a resignation shall not be necessary to make it effective, but
no resignation shall discharge any accrued obligation or duty of a director.

                  SECTION 7. Removal of Directors. A duly elected director of
the Corporation may be removed from such position, with or without cause, only
by the affirmative vote of the holders of two-thirds (2/3) of the voting power
of the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

                  SECTION 8. Quorum of Directors. Except as otherwise required
by law or by the Certificate of Incorporation or by these By-Laws, (i) a
majority of the directors in office at the time of a duly assembled meeting
shall constitute a quorum and be sufficient for the transaction of business, and
(ii) any act of a majority of the directors present at a meeting at which there
is a quorum shall be the act of the Board of Directors.

                                       7









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<PAGE>



                  SECTION 9. Place of Meeting. Subject to the provisions of
Section 10 of this Article III, the Board of Directors may hold any meeting at
such place or places within or without the State of Delaware as it may
determine.

                  SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

                  SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

                  SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

                  SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

                  SECTION 14. Organization. A majority of the directors present
may elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary

                                       8







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and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

                  SECTION 15. Order of Business. Unless otherwise determined by
the Board of Directors the order of business and rules of order at any meeting
of the Board of Directors shall be determined by the chairman of the meeting.

                  SECTION 16. Adjournment. Any meeting of the Board of Directors
may be adjourned from time to time by a majority of the directors present,
whether or not they shall constitute a quorum, and no notice shall be required
of any adjourned meeting beyond the announcement of such adjournment at the
meeting.

                  SECTION 17. Action by Board of Directors Without a Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all the members of the Board or the committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.

                  SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
the Board of Directors or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting in such manner shall constitute presence in person at such a meeting.

                  SECTION 19. Compensation. Each director, in consideration of
his or her

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<PAGE>



serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                            Committees of Directors

                  SECTION 1. Committees. By resolution adopted by the
affirmative vote of a majority of the Board of Directors, the Board of
Directors may appoint one or more committees, which may include as members
directors only or directors and non-directors, as the Board of Directors may
from time to time consider desirable, and such committees shall have such
powers and duties as the Board of Directors shall determine and as shall be
specified in the resolution of appointment; provided, however, that the powers
and duties of any such committee whose members shall include non-directors
shall be limited to making recommendations to the Board of Directors.

                  SECTION 2. Committee Vacancies. Any member of a committee
appointed pursuant to this Article IV shall serve at the pleasure of the Board
of Directors, which Board shall have the power at any time by the affirmative
vote of a majority of the Board of

                                       10










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<PAGE>



Directors to remove any member, with or without cause, and to fill vacancies in
the membership of a committee. No committee appointed pursuant to this Article
IV shall have the power to fill any vacancy in the membership of such committee.
Any committee appointed pursuant to Section 1 of this Article IV shall exist at
the pleasure of the Board of Directors, which Board shall have the power at any
time by the affirmative vote of a majority of the Board of Directors to change
the powers and duties of any such committee or to dissolve it.

                  SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes

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of its meetings and all action taken or resolutions adopted shall be reported to
the Board of Directors at the meeting of the Board next following such action.


                                   ARTICLE V

                                    Officers

                  SECTION 1. Executive Officers. At the organization meeting of
the Board of Directors following the annual meeting of stockholders, the Board
of Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The Board of Directors may from time to time appoint such
other officers and agents of the Corporation as the interests of the Corporation
may require and may fix their duties and terms of office. To the extent
permitted by law, any number of offices may be held by the same person.

                  SECTION 2. Other Officers. In addition to the Executive
Officers elected by the Board of Directors pursuant to Section 1 of this Article
V, the President may from time to time appoint such other officers of the
Corporation, including Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Controllers, as the interests of the
Corporation may require (the "Other Officers"); provided, however, that no Other
Officer may be appointed to the office of Chairman, Chairman Emeritus, Vice
Chairman, President, Executive Vice President, Senior Vice President, Secretary
or Treasurer. Each appointment of

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an Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

                  SECTION 3. Term of Office. Each Executive Officer shall hold
office until the organization meeting of the Board of Directors following the
annual meeting of stockholders next succeeding such officer's election and until
such officer's successor is elected and qualified, or until such officer's
earlier death, resignation, retirement or removal. Each Other Officer shall hold
office for a term to be decided by the appointing President; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing President.

                  SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the President.

                  SECTION 5. Vacancies. A vacancy in any Executive Office or
Other Office arising from any cause may be filled for the unexpired portion of
the term by the Board of Directors. A vacancy in any Other Office arising from
any cause may be filled for the unexpired portion of the term by the President.

                  SECTION 6. Compensation of Officers. The salaries or
compensation, if any, of the President shall be fixed by the Board of Directors.
The salaries or compensation of the other Executive Officers, and of the Other
Officers and division officers, if there be any, may be fixed from time to time
by the Board of Directors or the President.

                  SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The

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Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

                  SECTION 8. President. The President shall be the chief
executive officer and chief operating officer of the Corporation and, subject to
the control of the Board of Directors, shall have general charge and control of
the business, operations and affairs of the Corporation, with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
Secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same, and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of President or which
are delegated to such officer by the Board of Directors shall preside at
meetings of stockholders of the Corporation.

                  SECTION 9. Executive Vice Presidents, Senior Vice Presidents
and Vice Presidents Elected by the Board. The Executive Vice Presidents, the
Senior Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time

                                       14








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<PAGE>


be assigned to them by the Board of Directors or the President.

                  SECTION 10. Secretary. The Secretary shall record the
proceedings of all meetings of stockholders of the Corporation and of the Board
of Directors which such officer attends in a book or books to be kept for that
purpose. Such officer shall attend to the giving and serving of all notices on
behalf of the Corporation, shall have custody of the records and the seal of the
Corporation and shall affix the seal to any instrument which requires the seal
of the Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

                  SECTION 11. Treasurer. The Treasurer shall have custody and
control of all funds and securities of the Corporation, except as otherwise
provided by the Board of Directors. Such officer shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books to be
kept for that purpose, shall deposit all money and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall render to the President or the
Board of Directors, whenever any of them may require it, an account of all such
officer's transactions as Treasurer and an account of the financial condition of
the Corporation. Such officer shall also perform such other duties as may from
time to time be assigned to such officer by the Board of Directors or the
President.

                  SECTION 12. Powers and Duties of Other Officers. The Other
Officers shall have such powers and perform such duties as may from time to time
be assigned to them by the Board of Directors or the President.

                                       15









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<PAGE>



                                   ARTICLE VI

                                 Capital Stock

                  SECTION 1. Certificates. Each stockholder of the Corporation
shall be entitled to a certificate or certificates signed by or in the name of
the Corporation by the Chairman and Chief Executive Officer, the President and
Chief Operating Officer, an Executive Vice President or a Senior Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

                  In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he, she or it was such officer, Transfer Agent or Registrar at the date of
issue.

                  All certificates of each class or series shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Every certificate shall certify the name of the Person owning
the shares represented thereby, with the number of shares and the date of issue.
The names and addresses of all Persons owning shares of the Corporation, with
the number of shares owned by each and the date or dates of issue of the shares
held by each, shall be entered in the books of the Corporation kept for that
purpose by the proper officers, agents or employees of the Corporation.

                  The Corporation shall be entitled to treat the holder of
record of any share or shares of stock of the Corporation as the holder in fact
thereof and, accordingly, shall not

                                       16








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<PAGE>



be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other Persons, whether or not it has actual or
other notice thereof, except as provided by law.

                 SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                 SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation. and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

                 SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney,


                                       17








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<PAGE>



upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

                  SECTION 5. Transfer Agents and Registrars. The Corporation may
have one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

                  SECTION 6. Closing, of Transfer Books and Fixing of Record
Date. The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding sixty (60) days preceding the date
of any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any,
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment

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<PAGE>



thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                  ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

                  SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the President shall have
any power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

                  SECTION 2. Loans. No loan shall be contracted in the name or
on behalf of the Corporation, and no evidence of indebtedness shall be issued,
endorsed or accepted in its name, or on its behalf, unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other

                                       19








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<PAGE>



Officer, agent or employee thereunto authorized may effect loans and advances at
any time for the Corporation from any Person (including any bank, trust company
or other institution) and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

                  SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the President
and or such other Executive Officer or Other Officer, agent, attorney, or
employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

                  SECTION 4. Proxies in Respect of Securities of Other
Corporations. The President and such other Executive or Other Officers as are
designated by the Chairman and Chief Executive Officer or the President and
Chief Operating Officer are authorized to vote by casting a ballot in person or
by voting by proxy on behalf of the Corporation the shares owned by the
Corporation of the stock or other securities in any other Corporation at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation.

                                       20








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                                  ARTICLE VIII

                                Indemnification

            The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

                                       21










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                                   ARTICLE IX

                                  Definitions

            For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

            "Corporation" shall mean TJ Holding Company, Inc.

            "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

            "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws. 

            "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

            "Person" shall mean any individual, firm, corporation or other
entity.

            "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

            "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                   ARTICLE X

                                 Miscellaneous

                  SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate

                                       22








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<PAGE>



books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.

                  SECTION 2. Dividends and Reserves. The Board of Directors,
from time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                  SECTION 3. Seal. The corporate seal of the Corporation shall
be in the form of a circle and shall bear the name of the Corporation and the
year and state of its incorporation.

                  SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall end on the last day of December in each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI

                                   Amendments

            All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article

                                       23









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<PAGE>




IX above) of the Corporation then entitled to vote on such issue, or (ii) the
affirmative vote of not less than two-thirds of the directors of the Corporation
then holding office and entitled to vote on such issue.

                                       24



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>49
<DESCRIPTION>EXHIBIT 3.48
<TEXT>

<PAGE>



                     ARBY'S RESTAURANT CONSTRUCTION COMPANY

                                    BY-LAWS


                                   ARTICLE I

                                    Offices

     SECTION 1. Registered Office in Delaware. The registered office of the
Corporation (as defined in Article IX below) in the State of Delaware shall be
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

     SECTION 2. Principal Executive Office. The principal executive office of
the Corporation shall be located at 1000 Corporate Drive, 5th Floor, Ft.
Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

     SECTION 3. Other Offices. In addition to the registered office in the State
of Delaware and the principal executive office, the Corporation may have offices
at such other places within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            Meeting of Stockholders

     SECTION 1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the Board of
Directors within thirteen (13) months after the date of the preceding






 <PAGE>


<PAGE>



annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

     SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

     SECTION 3. Place of Meeting. Annual and special meetings of stockholders of
the Corporation shall be held at the registered office of the Corporation in the
City of Wilmington, County of New Castle, State of Delaware, unless some other
place within or without the State of Delaware shall have been fixed by a
resolution adopted by the Board and designated in the notice of meeting.

     SECTION 4. Notice of Meetings. Notice of every meeting of stockholders of
the Corporation, annual or special, stating the time, place and, in general
terms, the purpose or purposes thereof, shall be given by the President or the
Secretary of the Corporation to each stockholder of record entitled to vote at
the meeting. Notice of the time, place and purposes of any annual or special
meeting of stockholders may be dispensed with if every stockholder entitled to
notice of and to vote at such meeting shall attend, either in person or by
proxy, or if every absent stockholder entitled to such notice and vote shall, in
a writing or writings filed with the records of the meeting either before or
after the holding thereof, waives such notice.

     SECTION 5. Means of Giving Notice. A notice of any annual or special
meeting of stockholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
stockholder at such stockholder's address appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose of
notice. If a stockholder gives no address to the Corporation


                                       2






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<PAGE>



for the purpose of notice, notice is duly given to such stockholder if sent by
mail or other means of written communication addressed to the place where the
registered office of the Corporation is situated, or if published, at least once
in a newspaper of general circulation in the county in which such office is
located.

     SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

     SECTION 7. Record Date. The record date for determining stockholders
entitled to notice of and to vote at any meeting of stockholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

     SECTION 8. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not


                                       3






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<PAGE>



specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder.

     SECTION 9. Quorum. At any meeting of stockholders of the Corporation the
presence in person or by proxy of the holders of a majority in voting power of
the outstanding stock of the Corporation entitled to vote shall constitute a
quorum for the transaction of business brought before the meeting in accordance
with the Certificate of Incorporation and these By-Laws and, a quorum being
present, the affirmative vote of the holders of a majority in voting power
present in person or represented by proxy and entitled to vote shall be required
to effect action by stock- holders; provided, however, that the affirmative vote
of a plurality in voting power present in person or represented by proxy and
entitled to vote shall be required to effect elections of directors. The
stockholders present at any duly organized meeting of stockholders may continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to have less than a quorum.

     SECTION 10. Adjournment. Any meeting of stockholders of the Corporation may
be adjourned from time to time, without notice other than by announcement at the
meeting by the chairman of the meeting at which such adjournment is taken, and
at any such adjourned meeting at which a quorum shall be present any action may
be taken that could have been taken at the meeting originally called; provided,
however, that if the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting.


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     SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the affirmative vote of a majority of the Board
of Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

     SECTION 12. Agenda and Rules of Order. The chairman of the meeting shall
have sole authority to prescribe the agenda and rules of order for the conduct
of any meeting of stockholders of the Corporation and to determine all questions
arising thereat relating to the order of business and the conduct of the
meeting, except as otherwise required by law.

     SECTION 13. Conduct of Business at Meetings. Except as otherwise provided
by law, at any annual or special meeting of stockholders of the Corporation only
such business shall be conducted as shall have been properly brought before the
meeting. In order to be properly brought before the meeting, such business must
have either been:

     (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

     (B) brought before the meeting at the direction of the President or the
Board of Directors.

     SECTION 14. Stockholder Action by Consent. Any action required or


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permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                  ARTICLE III

                               Board of Directors

     SECTION 1. Board of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     SECTION 2. Qualification of Director. Each director shall be at least
eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

     SECTION 3. Number of Directors. The Board of Directors shall consist of not
fewer than two (2) nor more than fifteen (15) individuals, the exact number to
be fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of directors then in office.

     SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

     SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, retirement, disqualification or removal or any other cause
(including an


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increase in the number of directors) may be filled solely by resolution adopted
by the affirmative vote of a majority of the directors then in office, whether
or not such majority constitutes less than a quorum, or by a sole remaining
director. Any new director elected to fill a vacancy on the Board of Directors
will serve for the remainder of the full term of the director for which the
vacancy occurred. No decrease in the size of the Board of Directors shall have
the effect of shortening the term of any incumbent director.

     SECTION 6. Resignation of Directors. Any director may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, and if no time be specified, shall take effect at the time of
its receipt by the President or the Secretary of the Corporation. The acceptance
of a resignation shall not be necessary to make it effective, but no resignation
shall discharge any accrued obligation or duty of a director.

     SECTION 7. Removal of Directors. A duly elected director of the Corporation
may be removed from such position, with or without cause, only by the
affirmative vote of the holders of two-thirds (2/3) of the voting power of the
outstanding capital stock of the Corporation entitled to vote in the election of
directors, voting as a single class.

     SECTION 8. Quorum of Directors. Except as otherwise required by law or by
the Certificate of Incorporation or by these By-Laws, (i) a majority of the
directors in office at the time of a duly assembled meeting shall constitute a
quorum and be sufficient for the transaction of business, and (ii) any act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors.

     SECTION 9. Place of Meeting. Subject to the provisions of Section 10 of
this Article III, the Board of Directors may hold any meeting at such place or
places within or


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without the State of Delaware as it may determine.

     SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section I of Article
V), and the transaction of other business.

     SECTION 11. Regular Meetings. Regular meetings of the Board of Directors
may be held at such times and at such places within or without the State of
Delaware as the Board of Directors shall from time to time determine.

     SECTION 12. Special Meetings. Special meetings of the Board of Directors
may be called by the President or any director, and any such meeting shall be
held at such time and at such place within or without the State of Delaware as
shall be specified in the notice of meeting.

     SECTION 13. Notice of Meeting. Subject to the provisions of Section 10 of
this Article III, notice of the place, day and hour of every meeting of the
Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his or her last known address or by
personally delivering, telegraphing or telephoning such notice to him or her at
least twenty-four (24) hours before the meeting.

     SECTION 14. Organization. A majority of the directors present may elect as
chairman of the meeting any director present. The Secretary of the Corporation
or, in the absence of such officer, an Assistant Secretary in attendance or, in
the absence of the Secretary and an Assistant Secretary, an individual appointed
by the chairman of the meeting shall act as a secretary of the meeting and keep
a record of the proceedings of the meeting.


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     SECTION 15. Order of Business. Unless otherwise determined by the Board of
Directors the order of business and rules of order at any meeting of the Board
of Directors shall be determined by the chairman of the meeting.

     SECTION 16. Adjounment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

     SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

     SECTION 18. Action by Conference Telephone. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
of Directors or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such a meeting.

     SECTION 19. Compensation. Each director, in consideration of his or her
serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable


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expenses incurred by him or her in attending meetings of the Board of Directors.
Each director who shall serve as a member of any committee of the Board of
Directors, in consideration of his or her serving as such, shall be entitled to
such additional compensation as the Board of Directors shall from time to time
determine, together with reimbursement for reasonable expenses incurred by him
or her in attending meetings of such committee. Nothing herein contained shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                                   ARTICLE IV

                            Committees of Directors

     SECTION 1. Committees. By resolution adopted by the affirmative vote of a
majority of the Board of Directors, the Board of Directors may appoint one or
more committees, which may include as members directors only or directors and
non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

     SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any


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vacancy in the membership of such committee. Any committee appointed pursuant to
Section 1 of this Article IV shall exist at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to change the powers and duties of any
such committee or to dissolve it.

     SECTION 3. Committee Meetings. Regular meetings of a committee appointed
pursuant to this Article IV shall be held at such times and at such places
within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.


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                                   ARTICLE V

                                    Officers

     SECTION 1. Executive Officers. At the organization meeting of the Board of
Directors following the annual meeting of stockholders, the Board of Directors
shall elect as executive officers of the Corporation a President a Secretary and
a Treasurer, and may elect as executive officers of the Corporation one or more
Chairmen, Chairmen Emeritus, Vice Chairmen, Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents. All such executive officers elected by the
Board of Directors are referred to in these By-Laws as "Executive Officers." The
Board of Directors may from time to time appoint such other officers and agents
of the Corporation as the interests of the Corporation may require and may fix
their duties and terms of office. To the extent permitted by law, any number of
offices may be held by the same person.

     SECTION 2. Other Officers. In addition to the Executive Officers elected by
the Board of Directors pursuant to Section 1 of this Article V, the President
may from time to time appoint such other officers of the Corporation, including
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Controllers, as the interests of the Corporation may require (the
"Other Officers"); provided, however, that no Other Officer may be appointed to
the office of Chairman, Chairman Emeritus, Vice Chairman, President, Executive
Vice President, Senior Vice President, Secretary or Treasurer. Each appointment
of an Other Officer shall be in writing and shall set forth the duties of the
Other Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

SECTION 3. Term of Office. Each Executive Officer shall hold office
until


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the organization meeting of the Board of Directors following the annual meeting
of stockholders next succeeding such officer's election and until such officer's
successor is elected and qualified, or until such officer's earlier death,
resignation, retirement or removal. Each Other Officer shall hold office for a
term to be decided by the appointing President; provided, however, that no such
term shall be for a period longer than the term of office of the appointing
President.

     SECTION 4. Removal of Officers. Any Executive Officer or Other Officer may
be removed from office with or without cause at any time by the affirmative vote
of a majority of the Board of Directors. Any Other Officer may be removed from
office at any time with or without cause by the President.

     SECTION 5. Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Directors. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the President.

     SECTION 6. Compensation of Officers. The salaries or compensation, if any,
of the President shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

     SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The Chairman,
Chairman Emeritus and Vice Chairman, if there by any, shall have such powers and
perform such duties as may from time to time be assigned to them by the Board of
Directors.

     SECTION 8. President. The President shall be the chief executive officer
and chief operating officer of the Corporation and, subject to the control of
the Board of Directors,


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shall have general charge and control of the business, operations and affairs of
the Corporation, with power and authority, when acting in the ordinary course of
business of the Corporation, in the name and on behalf of the Corporation and
under its seal attested by the Secretary or an Assistant Secretary of the
Corporation, or otherwise, to, (i) execute and deliver agreements, contracts,
certificates and other instruments, (ii) purchase and accept delivery of stocks,
bonds, evidences of interest and indebtedness, rights and options to acquire the
same, and all other securities, whether negotiable or non-negotiable, (iii)
sell, assign, transfer and deliver all stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same, and all other securities,
corporate or otherwise, now or hereafter standing in the name of or owned
beneficially by the Corporation and (iv) open and maintain accounts with banking
institutions, including investment banks and brokerage firms. Such officer shall
perform all other duties and enjoy all other powers which are commonly incident
to the office of President or which are delegated to such officer by the Board
of Directors shall preside at meetings of stockholders of the Corporation.

     SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section 1 of this Article V, if there be any, shall have such powers and perform
such duties as may from time to time be assigned to them by the Board of
Directors or the President.

     SECTION 10. Secretary. The Secretary shall record the proceedings of all
meetings of stockholders of the Corporation and of the Board of Directors which
such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving


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<PAGE>



and serving of all notices on behalf of the Corporation, shall have custody of
the records and the seal of the Corporation and shall affix the seal to any
instrument which requires the seal of the Corporation. Such officer shall, in
general, perform all the duties and functions incident to the office of
Secretary and shall also perform such other duties as may from time to time be
assigned to such officer by the Board of Directors or the President.

     SECTION 11. Treasurer. The Treasurer shall have custody and control of all
funds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors, and shall render to the President or the Board of Directors,
whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors or the President.

     SECTION 12. Powers and Duties of Other Officers. The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors or the President.

                                   ARTICLE VI

                                 Capital Stock

     SECTION 1. Certificates. Each stockholder of the Corporation shall be


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entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

     In case any officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, Transfer Agent or Registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he, she or it was
such officer, Transfer Agent or Registrar at the date of issue.

     All certificates of each class or series shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Every
certificate shall certify the name of the Person owning the shares represented
thereby, with the number of shares and the date of issue. The names and
addresses of all Persons owning shares of the Corporation, with the number of
shares owned by each and the date or dates of issue of the shares held by each,
shall be entered in the books of the Corporation kept for that purpose by the
proper officers, agents or employees of the Corporation.

     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other Persons, whether or
not it has actual or other notice thereof, except as provided by law.


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     SECTION 2. Cancellation of Certificates. All certificates surrendered to
the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
stock have been surrendered and cancelled.

     SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

     SECTION 4. Transfer of Shares. Shares of stock shall be transferable on the
books of the Corporation by the holder thereof, in person or by duly authorized
attorney, upon the surrender of the certificate or certificates representing the
shares to be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.


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     SECTION 5. Transfer Agents and Registrars. The Corporation may have one or
more Transfer Agents and one or more Registrars of its stocks, whose respective
duties the Board of Directors may define from time to time. No certificate of
stock shall be valid until countersigned by a Transfer Agent, if the Corporation
shall have a Transfer Agent, or until registered by the Registrar, if the
Corporation shall have a Registrar. The duties of Transfer Agent and Registrar
may be combined.

     SECTION 6. Closing of Transfer Books and Fixing of Record Date. The Board
of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent and in such case such stockholders, and only such stockholders as
shall be


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stockholders of record on the date so fixed, shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to such allotment of rights, or to exercise such
rights, or to give such consent as the case may be, notwithstanding any transfer
of any stock on the books of the Corporation after any such record date fixed as
aforesaid.

                                  ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

     SECTION 1. Execution of Contracts. The Board of Directors may authorize any
Executive or Other Officer, agent or employee of the Corporation to enter into
any contract or execute and deliver any instrument in the name or on behalf of
the Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no Executive or
Other Officer, agent or employee except the President shall have any power or
authority to bind the Corporation by any contract or to pledge its credit or to
render it liable pecuniarily for any purpose or to any amount.

     SECTION 2. Loans. No loan shall be contracted in the name or on behalf of
the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, or on its behalf, unless authorized by the Board of
Directors. Such authority may be general or confined to specific instances. When
so authorized, the Executive or Other Officer, agent or employee thereunto
authorized may effect loans and advances at any time for the Corporation from
any Person (including any bank, trust company or other institution) and for such
loans and advances may make, execute and deliver promissory notes or other
evidences of


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indebtedness of the Corporation, and, when authorized as aforesaid, as security
for the payment of any and all loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness and liabilities of the
Corporation, may mortgage, pledge, hypothecate or transfer any real or personal
property at any time owned or held by the Corporation, and to that end execute
instruments of mortgage or pledge or otherwise transfer such property.

     SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by the President and or such other
Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors
or the President.

     SECTION 4. Proxies in Respect of Securities of Other Corporations. The
President and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a ballot in person or by voting by
proxy on behalf of the Corporation the shares owned by the Corporation of the
stock or other securities in any other Corporation at meetings of the holders of
the stock or other securities of such other corporation, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation.

                                   ARTICLE VI

                                Indemnification


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     The Corporation shall, and by reason of the enactment of this By-Law hereby
does, indemnify each and every individual (including his or her heirs, executors
and assigns) who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, Executive Officer or Other Officer of the Corporation, or,
while a director, Executive Officer or Other Officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fees and
amounts paid in settlement in connection with such action, suit or proceeding,
to the full extent that it has the power to do so under Delaware Law. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, contract of insurance, vote of
stockholders or disinterested directors, or other By-Laws or otherwise, or of or
other By-Laws or otherwise, or of the broader power of the Corporation to
indemnify a director, Executive Officer, Other Officer, employee or agent of the
Corporation as authorized by Delaware Law.


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                                   ARTICLE IX

                                  Definitions

     For purposes of these By-Laws, the following terms shall have the meanings
set forth below:

     "Corporation" shall mean Arby's Restaurant Construction Company.

     "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

     "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

     "Other Officer" shall have the meaning set forth in Section 2 of Article V
of these By-Laws.

     "Person" shall mean any individual, firm, corporation or other entity.

     "Certificate of Incorporation" shall mean the Certificate of Incorporation
of the Corporation, as from time to time amended.

     "Voting Shares" shall mean any issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

                                   ARTICLE X

                                 Miscellaneous

     SECTION 1. Books and Records. The books and records of the Corporation may
be kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate books


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shall be kept by the Secretary or by any other officer or agent designated by
the Board of Directors.

     SECTION 2. Dividends and Reserves. The Board of Directors, from time to
time, may determine whether any, and, if any, what part of its net profits- of
the Corporation, or of its net assets in excess of its capital, available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation. The Board of Directors, in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net profits or net assets as a reserve for working capital, to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

     SECTION 3. Seal. The corporate seal of the Corporation shall be in the form
of a circle and shall bear the name of the Corporation and the year and state of
its incorporation.

     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on the
last day of December in each year unless the Board of Directors shall determine
otherwise.

                                   ARTICLE M

                                   Amendments

     All By-Laws of the Corporation shall be subject to alteration, amendment or
repeal, in whole or in part, and new By-Laws not inconsistent with Delaware Law
or any provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of stockholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article IX above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not less
than


                                       23






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<PAGE>



two-thirds of the directors of the Corporation then holding office and entitled
to vote on such issue.


                                       24


<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>50
<DESCRIPTION>EXHIBIT 3.49
<TEXT>

<PAGE>



                            ARBY'S RESTAURANTS, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     Offices

                      SECTION 1. Registered Office in Delaware. The registered
office of the Corporation (as defined in Article IX below) in the State of
Delaware shall be located at 1209 Orange Street in the City of Wilmington,
County of New Castle, and the name of the resident agent in charge thereof shall
be The Corporation Trust Company.

                      SECTION 2. Principal Executive Office. The principal
executive office of the Corporation shall be located at 1000 Corporate Drive,
5th Floor, Ft. Lauderdale, FL 33334, or such other location as the Board of
Directors shall determine.

                      SECTION 3. Other Offices. In addition to the registered
office in the State of Delaware and the principal executive office, the
Corporation may have offices at such other places within and without the State
of Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

                      SECTION 1. Annual Meetings. The annual meeting of
stockholders of the Corporation for the election of directors and the
transaction of such other business as may be brought before the meeting in
accordance with the Certificate of Incorporation (as defined in Article IX
below) and these By-Laws shall be held on the date and at the time fixed from
time to time by the Board of Directors within thirteen (13) months after the
date of the preceding






 <PAGE>


<PAGE>




annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

                      SECTION 2. Special Meeting. Special meetings of
stockholders of the Corporation may be called only at the direction of the
President or the Board of Directors.

                      SECTION 3. Place of Meeting. Annual and special meetings
of stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

                      SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

                      SECTION 5. Means of Giving Notice. A notice of any annual
or special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the
purpose of notice. If a stockholder gives no address to the

                                        2






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Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

                      SECTION 6. Time of Notice. Any required notice of any
meeting of stockholders of the Corporation shall be sent to each stockholder
entitled thereto not less than ten (10) nor more than sixty (60) days prior to
the date of the meeting.

                      SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

                      SECTION 8. List of Stockholders. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders of the Corporation, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of

                                        3






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<PAGE>




the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder.

                      SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that
the affirmative vote of a plurality in voting power present in person or
represented by proxy and entitled to vote shall be required to effect elections
of directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

                      SECTION 10. Adjournment. Any meeting of stockholders of
the Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

                                        4






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                      SECTION 11. Organization. At every meeting of stockholders
of the Corporation, the President or, in the absence of such officer, such
individual as shall have been designated by the President or, if such officer
has not done so, by a resolution adopted by the affirmative vote of a majority
of the Board of Directors, shall act as chairman of the meeting. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                      SECTION 12. Agenda and Rules of Order. The chairman of the
meeting shall have sole authority to prescribe the agenda and rules of order for
the conduct of any meeting of stockholders of the Corporation and to determine
all questions arising thereat relating to the order of business and the conduct
of the meeting, except as otherwise required by law.

                      SECTION 13. Conduct of Business at Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders of
the Corporation only such business shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must have either been:

             (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board of Directors; or

             (B) brought before the meeting at the direction of the President or
the Board of Directors.

                                        5






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                      SECTION 14. Stockholder Action by Consent. Any action
required or permitted to be taken by the holders of the issued and outstanding
stock of the Corporation may be effected at an annual or special meeting of
stockholders or by the consent in writing of such stockholders or any of them,
which writing shall be filed with the minutes of proceedings of the
stockholders.

                                   ARTICLE III

                               Board of Directors

                      SECTION 1. Board of Directors. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.

                      SECTION 2. Qualification of Director. Each director shall
be at least eighteen (18) years of age. Directors need not be stockholders of
the Corporation.

                      SECTION 3. Number of Directors. The Board of Directors
shall consist of not fewer than two (2) nor more than fifteen (15) individuals,
the exact number to be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority of directors then in office.

                      SECTION 4. Election and Term of Office. The members of the
Board of Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

                      SECTION 5. Vacancies. Any vacancy in the Board of
Directors caused by

                                        6






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<PAGE>




death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

                      SECTION 6. Resignation of Directors. Any director may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, and if no time be specified, shall take
effect at the time of its receipt by the President or the Secretary of the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, but no resignation shall discharge any accrued obligation or duty of
a director.

                      SECTION 7. Removal of Directors. A duly elected director
of the Corporation may be removed from such position, with or without cause,
only by the affirmative vote of the holders of two-thirds (2/3) of the voting
power of the outstanding capital stock of the Corporation entitled to vote in
the election of directors, voting as a single class..

                      SECTION 8. Quorum of Directors. Except as otherwise
required by law or by the Certificate of Incorporation or by these By-Laws, (i)
a majority of the directors in office at the time of a duly assembled meeting
shall constitute a quorum and be sufficient for the transaction of business, and
(ii) any act of a majority of the directors present at a meeting at which there
is a quorum shall be the act of the Board of Directors.

                                        7






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                      SECTION 9. Place of Meeting. Subject to the provisions of
Section 10 of this Article III, the Board of Directors may hold any meeting at
such place or places within or without the State of Delaware as it may
determine.

                      SECTION 10. Organization Meeting. After each annual
meeting of stockholders of the Corporation, the Board of Directors shall meet
immediately at the place where such meeting of stockholders was held for the
purpose of organization, election of Executive Officers (as defined in Section 1
of Article V), and the transaction of other business.

                      SECTION 11. Regular Meetings. Regular meetings of the
Board of Directors may be held at such times and at such places within or
without the State of Delaware as the Board of Directors shall from time to time
determine.

                      SECTION 12. Special Meetings. Special meetings of the
Board of Directors may be called by the President or any director, and any such
meeting shall be held at such time and at such place within or without the State
of Delaware as shall be specified in the notice of meeting.

                      SECTION 13. Notice of Meetings. Subject to the provisions
of Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

                      SECTION 14. Organization. A majority of the directors
present may elect as chairman of the meeting any director present. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary

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and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

                      SECTION 15. Order of Business. Unless otherwise determined
by the Board of Directors the order of business and rules of order at any
meeting of the Board of Directors shall be determined by the chairman of the
meeting.

                      SECTION 16. Adjournment. Any meeting of the Board of
Directors may be adjourned from time to time by a majority of the directors
present, whether or not they shall constitute a quorum, and no notice shall be
required of any adjourned meeting beyond the announcement of such adjournment at
the meeting.

                      SECTION 17. Action by Board of Directors Without a
Meeting. Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all the members of the Board or the committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.

                      SECTION 18. Action by Conference Telephone. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or of such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such a meeting.

                      SECTION 19. Compensation. Each director, in consideration
of his or her

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serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

                      SECTION 1. Committees. By resolution adopted by the
affirmative vote of a majority of the Board of Directors, the Board of Directors
may appoint one or more committees, which may include as members directors only
or directors and non-directors, as the Board of Directors may from time to time
consider desirable, and such committees shall have such powers and duties as the
Board of Directors shall determine and as shall be specified in the resolution
of appointment; provided, however, that the powers and duties of any such
committee whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

                      SECTION 2. Committee Vacancies. Any member of a committee
appointed pursuant to this Article IV shall serve at the pleasure of the Board
of Directors, which Board shall have the power at any time by the affirmative
vote of a majority of the Board of

                                       10






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Directors to remove any member, with or without cause, and to fill vacancies in
the membership of a committee. No committee appointed pursuant to this Article
IV shall have the power to fill any vacancy in the membership of such committee.
Any committee appointed pursuant to Section 1 of this Article IV shall exist at
the pleasure of the Board of Directors, which Board shall have the power at any
time by the affirmative vote of a majority of the Board of Directors to change
the powers and duties of any such committee or to dissolve it.

                      SECTION 3. Committee Meetings. Regular meetings of a
committee appointed pursuant to this Article IV shall be held at such times and
at such places within or without the State of Delaware as the Board of Directors
or the committee shall from time to time determine, and no notice of such
regular meetings shall be required. Special meetings of any committee may be
called by the chairman of such committee or by the Chairman and Chief Executive
Officer or by the President and Chief Operating Officer, and shall be called by
the Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes

                                       11






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of its meetings and all action taken or resolutions adopted shall be reported to
the Board of Directors at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

                      SECTION 1. Executive Officers. At the organization meeting
of the Board of Directors following the annual meeting of stockholders, the
Board of Directors shall elect as executive officers of the Corporation a
President, a Secretary and a Treasurer, and may elect as executive officers of
the Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen,
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. All such
executive officers elected by the Board of Directors are referred to in these
By-Laws as "Executive Officers." The Board of Directors may from time to time
appoint such other officers and agents of the Corporation as the interests of
the Corporation may require and may fix their duties and terms of office. To the
extent permitted by law, any number of offices may be held by the same person.

                      SECTION 2. Other Officers. In addition to the Executive
Officers elected by the Board of Directors pursuant to Section 1 of this Article
V, the President may from time to time appoint such other officers of the
Corporation, including Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Controllers, as the interests of the
Corporation may require (the "Other Officers"); provided, however, that no Other
Officer may be appointed to the office of Chairman, Chairman Emeritus, Vice
Chairman, President, Executive Vice President, Senior Vice President, Secretary
or Treasurer. Each appointment of

                                       12






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an Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

                      SECTION 3. Term of Office. Each Executive Officer shall
hold office until the organization meeting of the Board of Directors following
the annual meeting of stockholders next succeeding such officer's election and
until such officer's successor is elected and qualified, or until such officer's
earlier death, resignation, retirement or removal. Each Other Officer shall hold
office for a term to be decided by the appointing President; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing President.

                      SECTION 4. Removal of Officers. Any Executive Officer or
Other Officer may be removed from office with or without cause at any time by
the affirmative vote of a majority of the Board of Directors. Any Other Officer
may be removed from office at any time with or without cause by the President.

                      SECTION 5. Vacancies. A vacancy in any Executive Office or
Other Office arising from any cause may be filled for the unexpired portion of
the term by the Board of Directors. A vacancy in any Other Office arising from
any cause may be filled for the unexpired portion of the term by the President.

                      SECTION 6. Compensation of Officers. The salaries or
compensation, if any, of the President shall be fixed by the Board of Directors.
The salaries or compensation of the other Executive Officers, and of the Other
Officers and division officers, if there be any, may be fixed from time to time
by the Board of Directors or the President.

                      SECTION 7. Chairman, Chairman Emeritus and Vice Chairman.
The

                                       13






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Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

                      SECTION 8. President. The President shall be the chief
executive officer and chief operating officer of the Corporation and, subject to
the control of the Board of Directors, shall have general charge and control of
the business, operations and affairs of the Corporation, with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
Secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same, and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of President or which
are delegated to such officer by the Board of Directors shall preside at
meetings of stockholders of the Corporation.

                      SECTION 9. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents Elected by the Board. The Executive Vice
Presidents, the Senior Vice Presidents and the Vice Presidents elected by the
Board of Directors pursuant to Section 1 of this Article V, if there be any,
shall have such powers and perform such duties as may from time to time

                                       14






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be assigned to them by the Board of Directors or the President.

                      SECTION 10. Secretary. The Secretary shall record the
proceedings of all meetings of stockholders of the Corporation and of the Board
of Directors which such officer attends in a book or books to be kept for that
purpose. Such officer shall attend to the giving and serving of all notices on
behalf of the Corporation, shall have custody of the records and the seal of the
Corporation and shall affix the seal to any instrument which requires the seal
of the Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

                      SECTION 11. Treasurer. The Treasurer shall have custody
and control of all funds and securities of the Corporation, except as otherwise
provided by the Board of Directors. Such officer shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books to be
kept for that purpose, shall deposit all money and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall render to the President or the
Board of Directors, whenever any of them may require it, an account of all such
officer's transactions as Treasurer and an account of the financial condition of
the Corporation. Such officer shall also perform such other duties as may from
time to time be assigned to such officer by the Board of Directors or the
President.

                      SECTION 12. Powers and Duties of Other Officers. The Other
Officers shall have such powers and perform such duties as may from time to time
be assigned to them by the Board of Directors or the President.

                                       15






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                                   ARTICLE VI

                                  Capital Stock

                      SECTION 1. Certificates. Each stockholder of the
Corporation shall be entitled to a certificate or certificates signed by or in
the name of the Corporation by the Chairman and Chief Executive Officer, the
President and Chief Operating Officer, an Executive Vice President or a Senior
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, certifying the number of shares of stock of the
Corporation owned by such stockholder. Any or all of the signatures on the
certificates may be a facsimile.

                      In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he, she or it was such officer, Transfer Agent or Registrar at the date of
issue.

                      All certificates of each class or series shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Every certificate shall certify the name of the Person owning
the shares represented thereby, with the number of shares and the date of issue.
The names and addresses of all Persons owning shares of the Corporation, with
the number of shares owned by each and the date or dates of issue of the shares
held by each, shall be entered in the books of the Corporation kept for that
purpose by the proper officers, agents or employees of the Corporation.

                      The Corporation shall be entitled to treat the holder of
record of any share or shares of stock of the Corporation as the holder in fact
thereof and, accordingly, shall not

                                       16






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be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other Persons, whether or not it has actual or
other notice thereof, except as provided by law.

                      SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                      SECTION 3. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of the fact by the Person claiming the certificate or certificates to be lost,
stolen or destroyed. In its discretion and as a condition precedent to the
issuance of any such new certificate or certificates, the Board of Directors may
require that the owner of such lost, stolen or destroyed certificate or
certificates, or such Person's legal representative, advertise the same in such
manner as the Board shall require and/or give the Corporation and its Transfer
Agent or Agents, Registrar or Registrars a bond in such form and amount as the
Board of Directors may direct as indemnity against any claim that may be made
against the Corporation and its Transfer Agent or Agents, Registrar or
Registrars, and that the owner requesting such new certificate or certificates
obtain a final order or decree of a court of competent jurisdiction as such
owner's right to receive such new certificate or certificates.

                      SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney,

                                       17






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upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

                      SECTION 5. Transfer Agents and Registrars. The Corporation
may have one or more Transfer Agents and one or more Registrars of its stocks,
whose respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

                      SECTION 6. Closing of Transfer Books and Fixing of Record
Date. The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding sixty (60) days preceding the date
of any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment

                                       18






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thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

                      SECTION 1. Execution of Contracts. The Board of Directors
may authorize any Executive or Other Officer, agent or employee of the
Corporation to enter into any contract or execute and deliver any instrument in
the name or on behalf of the Corporation, and such authority may be general or
confined to specific instances, and, unless so authorized by the Board of
Directors, no Executive or Other Officer, agent or employee except the President
shall have any power or authority to bind the Corporation by any contract or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

                      SECTION 2. Loans. No loan shall be contracted in the name
or on behalf of the Corporation, and no evidence of indebtedness shall be
issued, endorsed or accepted in its name, or on its behalf, unless authorized by
the Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other

                                       19






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<PAGE>




Officer, agent or employee thereunto authorized may effect loans and advances at
any time for the Corporation from any Person (including any bank, trust company
or other institution) and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

                      SECTION 3. Checks, Drafts, etc. All checks, drafts, bills
of exchange or other orders for the payment of money, obligations, notes or
other evidences of indebtedness, bills of lading, warehouse receipts and
insurance certificates of the Corporation, shall be signed or endorsed by the
President and or such other Executive Officer or Other Officer, agent, attorney,
or employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

                      SECTION 4. Proxies in Respect of Securities of Other
Corporations. The President and such other Executive or Other Officers as are
designated by the Chairman and Chief Executive Officer or the President and
Chief Operating Officer are authorized to vote by casting a ballot in person or
by voting by proxy on behalf of the Corporation the shares owned by the
Corporation of the stock or other securities in any other Corporation at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation.

                                       20






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<PAGE>






                                  ARTICLE VIII

                                 Indemnification

             The Corporation shall, and by reason of the enactment of this
By-Law hereby does, indemnify each and every individual (including his or her
heirs, executors and assigns) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

                                       21






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                                   ARTICLE IX

                                  Definitions

             For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

             "Corporation" shall mean Arby's Restaurants, Inc.

             "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

             "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

             "Other Officer" shall have the meaning set forth in Section 2 of 
Article V of these By-Laws.

             "Person" shall mean any individual, firm, corporation or other
entity.

             "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

             "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

                      SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate

                                       22






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<PAGE>




books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.

                      SECTION 2. Dividends and Reserves. The Board of Directors,
from time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                      SECTION 3. Seal. The corporate seal of the Corporation
shall be in the form of a circle and shall bear the name of the Corporation and
the year and state of its incorporation.

                      SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall end on the last day of December in each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI

                                   Amendments

             All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article

                                       23






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<PAGE>



IX above) of the Corporation then entitled to vote on such issue, or (ii) the
affirmative vote of not less than two-thirds of the directors of the Corporation
then holding office and entitled to vote on such issue.


                                       24



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>51
<DESCRIPTION>EXHIBIT 3.50
<TEXT>

<PAGE>


                                   RC-11, INC

                                    BY-LAWS

                                       OF

                              NATIONAL ART COMPANY

                               ARTICLE I. OFFICES

         The principal office of the corporation in the State of MISSISSIPPI
shall be located in the City of GREENWOOD, County of Leflore. The corporation
may have such other offices, either within or without the State of MISSISSIPPI,
as the Board of Directors may designate or as the business of the corporation
may require from time to time.

                            ARTICLE II. SHAREHOLDERS

         SECTION 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the 3rd Tuesday in the month of February in each year, beginning
with the year 1969, at the hour of 10:00 o'clock A. M., for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of MISSISSIPPI, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

         SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise pre-






 <PAGE>


<PAGE>




scribed by statute, may be called by the President or by the Board of Directors,
and shall be called by the President at the request of the holders of not less
than fifty (50%) per cent of all the outstanding shares of the corporation
entitled to vote at the meeting.

         SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of MISSISSIPPI unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of MISSISSIPPI, unless otherwise prescribed by
statute, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation in the State of MISSISSIPPI.

         SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of special meeting, the purpose or purposes for
which the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books





 <PAGE>


<PAGE>


of the corporation, with postage thereon prepaid. 

         SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders, such date in any
case to be not more than fifty days and, in case of a meeting of shareholders,
not less than ten days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been





 <PAGE>


<PAGE>



made as provided in this section, such determination shall apply to any
adjournment thereof.

         SECTION 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.

         SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

         SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of
the corporation before or at the time of the meeting. No proxy shall be valid
after two months from






 <PAGE>


<PAGE>




the date of its execution, unless otherwise provided in the proxy.

         SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders.


         SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws; of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.






 <PAGE>


<PAGE>




         Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time. 

         SECTION 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

         SECTION 12. Cumulative Voting. Unless otherwise provided by law, at
each election for Directors every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as the number of such Directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principle
among any number of candidates.

                        ARTICLE III. BOARD OF DIRECTORS

         SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.

         SECTION 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be five. Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
and qualified.

         SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the






 <PAGE>


<PAGE>




holding of additional regular meetings without other notice than such
resolution.

         SECTION 4. Special Meetings Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.

         SECTION 5. Notice. Notice of any special meeting shall be given at
least three days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.


         SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

         SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.





 <PAGE>


<PAGE>





         SECTION 8. Action without A Meeting Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the Directors.

         SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the shareholders, at any
regular or specially called meeting of Shareholders using cumulative voting as
provided in Section 12, Article II hereof.

         SECTION 10. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

         SECTION 11. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.






 <PAGE>


<PAGE>




                           ARTICLE IV. OFFICERS 

         SECTION 1. Number. The officers of the corporation shall be a Chairman
of the Board of Directors, a President, two or more Vice-Presidents, a
Secretary and a Treasurer, and an Assistant Secretary, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
The office of Secretary and Treasurer may be held by one and the same person.

         SECTION 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

         SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment, the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

         SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.






 <PAGE>


<PAGE>




         SECTION 5. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of shareholders and Directors if present; and confer
with the President on all major decisions. The President shall be the principal
executive officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, and in the absence of the
Chairman of the Board, preside at all meetings of the shareholders, and of the
Board of Directors. He may sign, with the Secretary, Assistant Secretary or any
other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed, and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

         SECTION 6. Vice-President. In the absence of the President or in event
of his death, inability or refusal to act, either Vice-President may perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice-Presidents shall
perform such other duties as from time to time may be assigned to them by the
President or by the Board of Directors.

         SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly






 <PAGE>


<PAGE>




given in accordance with the provisions of these By-Laws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and
see that the seal of the corporation is affixed to all documents the execution
of which on behalf of the corporation under its seal is duly authorized; (d)
keep a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general
perform all duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the President or by the Board
of Directors.

         SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and. give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries as shall be
selected in accordance with the Provisions of Article V of these By-Laws; and
(c) in. general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.






 <PAGE>


<PAGE>


 

         SECTION 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

         SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent
or agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

         SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President





 <PAGE>


<PAGE>




and by the Secretary or by such other officers authorized by law and by the
Board of Directors so to do, and sealed with the corporate seal. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.

         SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.

                            ARTICLE VII. FISCAL YEAR

         The fiscal year of the corporation shall begin on the First day of
January and end on the 31st day of December in each year.






 <PAGE>


<PAGE>




                            ARTICLE VIII. DIVIDENDS

         The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.

                           ARTICLE IX. CORPORATE SEAL

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal".

                          ARTICLE X. WAIVER OF NOTICE

         Unless otherwise provided by law, whenever any notice is required to
be given to any shareholder or director of the corporation under the provisions
of these By-Laws or under the provisions of the articles of incorporation or
under the provisions of the Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                            ARTICLE XI. AMENDMENTS

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.




<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>52
<DESCRIPTION>EXHIBIT 3.51
<TEXT>

<PAGE>

                                RC LEASING, INC.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

     SECTION 1. Registered Office in Delaware. The registered office of the
Corporation (as defined in Article IX below) in the State of Delaware shall be
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

     SECTION 2. Principal Executive Office. The principal executive office of
the Corporation shall be located at 1000 Corporate Drive, 5th Floor, Ft.
Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

     SECTION 3. Other Offices. In addition to the registered office in the State
of Delaware and the principal executive office, the Corporation may have offices
at such other places within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            Meeting of Stockholders

     SECTION 1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the Board of
Directors within thirteen (13) months after the date of the preceding






 <PAGE>


<PAGE>



annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

     SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

     SECTION 3. Place of Meeting. Annual and special meetings of stockholders of
the Corporation shall be held at the registered office of the Corporation in the
City of Wilmington, County of New Castle, State of Delaware, unless some other
place within or without the State of Delaware shall have been fixed by a
resolution adopted by the Board and designated in the notice of meeting.

     SECTION 4. Notice of Meetings. Notice of every meeting of stockholders of
the Corporation, annual or special, stating the time, place and, in general
terms, the purpose or purposes thereof, shall be given by the President or the
Secretary of the Corporation to each stockholder of record entitled to vote at
the meeting. Notice of the time, place and purposes of any annual or special
meeting of stockholders may be dispensed with if every stockholder entitled to
notice of and to vote at such meeting shall attend, either in person or by
proxy, or if every absent stockholder entitled to such notice and vote shall, in
a writing or writings filed with the records of the meeting either before or
after the holding thereof, waives such notice.

     SECTION 5. Means of Giving Notice. A notice of any annual or special
meeting of stockholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
stockholder at such stockholder's address appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose of
notice. If a stockholder gives no address to the


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Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

     SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

     SECTION 7. Record Date. The record date for determining stockholders
entitled to notice of and to vote at any meeting of stockholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

     SECTION 8. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of

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the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder.

     SECTION 9. Quorum. At any meeting of stockholders of the Corporation the
presence in person or by proxy of the holders of a majority in voting power of
the outstanding stock of the Corporation entitled to vote shall constitute a
quorum for the transaction of business brought before the meeting in accordance
with the Certificate of Incorporation and these By-Laws and, a quorum being
present, the affirmative vote of the holders of a majority in voting power
present in person or represented by proxy and entitled to vote shall be
required to effect action by stockholders; provided, however, that the
affirmative vote of a plurality in voting power present in person or represented
by proxy and entitled to vote shall be required to effect elections of
directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

     SECTION 10. Adjournment. Any meeting of stockholders of the Corporation may
be adjourned from time to time, without notice other than by announcement at the
meeting by the chairman of the meeting at which such adjournment is taken, and
at any such adjourned meeting at which a quorum shall be present any action may
be taken that could have been taken at the meeting originally called; provided,
however, that if the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting.

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     SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the affirmative vote of a majority of the Board
of Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

     SECTION 12. Agenda and Rules of Order. The chairman of the meeting shall
have sole authority to prescribe the agenda and rules of order for the conduct
of any meeting of stockholders of the Corporation and to determine all questions
arising thereat relating to the order of business and the conduct of the
meeting, except as otherwise required by law.

     SECTION 13. Conduct of Business at Meetings. Except as otherwise provided
by law, at any annual or special meeting of stockholders of the Corporation only
such business shall be conducted as shall have been properly brought before the
meeting. In order to be properly brought before the meeting, such business must
have either been:

     (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

     (B) brought before the meeting at the direction of the President or the
Board of Directors.

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     SECTION 14. Stockholder Action by Consent. Any action required or permitted
to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                  ARTICLE III

                               Board of Directors

     SECTION 1. Board of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     SECTION 2. Qualification of Director. Each director shall be at least
eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

     SECTION 3. Number of Directors. The Board of Directors shall consist of not
fewer than two (2) nor more than fifteen (15) individuals, the exact number to
be fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of directors then in office.

     SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

     SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by

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death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

     SECTION 6. Resignation of Directors. Any director may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, and if no time be specified, shall take effect at the time of
its receipt by the President or the Secretary of the Corporation. The acceptance
of a resignation shall not be necessary to make it effective, but no resignation
shall discharge any accrued obligation or duty of a director.

     SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

     SECTION 8. Ouorum of Directors. Except as otherwise required by law or by
the Certificate of Incorporation or by these By-Laws, (i) a majority of the
directors in office at the time of a duly assembled meeting shall constitute a
quorum and be sufficient for the transaction of business, and (ii) any act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors.

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     SECTION 9. Place of Meeting Subject to the provisions of Section 10 of this
Article III, the Board of Directors may hold any meeting at such place or places
within or without the State of Delaware as it may determine.

     SECTION 10. Organization Meeting. After each annual meeting of stockholders
of the Corporation, the Board of Directors shall meet immediately at the place
where such meeting of stockholders was held for the purpose of organization,
election of Executive Officers (as defined in Section I of Article V), and the
transaction of other business.


    SECTION 11. Regular Meetings. Regular meetings of the Board of Directors may
be held at such times and at such places within or without the State of Delaware
as the Board of Directors shall from time to time determine.


    SECTION 12. Special Meetings. Special meetings of the Board of Directors may
be called by the President or any director, and any such meeting shall be held
at such time and at such place within or without the State of Delaware as shall
be specified in the notice of meeting.

    SECTION 13. Notice of Meetings. Subject to the provisions of Section 10 of
this Article III, notice of the place, day and hour of every meeting of the
Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his or her last known address or by
personally delivering, telegraphing or telephoning such notice to him or her at
least twenty-four (24) hours before the meeting.

     SECTION 14. Organization. A majority of the directors present may elect as
chairman of the meeting any director present. The Secretary of the Corporation
or, in the absence of such officer, an Assistant Secretary in attendance or, in
the absence of the Secretary

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and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

     SECTION 15. Order of Business. Unless otherwise determined by the Board
of Directors the order of business and rules of order at any meeting of the
Board of Directors shall be determined by the chairman of the meeting.

     SECTION 16. Adjournment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present, whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

     SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

     SECTION 18. Action by Conference Telephone. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
of Directors or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such a meeting.

     SECTION 19. Compensation. Each director, in consideration of his or her

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serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                            Committees of Directors

     SECTION 1. Committees By resolution adopted by the affirmative vote of a
majority of the Board of Directors, the Board of Directors may appoint one or
more committees, which may include as members directors only or directors and
non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

     SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of

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Directors to remove any member, with or without cause, and to fill vacancies in
the membership of a committee. No committee appointed pursuant to this Article
IV shall have the power to fill any vacancy in the membership of such committee.
Any committee appointed pursuant to Section 1 of this Article IV shall exist at
the pleasure of the Board of Directors, which Board shall have the power at any
time by the affirmative vote of a majority of the Board of Directors to change
the powers and duties of any such committee or to dissolve it.

     SECTION 3. Committee Meetings. Regular meetings of a committee appointed
pursuant to this Article IV shall be held at such times and at such places
within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes

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of its meetings and all action taken or resolutions adopted shall be reported to
the Board of Directors at the meeting of the Board next following such action.

                                   ARTICLE V

                                    Officers

     SECTION 1. Executive Officers. At the organization meeting of the Board of
Directors following the annual meeting of stockholders, the Board of Directors
shall elect as executive officers of the Corporation a President, a Secretary
and a Treasurer, and may elect as executive officers of the Corporation one or
more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive Vice Presidents,
Senior Vice Presidents and Vice Presidents. All such executive officers elected
by the Board of Directors are referred to in these By-Laws as "Executive
Officers." The Board of Directors may from time to time appoint such other
officers and agents of the Corporation as the interests of the Corporation may
require and may fix their duties and terms of office. To the extent permitted by
law, any number of offices may be held by the same person.

     SECTION 2. Other Officers. In addition to the Executive Officers elected by
the Board of Directors pursuant to Section 1 of this Article V, the President
may from time to time appoint such other officers of the Corporation, including
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Controllers, as the interests of the Corporation may require (the
"Other Officers"); provided, however, that no Other Officer may be appointed to
the office of Chairman, Chairman Emeritus, Vice Chairman, President, Executive
Vice President, Senior Vice President, Secretary or Treasurer. Each appointment
of

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an Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

     SECTION 3. Term of Office. Each Executive Officer shall hold office until
the organization meeting of the Board of Directors following the annual meeting
of stockholders next succeeding such officer's election and until such officer's
successor is elected and qualified, or until such officer's earlier death,
resignation, retirement or removal. Each Other Officer shall hold office for a
term to be decided by the appointing President; provided, however that no such
term shall be for a period longer than the term of office of the appointing
President.

     SECTION 4. Removal of Officers. Any Executive Officer or Other Officer may
be removed from office with or without cause at any time by the affirmative vote
of a majority of the Board of Directors. Any Other Officer may be removed from
office at any time with or without cause by the President.

     SECTION 5. Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Directors. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the President.

     SECTION 6. Compensation of Officers. The salaries or compensation, if any,
of the President shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

     SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The

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Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

     SECTION 8. President. The President shall be the chief executive officer
and chief operating officer of the Corporation and, subject to the control of
the Board of Directors, shall have general charge and control of the business,
operations and affairs of the Corporation, with power and authority, when acting
in the ordinary course of business of the Corporation, in the name and on behalf
of the Corporation and under its seal attested by the Secretary or an Assistant
Secretary of the Corporation, or otherwise, to, (i) execute and deliver
agreements, contracts, certificates and other instruments, (ii) purchase and
accept delivery of stocks, bonds, evidences of interest and indebtedness, rights
and options to acquire the same, and all other securities, whether negotiable or
non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds,
evidences of interest and indebtedness, rights and options to acquire the same,
and all other securities, corporate or otherwise, now or hereafter standing in
the name of or owned beneficially by the Corporation and (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms. Such officer shall perform all other duties and enjoy all other powers
which are commonly incident to the office of President or which are delegated to
such officer by the Board of Directors shall preside at meetings of stockholders
of the Corporation.

     SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section I of this Article V, if there be any, shall have such powers and perform
such duties as may from time to time

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be assigned to them by the Board of Directors or the President.

     SECTION 10. Secretary. The Secretary shall record the proceedings of all
meetings of stockholders of the Corporation and of the Board of Directors which
such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

     SECTION 11. Treasurer. The Treasurer shall have custody and control of all
funds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors, and shall render to the President or the Board of
Directors, whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors or the President.

     SECTION 12. Powers and Duties of Other Officers. The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors or the President.

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                                   ARTICLE VI

                                 Capital Stock

     SECTION 1. Certificates. Each stockholder of the Corporation shall be
entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and
Chief Operating Officer, an Executive Vice President or a Senior Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

     In case any officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, Transfer Agent or Registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he, she or it was
such officer, Transfer Agent or Registrar at the date of issue.

     All certificates or each class or series shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Every
certificate shall certify the name of the Person owning the shares represented
thereby, with the number of shares and the date of issue. The names and
addresses of all Persons owning shares of the Corporation, with the number of
shares owned by each and the date or dates of issue of the shares held by each,
shall be entered in the books of the Corporation kept for that purpose by the
proper officers, agents or employees of the Corporation.

     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not

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be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other Persons, whether or not it has actual or
other notice thereof, except as provided by law.

     SECTION 2. Cancellation of Certificates. All certificates surrendered to
the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
stock have been surrendered and cancelled.

     SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

     SECTION 4. Transfer of Shares. Shares of stock shall be transferable on the
books of the Corporation by the holder thereof, in person or by duly authorized
attorney,

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upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

     SECTION 5. Transfer Agents and Registrars. The Corporation may have one or
more Transfer Agents and one or more Registrars of its stocks, whose respective
duties the Board of Directors may define from time to time. No certificate of
stock shall be valid until countersigned by a Transfer Agent, if the Corporation
shall have a Transfer Agent, or until registered by the Registrar, if the
Corporation shall have a Registrar. The duties of Transfer Agent and Registrar
may be combined.

     SECTION 6. Closing of Transfer Books and Fixing of Record Date. The Board
of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for
any purpose, provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, which shall not
be more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment


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thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                  ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

     SECTION 1. Execution of Contracts. The Board of Directors may authorize any
Executive or Other Officer, agent or employee of the Corporation to enter into
any contract or execute and deliver any instrument in the name or on behalf of
the Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no Executive or
Other Officer, agent or employee except the President shall have any power or
authority to bind the Corporation by any contract or to pledge its credit or to
render it liable pecuniarily for any purpose or to any amount.

     SECTION 2. Loans. No loan shall be contracted in the name or on behalf of
the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, or on its behalf, unless authorized by the Board of
Directors. Such authority may be general or confined to specific instances. When
so authorized, the Executive or Other

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Officer, agent or employee thereunto authorized may effect loans and advances at
any time for the Corporation from any Person (including any bank, trust company
or other institution) and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by the President and or such other
Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors
or the President.

     SECTION 4. Proxies in Respect of Securities of Other Corporations. The
President and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a ballot in person or by voting by
proxy on behalf of the Corporation the shares owned by the Corporation of the
stock or other securities in any other Corporation at meetings of the holders of
the stock or other securities of such other corporation, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation.

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                                  ARTICLE VIII

                                Indemnification

     The Corporation shall, and by reason of the enactment of this By-Law hereby
does, indemnify each and every individual (including his or her heirs, executors
and assigns) who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, Executive Officer or Other Officer of the Corporation, or,
while a director, Executive Officer or Other Officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with such action, suit or proceeding,
to the full extent that it has the power to do so under Delaware Law. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, contract of insurance, vote of
stockholders or disinterested directors, or other By-Laws or otherwise, or of or
other By-Laws or otherwise, or of the broader power of the Corporation to
indemnify a director, Executive Officer, Other Officer, employee or agent of the
Corporation as authorized by Delaware Law.

                                       21






 <PAGE>


<PAGE>




                                   ARTICLE IX

                                  Definitions

     For purposes of these By-Laws, the following terms shall have the meanings
set forth below:

     "Corporation" shall mean RC Leasing, Inc.

     "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

     "Executive Officers" shall have the meaning set forth in Section I of
Article V of these By-Laws.

     "Other Officer" shall have the meaning set forth in Section 2 of Article V
of these By-Laws.

     "Person" shall mean any individual, firm, corporation or other entity.

     "Certificate of Incorporation" shall mean the Certificate of Incorporation
of the Corporation, as from time to time amended.

     "Voting Shares" shall mean any issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                 Miscellaneous

     SECTION 1. Books and Records. The books and records of the Corporation may
be kept at such places within or without the State of Delaware as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate

                                       22






 <PAGE>


<PAGE>




books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.

     SECTION 2. Dividends and Reserves. The Board of Directors, from time to
time, may determine whether any, and, if any, what part of its net profits of
the Corporation, or of its net assets in excess of its capital, available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation. The Board of Directors, in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net profits or net assets as a reserve for working capital, to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

     SECTION 3. Seal. The corporate seal of the Corporation shall be in the form
of a circle and shall bear the name of the Corporation and the year and state of
its incorporation.


     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on the
last day of December in each year unless the Board of Directors shall determine
otherwise.

                                   ARTICLE XI

                                   Amendments

     All By-Laws of the Corporation shall be subject to alteration, amendment or
repeal, in whole or in part, and new By-Laws not inconsistent with Delaware Law
or any provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of stockholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article

                                       23






 <PAGE>


<PAGE>




IX above) of the Corporation then entitled to vote on such issue, or (ii) the
affirmative vote of not less than two-thirds of the directors of the Corporation
then holding office and entitled to vote on such issue.


                                       24



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>53
<DESCRIPTION>EXHIBIT 3.52
<TEXT>

<PAGE>



                                    BY-LAWS
                                       of
                      Royal Crown Bottlers of Texas, Inc.
                                   ARTICLE I.

                            Meeting of Stockholders. 

                  SECTION 1. Annual Meeting: An annual meeting of the
stockholders for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on the first
Wednesday in June of each year at the offices of the Corporation or such other
place as shall be deemed proper.


                  SECTION 2. Special Meetings: A special meeting of the stock-
holders, except when otherwise regulated by the Certificate of Incorporation or
by statute, may be called at any time by the President or by the Secretary upon
request in writing of a majority of the Board of Directors. Such meetings may be
held at any place within or outside the State of Delaware to be designated in
the notice thereof or in the waiver of notice.


                  SECTION 3. Notice of Meeting: Written notice of the time,
place, and purpose of every meeting shall be given to each stockholder entitled
to vote at such meeting, at least ten, but not more than fifty, days before the
date for such meeting. No notice of a meeting need be given to stockholders
not entitled to vote thereat.


                  SECTION 4. Quorum: At all meetings of the stockholders,
holders of a majority of the stock of the Corporation entitled to vote thereat,
present in person or by proxy, shall constitute a quorum. In the absence of a
quorum no business (other than as may be otherwise prescribed by law) shall be
transacted at any meeting. A majority in interest of those present in person or
by proxy and entitled to vote may in the absence of a quorum adjourn any meeting
from time to time. At any adjournment at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called. Notice of an adjourned meeting shall be required only if the adjournment
is for more than thirty days or if a new record date for voting is fixed.


                  SECTION 5. Voting: At every meeting of the stockholders, each
stockholder present in person or by proxy shall be entitled to one vote for each
share of stock having the right to vote thereat registered in his name on the
books of the Corporation. Shares of capital stock belonging to or in the
Treasury of the Corporation shall not be voted upon directly or indirectly.
Except where a record date has





 <PAGE>


<PAGE>



been fixed pursuant to Article V, Section 4, or the stock transfer books have
been closed, no shares shall be voted on for any election of directors which
have been transferred on the books within twenty days next preceding such
election. The vote for directors, and upon demand of any stockholder, the vote
of any other question shall be by ballot.


                  SECTION 6. List of Stockholders: It shall be the duty of the
Secretary to prepare at least ten days before every meeting of stockholders, a
complete list of stockholders entitled to vote thereat, arranged in alphabetical
order. Such list shall, at the place where said meeting is to be held, be open
during business hours for ten days prior to the meeting to the examination of
any stockholder, and shall be produced and kept at the time and place of the
meeting during the whole time thereof, and subject to the inspection of any
stockholder who may be present, provided, however, that such list shall be open
to inspection by a stockholder only for a purpose germane to the meeting.


                  SECTION 7. Consent of Stockholders in Lieu of Meeting: Any
action to be taken at a meeting of the stockholders of the Corporation, or any
action that may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing setting forth the action so taken shall be
signed by all the stockholders entitled to vote with respect to the subject
matter thereof.


                                   ARTICLE II.

                                   Directors


                  SECTION 1. Number and General Powers: The property, affairs
and business of the Corporation shall be managed by the Board of Directors who
need not be stockholders. The number of directors shall be fixed from time to
time by resolution of the Board of Directors but shall not be less than three.


                  SECTION 2. Election: Term. The directors shall be elected at
the annual meeting of the stockholders. Each director shall hold office for a
term of one year but his tenure of office shall continue thereafter until his
successor shall have been elected and accepted office.


                  SECTION 3. Vacancies: Any vacancy in the Board of Directors
(whether by death, resignation, removal, or an increase in the number of
directors or any other cause) may be filled for the unexpired term, or in case
of increase for a term to expire at the next annual meeting of the Stockholders
by vote of a majority of the remaining directors, though less than a quorum.





 <PAGE>


<PAGE>



                  SECTION 4. Resignations: Any director of the Corporation may
resign at any time by giving written notice to the President or to the Secretary
of the Corporation. Such resignation shall take effect as therein provided.


                  SECTION 5. Places of Meetings: The Board of Directors may hold
meetings at such place or places within or without the State of Delaware as it
may from time to time determine, or as shall be specified or fixed in the
notices or waivers of notice thereof.


                  SECTION 6. First Meeting: Promptly after each annual election
of directors, the Board of Directors shall meet for the purpose of organization,
to choose officers of the Corporation and for the transaction of other
business. Four days' notice of the time and place of such meetings shall be
given to each director elected by the Stockholders. Any business may be
transacted at such meetings. It shall be the duty of the Secretary to give
notice of such meeting.


                  SECTION 7. Special Meetings: Notice: Special meetings of the
Board of Directors shall be held whenever called by the President or by any two
of the directors. At least four days' notice of the time, place and purposes of
each such meeting shall be given to each director.


                  SECTION 8. Quorum: Manner of Acting: A majority of the
authorized directors shall be present in person to constitute a quorum. Except
in special cases where other provision is made by statute of the Certificate of
Incorporation, the act of a majority of the directors present at any meeting,
at which a quorum is present, shall be the act of the Board of Directors. In the
absence of a quorum, no business shall be transacted, but a majority of the
directors present may adjourn the meeting, without notice, from time to time,
until a quorum be had. The directors shall act only as a Board, or by a
committee thereof, and the individual directors shall have no power as such.


                  SECTION 9. Consent of Directors in Lieu of Meeting: Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof may be taken without a meeting if all members of the
board or committee, as the case may be, consent thereto in writing, and the
writing or writing are filed with the minutes of proceedings of the board or
committee.


                  SECTION 10. Meetings by Means of Conference Telephone: Members
of the Board of Directors of the Corporation, or any committee designated by the
Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such meeting shall constitute presence in person at such meeting.






 <PAGE>


<PAGE>


                  SECTION 11. Removal of Directors: Any director may be removed
with or without cause at any time, by the affirmative vote of a majority of all
of the shares of stock outstanding and entitled to vote for the election of
directors, at a special meeting of stockholders called for the purpose.


                  SECTION 12. Compensation: By resolution of the Board, each
director may be allowed a salary; and, in addition thereto, a fixed sum, and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors, or a Committee thereof.

                                  ARTICLE III.

                              Executive Committee

                  SECTION 1. How Constituted and Powers; The Board of Directors
may, by a resolution passed by a majority of the whole Board, designate three or
more of their number to constitute an Executive Committee, who shall have and
may exercise (except as such resolution or modification thereof may otherwise
provide) the powers of the Board of Directors in the management of the business
and affairs of the Corporation while the Board of Directors is not in session.


                  SECTION 2. Organization: The Chairman of the Executive
Committee shall act as Chairman of the Committee and the Secretary of the
Corporation as Secretary. The Committee shall keep a record of its acts and
proceedings and report the same from time to time to the Board of Directors.


                  SECTION 3. Meetings: Meetings of the Committee shall be held
whenever called by the Chairman or by the Secretary upon request of any two
members of the Committee. At least one day's notice, of such shorter period
as the person calling the meeting deems necessary, of the time and place of such
meeting shall be given to each member.


                 SECTION 4. Quorum and Manner of Acting: Three Members of the
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting at which a quorum is
present shall be the act of the Executive Committee. The Members of the
Executive Committee shall act only as a Committee and the individual members
shall have no power as such.


                 SECTION 5. Vacancies: Any vacancy in the Executive Committee 
shall be filled by a vote of the majority of the whole Board  of Directors. 





 <PAGE>


<PAGE>



                                 ARTICLE III-A.

                               Finance Committee

                  SECTION 1. How Constituted and Powers: The Board of Directors
may, by resolution passed by a majority of the whole Board, designate three or
more of their members to constitute a Finance Committee, which Committee
(subject to such limitations as the Board may from time to time provide), shall
have and may exercise the powers to assist the Directors in fulfilling their
fiduciary responsibilities related to corporate financial affairs.


                  SECTION 2. Organization: The Chairman of the Finance Committee
shall act as Chairman of the Committee and the Secretary of the corporation as
Secretary. The Committee shall keep a record of its acts and proceedings and
report the same from time to time to the Board of Directors.


                  SECTION 3. Meetings: Meetings of the Committee shall be held
whenever called by the Chairman or the Secretary. At least one days notice, or
such shorter period as the person calling the meeting deems necessary, of the
time and place of such meeting, shall be given to each member.


                  SECTION 4. Quorum and Manner of Acting: A majority of the
members elected to serve on the Finance Committee shall constitute a quorum for
the transaction of business, and the act of a majority of those present at a
meeting at which a quorum is present shall be the act of the Finance Committee.
The members of the Finance Committee shall act only as a Committee and the
individual members shall have no power as such.


                  SECTOPM 5. Vacancies: Any vacancy on the Finance Committee
shall be filled by a majority of the whole Board of Directors.


                                  ARTICLE IV.

                                   Officers


                  SECTION 1. Number; selection: The Board of Directors shall
elect a President, and if deemed desirable, from time to time, a Chairman of the
Board of Directors, a Chairman of the Executive Committee, one or more Vice
Presidents, a Treasurer, a Controller, one or more Assistant Treasurers, one or
more Assistant Secretaries, or other officers.


                  SECTION 2. Term of Office: Officers of the Corporation shall
be chosen by the Board of Directors at its first meeting after each annual
meeting of the stockholders. Each officer shall hold office for one year and
until his successor shall have been duly chosen and accepted office, but shall
be subject to removal at any time with or without cause by vote of the Board of
Directors at a meeting called for that purpose.


                  SECTION 3. Vacancies: A vacancy in any office shall be filled
for the unexpired portion of the term by vote of the Board of Directors or of
the Executive Committee.




 <PAGE>


<PAGE>




                  SECTION 4. The President: The President shall be the chief
executive officer of the Corporation and shall have general direction of its
affairs and supervision over its officers and employees; subject, however, to
the control of the Board of Directors and any Committees thereof. He shall
preside at meetings of stockholders, and of the Board of Directors during the
absence or disability of the Chairman of the Board or upon request of the
Chairman that he do so; and shall also preside at meetings of Committees of the
Board of Directors with the exception of the Executive Committee and the Finance
Committee when a duly elected Chairman of such Committee is present.


                  SECTION 4(a). The Chairman of the Board: The Chairman of the
Board shall preside at meetings of the Board of Directors. He shall be avail-
able for consultation on matters of policy and with respect to such other
matters as affect the welfare of the Corporation, and shall perform such other
duties as may from time to time be specified by the Board of Directors or as may
be delegated to him by the President. During the absence or disability of the
President he shall exercise all the powers and discharge all the duties of the
President.


                  SECTION 4(b). The Chairman of the Finance Committee: The
Chairman of the Finance Committee shall preside at meetings of the Committee and
shall perform such other duties as may from time to time be specified by the
Board of Directors.

                  SECTION 4(c). The Chairman of the Executive Committee: The
Chairman of the Executive Committee shall preside at meetings of the Committee
and shall be available for consultation on matters of policy and with respect to
such other matters as affect the welfare of the Corporation, and shall perform
such other duties as may from time to time be specified by the Board of
Directors.


                  SECTION 5. The Vice-Presidents: The Vice-Presidents shall
have such powers and perform such duties as shall from time to time be specified
by the President or the Board of Directors or a Committee thereof.


                  SECTION 6. The Treasurer: The Treasurer shall, in the
discretion of the Board, give bond for the faithful discharge of his duties in
such sum, with such surety and containing such provisions as the Board of
Directors shall determine. He shall have custody of, and be responsible for, the
funds and securities of the Corporation and shall deposit the same in banks,
trust and safe deposit companies, or otherwise, as may be prescribed by the
Board of Directors, a Committee thereof or the President. He shall keep full
and accurate accounts and render statements and reports to the President and the
Board of Directors as required by them.




 <PAGE>


<PAGE>


                  SECTION 7. The Secretary: The Secretary shall be sworn to the
faithful discharge of his duty. He shall keep the minutes of meetings of the
stockholders and of the Board of Directors; see that notices of meetings and
other notices required to be issued are properly given when and as required;
make a record of the addresses to which directors and stockholders desire
notices to be sent; be custodian of the Corporation's seal and of its records.


                  SECTION 8. Regulation of Officers in General: Additional
functions may be assigned to any officer, and the powers and duties of any
officer may be curtailed or enlarged by the Board of Directors or a Committee
thereof. Controllers, Assistant Treasurers and Assistant Secretaries or other
officers, if any, shall hold office for such period and perform such duties as
may be prescribed by the Board of Directors or a Committee thereof.

                  SECTION 9. Salaries: The salaries of officers and bonuses or
other special compensation shall be fixed from time to time by the Board of
Directors. No officer or employee who is a director shall be debarred from any
such compensation by reason of the fact that he is such director.

                                   ARTICLE V.

                                 Capital Stock


                  SECTION 1. Issue: The certificates for the respective classes
and series of stock shall state the holder's name and the number of shares,
shall be numbered in the order in which they are issued, shall be signed by the
President or a Vice-President and by the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer and be sealed with an imprint of
the seal of the Corporation. The signatures of the officers and the imprint of
the seal of the Corporation may be facsimile.


                  SECTION 2. Transfers: Transfers of stock shall be made only
on the books of the Corporation by the person.named in the certificate, or by
attorney lawfully constituted in writing, and on surrender of the certificate
for cancellation. Before transfer, stamps or other taxes, if any, shall be paid
and endorsements supplied to the satisfaction of the Corporation and the
Transfer Agent.




 <PAGE>


<PAGE>



                  SECTION 3. Missing Certificates: Any person claiming a certi-
ficate of stock to be lost or destroyed shall make an affidavit or affirmation
of that fact and advertise the same in such manner as the Board of Directors may
require, and shall if the Board of Directors so require give the Corporation a
bond, in form and with one or more sureties satisfactory to the Board, for a sum
not exceeding double the value of the stock represented by said certificate
before a new certificate may be issued. The transfer agent and/or registrar
shall, if required, be named as obligees in any such bond.


                  SECTION 4. Record Date: The Board of Directors may fix in
advance a date not exceeding sixty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change in or exchange of certificates
of capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change or exchange of capital stock.


                                   ARTICLE VI.

                                     Notices


                  SECTION 1. Address for Notices: Every stockholder, officer
and director shall furnish the Secretary of the Corporation with an address to
which notices of meetings and all other corporate notices may be mailed or
telegraphed to him. If he shall not have so furnished his address for such
purposes. then any notice may be directed to his post-office address last known
to the Secretary of the Corporation.


                  SECTION 2. Manner of Giving Notice: Whenever notice is
required to be given to any director, officer or stockholder, a copy of such
notice may be delivered personally or may be deposited in a regular letter-box
in a postpaid wrapper addressed to such director, officer or stockholder at such
address as he has lodged with the Secretary of the Corporation for the purpose.
In default of such address notice may be mailed to such director, officer or
stockholder at his post-office address last known to the Secretary of the
Corporation. In the case of directors or officers, prepaid telegrams sent at the
time required for mailing shall have the validity of notice mailed as herein
provided.




 <PAGE>


<PAGE>



                  SECTION 3. Waiver of Notice: Whenever any notice is required
to be given, by these by-laws of the Certificate of Incorporation or any law of
Delaware, a waiver thereof signed by any person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice to the person or persons signing such
waiver. Attendance in person or by proxy at such meeting or by consent in lieu
of meeting shall constitute a waiver of notice thereof.


                                  ARTICLE VII.

                        Contracts, Instruments, Accounts


                  SECTION 1. Persons Empowered to Bind Corporation: The Board of
Directors, or a Committee thereof, may authorize any officer or agent to enter
into any contract, to execute and deliver any instrument (negotiable or
otherwise) and to borrow or lend money in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer shall have authority to bind the
Corporation in any such manner.


                  SECTION 2. General and Special Accounts: The Board of
Directors may from time to time authorize the opening and maintaining of general
and special bank accounts with such banks or other depositories as it may
select, and may make rules and regulations with respect thereto and specify the
officers or agents of the Corporation who shall have power to sign checks and
other instruments in connection therewith.

                                 ARTICLE VIII.

                            Miscellaneous Provisions


                  SECTION 1. Offices: The registered office of the Corporation
in the state of Delaware shall be in the city of Wilmington, and the name of
the registered agent in The Corporation Trust Company. The general office of the
Corporation shall be located in such city and state as the Board shall deem
appropriate.


                  SECTION 2. Seal: The seal shall be in the form of a circle and
shall bear the name of the Corporation, the year of incorporation, and indicate
that it was incorporated in Delaware. Duplicates of such seal may be kept in
such offices and by such agents as the Board of Directors may from time to time
prescribe.




 <PAGE>


<PAGE>




                  SECTION 3. Dividends: Dividends shall only be paid if, as and
when declared by the Board of Directors, who shall have power (subject to any
limitations imposed by Law or the Certificate of Incorporation) to pay dividends
out of annual net profits or net assets in excess of capital.


                  SECTION 4. Loans: No loans shall be made to any officer of the
Corporation nor to any stockholder upon the security of shares of stock of the
Corporation except upon written advice of counsel.


                  SECTION 5. Amendments: The Board of Directors by affirmative
vote of a majority thereof from time to time may make additional by-laws and
alter, amend and repeal any of these by-laws. Any by-laws or alterations thereof
made by the Board of Directors may be altered or repealed by the stockholders
upon affirmative vote of a majority in number of the stockholders at the time
entitled to vote, present at a meeting called for that purpose.


                  SECTION 6. Indemnification: The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director or
officer of the Corporation or served at its request as a director or officer of
another corporation in which it owns shares of capital stock or of which it is
a creditor (all of whom are herein-after referred to in the aggregate as
"indemnified persons" and in the singular as an "indemnified person") against
expenses (including attorneys' fees except as otherwise stated in the third
paragraph of this By-law) judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner the reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding, by a
judgment, order, settlement, adjudication or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.





 <PAGE>


<PAGE>



The Corporation shall indemnify any indemnified person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
against expenses (including attorneys' fees except as otherwise stated in the
third paragraph of this By-Law) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

The Corporation will be entitled to participate at its own expense in the
defense, and, if it so elects, to assume the defense of any claim, action, suit
or proceeding. If the Corporation elects to assume the defense, such defense
shall be conducted by counsel of good standing chosen by it. In the event the
Corporation elects to assume the defense of any such claim, action, suit or
proceeding and retain such counsel, the indemnified persons shall bear the fees
and expenses of any additional counsel retained by them unless there are
conflicting interests as between the Corporation and the indemnified persons
that are for valid reasons objected to in writing by the indemnified persons.

In discharging his duty to the Corporation, an indemnified person, when acting
in good faith, may rely upon financial statements of the Corporation represented
to him to be correct by the officer of the Corporation having charge of its
books of accounts, or stated in a written report by an independent public or
certified public accountant or firm of such accountants fairly to reflect the
financial condition of such corporation.

Any indemnification under this By-law (unless ordered by a court) shall be made
only as authorized in the specific case upon a determination (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (2) if such quorum is not obtain-
able, or, even if obtainable a quorum of disinterested directors so directs, by






 <PAGE>


<PAGE>


independent legal counsel in a written opinion that the indemnified person has
met the standards of conduct set forth in this By-law, or (3) by the stock-
holders.

Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the manner
provided in the preceding paragraph upon receipt of an undertaking by or on
behalf of the indemnified person to repay if not entitled to indemnification
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized by this By-law.

The indemnification provided by this By-law shall not be deemed exclusive 
of any other right to which any indemnified person may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action, in another capacity while
holding such office and shall inure to the benefit of the heirs, executors and
administrators of such a person.

The Board of Directors shall have power on behalf of the Corporation to grant
indemnification to any person other than an indemnified person to such extend as
the Board in its discretion may from time to time and at any time determine, but
in no event to exceed the indemnification provided by this By-law.

If any part of this By-law shall be found, in any action, suit or proceeding, to
be invalid or ineffective, the validity and the effect of the remaining parts
shall not be affected.



<PAGE>






</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>54
<DESCRIPTION>EXHIBIT 3.53
<TEXT>

<PAGE>





                                    BY-LAWS

                                       of

                       ROYAL CR0WN COMPANY, INC., FORMERLY
                              ROYAL CROWN COLA CO.

                                   ARTICLE I.

Meeting of Stockholders.

       SECTION 1. Annual Meeting: An annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the first Wednesday in June of
each year at the offices of the Corporation or such other place as shall be
deemed proper.

       SECTION 2. Special Meetings: A special meeting of the stockholders,
except when otherwise regulated by the Certificate of Incorporation or by
statute, may be called at any time by the President or by the Secretary upon
request in writing of a majority of the Board of Directors. Such meetings may be
held at any place within or outside the State of Delaware to be designated in
the notice thereof or in the waiver of notice. 

       SECTION 3. Notice of Meeting: Written notice of the time, place, and
purpose of every meeting shall be given to each stockholder entitled to vote at
such meeting, at least ten, but not more than fifty, days before the date for
such meeting. No notice of a meeting need be given to stockholders not
entitled to vote thereat.

       SECTION 4. Quorum: At all meetings of-the stockholders, holders of a
majority of the stock of the Corporation entitled to vote thereat, present in
person or by proxy, shall constitute a quorum. In the absence of a quorum no
business (other than as may be otherwise prescribed by law) shall be transacted
at any meeting. A majority in interest of those present in person or by proxy
and entitled to vote may in the absence of a quorum adjourn any meeting from
time to time. At any adjournment at which a quorum is present any business may
be transacted which might have been transacted at the meeting as originally
called. Notice of an adjourned meeting shall be required only if the adjournment
is for more than thirty days or if a new record. date for voting is fixed.


       SECTION 5. Voting: At every meeting of the stockholders, each stockholder
present in person or by proxy shall be entitled to one vote for each share of
stock having the right to vote thereat registered in his name on the books of
the Corporation. Shares of capital stock belonging to or in the Treasury of the
Corporation shall not be voted upon directly or indirectly. Except where a
record date has











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<PAGE>



been fixed pursuant to Article V, Section 4, or the stock transfer books have
been closed, no shares shall be voted on for any election of directors which
have been transferred on the books within twenty days next preceding such
election. The vote for directors, and upon demand of any stockholder, the vote
of any other question shall be by ballot.

       SECTION 6. List of Stockholders: It shall be the duty of the Secretary to
prepare at least ten days before every meeting of stockholders, a complete
list of stockholders entitled to vote thereat, arranged in alphabetical order.
Such list shall, at the place where said meeting is to be held, be open during
business hours for ten days prior to the meeting to the examination of any
stockholder, and shall be produced and kept at the time and place of the meeting
during the whole time thereof, and subject to the inspection of any stockholder
who may be present, provided, however, that such list shall be open to
inspection by a stockholder only for a purpose germane to the meeting.

       SECTION 7. Consent of Stockholders in Lieu of Meeting: Any action to be
taken at a meeting of the stockholders of the Corporation, or any action that
may be taken at a meeting of the shareholders, may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all
the stockholders entitled to vote with respect to the subject matter thereof.


                                   ARTICLE II

                                    Directors

       SECTION 1. Number and General Powers: the property, affairs and business
of the Corporation shall be managed by the Board of Directors who need not be
stockholders. The number of directors shall be fixed from time to time by
resolution of the Board of Directors but shall not be less than three.

       SECTION.2. Election: Term. The directors shall be elected at the annual
meeting of the stockholders. Each director shall hold office for a Eerm, of one
year but his tenure of office shall continue thereafter until his successor
shall have been elected and accepted office.

       SECTION 3. Vacancies: Any vacancy in the Board of Directors (whether by
death, resignation, removal, or an increase in the number of directors or any
other cause) may be filled for the unexpired term, or in case of increase for a
term to expire at the next annual meeting of the Stockholders by vote of a
majority of the remaining directors, though less than a quorum.











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<PAGE>



       SECTION 4. Resignations: Any director of the Corporation may resign at
any time by giving written notice to the President or to the Secretary of the
Corporation. Such resignation shall take effect as therein provided.

       SECTION 5. Places of Meetings: The Board of Directors may hold meetings
at such place or places within or without the State of Delaware as it may from
time to time determine, or as shall be specified or fixed in the notices or
waivers of notice thereof.

       SECTION 6. First Meeting: Promptly after each annual election of
directors, the Board of Directors shall meet for the purpose of organization, to
choose officers of the Corporation and for the transaction of other business.
Four days' notice of the time and place of such meetings shall be given to each
director elected by the Stockholders. Any business may be transacted at such
meetings. It shall be the duty of the Secretary to give notice of such meeting.

       SECTION 7. Special Meetings: Notice: Special meetings of the Board of
Directors shall be held whenever called by the President or by any two of the
directors. At least four days' notice of the time, place and purposes of each
such meeting shall be given to each director. 

       SECTION 8. Quorum: Manner of Acting: A majority of the authorized
directors shall be present in person to constitute a quorum. Except in special
cases where other provision is made by statute of the Certificate of
Incorporation, the act of a majority of the directors present at any meeting, at
which a quorum is present, shall be the act of the Board of Directors. In the
absence of a quorum, no business shall be transacted, but a majority of the
directors present may adjourn the meeting, without notice, from time to time,
until a quorum be had. The directors shall act only as a Board, or by a
committee thereof, and the indivdual directors shall have no power as such.

       SECTION 9. Consent of Directors in Lieu of Meeting: Any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof may be taken without a meeting if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writing are filed with the minutes of proceedings of the board or committee.

       SECTION 10. Meetings by Means of Conference Telephone: Members of the
Board of Directors of the Corporation, or any committee designated by the Board,
may participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at such meeting.










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<PAGE>



       SECTION 11. Removal of Directors: Any director may be removed with or
without cause at any time, by the affirmative vote of a majority of all of the
shares of stock outstanding and entitled to vote for the election of directors,
at a special meeting of stockholders called for the purpose.

       SECTION 12. Compensation: By resolution of the Board, each director may
be allowed a salary; and, in addition thereto, a fixed sum, and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board of Directors, or a Committee thereof.


                                  ARTICLE III

                              Executive Committee

       SECTION 1. How Constituted and Powers; The Board of Directors may, by a
resolution passed by a majority of the whole Board, designate three or more of
their number to constitute an Executive Committee, who shall have and may
exercise (except as such resolution or modification thereof may otherwise
provide) the powers of the Board of Directors in the management of the business
and affairs of the Corporation while the Board of Directors is not in session.

       SECTION 2. Organization: The Chairman of the Executive Committee shall
act as Chairman of the Committee and the Secretary of the Corporation as
Secretary. The Committee shall keep a record of its acts and proceedings and
report the same from time to time to the Board of Directors.

       SECTION 3. Meetings: Meetings of the Committee shall be held whenever
called by the Chairman or by the Secretary upon request of any two members of
the Committee. At least one day's notice, or such shorter period as the person
calling the meeting deems necessary, of the time and place of such meeting shall
be given to each member.

       SECTION 4. Quorum and Manner of Acting: Three Members of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting at which a quorum is present shall
be the act of the Executive Committee. The Members of the Executive Committee
shall act only as a Committee and the individual members shall have no power as
such. 

       SECTION 5. Vacancies: Any vacancy in the Executive Committee shall be
filled by a vote of the majority of the whole Board of Directors.











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<PAGE>



                                 ARTICLE III-A

                                Finance Committee

       SECTION 1. How Constituted and Powers: The Board of Directors may, by
resolution passed by a majority of the whole Board, designate three or more of
their members to constitute a Finance Committee, which Committee (subject to
such limitations as the Board may from time to time provide), shall have and may
exercise the powers to assist the Directors in fulfilling their fiduciary
responsibilities related to corporate financial affairs. 

       SECTION 2. Organization: The Chairman of the Finance Committee shall act
as Chairman of the Committee and the Secretary of the corporation as Secretary.
The Committee shall keep a record of its acts and proceedings and report the
same from time to time to the Board of Directors.

       SECTION 3. Meetings: Meetings of the Committee shall be held whenever
called by the Chairman or the Secretary. At least one days notice, or such
shorter period as the person calling the meeting deems necessary, of the time
and place of such meeting, shall be given to each member.

       SECTION 4. Quorum and Manner of Acting: A majority of the members elected
to serve on the Finance Committee shall constitute a quorum for the transaction
of business, and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the Finance Committee. The members of the
Finance Committee shall act only as a Committee and the individual members shall
have no power as such.

       SECTION 5. Vacancies: Any vacancy on the Finance Committee shall be
filled by a majority of the whole Board of Directors.


                                   ARTICLE IV.

                                    Officers

       SECTION 1. Number; selection: The Board of Directors shall elect a
President and a Secretary, and if deemed desirable, from time to time, a
Chairman of the Board of Directors, a Chairman of the Executive Committee, one
or more Vice Presidents, a Treasurer, a Controller, one or more Assistant
Treasurers, one or more Assistant Secretaries, or other officers.

       SECTION 2. Term of Office: Officers of the Corporation shall be chosen by
the Board of Directors at its first meeting after each annual meeting of the
stockholders. Each officer shall hold office for one year and until his
successor shall have been duly chosen and accepted office, but shall be subject
to removal at any time with or without cause by vote of the Board of Directors
at a meeting called for that purpose.

       SECTION 3. Vacancies: A vacancy in any office shall be filled for the
unexpired portion of the term by vote of the Board of Directors or of the
Executive Committee.










 <PAGE>


<PAGE>



       SECTION 4. The President: The President shall be the chief executive
officer of the Corporation and shall have general direction of its affairs and
supervision over its officers and employees; subject, however, to the control of
the Board of Directors and any Committees thereof. He shall preside at meetings
of stockholders, and of the Board of Directors during the absence or disability
of the Chairman of the Board or upon request of the Chairman that he do so; and
shall also preside at meetings of Committees of the Board of Directors with the
exception of the Executive Committee and the Finance Committee when a duly
elected Chairman of such Committee is present.


       SECTION 4(a). The Chairman of the Board: The Chairman of the Board shall
preside at meetings of the Board of Directors. He shall be available for
consultation on matters of policy and with respect to such other matters as
affect the welfare of the Corporation, and shall perform such other duties as
may from time to time be specified by the Board of Directors or as may be
delegated to him by the President. During the absence or disability of the
President he shall exercise all the powers and discharge all the duties of the
President.

       SECTION 4(b). The Chairman of the Finance Committee: The Chairman of
the Finance Committee shall preside at meetings of the Committee and shall
perform such other duties as may from time to time be specified by the
Board of Directors.

       SECTION 4(c). The Chairman of the Executive Committee: The Chairman of
the Executive Committee shall preside at meetings of the Committee and shall be
available for consultation on matters of policy and with respect to such other
matters as affect the welfare of the Corporation, and shall perform such other
duties as may from time to time be specified by the Board of Directors.

       SECTION 5. The Vice-Presidents: The Vice-Presidents shall have such
powers and perform such duties as shall from time to time be specified by the
President or the Board of Directors or a Committee thereof. 

       SECTION 6. The Treasurer: The Treasurer shall, in the discretion of the
Board, give bond for the faithful discharge of his duties in such sum, with such
surety and containing such provisions as the Board of Directors shall determine.
He shall have custody of, and be responsible for, the funds and securities of
the Corporation and shall deposit the same in banks, trust and safe deposit
companies, or otherwise, as may be prescribed by the Board of Directors, a
Committee thereof or the President. He. shall keep full and accurate accounts
and render statements and reports to the President and the Board of Directors as
required by them.






 <PAGE>


<PAGE>



       SECTION 7. The Secretary: The Secretary shall be sworn to the faithful
discharge of his duty. He shall keep the minutes of meetings of the stockholders
and of the Board of Directors; see that notices of meetings and other notices
required to be issued are properly given when and as required; make a record of
the addresses to which directors and stockholders desire notices to be sent; be
custodian of the Corporation's seal and of its records.

       SECTION 8. Regulation of Officers, in General: Additional functions may
be assigned to any officer, and the powers and duties of any officer may be
curtailed or enlarged by the Board of Directors or a Committee thereof.
Controllers, Assistant Treasurers and Assistant Secretaries or other officers,
if any, shall hold office for such period and perform such duties as may be
prescribed by the Board of Directors or a Committee thereof. 

       SECTION 9. Salaries: The salaries of officers and bonuses or other
special compensation shall be fixed from time to time by the Board of Directors.
No officer or employee who is a director shall be debarred from any such
compensation by reason of the fact that he is such director. 


                                   ARTICLE V.

                                  Capital Stock

       SECTION 1. Issue: The certificates for the respective classes and series
of stock shall state the holder's name and the number of shares, shall be
numbered in the order in which they are issued, shall be signed by the President
or a Vice-President and by the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer and be sealed with an imprint of the seal
of the Corporation. The signatures of the officers and the imprint of the seal
of the Corporation may be facsimile. 

       SECTION 2. Transfers: Transfers of stock shall be made only on the books
of the Corporation by the person named in the certificate, or by attorney
lawfully constituted in writing and on surrender of the certificate for
cancellation. Before transfer, stamps or other taxes, if any, shall be paid and
endorsements supplied to the satisfaction of the Corporation and the Transfer
Agent.










 <PAGE>


<PAGE>


       SECTION 3. Missing Certificates: Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit or affirmation of that
fact and advertise the same in such manner as the Board of Directors may
require, and shall if the Board of Directors so require give the Corporation a
bond, in form and with one or more sureties satisfactory to the Board, for a sum
not exceeding double the value of the stock represented by said certificate
before a new certificate may be issued. The transfer agent and/or registrar
shall, if required, be named as obligees in any such bond.

       SECTION 4. Record Date: The Board of Directors may fix in advance a date
not exceeding sixty days preceding the date of any meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change in or exchange of certificates of capital
stock shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, or to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change or exchange of capital stock.


                                  ARTICLE VI.

                                     Notices

       SECTION 1. Address for Notices: Every stockholder, officer and director
shall furnish the Secretary of the Corporation with an address to which notices
of meetings and all other corporate notices may be mailed or telegraphed to him.
If he shall not have so furnished his address for such purposes, then any notice
may be directed to his post-office address last known to the Secretary of the
Corporation.

       SECTION 2. Manner of Giving Notice: Whenever notice is required to be
given to any director, officer or stockholder, a copy of such notice may be
delivered personally or may be deposited in a regular letter-box in a postpaid
wrapper addressed to such director, officer or stockholder at such address as he
has lodged with the Secretary of the Corporation for the purpose. In default of
such address notice may be mailed to such director, officer or stokholder at
his post-office address last known to the Secretary of the Corporation. In the
case of directors or officers, prepaid telegrams sent at the time required for
mailing shall have the validity of notice mailed as herein provided.











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<PAGE>


       SECTION 3. Waiver of Notice: Whenever any notice is required to be given,
by these by-laws of the Certificate of Incorporation or any law of Delaware, a
waiver thereof signed by any person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice to the person or persons signing such waiver. Attendance
in person or by proxy at such meeting or by consent in lieu of meeting shall
constitute a waiver of notice thereof.


                                  ARTICLE VII.

                        Contracts, Instruments, Accounts

       SECTION 1. Persons Empowered to Bind Corporation: The Board of Directors,
or a Committee thereof, may authorize any officer or agent to enter into any
contract, to execute and deliver any instrument (negotiable or otherwise) and to
borrow or lend money in the name and on behalf of the Corporation, and such
authority may be general or confined to specific instances. Unless so
authorized, no officer shall have authority to bind the Corporation in any such
manner.

       SECTION 2. General and Special Accounts: The Board of Directors may from
time to time authorize the opening and maintaining of general and special bank
accounts with such banks or other depositories as it may select, and may make
rules and regulations with respect thereto and specify the officers or agents of
the Corporation who shall have power to sign checks and other instruments in
connection therewith.


                                 ARTICLE VIII.

                            Miscellaneous Provisions

       SECTION 1. Offices: The registered office of the Corporation in the state
of Delaware shall be in the city of Wilmington, and the name of the registered
agent in The Corporation Trust Company. The general office of the Corporation
shall be located in such city and state as the Board shall deem appropriate.

       SECTION 2 Seal: The seal shall be in the form of a circle and shall bear
the name of the Corporation, the year of incorporation, and indicate that it was
incorporated in Delaware. Duplicates of such seal may be kept in such offices
and by such agents as the Board of Directors may from time to time prescribe.













 <PAGE>


<PAGE>


       SECTION 3. Dividends: Dividends shall only be paid if, as and when
declared by the Board of Directors, who shall have power (subject to any
limitations imposed by Law or the Certificate of Incorporation) to pay dividends
out of annual net profits or net assets in excess of capital.

       SECTION 4. Loans: No loans shall be made to any officer of the
Corporation nor to any stockholder upon the security of shares of stock of the
Corporation except upon written advice of counsel.

       SECTION 5. Amendments: The Board of Directors by affirmative vote of a
majority thereof from time to time may make additional by-laws and alter, amend
and repeal any of these by-laws. Any by-laws or alterations thereof made by the
Board of Directors may be altered or repealed by the stockholders upon
affirmative vote of a majority in number of the stockholders at the time
entitled to vote, present at a meeting called for that purpose.

       SECTION 6. Indemnification: The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation or served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor (all of whom are hereinafter referred to in the aggregate as
"indemnified persons" and in the singular as an "indemnified person") against
expenses (including attorneys' fees except as otherise stated in the third
paragraph of this By-law) judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by a
judgment, order, settlement, adjudication or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.












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<PAGE>



       The Corporation shall indemnify any indemnified person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgement in its favor against expenses (including attoineys' fees except as
otherwise stated in the third paragraph of this By-Law) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

       The Corporation will be entitled to participate at its own expense in the
defense, and, if it so elects, to assume the defense of any claim, action, suit
or proceeding. If the Corporation elects to assume the defense, such defense
shall be conducted by counsel of good standing chosen by it. In the event the
Corporation elects to assume the defense of any such claim, action. suit or
proceeding and retain such counsel, the indemnified persons shall bear the fees
and expenses of any additional counsel retained by them unless there are
conflicting interests as between the Corporation and the indemnified persons
that are for valid reasons objected to in writing by the indemnified persons.

       In discharging his duty to the Corporation, an indemnified person, when
acting in good faith, may rely upon financial statements of the Corporation
represented to him to be correct by the officer of the Corporation having charge
of its books of accounts, or stated in a written report by an independent public
or certified public accountant or firm of such accountants fairly to reflect the
financial condition of such corporation.

       Any indemnification under this By-law (unless ordered by a court) shall
be made only as authorized in the specific case upon a determination (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
are not parties to such action, suit or proceeding, or (2)) if such quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by








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<PAGE>


independent legal counsel in a written opinion that the indemnified person has
met the standards of conduct set forth in this By-law, or (3) by the stock-
holders.

       Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
manner provided in the preceding paragraph upon receipt of an undertaking by or
on behalf of the indemnified person to repay if not entitled to indemnification
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized by this By-law.

       The indemnification provided by this By-law shall not be deemed exclusive
of any other right to which any indemnified person may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action, in another capacity while
holding such office and shall inure to the benefit of the heirs, executors and
administrators of such a person.

       The Board of Directors shall have power on behalf of the Corporation to
grant indemnification to any person other than an indemnified person to
such extent as the Board in its discretion may from time to time and at any
time determine, but in no event to exceed the indemnification provided by this
By-law.

       If any part of this By-law shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and the effect of the
remaining parts shall not be affected.



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>55
<DESCRIPTION>EXHIBIT 3.54
<TEXT>

<PAGE>


                       RETAILER CONCENTRATE PRODUCTS, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     Offices

                      SECTION 1. Registered Office in Delaware. The registered
office of the Corporation (as defined in Article IX below) in the State of
Delaware shall be located at 1209 Orange Street in the City of Wilmington,
County of New Castle, and the name of the resident agent in charge thereof shall
be The Corporation Trust Company.

                      SECTION 2. Principal Executive Office. The principal
executive office of the Corporation shall be located at 1000 Corporate Drive,
5th Floor, Ft. Lauderdale, FL 33334, or such other location as the Board of
Directors shall determine.

                      SECTION 3. Other Offices. In addition to the registered
office in the State of Delaware and the principal executive office, the
Corporation may have offices at such other places within and without the State
of Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

                      SECTION 1. Annual Meetings. The annual meeting of
stockholders of the Corporation for the election of directors and the
transaction of such other business as may be brought before the meeting in
accordance with the Certificate of Incorporation (as defined in Article IX
below) and these By-Laws shall be held on the date and at the time fixed from
time to time by the Board of Directors within thirteen (13) months after the
date of the preceding annual meeting.








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<PAGE>




The annual meeting of stockholders of the Corporation shall not be called or
held otherwise than as provided in the Certificate of Incorporation or in these
By-Laws.

                      SECTION 2. Special Meeting. Special meetings of
stockholders of the Corporation may be called only at the direction of the
President or the Board of Directors.

                      SECTION 3. Place of Meeting. Annual and special meetings
of stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

                      SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

                      SECTION 5. Means of Giving Notice. A notice of any annual
or special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the
purpose of notice. If a stockholder gives no address to the Corporation for the

                                        2









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<PAGE>




purpose of notice, notice is duly given to such stockholder if sent by mail or
other means of written communication addressed to the place where the registered
office of the Corporation is situated, or if published, at least once in a
newspaper of general circulation in the county in which such office is located.

                      SECTION 6. Time of Notice. Any required notice of any
meeting of stockholders of the Corporation shall be sent to each stockholder
entitled thereto not less than ten (10) nor more than sixty (60) days prior to
the date of the meeting.

                      SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

                      SECTION 8. List of Stockholders. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders of the Corporation, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place

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where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder.

                      SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stock- holders; provided, however, that
the affirmative vote of a plurality in voting power present in person or
represented by proxy and entitled to vote shall be required to effect elections
of directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

                      SECTION 10. Adjournment. Any meeting of stockholders of
the Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

                      SECTION 11. Organization. At every meeting of stockholders
of the

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Corporation, the President or, in the absence of such officer, such
individual as shall have been designated by the President or, if such officer
has not done so, by a resolution adopted by the affirmative vote of a majority
of the Board of Directors, shall act as chairman of the meeting. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                      SECTION 12. Agenda and Rules of Order. The chairman of the
meeting shall have sole authority to prescribe the agenda and rules of order for
the conduct of any meeting of stockholders of the Corporation and to determine
all questions arising thereat relating to the order of business and the conduct
of the meeting, except as otherwise required by law.

                      SECTION 13. Conduct of Business at Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders of
the Corporation only such business shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must have either been:

             (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board of Directors; or

             (B) brought before the meeting at the direction of the President or
the Board of Directors.

                      SECTION 14. Stockholder Action by Consent. Any action
required or permitted to be taken by the holders of the issued and outstanding
stock of the Corporation may be 

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effected at an annual or special meeting of stockholders or by the consent in
writing of such stockholders or any of them, which writing shall be filed with
the minutes of proceedings of the stockholders.

                                   ARTICLE III

                               Board of Directors

                      SECTION 1. Board of Directors. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.

                      SECTION 2. Qualification of Director. Each director shall
be at least eighteen (18) years of age. Directors need not be stockholders of
the Corporation.

                      SECTION 3. Number of Directors. The Board of Directors
shall consist of not fewer than two (2) nor more than fifteen (15) individuals,
the exact number to be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority of directors then in office.

                      SECTION 4. Election and Term of Office. The members of the
Board of Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

                      SECTION 5. Vacancies. Any vacancy in the Board of
Directors caused by death, resignation, retirement, disqualification or removal
or any other cause (including an increase in the number of directors) may be
filled solely by resolution adopted by the affirmative vote of a

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majority of the directors then in office, whether or not such majority
constitutes less than a quorum, or by a sole remaining director. Any new
director elected to fill a vacancy on the Board of Directors will serve for the
remainder of the full term of the director for which the vacancy occurred. No
decrease in the size of the Board of Directors shall have the effect of
shortening the term of any incumbent director.

                      SECTION 6. Resignation of Directors. Any director may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, and if no time be specified, shall take
effect at the time of its receipt by the President or the Secretary of the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, but no resignation shall discharge any accrued obligation or duty of
a director.

                      SECTION 7. Removal of Directors. A duly elected director
of the Corporation may be removed from such position, with or without cause,
only by the affirmative vote of the holders of two-thirds (2/3) of the voting
power of the outstanding capital stock of the Corporation entitled to vote in
the election of directors, voting as a single class..

                      SECTION 8. Quorum of Directors. Except as otherwise
required by law or by the Certificate of Incorporation or by these By-Laws, (i)
a majority of the directors in office at the time of a duly assembled meeting
shall constitute a quorum and be sufficient for the transaction of business, and
(ii) any act of a majority of the directors present at a meeting at which there
is a quorum shall be the act of the Board of Directors.

                      SECTION 9. Place of Meeting. Subject to the provisions of
Section 10 of this Article III, the Board of Directors may hold any meeting
at such place or places within or without the State of Delaware as it may
determine.


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                      SECTION 10. Organization Meeting. After each annual
meeting of stockholders of the Corporation, the Board of Directors shall meet
immediately at the place where such meeting of stockholders was held for the
purpose of organization, election of Executive Officers (as defined in Section 1
of Article V), and the transaction of other business.

                      SECTION 11. Regular Meetings. Regular meetings of the
Board of Directors may be held at such times and at such places within or
without the State of Delaware as the Board of Directors shall from time to time
determine.

                      SECTION 12. Special Meetings. Special meetings of the
Board of Directors may be called by the President or any director, and any such
meeting shall be held at such time and at such place within or without the State
of Delaware as shall be specified in the notice of meeting.

                      SECTION 13. Notice of Meetings. Subject to the provisions
of Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

                      SECTION 14. Organization. A majority of the directors
present may elect as chairman of the meeting any director present. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

                      SECTION 15. Order of Business. Unless otherwise determined
by the Board of Directors the order of business and rules of order at any
meeting of the Board of Directors shall be


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determined by the chairman of the meeting.

                      SECTION 16. Adjournment. Any meeting of the Board of
Directors may be adjourned from time to time by a majority of the directors
present, whether or not they shall constitute a quorum, and no notice shall be
required of any adjourned meeting beyond the announcement of such adjournment at
the meeting.

                      SECTION 17. Action by Board of Directors Without a
Meeting. Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all the members of the Board or the committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.

                      SECTION 18. Action by Conference Telephone. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or of such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such a meeting.

                      SECTION 19. Compensation. Each director, in consideration
of his or her serving as such, shall be entitled to receive from the Corporation
such compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or

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her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

                      SECTION 1. Committees. By resolution adopted by the
affirmative vote of a majority of the Board of Directors, the Board of Directors
may appoint one or more committees, which may include as members directors only
or directors and non-directors, as the Board of Directors may from time to time
consider desirable, and such committees shall have such powers and duties as the
Board of Directors shall determine and as shall be specified in the resolution
of appointment; provided, however, that the powers and duties of any such
committee whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

                      SECTION 2. Committee Vacancies. Any member of a committee
appointed pursuant to this Article IV shall serve at the pleasure of the Board
of Directors, which Board shall have the power at any time by the affirmative
vote of a majority of the Board of Directors to remove any member, with or
without cause, and to fill vacancies in the membership of a committee. No
committee appointed pursuant to this Article IV shall have the power to fill any
vacancy in the membership of such committee. Any committee appointed pursuant to
Section 1 of this Article IV shall exist at the pleasure of the Board of
Directors, which Board shall have the

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power at any time by the affirmative vote of a majority of the Board of
Directors to change the powers and duties of any such committee or to dissolve
it.

                      SECTION 3. Committee Meetings. Regular meetings of a
committee appointed pursuant to this Article IV shall be held at such times and
at such places within or without the State of Delaware as the Board of Directors
or the committee shall from time to time determine, and no notice of such
regular meetings shall be required. Special meetings of any committee may be
called by the chairman of such committee or by the Chairman and Chief Executive
Officer or by the President and Chief Operating Officer, and shall be called by
the Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

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                                    ARTICLE V

                                    Officers

                      SECTION 1. Executive Officers. At the organization meeting
of the Board of Directors following the annual meeting of stockholders, the
Board of Directors shall elect as executive officers of the Corporation a
President, a Secretary and a Treasurer, and may elect as executive officers of
the Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen,
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. All such
executive officers elected by the Board of Directors are referred to in these
By-Laws as "Executive Officers." The Board of Directors may from time to time
appoint such other officers and agents of the Corporation as the interests of
the Corporation may require and may fix their duties and terms of office. To the
extent permitted by law, any number of offices may be held by the same person.

                      SECTION 2. Other Officers. In addition to the Executive
Officers elected by the Board of Directors pursuant to Section 1 of this Article
V, the President may from time to time appoint such other officers of the
Corporation, including Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Controllers, as the interests of the
Corporation may require (the "Other Officers"); provided, however, that no Other
Officer may be appointed to the office of Chairman, Chairman Emeritus, Vice
Chairman, President, Executive Vice President, Senior Vice President, Secretary
or Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 3 of this Article V, such officer's term of office.

                      SECTION 3. Term of Office. Each Executive Officer shall
hold office until the organization meeting of the Board of Directors following
the annual meeting of stockholders next succeeding such officer's election and
until such officer's successor is elected and qualified, or until such officer's
earlier death, resignation, retirement or removal. Each Other Officer shall hold
office

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for a term to be decided by the appointing President; provided, however, that no
such term shall be for a period longer than the term of office of the appointing
President.

                      SECTION 4. Removal of Officers. Any Executive Officer or
Other Officer may be removed from office with or without cause at any time by
the affirmative vote of a majority of the Board of Directors. Any Other Officer
may be removed from office at any time with or without cause by the President.

                      SECTION 5. Vacancies. A vacancy in any Executive Office or
Other Office arising from any cause may be filled for the unexpired portion of
the term by the Board of Directors. A vacancy in any Other Office arising from
any cause may be filled for the unexpired portion of the term by the President.

                      SECTION 6. Compensation of Officers. The salaries or
compensation, if any, of the President shall be fixed by the Board of Directors.
The salaries or compensation of the other Executive Officers, and of the Other
Officers and division officers, if there be any, may be fixed from time to time
by the Board of Directors or the President.

                      SECTION 7. Chairman, Chairman Emeritus and Vice Chairman.
The Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have
such powers and perform such duties as may from time to time be assigned to them
by the Board of Directors.

                      SECTION 8. President. The President shall be the chief
executive officer and chief operating officer of the Corporation and, subject to
the control of the Board of Directors, shall have general charge and control of
the business, operations and affairs of the Corporation, with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
Secretary or an Assistant

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Secretary of the Corporation, or otherwise, to, (i) execute and deliver
agreements, contracts, certificates and other instruments, (ii) purchase and
accept delivery of stocks, bonds, evidences of interest and indebtedness, rights
and options to acquire the same, and all other securities, whether negotiable or
non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds,
evidences of interest and indebtedness, rights and options to acquire the same,
and all other securities, corporate or otherwise, now or hereafter standing in
the name of or owned beneficially by the Corporation and (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms. Such officer shall perform all other duties and enjoy all other powers
which are commonly incident to the office of President or which are delegated to
such officer by the Board of Directors shall preside at meetings of stockholders
of the Corporation.

                      SECTION 9. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents Elected by the Board. The Executive Vice
Presidents, the Senior Vice Presidents and the Vice Presidents elected by the
Board of Directors pursuant to Section 1 of this Article V, if there be any,
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.

                      SECTION 10. Secretary. The Secretary shall record the
proceedings of all meetings of stockholders of the Corporation and of the Board
of Directors which such officer attends in a book or books to be kept for that
purpose. Such officer shall attend to the giving and serving of all notices on
behalf of the Corporation, shall have custody of the records and the seal of the
Corporation and shall affix the seal to any instrument which requires the seal
of the Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to

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such officer by the Board of Directors or the President.

                      SECTION 11. Treasurer. The Treasurer shall have custody
and control of all funds and securities of the Corporation, except as otherwise
provided by the Board of Directors. Such officer shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books to be
kept for that purpose, shall deposit all money and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall render to the President or the
Board of Directors, whenever any of them may require it, an account of all such
officer's transactions as Treasurer and an account of the financial condition of
the Corporation. Such officer shall also perform such other duties as may from
time to time be assigned to such officer by the Board of Directors or the
President.

                      SECTION 12. Powers and Duties of Other Officers. The Other
Officers shall have such powers and perform such duties as may from time to time
be assigned to them by the Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

                      SECTION 1. Certificates. Each stockholder of the
Corporation shall be entitled to a certificate or certificates signed by or in
the name of the Corporation by the Chairman and Chief Executive Officer, the
President and Chief Operating Officer, an Executive Vice President or a Senior
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, certifying the number of shares of stock of the
Corporation owned by such stockholder. Any or all of the signatures on the
certificates may be a facsimile.


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                      In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he, she or it was such officer, Transfer Agent or Registrar at the date of
issue.

                      All certificates of each class or series shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Every certificate shall certify the name of the Person owning
the shares represented thereby, with the number of shares and the date of issue.
The names and addresses of all Persons owning shares of the Corporation, with
the number of shares owned by each and the date or dates of issue of the shares
held by each, shall be entered in the books of the Corporation kept for that
purpose by the proper officers, agents or employees of the Corporation.

                      The Corporation shall be entitled to treat the holder of
record of any share or shares of stock of the Corporation as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other Persons,
whether or not it has actual or other notice thereof, except as provided by law.

                      SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                      SECTION 3. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the 

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making of an affidavit of the fact by the Person claiming the certificate or
certificates to be lost, stolen or destroyed. In its discretion and as a
condition precedent to the issuance of any such new certificate or certificates,
the Board of Directors may require that the owner of such lost, stolen or
destroyed certificate or certificates, or such Person's legal representative,
advertise the same in such manner as the Board shall require and/or give the
Corporation and its Transfer Agent or Agents, Registrar or Registrars a bond in
such form and amount as the Board of Directors may direct as indemnity against
any claim that may be made against the Corporation and its Transfer Agent or
Agents, Registrar or Registrars, and that the owner requesting such new
certificate or certificates obtain a final order or decree of a court of
competent jurisdiction as such owner's right to receive such new certificate or
certificates.

                      SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with
such proof or guarantee of the authenticity of the signature as the Corporation
or its agents may reasonably require.

                      SECTION 5. Transfer Agents and Registrars. The Corporation
may have one or more Transfer Agents and one or more Registrars of its stocks,
whose respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

                      SECTION 6. Closing of Transfer Books and Fixing of Record
Date. The Board 



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of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of
any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotments of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders, and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies



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                      SECTION 1. Execution of Contracts. The Board of Directors
may authorize any Executive or Other Officer, agent or employee of the
Corporation to enter into any contract or execute and deliver any instrument in
the name or on behalf of the Corporation, and such authority may be general or
confined to specific instances, and, unless so authorized by the Board of
Directors, no Executive or Other Officer, agent or employee except the President
shall have any power or authority to bind the Corporation by any contract or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

                      SECTION 2. Loans. No loan shall be contracted in the name
or on behalf of the Corporation, and no evidence of indebtedness shall be
issued, endorsed or accepted in its name, or on its behalf, unless authorized by
the Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other Officer, agent or employee
thereunto authorized may effect loans and advances at any time for the
Corporation from any Person (including any bank, trust company or other
institution) and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized as aforesaid, as security for the payment of any and all loans
and advances may make, execute and deliver promissory notes or other evidences
of indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

                      SECTION 3. Checks, Drafts, etc. All checks, drafts, bills
of exchange or other orders for the payment of money, obligations, notes or
other evidences of indebtedness, bills of lading, warehouse receipts and
insurance certificates of the Corporation, shall be signed or endorsed 


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by the President and or such other Executive Officer or Other Officer, agent,
attorney, or employee of the Corporation as shall from time to time be
determined by the Board of Directors or the President.

                      SECTION 4. Proxies in Respect of Securities of Other
Corporations. The President and such other Executive or Other Officers as are
designated by the Chairman and Chief Executive Officer or the President and
Chief Operating Officer are authorized to vote by casting a ballot in person or
by voting by proxy on behalf of the Corporation the shares owned by the
Corporation of the stock or other securities in any other Corporation at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

             The Corporation shall, and by reason of the enactment of this
By-Law hereby does, indemnify each and every individual (including his or her
heirs, executors and assigns) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and 

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amounts paid in settlement in connection with such action, suit or proceeding,
to the full extent that it has the power to do so under Delaware Law. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, contract of insurance, vote of
stockholders or disinterested directors, or other By-Laws or otherwise, or of or
other By-Laws or otherwise, or of the broader power of the Corporation to
indemnify a director, Executive Officer, Other Officer, employee or agent of the
Corporation as authorized by Delaware Law.



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                                   ARTICLE IX

                                   Definitions

             For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

             "Corporation" shall mean Retailer Concentrate Products, Inc.

             "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

             "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

             "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

             "Person" shall mean any individual, firm, corporation or other
entity.

             "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

             "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

                      SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate books shall be

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 <PAGE>


<PAGE>




kept by the Secretary or by any other officer or agent designated by the Board
of Directors.

                      SECTION 2. Dividends and Reserves. The Board of Directors,
from time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                      SECTION 3. Seal. The corporate seal of the Corporation
shall be in the form of a circle and shall bear the name of the Corporation and
the year and state of its incorporation.

                      SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall end on the last day of December in each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI

                                   Amendments

                      All By-Laws of the Corporation shall be subject to
alteration, amendment or repeal, in whole or in part, and new By-Laws not
inconsistent with Delaware Law or any provision of the Certificate of
Incorporation may be made, by (i) the affirmative vote of stockholders holding
not less than two-thirds of the voting power of the Voting Shares (as defined in
Article IX above) of the Corporation then entitled to vote on such issue, or
(ii) the affirmative vote of not less than two-thirds of the directors of the
Corporation then holding office and entitled to vote on such issue.


                                       23








 <PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>56
<DESCRIPTION>EXHIBIT 3.55
<TEXT>

<PAGE>



                               TRIBEV CORPORATION

                                    BY-LAWS

                                    ARTICLE I

                                    Offices

         SECTION 1. Registered Office in Delaware. The registered office of the
Corporation (as defined in Article IX below) in the State of Delaware shall be
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

         SECTION 2. Principal Executive Office. The principal executive office
of the Corporation shall be located at 1000 Corporate Drive, 5th Floor, Ft.
Lauderdale, FL 33334, or such other location as the Board of Directors shall
determine.

         SECTION 3. Other Offices. In addition to the registered office in the
State of Delaware and the principal executive office, the Corporation may have
offices at such other places within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            Meeting of Stockholders

         SECTION 1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the Board of
Directors within thirteen (13) months after the date of the preceding






 <PAGE>


<PAGE>



annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

         SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

         SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

         SECTION 4. Notice of Meetings. Notice of every meeting of stockholders
of the Corporation, annual or special, stating the time, place and, in general
terms, the purpose or purposes thereof, shall be given by the President or the
Secretary of the Corporation to each stockholder of record entitled to vote at
the meeting. Notice of the time, place and purposes of any annual or special
meeting of stockholders may be dispensed with if every stockholder entitled to
notice of and to vote at such meeting shall attend, either in person or by
proxy, or if every absent stockholder entitled to such notice and vote shall, in
a writing or writings filed with the records of the meeting either before or
after the holding thereof, waives such notice.

         SECTION 5. Means of Giving Notice. A notice of any annual or special
meeting of stockholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
stockholder at such stockholder's address appearing on the books of the
Corporation or given by such stockholder to the Corporation for the purpose of
notice. If a stockholder gives no address to the


                                       2




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<PAGE>





Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

         SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

         SECTION 7. Record Date. The record date for determining stockholders
entitled to notice of and to vote at any meeting of stockholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

         SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of


                                       3




 <PAGE>


<PAGE>





the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder.

         SECTION 9. Quorum. At any meeting of stockholders of the Corporation
the presence in person or by proxy of the holders of a majority in voting power
of the outstanding stock of the Corporation entitled to vote shall constitute a
quorum for the transaction of business brought before the meeting in accordance
with the Certificate of Incorporation and these By-Laws and, a quorum being
present, the affirmative vote of the holders of a majority in voting power
present in person or represented by proxy and entitled to vote shall be required
to effect action by stockholders; provided, however, that the affirmative vote
of a plurality in voting power present in person or represented by proxy and
entitled to vote shall be required to effect elections of directors. The
stockholders present at any duly organized meeting of stockholders may continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to have less than a quorum.

         SECTION 10. Adjournment. Any meeting of stockholders of the Corporation
may be adjourned from time to time, without notice other than by announcement at
the meeting by the chairman of the meeting at which such adjournment is taken,
and at any such adjourned meeting at which a quorum shall be present any action
may be taken that could have been taken at the meeting originally called;
provided, however, that if the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.



                                       4




 <PAGE>


<PAGE>




         SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the affirmative vote of a majority of the Board
of Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

         SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation and to determine all
questions arising thereat relating to the order of business and the conduct of
the meeting, except as otherwise required by law.

         SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

         (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting
by or at the direction of the Board of Directors; or

         (B) brought before the meeting at the direction of the President or
the Board of Directors.





                                       5




 <PAGE>


<PAGE>





         SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                  ARTICLE III

                               Board of Directors

         SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

         SECTION 2. Qualification of Director. Each director shall be at least
eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

         SECTION 3. Number of Directors. The Board of Directors shall consist of
not fewer than two (2) nor more than fifteen (15) individuals, the exact number
to be fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of directors then in office.

         SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

         SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by


                                       6




 <PAGE>


<PAGE>




death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

         SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the President or the Secretary of the Corporation. The
acceptance of a resignation shall not be necessary to make it effective, but no
resignation shall discharge any accrued obligation or duty of a director.

         SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

         SECTION 8. Quorum of Directors. Except as otherwise required by law or
by the Certificate of Incorporation or by these By-Laws, (i) a majority of the
directors in office at the time of a duly assembled meeting shall constitute a
quorum and be sufficient for the transaction of business, and (ii) any act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors.


                                       7




 <PAGE>


<PAGE>


 

         SECTION 9. Place of Meeting. Subject to the provisions of Section 10 of
this Article III, the Board of Directors may hold any meeting at such place or
places within or without the State of Delaware as it may determine.

         SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

         SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

         SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

         SECTION 13. Notice of Meetings. Subject to the provisions of Section 10
of this Article III, notice of the place, day and hour of every meeting of the
Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his or her last known address or by
personally delivering, telegraphing or telephoning such notice to him or her at
least twenty-four (24) hours before the meeting.

         SECTION 14. Organization. A majority of the directors present may elect
as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary




                                       8




 <PAGE>


<PAGE>




and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

         SECTION 15. Order of Business. Unless otherwise determined by the Board
of Directors the order of business and rules of order at any meeting of the
Board of Directors shall be determined by the chairman of the meeting.

         SECTION 16. Adjournment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present, whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

         SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

         SECTION 18. Action by Conference Telephone. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
of Directors or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such a meeting.

         SECTION 19. Compensation. Each director, in consideration of his or her


                                       9




 <PAGE>


<PAGE>




serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

         SECTION 1. Committees. By resolution adopted by the affirmative vote of
a majority of the Board of Directors, the Board of Directors may appoint one or
more committees, which may include as members directors only or directors and
non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such
committee whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

         SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of


                                       10




 <PAGE>


<PAGE>





Directors to remove any member, with or without cause, and to fill vacancies in
the membership of a committee. No committee appointed pursuant to this Article
IV shall have the power to fill any vacancy in the membership of such committee.
Any committee appointed pursuant to Section 1 of this Article IV shall exist at
the pleasure of the Board of Directors, which Board shall have the power at any
time by the affirmative vote of a majority of the Board of Directors to change
the powers and duties of any such committee or to dissolve it.

         SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least eighteen (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. it shall not be requisite for the validity of
any meeting of any committee that or, if absent, waives notice thereof in
writing filed with the records of the meeting either before or after the holding
thereof. The majority of the members of a committee shall constitute a quorum
for the transaction of committee business, and the act of a majority of the
members present at any meeting at which there is a quorum shall be the act of
the committee. A committee shall keep regular minutes



                                       11




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<PAGE>



of its meetings and all action taken or resolutions adopted shall be reported
to the Board of Directors at the meeting of the Board next following such
action.

                                   ARTICLE V

                                    Officers

         SECTION 1. Executive Officers. At the organization meeting of the Board
of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The Board of Directors may from time to time appoint such
other officers and agents of the Corporation as the interests of the Corporation
may require and may fix their duties and terms of office. To the extent
permitted by law, any number of offices may be held by the same person.

         SECTION 2. Other Officers. In addition to the Executive Officers
elected by the Board of Directors pursuant to Section I of this Article V, the
President may from time to time appoint such other officers of the Corporation,
including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Corporation may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman, Chairman Emeritus, Vice Chairman,
President, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of


                                       12




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<PAGE>




an Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

         SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing President; provided, however, that no
such term shall be for a period longer than the term of office of the appointing
President.

         SECTION 4. Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the affirmative
vote of a majority of the Board of Directors. Any Other Officer may be removed
from office at any time with or without cause by the President.

         SECTION 5. Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Directors. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the President.

         SECTION 6. Compensation of Officers. The salaries or compensation, if
any, of the President shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

         SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The

 


                                       13




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<PAGE>




Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

         SECTION 8. President. The President shall be the chief executive
officer and chief operating officer of the Corporation and, subject to the
control of the Board of Directors, shall have general charge and control of the
business, operations and affairs of the Corporation, with power and authority,
when acting in the ordinary course of business of the Corporation, in the name
and on behalf of the Corporation and under its seal attested by the Secretary or
an Assistant Secretary of the Corporation, or otherwise, to, (i) execute and
deliver agreements, contracts, certificates and other instruments, (ii) purchase
and accept delivery of stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, whether
negotiable or non-negotiable, (iii) sell, assign, transfer and deliver all
stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of President or which
are delegated to such officer by the Board of Directors shall preside at
meetings of stockholders of the Corporation.

         SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section 1 of this Article V, if there be any, shall have such powers and perform
such duties as may from time to time


                                       14




 <PAGE>


<PAGE>




be assigned to them by the Board of Directors or the President.

         SECTION 10. Secretary. The Secretary shall record the proceedings of
all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

         SECTION 11. Treasurer. The Treasurer shall have custody and control of
all Rinds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors, and shall render to the President or the Board of Directors,
whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors or the President.

         SECTION 12. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.


                                       15




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<PAGE>




                                   ARTICLE VI

                                  Capital Stock

         SECTION 1. Certificates. Each stockholder of the Corporation shall be
entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates may be a
facsimile.

         In case any officer, Transfer Agent or Registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, Transfer Agent or Registrar at the date of issue.


         All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name of the Person owning the shares
represented thereby, with the number of shares and the date of issue. The names
and addresses of all Persons owning shares of the Corporation, with the number
of shares owned by each and the date or dates of issue of the shares held by
each, shall be entered in the books of the Corporation kept for that purpose by
the proper officers, agents or employees of the Corporation. 


         The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not


                                       16




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<PAGE>




be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other Persons, whether or not it has actual or
other notice thereof, except as provided by law.

         SECTION 2. Cancellation of Certificates. All certificates surrendered
to the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
stock have been surrendered and cancelled.

         SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

         SECTION 4. Transfer of Shares. Shares of stock shall be transferable on
the books of the Corporation by the holder thereof, in person or by duly
authorized attorney,


                                       17




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<PAGE>




upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

         SECTION 5. Transfer Agents and Registrars. The Corporation may have one
or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

         SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment





                                       18




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<PAGE>




thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                  ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

         SECTION 1. Execution of Contracts. The Board of Directors may authorize
any Executive or Other Officer, agent or employee of the Corporation to enter
into any contract or execute and deliver any instrument in the name or on behalf
of the Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no Executive or
Other Officer, agent or employee except the President shall have any power or
authority to bind the Corporation by any contract or to pledge its credit or to
render it liable pecuniarily for any purpose or to any amount.

         SECTION 2. Loans. No loan shall be contracted in the name or on behalf
of the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, or on its behalf, unless authorized by the Board of
Directors. Such authority may be general or confined to specific instances. When
so authorized, the Executive or Other




                                       19




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<PAGE>



Officer, agent or employee thereunto authorized may effect loans and advances
at any time for the Corporation from any Person (including any bank, trust
company or other institution) and for such loans and advances may make, execute
and deliver promissory notes or other evidences of indebtedness of the
Corporation, and, when authorized as aforesaid, as security for the payment of
any and all loans and advances may make, execute and deliver promissory notes or
other evidences of indebtedness and liabilities of the Corporation, may
mortgage, pledge, hypothecate or transfer any real or personal property at any
time owned or held by the Corporation, and to that end execute instruments of
mortgage or pledge or otherwise transfer such property.

         SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange
or other orders for the payment of money, obligations, notes or other evidences
of indebtedness, bills of lading, warehouse receipts and insurance certificates
of the Corporation, shall be signed or endorsed by the President and or such
other Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors
or the President.

         SECTION 4. Proxies in Respect of Securities of Other Corporations. The
President and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a ballot in person or by voting by
proxy on behalf of the Corporation the shares owned by the Corporation of the
stock or other securities in any other Corporation at meetings of the holders of
the stock or other securities of such other corporation, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation.




                                       20




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<PAGE>




                                  ARTICLE VIII

                                 Indemnification

         The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.



                                       21




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<PAGE>




                                   ARTICLE IX

                                   Definitions

         For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

         "Corporation" shall mean TRiBev Corporation.

         "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

         "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

         "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.

         "Person" shall mean any individual, firm, corporation or other entity.

         "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

         "Voting Shares" shall mean any issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

         SECTION 1. Books and Records. The books and records of the Corporation
may be kept at such places within or without the State of Delaware as the Board
of Directors may from time to time determine. The stock record books and the
blank stock certificate 


                                       22




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<PAGE>





books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.

         SECTION 2. Dividends and Reserves. The Board of Directors, from time to
time, may determine whether any, and, if any, what part of its net profits of
the Corporation, or of its net assets in excess of its capital, available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation. The Board of Directors, in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net profits or net assets as a reserve for working capital, to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

         SECTION 3. Seal. The corporate seal of the Corporation shall be in the
form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

         SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on
the last day of December in each year unless the Board of Directors shall
determine otherwise.

         ARTICLE XI

         Amendments

         All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article 


                                       23




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<PAGE>




IX above) of the Corporation then entitled to vote on such issue, or (ii) the
affirmative vote of not less than two-thirds of the directors of the Corporation
then holding office and entitled to vote on such issue.

                                        24



<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>57
<DESCRIPTION>EXHIBIT 3.56
<TEXT>

<PAGE>




                                    BY-LAWS

                                       of

                         CABLE CAR BEVERAGE CORPORATION

                        formerly, CCB MERGER CORPORATION

                            (A Delaware Corporation)

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

                                   ARTICLE 1

                                  DEFINITIONS

          As used in these By-laws, unless the context otherwise requires, the
term:

          1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.

          1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

          1.3 "Board" means the Board of Directors of the Corporation.

          1.4 "By-laws" means the initial by-laws of the Corporation, as amended
from time to time.

          1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

          1.6 "Chairman" means the Chairman of the Board of Directors of the
Corporation.

          1.7 "Chairman Emeritus" means the Chairman Emeritus of the Board of
Directors of the Corporation.

          1.8 "Corporation" means CCB Merger Corporation.

          1.9 "Directors" means directors of the Corporation.







 


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<PAGE>



                                                                               2

          1.10 "Entire Board" means all directors of the Corporation in office,
whether or not present at a meeting of the Board, but disregarding vacancies.

          1.11 "General Corporation Law" means the General Corporation Law of
the State of Delaware, as amended from time to time.

          1.12 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

          1.13 "President" means the President of the Corporation.

          1.14 "Secretary" means the Secretary of the Corporation.

          1.15 "Stockholders" means stockholders of the Corporation.

          1.16 "Treasurer" means the Treasurer of the Corporation.

          1.17 "Vice Chairman" means the Vice Chairman of the Board of Directors
of the Corporation.

          1.18 "Vice President" means a Vice President of the Corporation.


                                   ARTICLE 2

                                  STOCKHOLDERS

          2.1 Place of Meetings. Every meeting of Stockholders shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.

          2.2 Annual Meeting. A meeting of Stockholders shall be held annually
for the election of Directors and the transaction of other business on the date







 


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<PAGE>


                                                                               3

and at the time fixed from time to time by the Board within thirteen (13) months
after the date of the preceding annual meeting.

          2.3 Deferred Meeting for Election of Directors, Etc. If the annual
meeting of Stockholders for the election of Directors and the transaction of
other business is not held within the months specified in Section 2.2 hereof,
the Board shall call a meeting of Stockholders for the election of Directors and
the transaction of other business as soon thereafter as convenient.

          2.4 Other Special Meetings. A special meeting of Stockholders (other
than a special meeting for the election of Directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the
President or by the Secretary. At any special meeting of Stockholders only such
business may be transacted as is related to the purpose or purposes of such
meeting set forth in the notice thereof given pursuant to Section 2.6 hereof or
in any waiver of notice thereof given pursuant to Section 2.7 hereof.

          2.5 Fixing Record Date. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any adjournment thereof, (ii) unless otherwise provided in the Certificate of
Incorporation to express consent to corporate action in writing without a
meeting or (iii) to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock; or (b) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date was adopted by







 


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<PAGE>



                                                                               4

the Board and which record date shall not be (x) in the case of clause (a)(i)
above, more than sixty nor less than ten days before the date of such meeting,
(y) in the case of clause (a)(ii) above, more than 10 days after the date upon
which the resolution fixing the record date was adopted by the Board and (z) in
the case of clause (a)(iii) or (b) above, more than sixty days prior to such
action. If no such record date is fixed:

                    2.5.1 the record date for determining Stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held;

                    2.5.2 the record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting (unless
otherwise provided in the Certificate of Incorporation), when no prior action by
the Board is required under the General Corporation Law, shall be the first day
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded; and when prior action by the Board is
required under the General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing






 


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<PAGE>



                                                                               5

without a meeting shall be at the close of business on the date on which the
Board adopts the resolution taking such prior action; and

                    2.5.3 the record date for determining stockholders for any
purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto.

When a determination of Stockholders entitled to notice of or to vote at any
meeting of Stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting. Delivery made to the Corporation's
registered office in accordance with Section 2.5.2 shall be by hand or by
certified or registered mail, return receipt requested.

          2.6 Notice of Meetings of Stockholders. Except as otherwise provided
in Sections 2.5 and 2.7 hereof, whenever under the provisions of any statute,
the Certificate of Incorporation or these By-laws, Stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor more than sixty days before the date of the meeting, to each
Stockholder entitled to notice of or to vote at such meeting. If mailed, such
notice shall be deemed to be given when





 


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<PAGE>




                                                                               6

deposited in the United States mail, with postage prepaid, directed to the
Stockholder at his or her address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this Section 2.6
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
at the meeting as originally called. If, however, the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Stockholder of record entitled to vote at the meeting.

          2.7 Waivers of Notice. Whenever the giving of any notice is required
by statute, the Certificate of Incorporation or these By-laws, a waiver thereof,
in writing, signed by the Stockholder or Stockholders entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a Stockholder at a meeting shall
constitute a waiver of notice of such meeting except when the Stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special







 


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<PAGE>



                                                                               7

meeting of the Stockholders need be specified in any written waiver of notice
unless so required by statute, the Certificate of Incorporation or these
By-laws.

          2.8 List of Stockholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, the Stockholder's
agent, or attorney, at the Stockholder's expense, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Stockholder who is present. The Corporation
shall maintain the Stockholder list in written form or in another form capable
of conversion into written form within a reasonable time. Upon the willful
neglect or refusal of the Directors to produce such a list at any meeting for
the election of Directors, they shall be ineligible for election to any office
at such meeting. The stock ledger shall be the only evidence as to who are the
Stockholders entitled to examine the stock ledger, the list of Stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
Stockholders.







 


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<PAGE>



                                                                               8

          2.9 Quorum of Stockholders; Adjournment. Except as otherwise provided
by any statute, the Certificate of Incorporation or these By-laws, the holders
of one-third of all outstanding shares of stock entitled to vote at any meeting
of Stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at such meeting. When a quorum is
once present to organize a meeting of Stockholders, it is not broken by the
subsequent withdrawal of any Stockholders. The holders of a majority of the
shares of stock present in person or represented by proxy at any meeting of
Stockholders, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Shares of its own
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.


          2.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every Stockholder of record shall be entitled at every meeting of
Stockholders to one vote for each share of capital stock standing in his or her
name on the record of Stockholders determined in accordance with Section 2.5
hereof. If the Certificate of Incorporation provides for more or less than one
vote for any share on any matter, each reference in the By-laws or the General
Corporation Law to a majority or other proportion of stock shall refer to such
majority or other proportion







 


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                                                                               9

of the votes of such stock. The provisions of Sections 212 and 217 of the
General Corporation Law shall apply in determining whether any shares of capital
stock may be voted and the persons, if any, entitled to vote such shares; but
the Corporation shall be protected in assuming that the persons in whose names
shares of capital stock stand on the stock ledger of the Corporation are
entitled to vote such shares. Holders of redeemable shares of stock are not
entitled to vote after the notice of redemption is mailed to such holders and a
sum sufficient to redeem the stocks has been deposited with a bank, trust
company, or other financial institution under an irrevocable obligation to pay
the holders the redemption price on surrender of the shares of stock. At any
meeting of Stockholders (at which a quorum was present to organize the meeting),
all matters, except as otherwise provided by statute or by the Certificate of
Incorporation or by these By-laws, shall be decided by a majority of the votes
cast at such meeting by the holders of shares present in person or represented
by proxy and entitled to vote thereon, whether or not a quorum is present when
the vote is taken. All elections of Directors shall be by written ballot unless
otherwise provided in the Certificate of Incorporation. In voting on any other
question on which a vote by ballot is required by law or is demanded by any
Stockholder entitled to vote, the voting shall be by ballot. Each ballot shall
be signed by the Stockholder voting or the Stockholder's proxy and shall state
the number of shares voted. On all other questions, the voting may be viva voce.
Each Stockholder entitled to vote at a meeting of Stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such







 


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<PAGE>



                                                                              10

Stockholder by proxy. The validity and enforceability of any proxy shall be
determined in accordance with Section 212 of the General Corporation Law. A
Stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary.

          2.11 Voting Procedures and Inspectors of Election at Meetings of
Stockholders. The Board, in advance of any meeting of Stockholders, may appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Board may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate has been appointed
or is able to act at a meeting, the person presiding at the meeting may appoint,
and on the request of any Stockholder entitled to vote thereat shall appoint,
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall (a) ascertain the number of
shares outstanding and the voting power of each, (b) determine the shares
represented at the meeting and the validity of proxies and ballots, (c) count
all votes and ballots, (d) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (e) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The







 


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                                                                              11

inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. Unless otherwise provided by the
Board, the date and time of the opening and the closing of the polls for each
matter upon which the Stockholders will vote at a meeting shall be determined by
the person presiding at the meeting and shall be announced at the meeting. No
ballot, proxies or votes, or any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls unless the Court of
Chancery of the State of Delaware upon application by a Stockholder shall
determine otherwise.

          2.12 Organization. At each meeting of Stockholders, the President, or
in the absence of the President, the Chairman, or if there is no Chairman or if
there be one and the Chairman is absent, a Vice President, and in case more than
one Vice President shall be present, that Vice President designated by the Board
(or in the absence of any such designation, the most senior Vice President,
based on age, present), shall act as chairman of the meeting. The Secretary, or
in his or her absence, one of the Assistant Secretaries, shall act as secretary
of the meeting. In case none of the officers above designated to act as chairman
or secretary of the meeting, respectively, shall be present, a chairman or a
secretary of the meeting, as the case may be, shall be chosen by a majority of
the votes cast at such meeting by the holders of shares of capital stock present
in person or represented by proxy and entitled to vote at the meeting.

          2.13 Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of







 


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<PAGE>



                                                                              12

business to be followed at any meeting at which a quorum is present may be
changed by a majority of the votes cast at such meeting by the holders of shares
of capital stock present in person or represented by proxy and entitled to vote
at the meeting.

          2.14 Written Consent of Stockholders Without a Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered (by hand or by certified or registered mail, return
receipt requested) to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Section 2.14, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation as aforesaid. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those Stockholders who have not consented in writing.







 


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                                                                              13


                                   ARTICLE 3

                                   Directors

          3.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or these
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the Stockholders.

          3.2 Number; Qualification; Term of Office. The Board shall consist of
one or more members. The number of Directors shall be fixed initially by the
incorporator and may thereafter be changed from time to time by action of the
stockholders or by action of the Board. Directors need not be stockholders. Each
Director shall hold office until a successor is elected and qualified or until
the Director's death, resignation or removal.

          3.3 Election. Directors shall, except as otherwise required by statute
or by the Certificate of Incorporation, be elected by a plurality of the votes
cast at a meeting of stockholders by the holders of shares entitled to vote in
the election.







 


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                                                                              14

          3.4 Newly Created Directorships and Vacancies. Unless otherwise
provided in the Certificate of Incorporation, newly created Directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any other reason, including the removal of Directors without
cause, may be filled by the affirmative votes of a majority of the entire Board,
although less than a quorum, or by a sole remaining Director, or may be elected
by a plurality of the votes cast by the holders of shares of capital stock
entitled to vote in the election at a special meeting of stockholders called for
that purpose. A Director elected to fill a vacancy shall be elected to hold
office until a successor is elected and qualified, or until the Director's
earlier death, resignation or removal.

          3.5 Resignation. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified in such resignation, the acceptance
of such resignation shall not be necessary to make it effective.

          3.6 Removal. Subject to the provisions of Section 141(k) of the
General Corporation Law, any or all of the Directors may be removed with or
without cause by vote of the holders of a majority of the shares then entitled
to vote at an election of Directors.

          3.7 Compensation. Each Director, in consideration of his or her
service as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at Directors' meetings, or both, as the
Board may from time to time determine, together with reimbursement for the
reasonable out-of-







 


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                                                                              15

pocket expenses, if any, incurred by such Director in connection with the
performance of his or her duties. Each Director who shall serve as a member of
any committee of Directors in consideration of serving as such shall be entitled
to such additional amount per annum or such fees for attendance at committee
meetings, or both, as the Board may from time to time determine, together with
reimbursement for the reasonable out-of-pocket expenses, if any, incurred by
such Director in the performance of his or her duties. Nothing contained in this
Section 3.7 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.

          3.8 Times and Places of Meetings. The Board may hold meetings, both
regular and special, either within or without the State of Delaware. The times
and places for holding meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.

          3.9 Annual Meetings. On the day when and at the place where the annual
meeting of stockholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 
3.11 hereof for special meetings of the Board or in a waiver of notice thereof.







 


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          3.10 Regular Meetings. Regular meetings of the Board may be held
without notice at such times and at such places as shall from time to time be
determined by the Board.

          3.11 Special Meetings. Special meetings of the Board may be called by
the Chairman, the President or the Secretary or by any two or more Directors
then serving on at least one day's notice to each Director given by one of the
means specified in Section 3.14 hereof other than by mail, or on at least three
days' notice if given by mail. Special meetings shall be called by the Chairman,
President or Secretary in like manner and on like notice on the written request
of any two or more of the Directors then serving.

          3.12 Telephone Meetings. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.12 shall constitute
presence in person at such meeting.

          3.13 Adjourned Meetings. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. At least one day's
notice of any adjourned meeting of the Board shall be given to each Director
whether or not present at the time of the adjournment, if such notice shall be
given by one of the means specified in Section 3.14 hereof other than by mail,
or at least three days'







 


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notice if by mail. Any business may be transacted at an adjourned meeting that
might have been transacted at the meeting as originally called.

          3.14 Notice Procedure. Subject to Sections 3.11 and 3.17 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by mail
addressed to such Director at such Director's address as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram, telex,
telecopy or similar means addressed as aforesaid.

          3.15 Waiver of Notice. Whenever the giving of any notice is required
by statute, the Certificate of Incorporation or these By-laws, a waiver thereof,
in writing, signed by the person or persons entitled to said notice, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance by a person at a meeting shall constitute a
waiver of notice of such meeting except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Directors or a committee of Directors
need be specified in any written waiver of notice unless so required by statute,
the Certificate of Incorporation or these By-laws.

          3.16 Organization. At each meeting of the Board, the Chairman, or in
the absence of the Chairman, the President, or in the absence of the President,
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chairman chosen by a majority of the Directors present, shall preside. The
Secretary shall act as secretary at each meeting of the Board. In case the
Secretary shall be absent from any meeting of the Board, an Assistant Secretary
shall perform the duties of secretary at such meeting; and in the absence from
any such meeting of the Secretary and all Assistant Secretaries, the person
presiding at the meeting may appoint any person to act as secretary of the
meeting.

          3.17 Quorum of Directors. The presence in person of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business at any meeting of the Board, but a majority of a smaller
number may adjourn any such meeting to a later date.

          3.18 Action by Majority Vote. Except as otherwise expressly required
by statute, the Certificate of Incorporation or these By-laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

          3.19 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
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                                   ARTICLE 4

                            COMMITTEES OF THE BOARD

          The Board may, by resolution passed by a vote of a majority of the
entire Board, designate one or more committees, each committee to consist of one
or more of the Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. If a member of a committee
shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether or
not such member or members constitute a quorum, may, by a unanimous vote,
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board passed as aforesaid, shall have and may exercise
all the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
impressed on all papers that may require it, but no such committee shall have
the power or authority of the Board in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under section
251 or section 252 of the General Corporation Law, recommending to the
stockholders (a) the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, or (b) a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
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committee shall have the power and authority to declare a dividend, to authorize
the issuance of stock or to adopt a certificate of ownership and merger pursuant
to Section 253 of the General Corporation Law. Unless otherwise specified in the
resolution of the Board designating a committee, at all meetings of such
committee a majority of the total number of members of the committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which there is a
quorum shall be the act of the committee. Each committee shall keep regular
minutes of its meetings. Unless the Board otherwise provides, each committee
designated by the Board may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its business
in the same manner as the Board conducts its business pursuant to Article 3 of
these By-laws.

                                   ARTICLE 5

                                    OFFICERS

          5.1 Positions. The officers of the Corporation shall be a President, a
Secretary, a Treasurer and such other officers as the Board may appoint,
including one or more Chairmen, Vice Chairmen, Chairmen Emeritus, Vice
Presidents, Assistant Secretaries and Assistant Treasurers, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board. The Board may designate one or more Vice Presidents as Executive Vice
Presidents and may use descriptive words or phrases to designate the standing,
seniority or areas of special competence of the Vice Presidents elected or
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offices may be held by the same person unless the Certificate of Incorporation
or these By-laws otherwise provide.

          5.2 Appointment. The officers of the Corporation shall be chosen by
the Board at its annual meeting or at such other time or times as the Board
shall determine.

          5.3 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that the officer is also a
Director.

          5.4 Term of Office. Each officer of the Corporation shall hold office
for the term for which he or she is elected and until such officer's successor
is chosen and qualifies or until such officer's earlier death, resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any. Any officer elected or appointed by
the Board may be removed at any time, with or without cause, by vote of a
majority of the entire Board. Any vacancy occurring in any office of the
Corporation shall be filled by the Board. The removal of an officer without
cause shall be without prejudice to the officer's contract rights, if any. The
election or appointment of an officer shall not of itself create contract
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          5.5 Fidelity Bonds. The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.

          5.6 Chairman, Vice Chairman and Chairman Emeritus. The Chairman, Vice
Chairman and Chairman Emeritus, if any shall have been appointed, shall have
such powers and perform such other duties as shall be determined from time to
time by the Board.

          5.7 President. The President shall be the Chief Executive Officer of
the Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of Directors. The President shall preside at all meetings
of the Stockholders and at all meetings of the Board at which the Chairman (if
there be one) is not present. The President may sign and execute in the name of
the Corporation deeds, mortgages, bonds, contracts and other instruments except
in cases in which the signing and execution thereof shall be expressly delegated
by the Board or by these By-laws to some other officer or agent of the
Corporation or shall be required by statute otherwise to be signed or executed
and, in general, the President shall perform all duties incident to the office
of President of a corporation and such other duties as may from time to time be
assigned to the President by the Board.

          5.8 Vice Presidents. At the request of the President, or, in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board, or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in







 


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so performing, shall have all the powers of, and be subject to all restrictions
upon, the President. Any Vice President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments, except in
cases in which the signing and execution thereof shall be expressly delegated by
the Board or by these By-laws to some other officer or agent of the Corporation,
or shall be required by statute otherwise to be signed or executed, and each
Vice President shall perform such other duties as from time to time may be
assigned to such Vice President by the Board or by the President.

          5.9 Secretary. The Secretary shall attend all meetings of the Board
and of the Stockholders and shall record all the proceedings of the meetings of
the Board and of the stockholders in a book to be kept for that purpose, and
shall perform like duties for committees of the Board, when required. The
Secretary shall give, or cause to be given, notice of all special meetings of
the Board and of the stockholders and shall perform such other duties as may be
prescribed by the Board or by the President, under whose supervision the
Secretary shall be. The Secretary shall have custody of the corporate seal of
the Corporation, and the Secretary, or an Assistant Secretary, shall have
authority to impress the same on any instrument requiring it, and when so
impressed the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary. The Board may give general authority to
any other officer to impress the seal of the Corporation and to attest the same
by such officer's signature. The Secretary or an Assistant Secretary may also
attest all instruments signed by the President or any Vice President. The
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charge of all the books, records and papers of the Corporation relating to its
organization and management, shall see that the reports, statements and other
documents required by statute are properly kept and filed and, in general, shall
perform all duties incident to the office of Secretary of a corporation and such
other duties as may from time to time be assigned to the Secretary by the Board
or by the President.

          5. 10 Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds, securities and notes of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the
Board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositaries of the Corporation signed in such manner
as shall be determined by the Board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of
all moneys received or paid for the account of the Corporation; have the right
to require from time to time reports or statements giving such information as
the Treasurer may desire with respect to any and all financial transactions of
the Corporation from the officers or agents transacting the same; render to the
President or the Board, whenever the President or the Board shall require the
Treasurer so to do, an account of the financial condition of the Corporation and
of all financial transactions of the Corporation; exhibit at all







 


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reasonable times the records and books of account to any of the Directors upon
application at the office of the Corporation where such records and books are
kept; disburse the funds of the Corporation as ordered by the Board; and, in
general, perform all duties incident to the office of Treasurer of a corporation
and such other duties as may from time to time be assigned to the Treasurer by
the Board or the President.

          5.11 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President.

                                    ARTICLE 6

                  CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          6.1 Execution of Contracts. The Board, except as otherwise provided
in these By-laws, may prospectively or retroactively authorize any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the Corporation, to enter into any contract or execute and deliver any
instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

          6.2 Loans. The Board may prospectively or retroactively authorize
the President or any other officer, employee or agent of the Corporation to
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual, and
for such loans and advances the person so authorized may make, execute and
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bonds or other certificates or evidences of indebtedness of the Corporation,
and, when authorized by the Board so to do, may pledge and hypothecate or
transfer any securities or other property of the Corporation as security for any
such loans or advances. Such authority conferred by the Board may be general or
confined to specific instances, or otherwise limited.

          6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board.

          6.4 Deposits. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation with such
banks, trust companies, investment banking firms, financial institutions or
other depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.


                                   ARTICLE 7

                              STOCK AND DIVIDENDS

          7.1 Certificates Representing Shares. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chairman, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an







 


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Assistant Treasurer, and may be impressed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent or registrar
other than the Corporation itself or its employee. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon any certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may, unless
otherwise ordered by the Board, be issued by the Corporation with the same
effect as if such person were such officer, transfer agent or registrar at the
date of issue.

          7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by the holder's duly authorized attorney appointed by a power of
attorney duly executed and filed with the Secretary or a transfer agent of the
Corporation, and on surrender of the certificate or certificates representing
such shares of capital stock properly endorsed for transfer and upon payment of
all necessary transfer taxes. Every certificate exchanged, returned or
surrendered to the Corporation shall be marked "Cancelled," with the date of
cancellation, by the Secretary or an Assistant Secretary or the transfer agent
of the Corporation. A person in whose name shares of capital stock shall stand
on the books of the Corporation shall be deemed the owner thereof to receive
dividends, to vote as such owner and for all other purposes as respects the
Corporation. No transfer of shares of capital stock shall be valid as against
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render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.

          7.3 Transfer and Registry Agents. The Corporation may from time to 
time maintain one or more transfer offices or agents and registry offices
or agents at such place or places as may be determined from time to time by the
Board.

          7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his or her legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and to
advertise such fact in such manner as the Board may require, and to give the
Corporation and its transfer agents and registrars, or such of them as the Board
may require, a bond in such form, in such sums and with such surety or sureties
as the Board may direct, to indemnify the Corporation and its transfer agents
and registrars against any claim that may be made against any of them on account
of the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
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          7.5 Rules and Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

          7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder, including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such capital
stock, a restriction, even though permitted by Section 202 of the General
Corporation Law, shall be ineffective except against a person with actual
knowledge of the restriction. A restriction on the transfer or registration of
transfer of capital stock of the Corporation may be imposed either by the
Certificate of Incorporation or by an agreement among any number of stockholders
or among such stockholders and the Corporation. No restriction so imposed shall
be binding with respect to capital stock issued prior to the adoption of the
restriction unless the holders of such capital stock are parties to an agreement
or voted in favor of the restriction.

          7.7 Dividends, Surplus, Etc. Subject to the provisions of the
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          7.7.1 may declare and pay dividends or make other distributions on the
outstanding shares of capital stock in such amounts and at such time or times as
it, in its discretion, shall deem advisable giving due consideration to the
condition of the affairs of the Corporation;

          7.7.2 may use and apply, in its discretion, any of the surplus of the
Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefor, in accordance with law, or any of
its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness; and

          7.7.3 may set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.

                                   ARTICLE 8

                                INDEMNIFICATION

          8.1 Indemnity Undertaking. To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a "Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
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judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a Director or officer of
the Corporation, or, at the request of the Corporation, is or was serving as a
director or officer of any other corporation or in a capacity with comparable
authority or responsibilities for any partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges). Persons who are not directors or officers of the Corporation (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Article 8.

          8.2 Advancement of Expenses. The Corporation shall, from time to time,
reimburse or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with any Proceeding,
in advance of the final disposition of such Proceeding; provided, however, that,
if required by the General Corporation Law, such expenses incurred by or on
behalf of any Director or officer or other person may be paid in advance of the
final disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
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decision from which there is no further right of appeal that such Director,
officer or other person is not entitled to be indemnified for such expenses.

          8.3 Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

          8.4 Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

          8.5 Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability







 


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under the provisions of this Article 8, the Certificate of Incorporation or
under section 145 of the General Corporation Law or any other provision of law.

          8.6 Binding Effect. The provisions of this Article 8 shall be a
contract between the Corporation, on the one hand, and each Director and officer
who serves in such capacity at any time while this Article 8 is in effect and
any other person entitled to indemnification hereunder, on the other hand,
pursuant to which the Corporation and each such Director, officer or other
person intend to be, and shall be legally bound. No repeal or modification of
this Article 8 shall affect any rights or obligations with respect to any state
of facts then or theretofore existing or thereafter arising or any proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

          8.7 Procedural Rights. The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this Article 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is







 


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not entitled to such indemnification or reimbursement or advancement of
expenses shall constitute a defense to the action or create a presumption that
such person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.


          8.8 Service Deemed at Corporation's Request. Any Director or officer
of the Corporation serving in any capacity (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

          8.9 Election of Applicable Law. Any person entitled to be indemnified
or to reimbursement or advancement of expenses as a matter of right pursuant
to this Article 8 may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however that if
no such notice is given, the right to indemnification or reimburse-







 


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ment or advancement of expenses shall be determined by the law in effect at the
time indemnification or reimbursement or advancement of expenses is sought.

                                   ARTICLE 9

                               BOOKS AND RECORDS

          9.1 Books and Records. There shall be kept at the principal office of
the Corporation correct and complete records and books of account recording the
financial transactions of the Corporation and minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of all
stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

          9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

          9.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other







 


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<PAGE>



                                                                              36

records of the Corporation, or any of them, shall be open to the stockholders
for inspection.

                                   ARTICLE 10

                                      SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE 11

                                  FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and may be changed,
by resolution of the Board.

                                   ARTICLE 12

                              PROXIES AND CONSENTS

          Unless otherwise directed by the Board, the Chairman, the President,
any Vice President, the Secretary or the Treasurer, or any one of them, may
execute and deliver on behalf of the Corporation proxies respecting any and all
shares or other ownership interests of any Other Entity owned by the Corporation
appointing such person or persons as the officer executing the same shall deem
proper to represent and vote the shares or other ownership interests so owned at
any and all meetings of holders of shares or other ownership interests, whether
general or special, and/or to 







 


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<PAGE>



                                                                              37

execute and deliver consents respecting such shares or other ownership
interests; or any of the aforesaid officers may attend any meeting of the
holders of shares or other ownership interests of such Other Entity and thereat
vote or exercise any or all other powers of the Corporation as the holder of
such shares or other ownership interests.

                                   ARTICLE 13

                               EMERGENCY BY-LAWS

          Unless the Certificate of Incorporation provides otherwise, the
following provisions of this Article 13 shall be effective during an emergency,
which is defined as when a quorum of the Corporation's Directors cannot be
readily assembled because of some catastrophic event. During such emergency:

          13.1 Notice to Board Members. Any one member of the Board or any one
of the following officers: Chairman, President, any Vice President, Secretary,
or Treasurer, may call a meeting of the Board. Notice of such meeting need be
given only to those Directors whom it is practicable to reach, and may be given
in any practical manner, including by publication and radio. Such notice shall
be given at least six hours prior to commencement of the meeting.

          13.2 Temporary Directors and Quorum. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to achieve a
quorum, shall be considered to be Directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority. In the event
that less than a quorum of the Directors are present (including any officers who
are to serve as







 


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<PAGE>



                                                                              38

Directors for the meeting), those Directors present (including the officers
serving as Directors) shall constitute a quorum.

          13.3 Actions Permitted To Be Taken. The Board as constituted in
Section 13.2, and after notice as set forth in Section 13.1 may:

               13.3.1 prescribe emergency powers to any officer of the
     Corporation;

               13.3.2 delegate to any officer or Director, any of the powers of
     the Board;

               13.3.3 designate lines of succession of officers and agents, in
     the event that any of them are unable to discharge their duties;

               13.3.4 relocate the principal place of business, or designate
     successive or simultaneous principal places of business; and

               13.3.5 take any other convenient, helpful or necessary action to
     carry on the business of the Corporation.

                                   ARTICLE 14

                                   AMENDMENTS

           These By-laws may be amended or repealed and new By-laws may be
adopted by a vote of the holders of shares entitled to vote in the election of
Directors or by the Board. Any By-laws adopted or amended by the Board may be
amended or repealed by the Stockholders entitled to vote thereon.



<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>58
<DESCRIPTION>EXHIBIT 3.57
<TEXT>

<PAGE>


                          OLD FRANCISCO SELTZER, INC.

                                     BYLAWS
                                       OF
                         Great Eastern Acquisition, Inc.

ARTICLE I - Principal Office and Corporate Seal

        Section 1. Principal Office. The principal office and place of business
of the corporation in the State of Colorado shall be at 600 17th Street, Suite
2705-S, Denver, CO, 80202, or at such other location as the board of directors
(the "Board") may from time to time determine. Other offices and places of
business may be established from time to time by resolution of the Board.


        Section 2. Corporate Seal. The seal of the corporation shall be
inscribed with the name of the corporation, the year of its incorporation, and
the words "Colorado" and "Seal" and shall be in a form approved by the Board,
which may alter the same in its discretion.

ARTICLE II - Shares and Share Transfer 

        Section 1. Form of Certificate Representing Shares. The shares of the
corporation shall be represented by certificates signed by the chairman or
vice-chairman of the Board or by the president or a vice-president and by the
secretary or an assistant secretary or the treasurer or assistant treasurer of
the corporation, and may be sealed with the seal of the corporation or a
facsimile of such seal. The signature of either or both of the executing persons
upon a certificate may be a facsimile if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation. If any person named above who has signed a
certificate or whose facsimile has been placed upon a certificate has ceased to
hold such capacity before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer at the date
of its issue.

        Section 2. Issuance of New Certificates. No new certificates evidencing
shares shall be issued unless and until the old certificate or certificates in
lieu of which the new certificate is issued shall be surrendered for
cancellation, except as provided in Section 3 of this Article II.


        Section 3. Loss or Destruction of Certificate. If any certificate for
shares is lost or destroyed, another certificate may be issued in its place upon
satisfactory proof of such loss

                                      -1-






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<PAGE>



or destruction and, at the discretion of the corporation, upon giving to the
corporation a satisfactory bond of indemnity issued by a corporate surety in an
amount and for a period satisfactory to the Board.

        Section 4. Closing of Stock Transfer Books; Fixing of Record Date. In
order to determine shareholders entitled to notice of or to vote at any meeting
of shareholders, or any adjournment thereof, or entitled to receive payment of
any dividend or distribution, or in order to make a determination of
shareholders for any other purpose, the Board may provide that the stock
transfer books shall be closed for a stated period not to exceed 50 days. If
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least 10 days immediately preceding such meeting.
Instead of closing the stock transfer books, the Board may fix in advance a date
as the record date for any such determination of shareholders, such date to be
not more than 50 days and, in the case of a meeting of shareholders, not less
than 10 days prior to the date of such meeting or on which the particular action
requiring such determination of shareholders is to be taken. If the Board does
not order the stock transfer books closed, or fix in advance a record date, as
above provided, then the record date for the determination of shareholders
entitled to notice of or to vote at any meeting of shareholders or entitled to
receive payment of any dividend or distribution or in order to make a
determination of shareholders for any other proper purpose shall be the date on
which notice of the meeting is mailed or the date on which the resolution of the
Board declaring the dividend or authorizing the distribution is adopted, or 30
days prior to the date on which any other action requiring such determination of
shareholders is to be taken, as the case may be.

ARTICLE III - Shareholders and Shareholder Meetings 

        Section 1. Registered Shareholders. Only shareholders of record on the
books of the corporation shall be entitled to be treated by the corporation as
holders in fact of the shares standing in their respective names, and the
corporation shall not be bound to recognize any equitable or other claim to, or
interest in, any shares on the part of any other person, firm, or corporation,
whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Colorado.


        Section 2. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the corporation or at such other place as may be
designated in the notice of meeting.

        Section 3. Annual Meetings. The annual meeting of shareholders of the
corporation for the election of directors, and for the transaction of such other
business as may properly come before the meeting, shall be held on the first
Monday in August



                                      -2-






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<PAGE>



or on such other date as the Board of Directors shall determine each year, if
that day is not a legal holiday, or on such other day as the Board may provide.
If that day is a legal holiday, then the annual meeting shall be held on the
next succeeding business day. If a quorum is not present, the meeting may be
adjourned from time to time, but no single adjournment shall exceed 60 days.


        Section 4. Special Meetings. Special meetings of shareholders may be
called by the chairman of the Board or the president (or in such person's
absence by the vice-chairman or a vice-president), the Board, or the holders
of not less than one-tenth of all shares entitled to vote on the subject
matter for which the meeting is called. 

        Section 5. Notice of Meetings. Written notice of a shareholders' meeting
shall be given not less than 10 days nor more than 50 days before the date of
the meeting. Such notice shall state the place, day, and hour of the meeting and
in the case of a special meeting of shareholders (or any other meeting of
shareholders as to which the purpose is required by law to be disclosed) the
purpose or purposes for which the meeting is called. Such notice shall be given,
either by personal delivery, by mail, or by other method capable of transmission
of plain language document copy, by or at the direction of the person calling
the meeting, to each shareholder entitled by law to such notice, except that:

           (a) if the authorized shares of the corporation are to be increased,
at least 30 days' notice shall be given; and

           (b) if a sale, lease, exchange, or other disposition of all or
substantially all of the property and assets of the corporation not in the
regular course of its business is to be considered, at least 20 days' notice
shall be given.

        Section 6. Delivery of Notice; Deficiency in Notice. Any written notice
required to be given by law, the Articles of Incorporation, or these bylaws, if
mailed, shall be deemed given when deposited in the United States mail, with
first class postage prepaid, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation. However, if three
successive such notices mailed to the last known address of any shareholder of
record are returned as undeliverable, no further notices to such shareholder
shall be required, until another address for such shareholder is made known to
the corporation. Failure to give or obtain a waiver of any required notice shall
not cause the meeting to be invalid or foregone, but it shall be adjourned by
the shareholders present for a period not to exceed 60 days until any deficiency
in notice or waiver shall be corrected.

                                      -3-





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<PAGE>



        Section 7. Record of Shareholders Entitled to Vote. At least 10 days
before each meeting of shareholders, the officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. This record shall be kept on file for a period of 10 days prior to
such meeting at the principal office of the corporation, whether within or
outside Colorado, and shall be subject to inspection by any shareholder for any
purpose germane to the meeting at any time during usual business hours. Such
record shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder for any purpose
germane to the meeting during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to which shareholders are
entitled to examine such record or transfer books or to vote at any meeting of
shareholders. 

        Section 8. Quorum. A quorum at any meeting of shareholders shall consist
of a majority of the shares of the corporation entitled to vote at such meeting,
represented in person or by proxy. If a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is required by law or the
Articles of Incorporation. If a quorum is present at any meeting of
shareholders and any class is entitled to vote as a class on a particular
matter, a majority of the shares of that class, represented in person or by
proxy, shall constitute a quorum for purposes of voting on that matter.

        Section 9. Voting. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by such person's duly authorized
attorney-in-fact. No proxy shall be valid after 11 months from the date of its
execution, unless otherwise provided in the proxy.

ARTICLE IV - Directors, Powers, and Meetings 

        Section 1. Qualifications; Tenure. The business and affairs of the
corporation shall be managed by a board of one to seven directors. Each director
shall be at least 18 years of age, but need not be a shareholder of the
corporation or a resident of the State of Colorado. Directors shall be elected
at the annual meeting of shareholders or some adjournment thereof. Unless a
director has resigned, died, or become disabled or incapacitated, each director
shall hold office until the next succeeding annual meeting of shareholders and
until his or her successor has been elected and qualified; however, no provision
of this section shall be restrictive upon the right of the Board


                                      -4-






 <PAGE>


<PAGE>



to fill vacancies or upon the right of shareholders to remove to directors or
fill vacancies as is provided elsewhere in this Article IV.


        Section 2. Annual Meetings. The annual meeting of the Board shall be
held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be required. The annual meeting of the Board
shall be for the purpose of electing officers and the transaction of such other
business as may come before the meeting.


        Section 3. Special Meetings. Special meetings of the Board or any
committee designated by the Board may be called at any time by the chairman of
the Board or the president (or in such person's absence by the vice-chairman of
the Board or a vice-president) or by any director, and may be held within or
outside the State of Colorado, at such time and place as the notice or waiver
thereof may specify. Notice of such meeting shall be given (1) by mail or
telegraph to the last-known address of each director at least five days before
the date fixed for the meeting, or (2) in person or by telephone, radio, or
other method capable of instantaneous transmission of voice communications or
plain language document copy at least 48 hours before the time fixed for the
meeting. Special meetings of the Board or any committee designated by the Board
may be held without notice at any time that all directors are present in person,
and presence of any director or member of such committee at a meeting
constitutes waiver of notice of such meeting except as otherwise provided by
law. Unless specifically required by these bylaws, neither the business to be
transacted at, nor the purpose of, any meeting of the Board or any committee
designated by the Board need be specified in the notice or waiver of notice of
such meeting.

        Section 4. Meetings by Telephone. The Board or any committee designated
by the Board may participate in a meeting by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.


        Section 5. Quorum. A quorum at all meetings of the Board or any
committee designated by the Board shall consist of a majority of the number of
directors or members of such committee, but a smaller number may adjourn from
time to time without further notice until a quorum is secured. The act of a
majority of the directors or committee members present at a meeting at which a
quorum is present shall be the act of the Board or committee, unless the act of
a greater number is required by law, the Articles of Incorporation, or these
bylaws.

        Section 6. Vacancies. Any vacancy occurring in the Board shall be filled
by the affirmative vote of a majority of


                                      -5-




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<PAGE>



the remaining directors though less than a quorum of the Board. In the event the
entire Board is vacated, a new Board shall be filled by an election at the
shareholders annual meeting, or at a special meeting of shareholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of such person's predecessor in office and shall hold such office
until such person's successor is duly elected and qualified. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
the affirmative vote of a majority of the directors then in office or by an
election at an annual shareholders' meeting, or at a special meeting of
shareholders called for that purpose. A director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of shareholders and until such person's successor has
been elected and qualified.

        Section 7. Compensation. Directors may receive such fees as may be
established by appropriate resolution of the Board for attendance at meetings of
the Board and at meetings of any committee designated by the Board and, in
addition, may receive reasonable traveling expense, if any is required, for
attendance at such meetings.

        Section 8. Committees. The Board may designate from among its members,
by resolution adopted by a majority of the number of directors then fixed by
these bylaws, an executive committee and one or more other committees each of
which shall have and may exercise such authority in the management of the
corporation as provided in such resolution; provided, however, that such
authority shall be no greater than is permitted such a committee by the Colorado
Corporation Code.

        Section 9. Removal. The shareholders may, at a meeting called for the
express purpose of removing directors, by a majority vote of the shares entitled
to vote at an election of directors, and in the manner of voting prescribed in
the Articles of Incorporation, remove the entire Board, or any lesser number,
with or without cause.

ARTICLE V - Officers 

        Section 1. Elective Officers; Tenure. The elective officers of the
corporation shall be a president, a secretary, and a treasurer who shall be
elected by the Board. Unless removed in accordance with procedures established
by law and these bylaws or unless an officer shall have resigned, died, or
become disabled or incapacitated, officers shall serve until the next succeeding
annual meeting of the Board and until their respective successors are elected
and qualified. Any two or more offices may be held by the same person at the
same time, except that one person may not simultaneously hold the offices of
president and secretary.

                                      -6-





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<PAGE>



        Section 2. Additional Officers. The Board may elect or appoint a general
manager, one or more vice-presidents, assistant secretaries, and assistant
treasurers as it may deem advisable, who shall hold office at the discretion of
the Board, and shall be paid such compensation as may be directed by the Board.

        Section 3. Powers and Duties. The officers of the corporation shall
exercise and perform the respective powers, duties, and functions as are stated
below, and as may be assigned to them by the Board.

               (a) The president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board, have general
supervision, direction, and control of the business and officers of the
corporation. The president or a vice-president, unless some other person is
specifically authorized by the Board or by these bylaws, shall sign all stock
certificates and all bonds, deeds, mortgages leases, and contracts of the
corporation. The president shall perform all the duties commonly incident to
such office and such other duties as the Board shall designate. 

               (b) In the absence or disability of the president, the
vice-president or vice-presidents, if any, in order of their rank as fixed by
the Board, and if not ranked, the vice-presidents in the order designated by the
Board, shall perform all the duties of the president, and when so acting shall
have all the powers of, and be subject to all the restrictions on, the
president. Each vice-president shall have other powers and perform such other
duties as may from time to time be assigned to such person by the president.


               (c) The secretary shall keep accurate minutes of all meetings of
the shareholders and the Board. Such person shall keep, or cause to be kept, a
register of the shareholders of the corporation and shall be responsible for the
giving of notice of meetings of the shareholders or of the Board. The secretary
shall be custodian of the records and of the seal of the corporation and shall
attest the affixing of the seal of the corporation when so authorized. The
secretary shall perform all duties commonly incident to such office and such
other duties as may from time to time be assigned to such person by the
president.

               (d) An assistant secretary may, at the request of the secretary,
or in the absence or disability of the secretary, perform all of the duties of
the secretary. Such person shall perform such other duties as may be assigned to
such person by the president or by the secretary.

               (e) The treasurer, subject to the order of the Board, shall
have the care and custody of the money, funds, valuable papers, and documents
of the corporation. Such person


                                      -7-





 <PAGE>


<PAGE>


shall keep accurate books of accounts of the corporation's transactions, which
shall be the property of the corporation, and shall render financial reports and
statements of condition of the corporation when so requested by the Board or
president. The treasurer shall perform all duties commonly incident to such
office and such other duties as may from time to time be assigned to such person
by the president. 


               (f) An assistant treasurer may, at the request of the treasurer,
or in the absence or disability of the treasurer, perform all of the duties of
the treasurer. Such person shall perform such other duties as may be assigned to
such person by the president or the treasurer.

        Section 4. Qualifications. All officers of the corporation shall be
natural persons of the age of 18 years or more.


        Section 5. Compensation. All officers of the corporation may receive
salaries or other compensation if so ordered and fixed by the Board. The Board
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the Board may deem advisable.


        Section 6. Absence or Inability to Act; Vacancies. In the event of
absence or inability of any officer to act, the Board may delegate the powers or
duties of such officer to any other officer, director, or person whom it may
select. Any vacancy occurring in the elective offices of the corporation may be
filled by vote of the Board. An officer elected to fill a vacancy shall be
elected for the unexpired term of such person's predecessor in office and
shall hold office until such person's successor is duly elected and qualified.

        Section 7. Removal. Any officer or agent may be removed by the Board
whenever in its judgment the best interest of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not, of itself, create contract rights.

ARTICLE VI - Finance 

        Section 1. Bank Deposits; Notes; Commercial Paper. The moneys of the
corporation shall be deposited in the name of the corporation in such bank or
banks or trust company or trust companies as the Board shall designate, and may
be drawn out only on checks signed in the name of the corporation by such person
or persons as the Board, by appropriate resolution, may direct. Notes and
commercial paper, when authorized by the Board, shall be signed in the name of
the corporation by such person or persons as shall be so authorized from time to
time. 

                                      -8-





 <PAGE>


<PAGE>



        Section 2. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board.


ARTICLE VII - Waiver of Notice

        Any shareholder, officer, or director may waive, in writing, any notice
required to be given by law or these bylaws, whether before or after the time
stated in such notice.

ARTICLE VIII - Action Without a Meeting

        Any action required or permitted by law, the Articles of Incorporation,
or these bylaws to be taken at a meeting of the Board, any committee designated
by the Board, or the shareholders of the corporation may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all of the directors, other committee members, or shareholders entitled to vote
with respect to the subject matter of such meeting.

ARTICLE IX - Indemnification 

        Section 1. Indemnification. It is a policy of this corporation to
provide indemnification, either directly or indirectly through insurance
policies or otherwise, for individuals who serve from time to time, following
the adoption of this policy, as its directors, officers, agents or employees, or
at its request as directors, officers, partners, trustees, employees or agents
of any other corporation or of any partnership, joint venture, trust, other
enterprise or employee benefit plan, against liabilities and expenses they incur
in connection with holding such positions, in each case to the fullest extent
permitted by law. Whenever such an individual seeks indemnification by this
corporation against any liability or expenses incurred in any threatened,
pending or completed proceeding in which the individual is a party because he or
she is or was a director, officer, agent or employee, this corporation shall
proceed diligently and in good faith to make a determination, in a manner
permitted by Colorado law, whether indemnification is permissible in the
circumstances. If indemnification is determined to be permissible, this
corporation shall indemnify the individual to the fullest extent permissible,
provided that any indemnification for expenses shall be limited to the amount
found to be reasonable by an evaluation conducted in a manner permitted by
Colorado law. This section shall not be interpreted to limit in any manner any
indemnification this corporation may be required to pay pursuant to Colorado
law, or pursuant to any written contract between this corporation and any said
individual.


                                      -9-





 <PAGE>


<PAGE>



ARTICLE X - Voting of Stocks Owned by the Corporation 

        In the absence of a resolution of the Board to the contrary, the
president of this corporation or any vice-president acting within the scope of
his or her authority as provided by Section 3 of Article V of these bylaws, are
authorized and empowered on behalf of the corporation to attend, vote, grant
discretionary proxies to be used at any meeting of shareholders or stockholders
of any corporation in which this corporation holds or owns shares of stock, and
in that connection, on behalf of this corporation, to execute a waiver of notice
of any such meeting. The Board shall have authority to designate any officer of
person as a proxy or attorney-in-fact to vote shares of stock in any other
corporation in which this corporation may own or hold shares of stock.

ARTICLE XI - Amendments 

        These bylaws may be altered, amended, or repealed at the annual meeting
of the Board or at any special meeting of the Board, subject to repeal or change
by action of the shareholders.

        The above bylaws were approved and adopted by the Board on June 20,
1989.
                                    /s/ [SIGNATURE ILLEGIBLE]
                                    ----------------------------
                                    Secretary

                                    /s/ Samuel M. Simpson
                                    ---------------------------
                                    Samuel M. Simpson, Director


                                      -10-

<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>59
<DESCRIPTION>EXHIBIT 3.58
<TEXT>

<PAGE>



                                    BY-LAWS
                                       OF
                            FOUNTAIN CLASSICS, INC.


                                   ARTICLE I
                                    OFFICES

        The principal office of Fountain Classics, Inc. (the "Corporation') in
the State of Colorado (state of incorporation) shall be located in the City of
Denver. The Corporation may have such other offices or relocate its principal
office either within or without the state of incorporation as the Board of
Directors may require from time to time.


        The registered office of the Corporation required by the Articles of
Incorporation to be maintained in the state of incorporation may be, but need
not be, identical with the principal office in the state of incorporation and
the address of the registered office may be changed from time to time by the
Board of Directors.

                                   ARTICLE II
                                  SHAREHOLDERS

        Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held annually on such date and time as set by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the state of incorporation, such meeting shall be held on the
next succeeding business day. If the election of directors shall not be held on
the day herein designated for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

        Section 2. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the president or by the Board of Directors and shall be called by the
president at the request of the holders of not less than one-tenth (1/10) of
all the outstanding shares of the Corporation entitled to vote at the meeting.

        Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual or special meeting. A waiver of notice, signed by all
shareholders entitled to vote at a meeting, may designate any place, either
within or without the state of incorporation, as the place for the holding of
such meeting. If no designation is made, the place of meeting shall be the
registered office of the Corporation in the state of incorporation.

        Section 4. Notice of Meeting. Written or printed notice, stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered either
personally or by mail by or at the direction of the president, the 




 <PAGE>


<PAGE>




secretary, or the officer or person calling the meeting to each shareholder of
record entitled to vote at such meeting, except that, if the authorized shares
are to be increased, at least thirty (30) days' notice shall be given.

        Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may fix in advance a date as the record date for any such
determination of shareholders; such date, in case of a meeting of shareholders,
shall be not more than fifty (50) days nor less than ten (10) days prior to the
date on which the particular action requiring such determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section; such determination shall apply to any adjournment thereof, except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.

        Section 6. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. 


        Section 7. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. The attorney-in-fact can only be another shareholder of the
Corporation. Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.

        Section 8. Voting of Shares. Subject to the provisions of Sections 7 and
10 of this Article II, each outstanding share entitled to vote shall be entitled
to one (1) vote upon each matter submitted to a vote at a meeting of
shareholders.

        Section 9. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.


        Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.

                                       2




 <PAGE>


<PAGE>




        Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver, without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which the receiver was
appointed.


        A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and,
thereafter, the pledgee shall be entitled to vote the shares so transferred.

        Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.

        Section 10. Cumulative Voting. As set forth in the Articles of
Incorporation, cumulative voting shall not be permitted.

                                  ARTICLE III
                               BOARD OF DIRECTORS

        Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.

        The Board of Directors shall have the power from time to time to provide
for the management of the offices of the Corporation at home or abroad in such
manner as they see fit and, in particular, from time to time, to delegate any of
the powers of the Board of Directors in the course of the current business of
the Corporation to any standing or special committee or to any officer or agent
and to appoint any persons as agents of the Corporation with such powers
(including the power to sub-delegate) and upon such terms as may be deemed fit.


        In addition to the powers and authorities by the Articles of
Incorporation and by these By-Laws expressly conferred upon them, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these By-Laws directed or required to be exercised or done by the shareholders.

        Section 2. Number, Tenure and Qualifications. The number of directors of
the Corporation initially shall be one. Notwithstanding anything herein to the
contrary, the number of directors may be revised to any number up to five by
action of the Board of Directors. Each director shall hold office until the next
annual meeting of shareholders and until his successor has been elected and
qualified. Directors need not be residents of the state of incorporation or
shareholders of the Corporation. 


        Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held, without other notice than this By-Law, immediately after and at
the same place as the annual


                                       3




 <PAGE>


<PAGE>



meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the state of incorporation, for the
holding of additional regular meetings, without other notice than such
resolution. 


        Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president or any director. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the state of incorporation, as the place for
holding any special meeting of the Board of Directors called by them.

        Section 5. Notice. Notice of any special meeting shall be given at least
three (3) days previously thereto by written notice delivered personally or
mailed to each director at his business address or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
so addressed with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business, because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

        Section 6. Quorum. Any majority of the total membership of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if a quorum shall not be present at any
meeting, a majority of the directors present may adjoun the meeting from time to
time without further notice.

        Section 7. Action by Consent of Board of Directors Without Meeting. Any
action required or permitted to be taken by the Board of Directors under any
provision of the laws of the state of incorporation may be taken without a
meeting, if all members of the Board of Directors shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board of Directors.
Such action by written consent shall have the same force and effect as a
unanimous vote of such directors. Any certificate or other document filed under
any provision of the laws of the state of incorporation which relates to action
so taken shall state that the action was taken by unanimous written consent of
the Board of Directors without a meeting; that these By-Laws authorize the
directors to so act; and such statement shall be prima facie evidence of such
authority.

        Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present, shall be the act of the Board
of Directors.


                                       4
 




 <PAGE>


<PAGE>


        The order of business at any regular or special meeting of the Board of
Directors shall be: 

        1. Calling the roll.
        2. Secretary's proof of due notice of meeting, if required.
        3. Reading and disposal of unapproved minutes.
        4. Reports of officers.
        5. Unfinished business.
        6. New business.
        7. Adjournment.

        Section 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a special meeting of
shareholders called for that purpose. A director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of shareholders and until his successor has been elected
and qualified.

        Section 10. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor or from receiving compensation for
any extraordinary or unusual service as a director.

        Section 11. Presumption of Assent. A director of the Corporation, who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken, shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

        Section 12. Resignation of Officers or Directors. Any director or other
officer may resign his office at any time, such resignation to be made in
writing and to take effect from the time of its receipt by the Corporation
unless a time be fixed in the resignation and then it will take effect from
that date. The acceptance of the resignation shall not be required to make
it effective.


                                        5





 <PAGE>


<PAGE>



                                   ARTICLE IV
                                    OFFICERS

        Section 1. Number. The officers of the Corporation initially shall be a
president and a secretary, and, if the Board of Directors determines, a
treasurer and one or more vice-presidents (the number thereof to be determined
by the Board of Directors), all of whom shall be designated executive officers
and assistant officers, as may be deemed necessary, shall be designated
administrative assistant officers and may be appointed by the president. Any two
or more offices may be held by the same person, except the offices of president
and secretary. The officers of the Corporation shall be natural persons of the
age of eighteen years or older.


        Section 2. Election and Term of Office. The executive officers of the
Corporation, to be elected by the Board of Directors, shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders. If the election of officers shall
not be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each executive officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided. Administrative assistant officers shall hold office at the
pleasure of the president.

        Section 3. Removal. Subject to the existence of any agreements to the
contrary, any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in its judgment, the best
interests of the Corporation would be served thereby. Such removal also shall be
without prejudice to the contract rights, if any, of the person so removed.

        Section 4. Vacancies. A vacancy in any executive office, because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

        Section 5. The President. The president shall be the chief executive
officer of the Corporation, and subject to the control of the Board of
Directors, shall be in general charge of the affairs of the Corporation. He may
sign, with the secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and, in general,
shall perform all duties incident to the office of the president and such other
duties as may be prescribed by the Board of Directors from time to time.

        Section 6. The Vice-President(s). In the absence of the president or
in the event of his death or inability or refusal to act, the vice-president
(or, in the event there be more than one vice-president, the vice-presidents
in the order designated at the time of their election or, in the

                                        6




 <PAGE>


<PAGE>


absence of any designation, then in the order of their election), shall perform
the duties of the president and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. Any vice-president
may sign, with the secretary or an assistant secretary, certificates for shares
of the Corporation and shall perform such other duties as from time to time
may be assigned to him by the president or by the Board of Directors.

        Section 7. The Secretary. The secretary shall: (a) keep the minutes of
the shareholders' meetings and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholders; (e) sign with the president, or a
vice-president, certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation; (g) in
general, perform all the duties incident to the office of the secretary and such
other duties as from time to time may be assigned to him by the president or by
the Board of Directors.

        Section 8. The Treasurer. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these By-Laws; and (b) in general, perform all the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the Board of Directors.

        Section 9. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the president, may sign with the president or a
vice-president certificates for shares of the Corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors. The
assistant treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The assistant secretaries
and assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
president or Board of Directors.

        Section 10. Salaries. The salaries of the executive officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation. The salaries of the administrative assistant
officers shall be fixed by the president.


                                       7




 <PAGE>


<PAGE>


                                   ARTICLE V
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

        Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract, including contracts to
lend and borrow money, or execute and deliver any instrument in the name of and
on behalf of the Corporation and such authority may be general or confined to
specific instances.

        Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness, issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents, of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

        Section 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

                                   ARTICLE VI
              CERTIFICATES FOR SHARES AND THEIR TRANSFER AND SALE

        Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the president or a
vice-president and by the secretary, or an assistant secretary.


        A certificate for shares signed by an officer who ceases by death,
resignation or otherwise to be an officer of the corporation before the
certificate is delivered by the Corporation, is as valid as though signed by a
duly elected, qualified and authorized officer.

        All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate of a like number of
shares has been surrendered and cancelled, except that, in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.


        The shares of stock of the Corporation shall be issued only in the name
of the legal or beneficial owner.

        Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the 

                                       8




 <PAGE>


<PAGE>


Corporation and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.



                                  ARTICLE VII
                                  FISCAL YEAR

        The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.

                                  ARTICLE VIII
                                    DIVIDENDS

        The Board of Directors may from time to time declare, and the
Corporation may pay in cash, stock or other property, dividends on its
outstanding shares in the manner and upon the terms and conditions provided by
law and its Articles of Incorporation.

                                   ARTICLE IX
                                      SEAL

        The Board of Directors shall provide a corporate seal, circular in form,
having inscribed thereon, among other things, the corporate name, the state of
incorporation and the word "Seal".

                                   ARTICLE X
                                WAIVER OF NOTICE

        Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these By-Laws or under the
provisions of the Articles of Incorporation or under the provisions of the
applicable laws of the state of incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                   ARTICLE XI
                                   AMENDMENTS

        These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                                  ARTICLE XII
                 UNIFORMITY OF INTERPRETATION AND SEVERABILITY

        These By-Laws shall be so interpreted and construed as to conform to the
Articles of Incorporation and the statutes of the state of incorporation or of
any other state in which conformity may become necessary by reason of the
qualification of the Corporation to do business

                                        9





 <PAGE>


<PAGE>



in such foreign state, and where conflict between these By-Laws and the Articles
of Incorporation or the statutes of the state of incorporation has arisen or
shall arise, these By-Laws shall be considered to be modified to the extent, but
only to the extent, conformity shall require. If any provision hereof or the
application thereof shall be deemed to be invalid by reason of the foregoing
sentence, such invalidity shall not affect the validity of the remainder of the
By-Laws without the invalid provision or the application thereof, and the
provisions of these By-Laws are declared to be severable.

                                       10




<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>60
<DESCRIPTION>EXHIBIT 4.5
<TEXT>


<PAGE>


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR
THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 3.13 AND 3.14 OF THE INDENTURE.](1)

                                    [FORM OF NOTE]

                         TRIARC CONSUMER PRODUCTS GROUP, LLC,
                            TRIARC BEVERAGE HOLDINGS CORP.

                       10 1/4% Senior Subordinated Note due 2009

No.________                                                 CUSIP No. __________

                                                   $ __________


        TRIARC CONSUMER PRODUCTS GROUP, LLC, a Delaware limited liability
company (the "Company") and TRIARC BEVERAGE HOLDINGS CORP., a Delaware
corporation ("Triarc Beverage" and together with the Company, the "Issuers",
which term includes any successor Persons under the Indenture hereinafter
referred to), for value received, jointly and severally promise to pay to
___________, or its registered assigns, the principal sum of ___________________
Dollars ($___________), on February 15, 2009.

        Interest Rate:                   10 1/4% per annum.

--------------
(1)  To be included for global notes.




<PAGE>
<PAGE>


        Interest Payment Dates:          February 15 and August 15 of each year
                                         commencing August 15, 1999.

        Regular Record Dates:            February 1 and August 1 of each year.

        Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                        2



<PAGE>
<PAGE>



        IN WITNESS WHEREOF, the Issuers have caused this Note to be signed
manually or by facsimile by its duly authorized officers.

        Date:_________

                                         TRIARC CONSUMER PRODUCTS
                                             GROUP, LLC, as Issuer


                                         By:_________________________
                                            Name:
                                            Title:


                                         TRIARC BEVERAGE HOLDINGS
                                             CORP., as Issuer


                                         By:_________________________
                                            Name:
                                            Title:


                                           3



<PAGE>
<PAGE>







                (Form of Trustee's Certificate of Authentication)

        This is one of the 10 1/4% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.



                                         THE BANK OF NEW YORK,
                                               as Trustee



Dated: ______________                    By:_________________________
                                            Authorized Signatory





                                        4



<PAGE>
<PAGE>



                             [REVERSE SIDE OF NOTE]

                      TRIARC CONSUMER PRODUCTS GROUP, LLC,
                         TRIARC BEVERAGE HOLDINGS CORP.

                    10 1/4% Senior Subordinated Note due 2009

        1. Principal and Interest; Subordination. The Issuers agree, jointly and
severally, to pay the principal of this Note on February 15, 2009.

        The Issuers agree, jointly and severally, to pay interest on the
principal amount of this Note on each Interest Payment Date, as set forth below,
at the rate of 10 1/4% per annum.

        Interest will be payable semi-annually (to the Holders of record of the
Notes (or any predecessor Notes) at the close of business on the Regular Record
Date immediately preceding the Interest Payment Date) on each Interest Payment
Date, commencing August 15, 1999.

        Interest on this Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from February 25, 1999;
provided that, if there is no existing default in the payment of interest and if
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

        The Issuers shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum equal to 1% per annum in excess of the rate of interest
applicable to the Notes.

        The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness, and this Note is issued
subject to such provisions. Each Holder of this Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee its attorney-in-fact for such purpose.

        2. Method of Payment. The Issuers will pay interest (except defaulted
interest) on the principal amount of the Notes on each February 15 and August 15
to the Persons who are Holders (as reflected in the Register at the close of
business on the February 1 and August 1 immediately preceding the Interest
Payment Date), in each case, even if the Note is canceled on registration of
transfer or registration of exchange after such Regular Record Date; provided
that, with respect to the payment of principal, the Issuers will


                                        5



<PAGE>
<PAGE>



make payment to the Holder that surrenders this Note to any Paying Agent on or
after February 15, 2009.

        The Issuers will pay principal, premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Notes represented by the
Global Notes (including principal, premium, if any, and interest) shall be made
by wire transfer of immediately available funds to the accounts specified by the
Global Note Holder. With respect to Physical Notes, the Issuers will make all
payments of principal, premium, if any, and interest by wire transfer of
immediately available funds to the accounts specified by the Holders thereof or,
if no such account is specified, by mailing a check to each such Holder's
registered address. If a payment date is a date other than a Business Day,
payment may be made at that place on the next succeeding day that is a Business
Day and no interest shall accrue for the intervening period.

        3. Paying Agent and Registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Issuers may change any Paying Agent or Registrar upon
written notice thereto. The Issuers, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-registrar.

        4. Indenture; Limitations. The Issuers issued the Notes under an
Indenture dated as of February 25, 1999 (the "Indenture"), among the Issuers,
the Subsidiary Guarantors and The Bank of New York, as trustee (the "Trustee").
Capitalized terms herein are used as defined in the Indenture unless otherwise
indicated. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(the "TIA"). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of all such terms. To the extent
permitted by applicable law, in the event of any inconsistency between the terms
of this Note and the terms of the Indenture, the terms of the Indenture shall
control.

        The Notes are unsecured senior subordinated obligations of the Issuers.
The Indenture limits the initial aggregate principal amount of the Notes to
$300,000,000 but permits the issuance of Additional Notes in an unlimited amount
subject to compliance with the covenants contained in the Indenture and except
as may be limited by applicable law.

        5. Optional Redemption. The Notes may be redeemed at the option of the
Issuers, in whole or in part, at any time and from time to time, on or after
February 15, 2004, at the following Redemption Prices (expressed in percentages
of principal amount on the relevant Redemption Date), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the 12-month period
commencing February 15 of each of the years set forth below:


                                        6



<PAGE>
<PAGE>




<TABLE>
<CAPTION>
                  Year                               Redemption Price

<S>                                                     <C>      
2004....................................                105.1250%
2005....................................                103.4167%
2006....................................                101.7083%
2007 and thereafter.....................                100.0000%
</TABLE>

        In addition, at any time prior to February 15, 2002, the Issuers may
redeem up to 35% of the original principal amount of the Notes, with the
proceeds of one or more Qualified Public Equity Offerings, at the redemption
price (expressed in percentages of principal amount on the relevant Redemption
Date) of 110.25% plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on the relevant Interest Payment Date); provided,
however, that (i) at least 65% of the aggregate principal amount of the Notes
ever issued under the Indenture remains Outstanding and is held, directly or
indirectly, by Persons other than the Company and its Affiliates and (ii) such
redemption shall occur within 60 days of the applicable Qualified Public Equity
Offering.

        If less than all the Notes are to be redeemed, the particular Notes to
be redeemed shall be selected by the Trustee on a pro rate basis, by lot or by
such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate; provided, however, that no Note of $1,000 in original principal
amount or less shall be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note.

        Notice of a redemption will be mailed, first-class postage prepaid, at
least 30 days but not more than 60 days before the Redemption Date to each
Holder's registered address. Notes in original denominations larger than $1,000
may be redeemed in part in integral multiples of $1,000. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of Notes called
for redemption, unless the Issuers default in the payment of the Redemption
Price.

        6. Repurchase upon a Change in Control and Sale of Assets. Upon the
occurrence of (a) a Change in Control, each Holder shall have the right to
require that the Issuers repurchase such Holder's Notes at a purchase price in
cash equal to 101% of the principal amount thereof on the date of purchase, plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of Holders of record on the relevant Regular Record Date to receive
interest due on the relevant Interest Payment Date) and (b) an Asset
Disposition, the Issuers may be obligated to make an offer to purchase on a pro
rata basis from the Holders the Notes with a portion of the Excess Proceeds of
such


                                        7



<PAGE>
<PAGE>



Asset Sales at a purchase price equal to 100% of the principal amount of such
Notes plus accrued interest, if any, to the date of purchase.

        7. Denominations; Transfer; Exchange. The Notes are in fully registered
form without coupons, in denominations of $1,000 and any integral multiples of
$1,000. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

        8. Persons Deemed Owners. A Holder may be treated as the owner of a Note
for all purposes.

        9. Unclaimed Money. If money for the payment of principal, premium, if
any, or interest remains unclaimed for two years, the Trustee and the Paying
Agent will pay the money back to the Issuers at their request. After that,
Holders entitled to the money must look to the Issuers for payment, unless an
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

        10. Discharge Prior to Redemption or Maturity. If the Issuers
irrevocably deposit, or cause to be deposited, with the Trustee money or U.S.
Government Obligations sufficient to pay the then outstanding principal of and
premium, if any, and accrued interest on the Notes (a) to redemption or
maturity, the Issuers will be discharged from the Indenture and the Notes,
except in certain circumstances for certain sections thereof, and (b) to
redemption or maturity, the Issuers will be discharged from certain covenants
set forth in the Indenture.

        11. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
Outstanding, and any existing Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. Without notice to or the consent of any
Holder, the parties thereto may amend the Indenture or the Notes to the extent
set forth in the Indenture.

        12. Restrictive Covenants. The Indenture contains certain covenants,
including, without limitation, covenants with respect to the following matters:
(i) Indebtedness; (ii) Restricted Payments; (iii) distributions from Restricted
Subsidiaries; (iv) sales of assets and Subsidiary stock; (v) transactions with
Affiliates; (vi) Liens; (vii) Senior Subordinated Indebtedness; (viii)
repurchase of Notes upon a Change in Control; (ix) sale or issuance of Capital
Stock of Restricted Subsidiaries; (x) Subsidiary Guarantees; and (xi)
consolidation, merger and sale of assets. Within 120


                                        8



<PAGE>
<PAGE>



days after the end of each fiscal year, the Issuers must report to the Trustee
on compliance with such limitations.

        13. Successor Persons. When a successor person or other entity (other
than an Affiliate of the Issuers) assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

        14. Remedies for Events of Default. If an Event of Default (other than
an Event of Default specified in Section 6.01(g) or (h) of the Indenture that
occurs with respect to an Issuer) occurs and is continuing under this Indenture,
then in every such case the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Notes, by written notice to the Issuers (and
to the Trustee if such notice is given by the Holders), may, and the Trustee at
the written request of such Holders shall, declare the principal of, premium, if
any, and accrued interest on all of the Outstanding Notes to be immediately due
and payable. Upon a declaration of acceleration, such principal of, premium, if
any, and accrued interest shall be immediately due and payable; provided,
however, that if any Designated Senior Indebtedness is outstanding, such
declaration shall not become effective until five (5) Business Days after the
Representatives of all the issues of Designated Senior Indebtedness receive
notice of such acceleration. If an Event of Default specified in Section 6.01(g)
or (h) of the Indenture occurs with respect to an Issuer, the principal of,
premium, if any, and accrued interest on the Outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of at least a majority in
aggregate principal amount of the Outstanding Notes by written notice to the
Issuers and to the Trustee, may waive all past defaults and rescind and annul a
declaration of acceleration and its consequences if (1) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and
interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (2) the recission would not conflict
with any judgment or decree of a court of competent jurisdiction.

        Holders may not enforce the Indenture, the Notes or the Subsidiary
Guarantees except as provided in the Indenture. The Trustee may require security
or indemnity satisfactory to it before it enforces the Indenture, the Notes or
the Subsidiary Guarantees. The Holders of at least a majority in aggregate
principal amount of the Notes then Outstanding may direct the Trustee in the
exercise of any trust or power in accordance with the terms of the Indenture.

        15. Subsidiary Guarantees. Except as specified below, each Subsidiary
Guarantor irrevocably and unconditionally guarantees (the "Guaranteed Amount"),
jointly and severally, on an unsecured senior subordinated basis, the full and
punctual payment (whether at Stated Maturity, upon acceleration, optional
redemption, upon


                                        9



<PAGE>
<PAGE>



repurchase following a Change of Control Offer or an Excess Proceeds Offer or
otherwise) of the principal of, premium, if any, and interest on, and all other
amounts payable under, this Note provided for under this Indenture, and the full
and punctual payment of all other amounts payable by the Issuers under the
Indenture; provided that, notwithstanding anything to the contrary herein, the
aggregate amount of the Obligations guaranteed under the Indenture by any
Subsidiary Guarantor shall be limited in amount to the maximum amount that would
not render such Subsidiary Guarantor's obligations subject to avoidance under
the applicable fraudulent conveyance provisions of the United States Bankruptcy
Code or any comparable provision of any applicable state law. Prior to the date
when RC/Arby's existing notes have been redeemed (the "redemption date"), the
Guaranteed Amount with respect to RC/Arby's and each of its Domestic Restricted
Subsidiaries shall be zero. On the redemption date, the Guaranteed Amount with
respect to RC/Arby's and each of its Domestic Restricted Subsidiaries shall
automatically, and without the need for further action, be the amounts described
above in the first sentence of this paragraph (15).

        Each Subsidiary Guarantor's obligations under its Subsidiary Guarantee
shall be subordinated in right of payment to all Senior Indebtedness of such
Subsidiary Guarantor to the extent and in the manner provided in the Indenture.
Each Holder of this Note, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee its
attorney-in-fact for such purpose.

        16. Additional Subsidiary Guarantees. If the Company or any of its
Restricted Subsidiaries shall acquire or create another Domestic Restricted
Subsidiary of the Company after the date of this Indenture, then such acquired
or created Domestic Restricted Subsidiary shall become a Subsidiary Guarantor by
executing a supplemental indenture.

        17. Trustee Dealings with Issuers. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may make loans to, accept deposits from, perform services for, and otherwise
deal with, the Issuers and its Affiliates as if it were not the Trustee.

        18. Authentication. This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note.

        19. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).


                                       10



<PAGE>
<PAGE>



        The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to the Issuers, c/o Triarc
Companies, Inc., 280 Park Avenue, 41st Floor, New York, New York 10017;
Attention: General Counsel.







                                       11



<PAGE>
<PAGE>



                               [FORM OF TRANSFER NOTICE]

        FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


------------------------------------------------------------------------------
attorney to transfer such Note on the books of the Issuers with full power of
substitution in the premises.






                                       12



<PAGE>
<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE

        If you wish to have this Note purchased by the Issuers pursuant to
Section 4.09 or Section 4.13 of the Indenture or in connection with a Permitted
Arby's Securitization (as defined in the Indenture), check the box: [ ]

        If you wish to have a portion of this Note purchased by the Issuers
pursuant to Section 4.09 or Section 4.13 of the Indenture or in connection with
a Permitted Arby's Securitization, state the amount (in original principal
amount) below:

         $ __________________________ .

Date:____________

Your Signature:__________________________

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:_____________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.





                                       13


<PAGE>



</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>61
<DESCRIPTION>EXHIBIT 5.1
<TEXT>


<PAGE>



              [Paul, Weiss, Rifkind, Wharton & Garrison Letterhead]





                                             May 17, 1999


Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries (as defined)
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York  10017

                       Registration Statement on Form S-4

Ladies and Gentlemen:

          In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Triarc Consumer Products Group, LLC, a
Delaware limited liability company (the "Company"), Triarc Beverage Holdings
Corp., a Delaware corporation (the "Co-Issuer" and, together with the Company,
the "Issuers"), and certain other subsidiaries of the Company (the "Guarantor
Subsidiaries" and, together with the Issuers, the "Co-Registrants") with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Act"), and the rules and regulations under the Act, we have
been requested to render our opinion as to the legality of the securities being
registered under the




<PAGE>
<PAGE>



Triarc Consumer Products Group, LLC                                            2
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries



Registration Statement. The Registration Statement relates to the registration
under the Act of the Issuers' $300,000,000 aggregate principal amount of 10 1/4%
Senior Subordinated Notes due 2009 (the "Exchange Notes") and the guaranties of
the Exchange Notes by the Guarantor Subsidiaries (the "Subsidiary Guaranties").
The Exchange Notes are to be offered in exchange for the Issuers' outstanding
10 1/4% Senior Subordinated Notes due 2009 (the "Existing Notes") issued and
sold by the Issuers on February 25, 1999 in an offering exempt from registration
under the Act. The Exchange Notes will be issued by the Issuers in accordance
with the terms of the Indenture, dated as of February 25, 1999 (the
"Indenture"), among the Issuers, the Guarantor Subsidiaries party to it and The
Bank of New York, as trustee (the "Trustee"). Capitalized terms used in this
opinion and not otherwise defined shall have the respective meanings ascribed to
them in the Registration Statement.

          In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):

          (i)  the Registration Statement (including its exhibits);

          (ii) the Indenture included as Exhibit 4.2 to the Registration
Statement;

          (iii)     the proposed form of the Exchange Notes included as
Exhibit 4.5 to the Registration Statement; and




<PAGE>
<PAGE>



Triarc Consumer Products Group, LLC                                            3
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries



          (iv) the Registration Rights Agreement, dated as of February 18, 1999
(the "Registration Rights Agreement"), among the Issuers, the Subsidiary
Guarantors party to it and Morgan Stanley & Co. Incorporated, Donaldson Lufkin &
Jenrette Securities Corporation and Wasserstein Perella Securities, Inc.,
included as Exhibit 4.3 to the Registration Statement.

          In addition, we have examined: (i) those corporate and limited
liability company records of the Co-Registrants as we have considered
appropriate, including the certificate of incorporation, as amended, and
by-laws, as amended, of each Co-Registrant or, in the case of the Company and
ARHC, LLC, the certificate of formation and limited liability company operating
agreement, as in effect on the date of this letter (collectively, the
"Organizational Documents"), and copies of resolutions of the board of directors
of the Co-Registrants or, in the case of the Company and ARHC, LLC, the board of
managers, each certified by an officer of that Co-Registrant; and (ii) those
other certificates, agreements and other documents as we deemed relevant and
necessary as a basis for the opinions expressed below.

          In our examination of the Documents and in rendering our opinions, we
have assumed, without independent investigation, (i) the due organization of and
valid existence of each Co-Registrant under the laws of its jurisdiction of
incorporation or formation, (ii) the enforceability of the Documents against
each party to them (other than the Co-Registrants), (iii) that each
Co-Registrant has the necessary power and




<PAGE>
<PAGE>



Triarc Consumer Products Group, LLC                                            4
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries



authority to execute, deliver and perform its obligations under each of the
Documents to which it is a party, (iv) that the authorization, execution and
delivery by each of the Co-Registrants of each Document to which it is a party
and the consummation by each of the Co-Registrants of the transactions
contemplated by them do not violate or result in a breach of or default under
the Organizational Documents, (v) that the Exchange Notes and the Subsidiary
Guaranties will be issued in accordance with the Indenture as described in the
Registration Statement, duly authenticated by the Trustee in accordance with the
Indenture and in the form reviewed by us and that any information omitted from
the form will be properly added, (vi) the genuineness of all signatures, (vii)
the legal capacity of all individuals who have executed any of the documents
which we examined, (viii) the authenticity of all documents submitted to us as
originals, (ix) the conformity to the original documents of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
validly existing agreements or other documents, (x) the authenticity of all the
latter documents and (xi) that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we examined
are accurate and complete.

          In expressing our opinions, we have relied upon the factual matters
contained in the representations and warranties of the Co-Registrants made in
the Documents and upon certificates of public officials and officers of the
Co-Registrants.




<PAGE>
<PAGE>



Triarc Consumer Products Group, LLC                                            5
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries



          Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that, when issued,
authenticated and delivered in accordance with the terms of the Indenture and
against exchange for the Existing Notes in accordance with the terms set forth
in the Registration Rights Agreement, the Exchange Notes will be legal, valid
and binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, and the Subsidiary Guaranties will be legal, valid
and binding obligations of the Guarantor Subsidiaries, enforceable against the
Guarantor Subsidiaries in accordance with their terms, except in each case as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium and other similar laws
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

          Our opinions expressed above are limited to the laws of the State of
New York, the Delaware General Corporation Law, the Limited Liability Company
Act of the State of Delaware and the federal laws of the United States of
America. Our opinion is rendered only with respect to the laws, and the rules,
regulations and orders under them, that are currently in effect. Please be
advised that no member of this firm is admitted to practice in the State of
Delaware.

          We hereby consent to the use of our name in the Registration Statement
and in the prospectus contained in the Registration Statement as it appears
under the




<PAGE>
<PAGE>



Triarc Consumer Products Group, LLC                                            6
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


caption "Legal Matters" and to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Act or by the
rules and regulations promulgated under it.


                    Very truly yours,


               /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON


               PAUL, WEISS, RIFKIND, WHARTON & GARRISON


<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>62
<DESCRIPTION>EXHIBIT 8.1
<TEXT>





[PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]





                                            May 17, 1999



Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries (as defined herein)
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017

                       Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as special United States federal tax counsel for Triarc
Consumer Products Group, LLC, a Delaware limited liability company (the
"Company"), Triarc Beverage Holdings Corp., a Delaware corporation (the
"Co-Issuer" and, together with the Company, the "Issuers"), and certain other
subsidiaries of the Company (the "Guarantor Subsidiaries" and, together with the
Issuers, the "Co-Registrants") in connection with the offer to exchange
$300,000,000 aggregate principal amount of the Issuers' 10 1/4% Senior
Subordinated Notes due 2009 (the "Exchange Notes"), which have been registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), for a like aggregate principal amount of the Issuers' outstanding 10 1/4%
Senior Subordinated Notes due 2009 (the "Exchange Offer").



<PAGE>
<PAGE>


Triarc Consumer Products Group, LLC                                          2
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


     We are giving this opinion in connection with the Registration Statement on
Form S-4, as amended (the "Registration Statement"), relating to the
registration by the Issuers of the Exchange Notes to be offered in the Exchange
Offer and the registration of the guaranties of the Exchange Notes by the
Guarantor Subsidiaries (the "Subsidiary Guaranties"), filed by the
Co-Registrants with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act and the rules and regulations of the Commission
promulgated thereunder. Capitalized terms used in this opinion but not otherwise
defined shall have the respective meanings ascribed to them in the Registration
Statement.

     In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed the authenticity of
original documents, the accuracy of copies and the genuineness of signatures. We
understand and assume that (i) each such agreement represents the valid and
binding obligation of the respective parties thereto, enforceable in accordance
with its respective terms and the entire agreement between the parties with
respect to the subject matter thereof, (ii) the parties to each agreement have
complied, and will comply, with all of their respective covenants, agreements
and undertakings contained therein and (iii) the transactions provided for by
each agreement were and will be carried out in accordance with their terms.

     Our opinion is based upon existing United States federal income and estate
tax laws, regulations, administrative pronouncements and judicial decisions. All
such authorities are subject to change, either prospectively or retroactively,
and any such change could affect our opinion.

     The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.

     We hereby confirm the opinion set forth under the caption "Certain Federal
Income Tax Considerations" in the Registration Statement. While that description
discusses the material anticipated United States federal income tax consequences
applicable to certain holders, it does not purport to discuss all United 



<PAGE>
<PAGE>



Triarc Consumer Products Group, LLC                                          3
Triarc Beverage Holdings Corp.
The Guarantor Subsidiaries


States federal income tax considerations and our opinion is limited to those
United States federal income tax considerations specifically discussed therein.

     In giving the foregoing opinion, we express no opinion other than as to the
federal income tax laws of the United States of America.

     We are furnishing this letter in our capacity as special United States tax
counsel to the Co-Registrants. This letter is not to be used, circulated, quoted
or otherwise referred to for any other purpose, except as set forth below.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and we further consent to the use of our name under the
caption "Federal Income Tax Considerations" in the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required by the Securities Act or by the rules and regulations
promulgated under it.


                       Very truly yours,

                  /s/  PAUL, WEISS, RIFKIND, WHARTON & GARRISON

                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON


<PAGE>


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>63
<DESCRIPTION>EXHIBIT 10.27
<TEXT>

<PAGE>


                          MANAGEMENT SERVICES AGREEMENT


        This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made as of
February 25, 1999 by and between Triarc Companies, Inc., a Delaware corporation
("Triarc"), and Arby's, Inc., a Delaware corporation, ("Arby's").

        Triarc currently provides certain management services to Arby's.

        Triarc and Arby's desire to enter into this Agreement to set forth the
terms and conditions upon which Triarc will continue to provide such services to
Arby's.

        The parties hereto agree as follows:

        1. Term. The term of this Agreement shall commence as of February 25,
1999 and shall continue until December 31, 2009 (the "Original Term"), and
thereafter shall automatically be extended for successive one year periods (the
Original Term, as so extended, the "Term") unless either party hereto notifies
the other party hereto at least 90 days prior to the then scheduled end of the
Term of its desire that this Agreement be terminated; provided, however, that
this Agreement may be terminated by Arby's upon (i) completion of a
securitization of all or a portion of its franchise receivables or (ii) the
payment of the Permitted Arby's IPO Dividend (as such term is defined in the
indenture relating to the Senior Subordinated Notes due 2009 of Triarc Consumer
Products Group, LLC)

        2. Services to be Provided. Triarc shall provide to Arby's during the
Term the services listed in this Agreement and such other management services as
Arby's may reasonably request (collectively, the "Services"). Such Services
shall include the following:

               a. Legal. Expertise and assistance in legal matters, including
        any reporting obligations of Arby's under the Securities Exchange Act of
        1934, and the services of a Corporate Secretary and such other support
        staff as Triarc shall reasonably consider to be appropriate and
        necessary to handle such matters.

               b. Accounting. Expertise and assistance in financial presentation
        and planning and such services as are reasonably necessary for Arby's to
        comply with its financial reporting obligations to third parties,
        including report preparation, compliance with generally accepted
        accounting principles, footnote disclosure, compilation and review.

               c. Finance. Expertise and assistance in treasury functions
        (including ensuring that Arby's is in compliance with current lender
        requirements, monitoring of debt covenants, negotiation of waivers and
        exceptions, monitoring







 <PAGE>


<PAGE>



        of cash flow and negotiation of lines of credit) and providing of such
        other financial expertise as may be required from time to time.

               d. Corporate Development. Expertise and advice with respect to
        acquisitions or dispositions of or investments in restaurant brands and
        concepts and related, ancillary or complementary businesses.

               e. Tax. Services and expertise required for all federal, state
        and local tax preparation, planning and audits.

               f. Risk Management. Services of a risk manager to obtain and
        maintain insurance policies covering property and casualty, workers
        compensation, comprehensive general liability and other risks.

               g. Information Technology. Oversight of the design, installation
        and maintenance of computer and data systems.

               h. Benefits Design and Administration. Services and expertise
        relating to the design and administration of employee benefit plans,
        including executive compensation arrangements, retirement plans, and
        health insurance programs.

               i. Other. Such other services as the parties may agree are
        necessary for the efficient and profitable operations of Arby's.

        3. Fees. In consideration for the providing of the Services, Arby's
agrees to pay an annual service fee of $3.8 million, subject to adjustment as
provided in paragraph 4 hereof (as so adjusted, the "Fee"). Such fee shall be
paid in equal quarterly installments on each February 15, May 15, August 15 and
November 15, commencing on May 15, 1999, provided that the payment due hereunder
on May 15, 1999 shall be $407,143. In addition, on the effective date hereof,
Arby's shall pay to Triarc all accrued and unpaid management fees for all prior
periods through February 25, 1999, which payment shall not be deemed to be a
payment with respect to the Fee due hereunder.

        4. Annual Adjustment of Fee. Beginning and effective January 1, 2000,
and effective each January 1 thereafter, the Fee for the ensuing year shall be
subject to an increase, but not a decrease, equal to the percentage increase in
the United States Consumer Price Index for All Urban Consumers (or an
appropriate substitute index, as determined in good faith by Triarc, if such
index is no longer published) (the "Index"), which percentage increase shall be
computed by comparing the Index for December 31, 1998 with the Index for the
December 31 immediately preceding the relevant January 1 effective date.


                                    2



 <PAGE>


<PAGE>



        5. Reimbursement to Triarc of Certain Costs. In addition to the Fee,
Arby's agrees that it shall reimburse Triarc for all costs and expenses incurred
by Triarc: (i) under any supply agreements entered into by Triarc pursuant to
which it acquires raw materials, packaging or other items used or useful in
connection with the business of Arby's; (ii) under its agreements with Executive
Jet Aviation, Inc, EJI Sales, Inc. and their affiliates, to the extent that such
costs and expenses are incurred in connection with or otherwise allocable to the
use by employees of Arby's of the aircraft referred to in any such agreements or
in any similar agreements with such service providers or any other parties;
(iii) in connection with the aircraft leased by Triarc from Triangle Aircraft
Services Corp., to the extent such costs and expenses are incurred in connection
with or otherwise allocable to the use by employees, agents or advisors of
Arby's; (iv) in connection with the management or operation of employee benefit
plans that are maintained by Triarc, in whole or in part, for the benefit of the
employees of Arby's, to the extent that such costs and expenses are allocable to
such employees; (v) in connection with insurance maintained by Triarc
(including, without limitation, medical, general liability, and directors and
officers liability insurance), to the extent that such costs and expenses are
allocable to coverage of the operations of, or any employee or director of,
Arby's; and (vi) in connection with the acquisition from third parties of any
other goods or services purchased or otherwise arranged for by Triarc, to the
extent that such goods or services are for the benefit of, or to be used by,
Arby's, its agents or advisors.

        6. Allocation of Fee. Arby's agrees that, as between it and the other
members of the Triarc Restaurant Group that become a party to this Agreement in
accordance with paragraph 13 hereof (and having no effect on the obligations of
Arby's to Triarc under paragraph 3 hereof), the Fee shall be allocated among
each of the members of the Triarc Restaurant Group as they shall mutually agree.
As used herein the term "Triarc Restaurant Group" shall mean, collectively,
Arby's, and any other subsidiary of Triarc Consumer Products Group, LLC (or any
successor thereto) that is primarily engaged in the restaurant or restaurant
franchising business or any business related, ancillary or complementary thereto
that determines to become a party to this Agreement.

        7. Limitation on Liability. Triarc will use commercially reasonable
efforts, skill and judgment to discharge properly its duties hereunder, but
shall have no liability with respect to, and shall not be obligated to indemnify
or hold harmless Arby's, or the officers, directors, employees, agents or other
representatives of Arby's from or against any cost, loss, expense, damage or
liability arising out of or otherwise in respect of the performance of the
Services, except any such cost, loss, expense, damage or liability resulting
from the gross negligence, willful misconduct or fraud of Triarc or its
officers, employees or agents.

        8. Not Employees of Arby's. Employees of Triarc engaged in performing
the Services shall under no circumstances be considered to be employees of
Arby's.


                                    3




 <PAGE>


<PAGE>



        9. Independent Contractor. In performing the Services, Triarc shall be
an independent contractor and neither party hereto shall be deemed to be an
agent, partner or co-venturer of the other due to the terms and provisions of
this Agreement.

        10. Entire Agreement; Waivers and Amendments. This Agreement sets forth
the entire understanding between Arby's and Triarc relating to the subject
matter hereof and supercedes all prior management services agreements between
Triarc and Arby's. Except as provided herein, this Agreement shall not be
modified or amended, and no provision hereof shall be waived, except by an
instrument in writing signed by each of the parties hereto, or in the case of a
waiver, by the party hereto against whom such waiver is sought to be enforced.

        11. Governing Law. This Agreement shall be governed in all respects by
the laws of the State of New York, without regard to the conflict of laws
principles thereof.

        12. Notices. All notices, demands and other communications given to or
made by either party to the other in connection with this Agreement shall be
given in writing and either personally served on an officer or other authorized
representative of the party to which it is given or mailed by registered first
class mail, postage prepaid, to the headquarters of such party to the attention
of its chief financial officer, or to such other address and to the attention of
such persons as the party in question may from time to time specify to the other
by notice hereunder. All notices shall be deemed delivered and effective (i) if
hand-delivered, upon delivery, (ii) if telecopied, upon delivery, receipt
acknowledged or (iii) if mailed, three business days after mailing.

        13. Effectiveness. This Agreement shall be effective on and as of the
date on which the 9-3/4% Senior Secured Notes due 2000 of RC/Arby's Corporation
shall have been redeemed in full. Upon the creation or acquisition of an entity
that becomes a member of the Triarc Restaurant Group, such entity may, if it
wishes to receive any of the Services provided hereunder, execute a counterpart
hereto and shall thereafter be bound by the terms of this Agreement (including,
without limitation, the terms of paragraph 6 hereof) as if it were an original
signatory hereto.

        14. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.


                                    4




 <PAGE>


<PAGE>



        15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

        IN WITNESS WHEREOF the parties hereto have executed this Agreement
effective as of the date first above written.

                                        TRIARC COMPANIES,  INC.


                                        By: /s/ JOHN L. BARNES, JR.
                                            ----------------------------------
                                            Name:  John L. Barnes, Jr.
                                            Title: Executive Vice President and
                                                     Chief Financial Officer

                                        ARBY'S, INC.


                                        By: /s/ STUART I. ROSEN
                                            ----------------------------------
                                            Name:  Stuart I. Rosen
                                            Title: Vice President and Secretary


                                    5


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>64
<DESCRIPTION>EXHIBIT 10.28
<TEXT>

<PAGE>


                          MANAGEMENT SERVICES AGREEMENT


        This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made as of
February 25, 1999 by and among Triarc Companies, Inc., a Delaware corporation
("Triarc"), Snapple Beverage Corp., a Delaware corporation ("Snapple"), Mistic
Brands, Inc., a Delaware corporation ("Mistic"), Cable Car Beverage Corporation,
a Delaware corporation ("Cable Car"), and Royal Crown Company, Inc., a Delaware
corporation ("Royal Crown"). Snapple, Mistic, Cable Car and Royal Crown are
herein collectively referred to as the Companies.

        Triarc currently provides certain management services to the Companies.

        As used herein the term "Triarc Beverage Group" shall mean,
collectively, Snapple, Mistic, Cable Car, Royal Crown and any and all other
subsidiaries of Triarc Consumer Products Group, LLC (or any successor thereto)
that are primarily engaged in the beverage business or any business related,
ancillary or complementary thereto that become parties hereto in accordance with
paragraph 13 hereof.

        Triarc and the Companies desire to enter into this Agreement to set
forth the terms and conditions upon which Triarc will continue to provide such
services to the Triarc Beverage Group.

        The parties hereto agree as follows:

        1. Term. The term of this Agreement shall commence as of February 25,
1999 and shall continue until December 31, 2009 (the "Original Term"), and
thereafter shall automatically be extended for successive one year periods (the
Original Term, as so extended, the "Term") unless either party hereto notifies
the other party hereto at least 90 days prior to the then scheduled end of the
Term of its desire that this Agreement be terminated.

        2. Services to be Provided. Triarc shall provide to the Triarc Beverage
Group during the Term the services listed in this Agreement and such other
management services as the Triarc Beverage Group may reasonably request
(collectively, the "Services"). Such Services shall include the following:

               a. Legal. Expertise and assistance in legal matters, including
        any reporting obligations of any member of the Triarc Beverage Group
        under the Securities Exchange Act of 1934, and the services of a
        Corporate Secretary and such other support staff as Triarc shall
        reasonably consider to be appropriate and necessary to handle such
        matters.

               b. Accounting. Expertise and assistance in financial presentation
        and planning and such services as are reasonably necessary for the
        Triarc Beverage Group to comply with its financial reporting obligations
        to third parties, including report preparation, compliance with
        generally accepted accounting principles, footnote disclosure,
        compilation and review.





 <PAGE>


<PAGE>



               c. Finance. Expertise and assistance in treasury functions
        (including ensuring that the Triarc Beverage Group is in compliance with
        current lender requirements, monitoring of debt covenants, negotiation
        of waivers and exceptions, monitoring of cash flow and negotiation of
        lines of credit) and providing of such other financial expertise as may
        be required from time to time.

               d. Corporate Development. Expertise and advice with respect to
        acquisitions or dispositions of or investments in beverage brands and
        distributors and related, ancillary or complementary businesses.

               e. Tax. Services and expertise required for all federal, state
        and local tax preparation, planning and audits.

               f. Risk Management. Services of a risk manager to obtain and
        maintain insurance policies covering property and casualty, workers
        compensation, comprehensive general liability and other risks.

               g. Information Technology. Oversight of the design, installation
        and maintenance of computer and data systems.

               h. Benefits Design and Administration. Services and expertise
        relating to the design and administration of employee benefit plans,
        including executive compensation arrangements, retirement plans, and
        health insurance programs.

               i. Other. Such other services as the parties may agree are
        necessary for the efficient and profitable operations of the Triarc
        Beverage Group.

        3. Fees. In consideration for the providing of the Services, each member
of the Triarc Beverage Group agrees, jointly and severally, to pay an aggregate
annual service fee of $6.7 million, subject to adjustment as provided in
paragraph 4 hereof (as so adjusted, the "Fee"). Such fee shall be paid in equal
quarterly installments on each February 15, May 15, August 15 and November 15,
commencing on May 15, 1999, provided that the payment due hereunder on May 15,
1999 shall be $717,857. In addition, on the effective date of this Agreement (as
provided in paragraph 13 hereof), each member of the Triarc Beverage Group shall
pay to Triarc all accrued and unpaid management fees for all prior periods
through February 25, 1999, which payment shall not be deemed to be a payment
with respect to the Fee due hereunder.

        4. Annual Adjustment of Fee. Beginning and effective January 1, 2000,
and effective each January 1 thereafter, the Fee for the ensuing year shall be
subject to an increase, but not a decrease, equal to the percentage increase in
the United States Consumer Price Index for All Urban Consumers (or an
appropriate substitute index, as determined in good faith by Triarc, if such
index is no longer published) (the "Index"), which percentage increase shall be
computed by comparing the Index for December 31, 1998 with the Index for the
December 31 immediately preceding the relevant January 1 effective date.


                                       2




 <PAGE>


<PAGE>




        5. Reimbursement to Triarc of Certain Costs. In addition to the Fee,
each member of the Triarc Beverage Group agrees (jointly and severally) that it
shall reimburse Triarc for all costs and expenses incurred by Triarc: (i) in
connection with the supply agreements referred to in the Amended and Restated
Letter Agreement dated as of February 1, 1999 among Triarc and the Triarc
Beverage Group, as the same may be amended or supplemented from time to time
(the "Supply Agreement"); (ii) under any other supply agreements entered into by
Triarc pursuant to which it acquires raw materials, flavors, packaging or other
items used or useful in connection with the business of the Triarc Beverage
Group, all on a similar basis as the reimbursement provided for in the Supply
Agreement; (iii) under its agreements with Executive Jet Aviation, Inc, EJI
Sales, Inc. and their affiliates, to the extent that such costs and expenses are
incurred in connection with or otherwise allocable to the use by employees of
the Triarc Beverage Group of the aircraft referred to in any such agreements or
in any similar agreements with such service providers or any other parties; (iv)
in connection with the aircraft leased by Triarc from Triangle Aircraft Services
Corp., to the extent such costs and expenses are incurred in connection with or
otherwise allocable to the use by employees, agents or advisors of the Triarc
Beverage Group; (v) in connection with the management or operation of employee
benefit plans that are maintained by Triarc, in whole or in part, for the
benefit of the employees of the Triarc Beverage Group, to the extent that such
costs and expenses are allocable to such employees; (vi) in connection with
insurance maintained by Triarc (including, without limitation, medical, general
liability, and directors and officers liability insurance), to the extent that
such costs and expenses are allocable to coverage of the operations of, or any
employee or director of, any member of the Triarc Beverage Group; and (vii) in
connection with the acquisition from third parties of any goods or services
purchased or otherwise arranged for by Triarc, to the extent that such goods or
services are for the benefit of, or to be used by, any member of the Triarc
Beverage Group, their agents or advisors.

        6. Allocation of Fee. Each member of the Triarc Beverage Group agrees
that, as between the members of the Triarc Beverage Group (and having no effect
on the joint and several obligations of the members of the Triarc Beverage Group
to Triarc under paragraph 3 hereof), the Fee shall be allocated among each of
the members of the Triarc Beverage Group in accordance with the following
formula. With respect to the Fee due for any fiscal year, each member of the
Triarc Beverage Group shall pay an amount equal to the Fee for such fiscal year
multiplied by a fraction, the numerator of which is the greater of (x) such
company's EBITDA, as set forth in such company's "Annual Operating Plan," for
the fiscal year for which the Fee is being computed (the "Reference Period") and
(y) 10% of such company's revenues for the Reference Period, as set forth in
such company's Annual Operating Plan, and the denominator of which is the sum of
the numerators for all of the members of the Triarc Beverage Group that are
parties hereto.

        7. Limitation on Liability. Triarc will use commercially reasonable
efforts, skill and judgment to discharge properly its duties hereunder, but
shall have no liability with respect to, and shall not be obligated to indemnify
or hold harmless the Triarc Beverage Group, or the officers, directors,
employees, agents or other representatives of any member of the Triarc Beverage
Group from or against any cost, loss, expense, damage or liability arising out
of or otherwise in respect of the performance of the Services, except any such
cost, loss, expense,


                                       3




 <PAGE>


<PAGE>



damage or liability resulting from the gross negligence, willful misconduct or
fraud of Triarc or its officers, employees or agents.

        8. Not Employees of the Triarc Beverage Group. Employees of Triarc
engaged in performing the Services shall under no circumstances be considered to
be employees of any member of the Triarc Beverage Group.

        9. Independent Contractor. In performing the Services, Triarc shall be
an independent contractor and neither party hereto shall be deemed to be an
agent, partner or co-venturer of the other due to the terms and provisions of
this Agreement.

        10. Entire Agreement; Waivers and Amendments. This Agreement sets forth
the entire understanding between the members of the Triarc Beverage Group and
Triarc relating to the subject matter hereof and supercedes all prior management
services agreements between Triarc and each of the members of the Triarc
Beverage Group. Except as provided herein, this Agreement shall not be modified
or amended, and no provision hereof shall be waived, except by an instrument in
writing signed by each of the parties hereto, or in the case of a waiver, by the
party hereto against whom such waiver is sought to be enforced.

        11. Governing Law. This Agreement shall be governed in all respects by
the laws of the State of New York, without regard to the conflict of laws
principles thereof.

        12. Notices. All notices, demands and other communications given to or
made by either party to the other in connection with this Agreement shall be
given in writing and either personally served on an officer or other authorized
representative of the party to which it is given or mailed by registered first
class mail, postage prepaid, to the headquarters of such party to the attention
of its chief financial officer, or to such other address and to the attention of
such persons as the party in question may from time to time specify to the other
by notice hereunder. All notices shall be deemed delivered and effective (i) if
hand-delivered, upon delivery, (ii) if telecopied, upon delivery, receipt
acknowledged or (iii) if mailed, three business days after mailing.

        13. Effectiveness. This Agreement shall be effective as to each of the
parties hereto as of the date of this Agreement, provided, however, that this
Agreement shall be effective as to Royal Crown on the date on which the 9-3/4%
Senior Secured Notes due 2000 of RC/Arby's Corporation shall have been redeemed
in full. Upon the creation or acquisition of an entity that becomes a member of
the Triarc Beverage Group, such entity shall, if it desires to receive any of
the Services provided hereunder, execute a counterpart hereto and shall
thereafter be bound by the terms of this Agreement (including, without
limitation, the terms of paragraph 6 hereof) as if it were an original signatory
hereto.

        14. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

        15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


                                       4




 <PAGE>


<PAGE>



        IN WITNESS WHEREOF the parties hereto have executed this Agreement
effective as of the date first above written.

                                     TRIARC COMPANIES, INC.


                                     By: /s/ JOHN L. BARNES, JR.
                                         -------------------------------------
                                         Name:  John L. Barnes, Jr.
                                         Title: Executive Vice President and
                                                    Chief Financial Officer


                                     SNAPPLE BEVERAGE CORP.


                                     By: /s/ JOHN L. BARNES, JR.
                                         -------------------------------------
                                         Name:  John L. Barnes, Jr.
                                         Title: Executive Vice President


                                     MISTIC BRANDS, INC.


                                     By: /s/ JOHN L. BARNES, JR.
                                         -------------------------------------
                                         Name:  John L. Barnes, Jr.
                                         Title: Executive Vice President


                                     CABLE CAR BEVERAGE CORPORATION


                                     By: /s/ STUART I. ROSEN
                                         -------------------------------------
                                         Name:  Stuart I. Rosen
                                         Title: Vice President and Secretary


                                     ROYAL CROWN COMPANY, INC.


                                     By: /s/ STUART I. ROSEN
                                         -------------------------------------
                                         Name:  Stuart I. Rosen
                                         Title: Vice President and Secretary

                                    5

<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>65
<DESCRIPTION>EXHIBIT 10.29
<TEXT>

<PAGE>



                              TAX SHARING AGREEMENT

     TAX SHARING AGREEMENT (the "Agreement"), made as of the 25th day of
February, 1999 by and among Triarc Companies, Inc., a Delaware corporation
("TRI"), Triarc Consumer Products Group, LLC ("TCPG") a Delaware limited
liability company, and, Triarc Beverage Holdings Corp. ("TBHC"), Snapple
Beverage Corp. ("Snapple"), Mistic Brands, Inc. ("Mistic"), Cable Car Beverage
Corp. ("Cable Car"), RC/Arby's Corp. ("RCAC"), Royal Crown Company, Inc.
("RCCI"), Arby's, Inc. ("Arby's"), each a Delaware corporation and ARHC, LLC
("ARHC"), a Delaware limited liability company..

     TRI is the common parent of an affiliated group (within the meaning of
Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code")) of
corporations (collectively the "TRI Group") and files consolidated federal
income tax returns on the basis of a taxable year consisting of 52 or 53 weeks
ending on the Sunday closest to December 31st on behalf of itself and all other
members of the TRI Group.

     TRI and TBHC are parties to a tax sharing agreement dated as of May 22,
1997, as amended as of August 15, 1998, that includes Snapple, Mistic and Cable
Car. TRI and RCAC are parties to a tax sharing agreement dated as of April 23,
1993, as amended as of October 3, 1994. (Collectively, the tax sharing
agreements are referred to as the "Prior Agreements".) TRI and ARHC, as
successor by merger to Arby's Restaurant Holding Company, Arby's Restaurant
Development Corporation and Arby's Restaurant Operations Company, each a
Delaware corporation, are parties to a letter agreement dated April 30, 1997
(the "Letter Agreement").

     TCPG is a limited liability company that is treated as a division of TRI
for federal income tax purposes.

     Each of TRI and TCPG desires to provide, from and after the date hereof
(the "Effective Date"), for payment on behalf of TCPG (or any successor thereto)
and any direct or indirect




 


 <PAGE>


<PAGE>




subsidiaries of TCPG that may now or after the Effective Date be included in the
TRI Group (the "TCPG Subsidiaries") (hereinafter, TCPG and the TCPG Subsidiaries
(if any) are sometimes collectively referred to as the "TCPG Group") to TRI of
the amounts payable by the TCPG Group in respect of federal income taxes and of
certain state and local taxes and for payments by TRI to TCPG as provided
herein, determined in each case as if TCPG was a corporation.

     Accordingly, the parties to this Agreement agree as follows:

     1.  Treatment of  TCPG/Agreement  to Join in  Consolidated  
Returns

     1.1 For purposes of this Agreement, TCPG shall be treated as a separate,
corporate member of the TRI Group.

     1.2 TCPG agrees to cause the other members of the TCPG Group to join with
TRI in any consolidated federal income tax return ("Consolidated Return") for
any taxable year for which TRI files a Consolidated Return that includes such
other member of the TCPG Group.

     1.3 TCPG, on behalf of itself and the other members of the TCPG Group,
hereby irrevocably designates TRI as its agent for the purpose of taking any and
all actions necessary or incidental to the filing of Consolidated Returns. TCPG
agrees to furnish, and to cause the TCPG Subsidiaries to furnish, TRI with any
and all information requested by TRI in order to carry out the provisions of
this Agreement; to cooperate, and to cause the TCPG Subsidiaries to cooperate,
with TRI in filing any return or consent contemplated by this Agreement; to take
such actions, and to cause the TCPG Subsidiaries to take such actions, as TRI
may request, including, but not limited to, the filing of all elections and the
filing of requests for the extension of time within which to file tax returns;
and to cooperate, and to cause the TCPG Subsidiaries to cooperate, in connection
with any refund claim.

     1.4 In each taxable year ending after the Effective Date, TCPG shall make
or cause any of

                                       2



 


 <PAGE>


<PAGE>




the TCPG Subsidiaries to make payment to TRI of an amount in respect of federal
income taxes of the TCPG Group for such taxable year, determined in accordance
with Section 2 hereof, and TRI shall have the sole responsibility for making any
required payments to the Internal Revenue Service (the "Service") in
satisfaction of the consolidated federal income tax liability of the TCPG Group
for such year. For each quarter of each fiscal year ending after the Effective
Date, TCPG shall make or cause any of the TCPG Subsidiaries to make payment to
TRI of a portion of the amount required to be paid pursuant to Section 2 hereof
equal to the amount of the installment payment of estimated income tax TCPG
would be required to make on behalf of the TCPG Group to the Service for such
quarter under Section 6655 of the Code no later than five business days prior to
the date upon which TCPG would be required to make such payment to the Service.
Promptly following the close of each fiscal year ending after the Effective
Date, TCPG shall pay or cause any of the Subsidiaries to pay to TRI the excess,
if any, of the amount payable with respect to such taxable year, determined in
accordance with Section 2 hereof, over the aggregate of all amounts previously
paid pursuant to this Section 1.4 by or on behalf of TCPG to TRI with respect to
such taxable year. Each member of the TCPG Group shall be jointly and severally
liable for any payments due TRI by TCPG under this Agreement. If TRI fails to
file a Consolidated Return that includes the TCPG Group for any taxable year for
which TCPG has made or caused to be made a payment or payments pursuant to this
Section 1.3, TRI shall promptly refund such payment or payments.

     1.5 The amount of any overpayment or underpayment made pursuant to Section
1.4 hereof shall be credited against or added to, as the case may be, the amount
otherwise required to be paid for the fiscal quarter within which the amount of
such overpayment or underpayment first becomes reasonably ascertainable;
provided, however, that, upon TCPG providing to TRI all information required by
the Service (including supporting schedules) after the close of any taxable year
but within the period described in section 6425(a)(1) of the Code, TRI shall
repay to or on behalf of TCPG, within the period described in section 6425(b)(1)
of the Code, the amount of any net remaining overpayment of consolidated tax
liability of the TCPG Group for such year.

                                       3



 


 <PAGE>


<PAGE>




     1.6 Except for the payments required under this Agreement, TRI agrees to
indemnify and hold harmless the TCPG Group against and from any claims of
liability for federal income tax, interest thereon, and penalties with respect
thereto asserted by the Service, arising from any taxable period for which this
Agreement is in effect, provided, however, that no such indemnification shall be
made to the extent that TCPG has failed to make or cause to be made any payments
required to be made to TRI in respect of such liability under the provision of
this Agreement.

     1.7 TCPG shall cooperate, and cause the TCPG Subsidiaries to cooperate,
fully with TRI in any audit or any proceeding relating to any Consolidated
Return and shall pay an appropriate share of the expenses of any such audit or
other proceeding. TRI shall have sole control over and discretion as to the
undertaking, conduct, settlement or other disposition of any tax controversy
arising out of any Consolidated Return filed by TRI.

     2. Computation of Tax Liability of the TCPG Group

     For the first taxable year ending after the Effective Date, and for each
subsequent taxable year of the TRI Group for which this Agreement remains in
effect, TCPG shall pay or cause to be paid to TRI (in the manner provided in
Section 1.4 hereof), on behalf of itself and any members of the TCPG Group, an
amount equal to the federal income tax liability that would have been payable by
the members of the TCPG Group for such year, determined as if TCPG had filed a
separate, consolidated federal income tax return for such year and all prior
years for which the Agreement was in effect on behalf of itself and all TCPG
Subsidiaries that were includible corporations (within the meaning of section
1504(a)(1) of the Code) in the TCPG Group for such year, computed in accordance
with the actual elections, conventions and other determinations with respect to
the TCPG Group reflected in the Consolidated Return filed by TRI; provided,
however, that (i) any item of income or loss of a member of the TCPG Group that
is treated as deferred on the Consolidated Return filed by TRI (e.g., gain or
loss on an intercompany transaction between a member of the TCPG Group and TRI
that is deferred pursuant to section 1.1502-13 or 1.1502-13T of the regulations)
shall be taken into account

                                       4



 


 <PAGE>


<PAGE>




in computing taxable income of the TCPG Group for purposes of this Agreement
only at such time and in such amount as such item is actually taken into account
on the Consolidated Return filed by TRI; and (ii) the following items shall be
disregarded: (a) losses, credits and overpayments of any member of the TCPG
Group carried over from 1998 or prior years; (b) deductions with respect to the
write-off of call premiums and debt issuance expenses on indebtedness of members
of the TCPG Group that was outstanding prior to the Effective Date; (c)
deductions with respect the exercise or payment in cancellation of stock options
of TRI; and (d) any losses with respect to any investment made prior to the
Effective Date in Chesapeake Insurance Company Limited by a member of the TCPG
Group. If TCPG shall be the sole member of the TCPG Group for any year (or
portion thereof), the payment required to be made by or on behalf of TCPG
pursuant to this Section 2 shall be determined as hereinbefore provided in this
Section, but as if TCPG had filed a separate income tax return for such year (or
portion thereof). Any amount payable by or on behalf of TCPG pursuant to this
Section 2 shall be allocated among the members of the TCPG Group as directed by
TCPG. Payments made by TCPG or on behalf of TCPG by the TCPG Subsidiaries
pursuant to this Section and Section 1.3 above shall be in lieu of any other
payment by the TCPG Group (or any member thereof) on account of its share, if
any, of the consolidated federal income tax liability of the TRI Group for such
taxable year. Except as hereinbefore provided with respect to deferred
transaction, payments made for any taxable year by TCPG pursuant to this Section
2 shall be made without regard to the actual consolidated federal income tax
liability, if any, of the TRI Group for such taxable year.

     3.   Adjustments

          Any adjustment of income, deduction, or credit that results after the
taxable year in question by reason of any carryback, amended return, claim for
refund, or audit shall be given effect by redetermining amounts payable and
reimbursable hereunder for such taxable year (and other taxable years, where
appropriate) for which the Agreement is in effect as if such adjustment had been
part of the original determination hereunder, with interest payable (by TCPG or
TRI, as the case may be) in the amounts provided in section 6621 of the Code and
penalties thereon payable only to the

                                       5



 


 <PAGE>


<PAGE>




extent that penalties are actually paid by TRI to any taxing authority with
respect to such adjustment. Except with respect to any required adjustment in
accordance with Sections 1.3, 1.4, 2 and 3 hereof, any increases in the
consolidated federal income tax liability (including interest and penalties) of
the TRI Group shall be the sole responsibility of TRI and any refunds of
consolidated federal income taxes previously paid shall be the sole property of
TRI.

     4.   Payment for Tax Benefits of Members

     The TCPG Group shall be entitled to a refund of federal income taxes
previously paid to TRI pursuant to this Agreement computed in the manner
described in Section 2 hereof as a result of any consolidated net operating
losses, net capital losses or tax credits claimed by the TCPG Group for any
taxable year for which this Agreement is in effect (provided such losses or
credits are not in fact utilized in a taxable year in which this Agreement is
not in effect), determined as if TCPG had filed a separate consolidated federal
income tax return for such year on behalf of itself and all the TCPG
Subsidiaries that were includible corporations in the manner described in
Section 2 above (any such loss or credit being referred to herein as a "TCPG
Group Loss" and any such entitlement to a refund being referred to herein as a
"TCPG Group Benefit"), that would otherwise have been available to the TCPG
Group by reason of a carryback of such TCPG Group Loss, determined in accordance
with the actual election under Section 172 (b) (3) of the Code reflected in the
Consolidated Return filed by TRI, provided TCPG furnishes to TRI all information
required by the Service (including supporting schedules) within the period
described in section 6411(a) of the Code, and TRI shall pay the amount of such
TCPG Group Benefit to TCPG, within the period described in section 6411(b) of
the Code. If TCPG shall be the sole member of the TCPG Group for any year, the
payment of the TCPG Group Benefit to TCPG pursuant to this Section 4 shall be
determined as hereinbefore provided in this Section, but as if TCPG had filed a
separate income tax return for such year. The portion of such TCPG Group Loss
(if any) that is not carried back shall be carried forward to the extent
otherwise permitted by the Code in computing the liability of the TCPG Group
pursuant to Section 2 above.

                                       6



 


 <PAGE>


<PAGE>




     5.   State Taxes

     5.1 TCPG agrees at the request of TRI to join, and to cause the TCPG
Subsidiaries to join, TRI or any direct or indirect subsidiary of TRI in any
consolidated or combined state or local income or franchise tax return
("Combined Return") for any taxable year for which TRI or any direct or indirect
subsidiary of TRI files a Combined Return that may include TCPG or any of the
TCPG Subsidiaries.

     5.2 If, at any time from and after the Effective Date, the liability for
any state or local income or franchise taxes of (i) TCPG or any of the TCPG
Subsidiaries and (ii) TRI or any other direct or indirect subsidiary of TRI is
determined on a consolidated or combined basis, this Agreement shall be applied
in like manner to all matters relating to such taxes; provided, however, that
the liability of the TCPG Group with respect to a Combined Return shall be at
least equal to any increase in taxes resulting from the inclusion of TCPG or any
of the TCPG Subsidiaries in such Combined Return.

     5.3 In the event that, as of any date, any party would cease to be
described in Section 5.2 of this Agreement, Section 9 of this Agreement shall be
applied, as of such date, with respect to such party in like manner to all
matters relating to such return and all previous comparable returns.

     6.   Prior Agreements/Letter Agreement

          The terms of the Prior Agreements shall continue to apply to determine
amounts to be paid by, or to TRI, TBHC and RCAC after the Effective Date of this
Agreement with respect to taxable periods ending prior to the Effective Date of
this Agreement, provided, however, that the provisos in the first sentence of
Section 2 of this Agreement shall apply. From and after the Repayment Date, TRI
shall have no obligations of any kind with respect to the Letter Agreement
including, without limitation, any such obligations incurred by TRI prior to
such Repayment Date.

                                       7



 


 <PAGE>


<PAGE>




     7.   Disputes

     In the event of a disagreement between TRI and TCPG with respect to any
determination required to be made pursuant to this Agreement, the determination
of the Chief Financial Officer of TRI, in the absence of manifest error, shall
be conclusive.

     8.   Effective Date

     This Agreement shall be effective for the taxable years of TRI, TCPG and
the TCPG Subsidiaries ending after the Effective Date in which TRI files a
Consolidated Return that includes TCPG, unless terminated by mutual agreement of
the parties and the first year shall commence January 4, 1999. Notwithstanding
the foregoing, this Agreement shall not be binding with respect to RCAC and its
subsidiaries, and RCAC and its subsidiaries shall have no obligations hereunder,
until the date of the repayment of the RCAC 9 3/4% Senior Secured Notes due
2000 (the "Repayment Date").

     9.   Termination

     In the event that any party ceases to be a member of the TCPG Group or of
the TRI Group (the "Former Member") (the date of such cessation being the
"Termination Date"):

          (a) the rights and obligations of the Former Member under this
Agreement with respect to Federal income tax matters for all tax periods or
portions thereof subsequent to the Termination Date shall terminate; and

          (b) except as otherwise agreed to by TRI, the rights and obligations
of the Former Member with respect to Federal income tax matters for all tax
periods or portions thereof through the Termination Date shall continue in full
force and effect; provided that the obligations of the Former Member to make
payments or the rights of such Former Member to receive refunds shall be limited
to payments or refunds attributable to such Former Member.

                                       8



 


 <PAGE>


<PAGE>




     10.  Captions

     All Section captions contained in this Agreement are for convenience only
and shall not be deemed a part of this Agreement.

     11.  Counterparts

     This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.

     12.  Amendment; Waiver

     This Agreement may be amended, modified, superseded, cancelled or extended,
and the provisions hereof may be waived, only by a written instrument signed by
the parties or, in the case of a waiver, by the party waiving compliance.

     13.  Governing Law

     This Agreement shall be governed by the laws of the State of New York,
without regard to the conflict of laws rules thereof.

     14.  Successors and Assigns

     This Agreement shall be binding upon, and shall inure to all the benefits
of, the parties hereto and their respective successors and assigns.

     15.  Notices

                                       9



 


 <PAGE>


<PAGE>




     Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or overnight express
mail, postage prepaid. Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission or, if mailed
by overnight mail, the day after the date of deposit with a reputable courier
service, or if mailed by non-overnight certified or registered mail, five days
after the date of deposit in the United States mails, as follows:

          (i)  if to TRI to:

          Triarc Companies, Inc.
          280 Park Avenue
          New York, NY 10017
          Attention:  Executive Vice President
                      and General Counsel
          Facsimile:  (212) 451-3216

          (ii) if to TCPG to:

          Triarc Consumer Products Group, LLC
          280 Park Avenue
          New York, NY 10017

          Attention:  Chief Financial Officer
          Facsimile:  (212) 451-3216

Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

          IN WITNESS WHEREOF, TRI and TCPG have executed this Agreement as of
the

                                       10



 


 <PAGE>


<PAGE>




day and year first above written.

<TABLE>

<S>                                           <C> 

TRIARC COMPANIES, INC.                         TRIARC CONSUMER PRODUCTS 
                                               GROUP, LLC

By: /s/ JOHN L. BARNES, JR.                    By: /s/ FRANCIS T. MCCARRON
    ...................................           ....................................
    Name:  John L. Barnes, Jr.                     Name:  Francis T. McCarron
    Title: Executive Vice President                Title: Senior Vice President
                                                          --Taxes


SNAPPLE BEVERAGE CORP.                         MISTIC BRANDS, INC.


By: /s/ FRANCIS T. MCCARRON                    By: /s/ FRANCIS T. MCCARRON
    ...................................            ....................................
    Name:  Francis T. McCarron                     Name:  Francis T. McCarron
    Title: Senior Vice President--Taxes            Title: Senior Vice President--Taxes


TRIARC BEVERAGE HOLDINGS                       CABLE CAR BEVERAGE
CORP.                                          CORPORATION


By: /s/ FRANCIS T. MCCARRON                    By: /s/ FRANCIS T. MCCARRON
    ...................................            ....................................
    Name:  Francis T. McCarron                     Name:  Francis T. McCarron
    Title: Senior Vice President--Taxes            Title: Senior Vice President--Taxes


</TABLE>


                                       11



 


 <PAGE>


<PAGE>







<TABLE>
<S>                                            <C>

RC/ARBY'S CORPORATION                          ROYAL CROWN COMPANY, INC.


By: /s/ CURTIS S. GIMSON                       By: /s/ FRANCIS T. MCCARRON
    .....................................          ....................................
    Name:  Curtis S. Gimson                        Name:  Francis T. McCarron
    Title: Senior Vice President, General          Title: Senior Vice President--Taxes
           Counsel and Secretary



ARBY'S, INC.                                   ARHC, LLC


By: /s/ FRANCIS T. MCCARRON                    By: /s/ JOHN L. BARNES, JR.
    ..................................             ....................................
    Name:  Francis T. McCarron                     Name:  John L. Barnes, Jr.
    Title: Senior Vice President--Taxes            Title: Executive Vice President
                                                          and Chief Financial Officer

</TABLE>


                                       12


<PAGE>




</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>66
<DESCRIPTION>EXHIBIT 10.30
<TEXT>

<PAGE>



                                 AMENDMENT NO. 1

                                       TO

                              TAX SHARING AGREEMENT

         Amendment No. 1 to Tax Sharing Agreement (this "Amendment") made as of
the 23rd day of April, 1999 by and among Triarc Companies, Inc., a Delaware
corporation ("TRI"), Triarc Consumer Products Group, LLC ("TCPG"), a Delaware
limited liability company and Triarc Beverage Holdings Corp. ("TBHC"), Snapple
Beverage Corp. ("Snapple"), Mistic Brands, Inc. ("Mistic"), Cable Car Beverage
Corp. ("Cable Car"), RC/Arby's Corporation ("RCAC"), Royal Crown Company, Inc.
("RCCI"), Arby's, Inc. ("Arby's"), each a Delaware corporation, and ARHC, LLC
("ARHC"), a Delaware limited liability company.

         Each of the parties hereto is a party to a Tax Sharing Agreement made
as of February 25, 1999 (the "Tax Sharing Agreement"). Capitalized terms used
herein and not otherwise defined have the meanings given to them in the Tax
Sharing Agreement.

         Each of the parties to the Tax Sharing Agreement have determined that
it would be in its best interest to amend the terms thereof to the extent set
forth in this Amendment.

         Accordingly, the parties to this Amendment agree as follows:

         1. Amendment to the Tax Sharing Agreement. Section 2 of the Tax Sharing
Agreement is hereby amended and restated to read in its entirety to read as
follows:

         "2.  Computation of Tax Liability of the TCPG Group

         For the first taxable year ending after the Effective Date, and for
         each subsequent taxable year of the TRI Group for which this Agreement
         remains in effect, TCPG shall pay or cause to be paid to TRI (in the
         manner provided in Section 1.4 hereof), on behalf of itself and any





 <PAGE>


<PAGE>



         members of the TCPG Group, an amount equal to the federal income tax
         liability that would have been payable by the members of the TCPG Group
         for such year, determined as if TCPG had filed a separate, consolidated
         federal income tax return for such year and all prior years for which
         the Agreement was in effect on behalf of itself and all TCPG
         Subsidiaries that were includible corporations (within the meaning of
         section 1504(a)(1) of the Code) in the TCPG Group for such year,
         computed in accordance with the actual elections, conventions and other
         determinations with respect to the TCPG Group reflected in the
         Consolidated Return filed by TRI; provided, however, that (i) any item
         of income or loss of a member of the TCPG Group that is treated as
         deferred on the Consolidated Return filed by TRI (e.g., gain or loss on
         an intercompany transaction between a member of the TCPG Group and TRI
         that is deferred pursuant to section 1.1502-13 or 1.1502-13T of the
         regulations) shall be taken into account in computing taxable income of
         the TCPG Group for purposes of this Agreement only at such time and in
         such amount as such item is actually taken into account on the
         Consolidated Return filed by TRI; and (ii) the following items shall be
         disregarded: (a) losses, credits and overpayments of any member of the
         TCPG Group carried over from 1998 or prior years; (b) deductions with
         respect to the write-off of call premiums and debt issuance expenses on
         indebtedness of members of the TCPG Group that was outstanding prior to
         the Effective Date; (c) deductions with respect to the exercise or
         payment in cancellation of stock options of TRI; and (d) any losses
         with respect to any investment made prior to the Effective Date in
         Chesapeake Insurance Company Limited by a member of the TCPG Group,
         provided, further, however, that from and after April 23, 1999 the
         foregoing items shall be disregarded only to the extent that the
         reduction in the value of such items as a result of this clause (ii)
         shall not cause a default under Section 7.2.4(a) of the Credit
         Agreement dated as of February 25, 1999 (the "Credit Agreement') among
         Snapple, Mistic, Cable Car, RCAC, RCCI, the various financial
         institutions party thereto, DLJ Capital Funding, Inc., as syndication
         agent, Morgan Stanley Senior Funding, Inc., as documentation agent, and
         The Bank of New York, as administrative agent. Notwithstanding the
         foregoing, the amount by which any payment hereunder shall be reduced
         by the second proviso in clause (ii) of the preceding sentence shall be
         due and payable hereunder at such time as the corresponding reduction
         in the value of the items set forth in clause (ii) of the preceding
         sentence would not cause a default under Section 7.2.4 (a) of the
         Credit Agreement. If TCPG shall be the sole member of the TCPG Group
         for any year (or portion thereof), the payment required to be made by
         or on behalf of TCPG pursuant to this Section 2 shall be determined as
         hereinbefore provided in this Section, but as if TCPG had filed a
         separate income tax return for such year (or portion thereof). Any
         amount payable by or on behalf of TCPG pursuant to this Section 2 shall
         be allocated among the members of the TCPG Group as directed by TCPG.
         Payments 






 <PAGE>


<PAGE>



         made by TCPG or on behalf of TCPG by the TCPG Subsidiaries pursuant to
         this Section and Section 1.3 above shall be in lieu of any other
         payment by the TCPG Group (or any member thereof) on account of its
         share, if any, of the consolidated federal income tax liability of the
         TRI Group for such taxable year. Except as hereinbefore provided with
         respect to deferred transaction, payments made for any taxable year by
         TCPG pursuant to this Section 2 shall be made without regard to the
         actual consolidated federal income tax liability, if any, of the TRI
         Group for such taxable year."

         2. Effective Date. Upon the execution and delivery hereof, this
Amendment shall have effect from the date as of which the Tax Sharing Agreement
was executed and delivered.

         3. Confirmation of the Tax Sharing Agreement. Except to the extent
amended by this Amendment, the provisions of the Tax Sharing Agreement are
hereby confirmed and shall remain in full force and effect.

         4. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.

         5. Governing Law. This Amendment shall be governed by the laws of the
State of New York, without regard to the conflict of laws rules thereof.

         6. Counterparts. This Amendment may be executed into one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         In Witness Whereof, the parties have executed this Amendment as of the
date first above written.






 <PAGE>


<PAGE>



<TABLE>

<S>                                 <C> 
TRIARC COMPANIES, INC.              TRIARC CONSUMER PRODUCTS
                                    GROUP, LLC

By: /s/ Francis T. McCarron         By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Francis T. McCarron
Title: Sr Vice President - Taxes    Title: Sr Vice President - Taxes

TRIARC BEVERAGE HOLDINGS            SNAPPLE BEVERAGE CORP.
CORP.

By: /s/ Francis T. McCarron         By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Francis T. McCarron
Title: Sr Vice President - Taxes    Title: Sr Vice President - Taxes

MISTIC BRANDS, INC.                 CABLE CAR BEVERAGE CORP.

By: /s/ Francis T. McCarron         By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Francis T. McCarron
Title: Sr Vice President - Taxes    Title: Sr Vice President - Taxes

RC ARBY'S CORPORATION               ROYAL CROWN COMPANY, INC.


By: /s/ Richard H. Hagerup          By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Richard H. Hagerup           Name:  Francis T. McCarron
Title: Controller                   Title: Sr Vice President - Taxes

ARBY'S, INC.                        ARHC, LLC

By: /s/ Francis T. McCarron         By: /s/ Stuart I. Rosen
    -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Stuart I. Rosen
Title: Sr Vice President - Taxes    Title: Vice President





<PAGE>



</TABLE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>67
<DESCRIPTION>EXHIBIT 10.31
<TEXT>

<PAGE>


                             TAX SHARING AGREEMENT

        TAX SHARING AGREEMENT (the "Agreement"), made as of the 22nd day of May.
1997 by and among Triarc Companies, Inc., a Delaware corporation ("TRI"), and
Triarc Beverage Holdings Corp., a Delaware corporation ("TBHC"), Snapple
Beverage Corp. ("Snapple") and Mistic Brands, Inc. ("Mistic").


        TRI is the common parent of an affiliated group (within the meaning of
Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code")) of
corporations (collectively the "TRI Group") of which TBHC, Snapple and Mistic
are members, and files consolidated federal income tax returns on the basis of a
taxable year ending December 31st on behalf of itself and all other members of
the TRI Group.


        Each of TRI, TBHC, Snapple and Mistic desires to provide, from and after
the date hereof (the "Effective Date"), for payment on behalf of TBHC and any
direct or indirect subsidiaries of TBHC (including, without limitation, Snapple
and Mistic) that may now or after the Effective Date be included in the TRI
Group (the "TBHC Subsidiaries") (hereinafter, TBHC and the TBHC Subsidiaries (if
any) are sometimes collectively referred to as the "TBHC Group") to TRI of the
amounts payable by the TBHC Group in respect of federal income taxes and of
certain state and local taxes and for payments by TRI to TBHC as provided
herein.

        Accordingly, TRI, TBHC, Snapple and Mistic agree as follows:

        1. Agreement to Join in Consolidated Returns 


        1.1 TBHC agrees to join, and to cause the other members of the TBHC
Group to join, with TRI in any consolidated federal income tax return
("Consolidated Return") for any taxable year for which TRI files a Consolidated
Return that includes TBHC or such other member of the TBHC Group.










 <PAGE>


<PAGE>





        1.2 TBHC, on behalf of itself and the other members of the TBHC Group,
hereby irrevocably designates TRI as its agent for the purpose of taking any and
all actions necessary or incidental to the filing of Consolidated Returns. TBHC
agrees to furnish, and to cause the TBHC Subsidiaries to furnish, TRI with any
and all information requested by TRI in order to carry out the provisions of
this Agreement; to cooperate, and to cause the TBHC Subsidiaries to cooperate,
with TRI in filing any return or consent contemplated by this Agreement; to
take such actions, and to cause the TBHC Subsidiaries to take such actions, as
TRI may request, including, but not limited to, the filing of all elections and
the filing of requests for the extension of time within which to file tax
returns; and to cooperate, and to cause the TBHC Subsidiaries to cooperate, in
connection with any refund claim.


        1.3 In each taxable year ending after the Effective Date, TBHC shall
make or cause any of the TBHC Subsidiaries to make payment to TRI of an amount
in respect of federal income taxes of the TBHC Group for such taxable year,
determined in accordance with Section 2 hereof, and TRI shall have the sole
responsibility for making any required payments to the Internal Revenue Service
(the "Service") in satisfaction of the consolidated federal income tax liability
of the TBHC Group for such year. For each quarter of each fiscal year ending
after the Effective Date, TBHC shall make or cause any of the TBHC Subsidiaries
to make payment to TRI of a portion of the amount required to be paid pursuant
to Section 2 hereof equal to the amount of the installment payment of estimated
income tax TBHC would be required to make on behalf of the TBHC Group to the
Service for such quarter under Section 6655 of the Code no later than five
business days prior to the date upon which TBHC would be required to make such
payment to the Service. Promptly following the close of each fiscal year ending
after the Effective Date, TBHC shall pay or cause any of the TBHC Subsidiaries
to pay to TRI the excess, if any, of the amount payable with respect to such
taxable year, determined in accordance with Section 2 hereof, over the aggregate
of all amounts previously paid pursuant to this Section 1.3 by or on behalf of
TBHC to TRI with respect to such taxable year. Each member of the TBHC Group
shall be jointly and severally liable for any payments due TRI by TBHC under
this Agreement. If TRI fails to file a Consolidated Return that includes the
TBHC Group for any taxable year for which TBHC has made or caused to be made a
payment or payments


                                        2









 <PAGE>


<PAGE>





pursuant to this Section 1.3, TRI shall promptly refund such payment or
payments.



        1.4 The amount of any overpayment or underpayment made pursuant to
Section 1.3 hereof shall be credited against or added to, as the case may be,
the amount otherwise required to be paid for the fiscal quarter within which
the amount of such overpayment or underpayment first becomes reasonably
ascertainable; provided, however, that, upon TBHC providing to TRI all
information required by the Service (including supporting schedules) after the
close of any taxable year but within the period described in section 6425(a)(1)
of the Code, TRI shall repay to or on behalf of TBHC, within the period
described in section 6425(b)(1) of the Code, the amount of any net remaining
overpayment of consolidated tax liability of the TBHC Group for such year. 


        1.5 Except for the payments required under this Agreement, TRI agrees to
indemnify and hold harmless the TBHC Group against and from any claims of
liability, for federal income tax, interest thereon, and penalties with respect
thereto asserted by the Service, arising from any taxable period for which this
Agreement is in effect, provided, however, that no such indemnification shall be
made to the extent that TBHC has failed to make or cause to be made any payments
required to be made to TRI in respect of such liability under the provision of
this Agreement.


        1.6 TBHC shall cooperate, and cause the TBHC Subsidiaries to cooperate,
fully with TRI in any audit or any proceeding relating to any Consolidated
Return and shall pay an appropriate share of the expenses of any such audit or
other proceeding. TRI shall have sole control over and discretion as to the
undertaking, conduct, settlement or other disposition of any tax controversy
arising out of any Consolidated Return filed by TRI.

        2. Computation of Tax Liability of the TBHC Group. 

        For the first taxable year ending after the Effective Date, and for
each subsequent taxable year of the TRI Group for which this Agreement remains
in effect, TBHC shall pay or cause to be paid to TRI (in the manner provided in
Section 1.3 hereof), on behalf of itself and any members of

                                       3









 <PAGE>


<PAGE>





the TBHC Group, an amount equal to the federal income tax liability that
would have been payable by the members of the TBHC Group for such year,
determined as if TBHC had filed a separate, consolidated federal income tax
return for such year and all prior years for which the Agreement was in effect
on behalf of itself and all TBHC Subsidiaries that were includible corporations
(within the meaning of section 1504(a)(1) of the Code) in the TBHC Group for
such year, computed in accordance with the actual elections, conventions and
other determinations with respect to the TBHC Group reflected in the
Consolidated Return filed by TRI; provided. however, that any item of income or
loss of a member of the TBHC Group that is treated as deferred on the
Consolidated Return filed by TRI (e.g., gain or loss on an intercompany
transaction between a member of the TBHC Group and TRI that is deferred
pursuant to section 1.1502-13 or 1.1502-13T of the regulations) shall be taken
into account in computing taxable income of the TBHC Group for purposes of this
Agreement only at such time and in such amount as such item is actually taken
into account on the Consolidated Return filed by TRI. If TBHC shall be the sole
member of the TBHC Group for any year (or portion thereof), the payment
required to be made by or on behalf of TBHC pursuant to this Section 2 shall be
determined as hereinbefore provided in this Section, but as if TBHC had filed a
separate income tax return for such year (or portion thereof). Any amount
payable by or on behalf of TBHC pursuant to this Section 2 shall be allocated
among the members of the TBHC Group as directed by TBHC. Payments made by TBHC
or on behalf of TBHC by the TBHC Subsidiaries pursuant to this Section and
Section 1.3 above shall be in lieu of any other payment by the TBHC Group (or
any member thereof) on account of its share, if any, of the consolidated
federal income tax liability of the TRI Group for such taxable year. Except as
hereinbefore provided with respect to deferred transaction, payments made for
any taxable year by TBHC pursuant to this Section 2 shall be made without
regard to the actual consolidated federal income tax liability, if any, of the
TRI Group for such taxable year. 


        3. Adjustments 

        Any adjustment of income, deduction, or credit that results after the
taxable year in question by reason of any carryback, amended return, claim for
refund, or audit shall be given effect

                                        4





 <PAGE>


<PAGE>



by redetermining amounts payable and reimbursable hereunder for such taxable
year (and other taxable years, where appropriate) for which the Agreement is in
effect as if such adjustment had been part of the original determination
hereunder, with interest payable (by TBHC or TRI, as the case may be) in the
amounts provided in section 6621 of the Code and penalties thereon payable only
to the extent that penalties are actually paid by TRI to any taxing authority
with respect to such adjustment. Except with respect to any required adjustment
in accordance with Sections 1.3, 1.4, 2 and 3 hereof, any increases in the
consolidated federal income tax liability (including interest and penalties) of
the TRI Group shall be the sole responsibility of TRI and any refunds of
consolidated federal income taxes previously paid shall be the sole property of
TRI.


        4. Payment for Tax Benefits of Members 


        The TBHC Group shall be entitled to a refund of federal income taxes
previously paid to TRI pursuant to this Agreement computed in the manner
described in Section 2 hereof as a result of any consolidated net operating
losses, net capital losses or tax credits claimed by the TBHC Group for any
taxable year for which this Agreement is in effect (provided such losses or
credits are not in fact utilized in a taxable year in which this Agreement is
not in effect), determined as if TBHC had filed a separate consolidated federal
income tax return for such year on behalf of itself and all the TBHC
Subsidiaries that were includible corporations in the manner described in
Section 2 above (any such loss or credit being referred to herein as a "TBHC
Group Loss" and any such entitlement to a refund being referred to herein as a
"TBHC Group Benefit"), that would otherwise have been available to the TBHC
Group by reason of a carryback of such TBHC Group Loss, determined in
accordance with the actual election under Section 172(b)(3) of the Code
reflected in the Consolidated Return filed by TRI, provided TBHC furnishes to
TRI all information required by the Service (including supporting schedules)
within the period described in section 6411(a) of the Code, and TRI shall pay
the amount of such TBHC Group Benefit to TBHC, within the period described in
section 6411(b) of the Code. If TBHC shall be the sole member of the TBHC
Group for any year, the payment of the TBHC Group Benefit to TBHC pursuant to
this Section 4 shall be determined as hereinbefore provided in this Section,
but as if TBHC had filed a separate income tax return for


                                        5








 <PAGE>


<PAGE>




such year. The portion of such TBHC Group Loss (if any) that is not carried back
shall be carried forward to the extent otherwise permitted by the Code in
computing the liability of the TBHC Group pursuant to Section 2 above.

 
        5. State Taxes 

        5.1 TBHC agrees at the request of TRI to join, and to cause the TBHC
Subsidiaries to join, TRI or any direct or indirect subsidiary of TRI in any
consolidated or combined state or local income or franchise tax return
("Combined Return") for any taxable year for which TRI or any direct or indirect
subsidiary of TRI files a Combined Return that may include TBHC or any of the
TBHC Subsidiaries.


        5.2 If, at any time from and after the Effective Date, the liability for
any state or local income or franchise taxes of (i) TBHC or any of the TBHC
Subsidiaries and (ii) TRI or any other direct or indirect subsidiary of TRI is
determined on a consolidated or combined basis, this Agreement shall be applied
in like manner to all matters relating to such taxes; provided. however, that
the liability of the TBHC Group with respect to a Combined Return shall be at
least equal to any increase in taxes resulting from the inclusion of TBHC or any
of the TBHC Subsidiaries in such Combined Return.


        6. Prior Agreement 


        The terms of the tax sharing agreement by and between TRI and Mistic
dated August 9, 1995 shall continue to apply to Mistic and TRI to determine
amounts to be paid by, or to, Mistic after the Effective Date of this Agreement
with respect to taxable periods (or portions thereof) prior to the Effective
Date of this Agreement.



                                       6









 <PAGE>


<PAGE>




        7. Disputes 


        In the event of a disagreement between TRI and TBHC with respect to any
determination required to be made pursuant to this Agreement, the determination
of the Chief Financial Officer of TRI, in the absence of manifest error, shall
be conclusive. 


        8. Effective Date and Termination


        This Agreement shall be effective for the taxable years of TRI, TBHC and
the TBHC Subsidiaries ending after the Effective Date in which TRI files a
Consolidated Return that includes TBHC, unless terminated by mutual agreement of
the parties.


        9. Captions 

        All Section captions contained in this Agreement are for convenience
only and shall not be deemed a part of this Agreement.


        10. Counterparts 

        This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. 

        11. Amendment: Waiver 

        This Agreement may be amended, modified, superseded, cancelled or
extended, and the provisions hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party waiving
compliance.


                                       7









 <PAGE>


<PAGE>




        12. Governing Law 


        This Agreement shall be governed by the laws of the State of New York,
without regard to the conflict of laws rules thereof.


        13. Successors and Assigns 

        This Agreement shall be binding upon, and shall inure to all the
benefits of, the parties hereto and their respective successors and assigns.


        14. Notices 

        Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or overnight express
mail, postage prepaid. Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission or, if mailed
by overnight mail, the day after the date of deposit with a reputable courier
service, or if mailed by non-overnight certified or registered mail, five days
after the date of deposit in the United States mails, as follows:


                            (i) if to TRI to:

                            Triarc Companies, Inc. 
                            280 Park Avenue 
                            New York, NY 10017 


                            Attention:      Executive Vice President 
                                            and General Counsel 
                            Facsimile:      (212) 451-3216 


                                       8








 <PAGE>


<PAGE>





                           (ii) if to TBHC, Snapple or Mistic to: 

                           Triarc Beverage Holdings Corp. 
                           709 Westchester Avenue 
                           White Plains, NY 10604 
                        
                           Attention: President 
                           Facsimile: (914) 397-9220 

Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

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


TRIARC COMPANIES, INC.                  TRIARC BEVERAGE HOLDINGS CORP. 

By: /s/ Francis T. McCarron             By: /s/ Ernest J. Cavallo
   ------------------------------           ---------------------------------

   Name:                                    Name: 

   Title:                                   Title: 

SNAPPLE BEVERAGE CORP.                  MISTIC BRANDS, INC. 


By: /s/ Ernest J. Cavallo               By: /s/ Ernest J. Cavallo
   ------------------------------           ---------------------------------
   
   Name:                                    Name: 

   Title:                                   Title: 


                                       9


<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>68
<DESCRIPTION>EXHIBIT 10.32
<TEXT>



<PAGE>

                             TAX SHARING AGREEMENT

     TAX SHARING AGREEMENT (the "Agreement"), made as of the 25th day
of November, 1997 by and among Triarc Companies, Inc., a Delaware corporation
("TRI"), and Cable Car Beverage Corporation, a Delaware corporation ("CCB").

     TRI is the common parent of an affiliated group (within the meaning of
Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code")) of
corporations (collectively the "TRI Group") of which CCB is a member, and files
consolidated federal income tax returns on the basis of a taxable year ending
December 31st on behalf of itself and all other members of the TRI Group.

     Each of TRI and CCB desires to provide, from and after the date hereof
(the "Effective Date"), for payment on behalf of CCB and any direct or indirect
subsidiaries of CCB that may now or after the Effective Date be included in the
TRI Group (the "CCB Subsidiaries") (hereinafter, CCB and the CCB Subsidiaries
(if any) are sometimes collectively referred to as the "CCB Group") to TRI of
the amounts payable by the CCB Group in respect of federal income taxes and of
certain state and local taxes and for payments by TRI to CCB as provided
herein.

     Accordingly, TRI and CCB agree as follows:

     1. Agreement to Join in Consolidated Returns

     1.1 CCB agrees to join, and to cause the other members of the CCB Group to
join, with TRI in any consolidated federal income tax return ("Consolidated
Return") for any taxable year for which TRI files a Consolidated Return that
includes CCB or such other member of the CCB Group.

     1.2 CCB, on behalf of itself and the other members of the CCB Group,
hereby irrevocably designates TRI as its agent for the purpose of taking any and
all actions necessary or incidental to the filing of Consolidated Returns. CCB
agrees to furnish, and to cause the CCB Subsidiaries to furnish,

                                       1



<PAGE>

<PAGE>

TRI with any and all information requested by TRI in order to carry out the
provisions of this Agreement; to cooperate, and to cause the CCB Subsidiaries to
cooperate, with TRI in filing any return or consent contemplated by this
Agreement; to take such actions, and to cause the CCB Subsidiaries to take such
actions, as TRI may request, including, but not limited to, the filing of all
elections and the filing of requests for the extension of time within which to
file tax returns; and to cooperate, and to cause the CCB Subsidiaries to
cooperate, in connection with any refund claim.

     1.3 In each taxable year ending after the Effective Date, CCB shall make or
cause any of the CCB Subsidiaries to make payment to TRI of an amount in respect
of federal income taxes of the CCB Group for such taxable year, determined in
accordance with Section 2 hereof, and TRI shall have the sole responsibility for
making any required payments to the Internal Revenue Service (the "Service") in
satisfaction of the consolidated federal income tax liability of the CCB Group
for such year. For each quarter of each fiscal year ending after the Effective
Date, CCB shall make or cause any of the CCB Subsidiaries to make payment to TRI
of a portion of the amount required to be paid pursuant to Section 2 hereof
equal to the amount of the installment payment of estimated income tax CCB would
be required to make on behalf of the CCB Group to the Service for such quarter
under Section 6655 of the Code no later than five business days prior to the
date upon which CCB would be required to make such payment to the Service.
Promptly following the close of each fiscal year ending after the Effective
Date, CCB shall pay or cause any of the Subsidiaries to pay to TRI the excess,
if any, of the amount payable with respect to such taxable year, determined in
accordance with Section 2 hereof, over the aggregate of all amounts previously
paid pursuant to this Section 1.3 by or on behalf of CCB to TRI with respect to
such taxable year. Each member of the CCB Group shall be jointly and severally
liable for any payments due TRI by CCB under this Agreement. If TRI fails to
file a Consolidated Return that includes the CCB Group for any taxable year for
which CCB has made or caused to be made a payment or payments pursuant to this
Section 1.3, TRI shall promptly refund such payment or payments.

     1.4 The amount of any overpayment or underpayment made pursuant to Section
1.3 hereof shall be credited against or added to, as the case may be, the amount
otherwise required to be paid

                                        2



<PAGE>

<PAGE>

for the fiscal quarter within which the amount of such overpayment or
underpayment first becomes reasonably ascertainable; provided, however, that,
upon CCB providing to TRI all information required by the Service (including
supporting schedules) after the close of any taxable year but within the period
described in section 6425(a)(1) of the Code, TRI shall repay to or on behalf of
CCB, within the period described in section 6425(b)(1) of the Code, the amount
of any net remaining overpayment of consolidated tax liability of the CCB Group
for such year.



     1.5 Except for the payments required under this Agreement, TRI agrees to
indemnify and hold harmless the CCB Group against and from any claims of
liability for federal income tax, interest thereon, and penalties with respect
thereto asserted by the Service, arising from any taxable period for which this
Agreement is in effect, provided, however, that no such indemnification shall be
made to the extent that CCB has failed to make or cause to be made any payments
required to be made to TRI in respect of such liability under the provision of
this Agreement.

     1.6 CCB shall cooperate, and cause the CCB Subsidiaries to cooperate, fully
with TRI in any audit or any proceeding relating to any Consolidated Return and
shall pay an appropriate share of the expenses of any such audit or other
proceeding. TRI shall have sole control over and discretion as to the
undertaking, conduct, settlement or other disposition of any tax controversy
arising out of any Consolidated Return filed by TRI.

     2. Computation of Tax Liability of the CCB Group

     For the first taxable year ending after the Effective Date, and for each
subsequent taxable year of the TRI Group for which this Agreement remains in
effect, CCB shall pay or cause to be paid to TRI (in the manner provided in
Section 1.3 hereof), on behalf of itself and any members of the CCB Group, an
amount equal to the federal income tax liability that would have been payable by
the members of the CCB Group for such year, determined as if CCB had filed a
separate, consolidated federal income tax return for such year and all prior
years for which the Agreement was in effect on behalf of itself and all CCB
Subsidiaries that were includible corporations (within the meaning of

                                        3




<PAGE>

<PAGE>

section 1504(a)(1) of the Code) in the CCB Group for such year, computed in
accordance with the actual elections, conventions and other determinations with
respect to the CCB Group reflected in the Consolidated Return filed by TRI;
provided, however, that any item of income or loss of a member of the CCB Group
that is treated as deferred on the Consolidated Return filed by TRI (e.g.,
gain or loss on an intercompany transaction between a member of the CCG Group
and TRI that is deferred pursuant to section 1.1502-13 or 1.1502-13T of the
regulations) shall be taken into account in computing taxable income of the CCB
Group for purposes of this Agreement only at such time and in such amount as
such item is actually taken into account on the Consolidated Return filed by
TRI. If CCB shall be the sole member of the CCB Group for any year (or portion
thereof), the payment required to be made by or on behalf of CCB pursuant to
this Section 2 shall be determined as hereinbefore provided in this Section,
but as if CCB had filed a separate income tax return for such year (or portion
thereof). Any amount payable by or on behalf of CCB pursuant to this Section 2
shall be allocated among the members of the CCB Group as directed by CCB.
Payments made by CCB or on behalf of CCB by the CCB Subsidiaries pursuant to
this Section and Section 1.3 above shall be in lieu of any other payment by the
CCB Group (or any member thereof) on account of its share, if any, of the
consolidated federal income tax liability of the TRI Group for such taxable
year. Except as hereinbefore provided with respect to deferred transaction,
payments made for any taxable year by CCB pursuant to this Section 2 shall be
made without regard to the actual consolidated federal income tax liability, if
any, of the TRI Group for such taxable year.

     3. Adjustments

     Any adjustment of income, deduction, or credit that results after the
taxable year in question by reason of any carryback, amended return, claim for
refund, or audit shall be given effect by redetermining amounts payable and
reimbursable hereunder for such taxable year (and other taxable years, where
appropriate) for which the Agreement is in effect as if such adjustment had been
part of the original determination hereunder, with interest payable (by CCB or
TRI, as the case may be) in the amounts provided in section 6621 of the Code and
penalties thereon payable only to the extent that penalties are actually paid by
TRI to any taxing authority with respect to such adjustment.

                                       4



<PAGE>

<PAGE>

Except with respect to any required adjustment in accordance with Sections 1.3,
1.4, 2 and 3 hereof, any increases in the consolidated federal income tax
liability (including interest and penalties) of the TRI Group shall be the sole
responsibility of TRI and any refunds of consolidated federal income taxes
previously paid shall be the sole property of TRI.

     4. Payment for Tax Benefits of Members

     The CCB Group shall be entitled to a refund of federal income taxes
previously paid to TRI pursuant to this Agreement computed in the manner
described in Section 2 hereof as a result of any consolidated net operating
losses, net capital losses or tax credits claimed by the CCB Group for any
taxable year for which this Agreement is in effect (provided such losses or
credits are not in fact utilized in a taxable year in which this Agreement is
not in effect), determined as if CCB had filed a separate consolidated federal
income tax return for such year on behalf of itself and all the CCB Subsidiaries
that were includible corporations in the manner described in Section 2 above
(any such loss or credit being referred to herein as a "CCB Group Loss" and any
such entitlement to a refund being referred to herein as a "CCB Group Benefit"),
that would otherwise have been available to the CCB Group by reason of a
carryback of such CCB Group Loss, determined in accordance with the actual
election under Section 172(b)(3) of the Code reflected in the Consolidated
Return filed by TRI, provided CCB furnishes to TRI all information required by
the Service (including supporting schedules) within the period described in
section 6411(a) of the Code, and TRI shall pay the amount of such CCB Group
Benefit to CCB, within the period described in section 6411(b) of the Code. If
CCB shall be the sole member of the CCB Group for any year, the payment of the
CCB Group Benefit to CCB pursuant to this Section 4 shall be determined as
hereinbefore provided in this Section, but as if CCB had filed a separate income
tax return for such year. The portion of such CCB Group Loss (if any) that is
not carried back shall be carried forward to the extent otherwise permitted by
the Code in computing the liability of the CCB Group pursuant to Section 2
above.

                                       5



<PAGE>

<PAGE>

     5. State Taxes

     5.1 CCB agrees at the request of TRI to join, and to cause the CCB
Subsidiaries to join, TRI or any direct or indirect subsidiary of TRI in any
consolidated or combined state or local income or franchise tax return
("Combined Return") for any taxable year for which TRI or any direct or indirect
subsidiary of TRI files a Combined Return that may include CCB or any of the CCB
Subsidiaries.

     5.2 If, at any time from and after the Effective Date, the liability for
any state or local income or franchise taxes of (i) CCB or any of the CCB
Subsidiaries and (ii) TRI or any other direct or indirect subsidiary of TRI is
determined on a consolidated or combined basis, this Agreement shall be applied
in like manner to all matters relating to such taxes; provided, however, that 
the liability of the CCB Group with respect to a Combined Return shall be at 
least equal to any increase in taxes resulting from the inclusion of CCB or 
any of the CCB Subsidiaries in such Combined Return.

     6. Disputes

     In the event of a disagreement between TRI and CCB with respect to any
determination required to be made pursuant to this Agreement, the
determination of the Chief Financial Officer of TRI, in the absence of manifest
error, shall be conclusive.


     7. Effective Date and Termination

     This Agreement shall be effective for the taxable years of TRI, CCB and the
CCB Subsidiaries ending after the Effective Date in which TRI files a
Consolidated Return that includes CCB, unless terminated by mutual agreement of
the parties.

     8. Captions

     All Section captions contained in this Agreement are for convenience only
and shall not be

                                        6





<PAGE>

<PAGE>

deemed a part of this Agreement.

     9. Counterparts

     This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.

     10. Amendment; Waiver

     This Agreement may be amended, modified, superseded, cancelled or extended,
and the provisions hereof may be waived, only by a written instrument signed by
the parties or, in the case of a waiver, by the party waiving compliance.

     11. Governing Law

     This Agreement shall be governed by the laws of the State of New York,
without regard to the conflict of laws rules thereof.


     12. Successors and Assigns

     This Agreement shall be binding upon, and shall inure to all the benefits
of, the parties hereto and their respective successors and assigns.

     13. Notices

     Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or overnight express
mail, postage prepaid. Any such notice shall be deemed given when

                                        7




<PAGE>

<PAGE>

so delivered personally, telegraphed, telexed or sent by facsimile transmission
or, if mailed by overnight mail, the day after the date of deposit with a
reputable courier service, or if mailed by non-overnight certified or
registered mail, five days after the date of deposit in the United States mails,
as follows:


                     (i) if to TRI to:                       
                                                             
                     Triarc Companies, Inc.                  
                     280 Park Avenue                         
                     New York, NY 10017                      
                     Attention:  Executive Vice President    
                                 and General Counsel         
                     Facsimile:  (212) 451-3216              
                                                             
                    (ii) if to CCB to:                       
                                                             
                    Cable Car Beverage Corporation           
                    555 17th Street                          
                    Suite 3550                               
                    Denver, CO 80208                         
                    Attention: President                     
                    Facsimile: (303) 298-1150                


Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.


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

<TABLE>
<S>                                           <C>
TRIARC COMPANIES, INC.                           CABLE CAR BEVERAGE 
                                                CORPORATION & CO., INC. 

By: /s/ Francis T. McCarron                     By: /s/ Robert J. Crowe
    -----------------------------------             --------------------------
    Name:  Francis T. McCarron                      Name:  Robert J. Crowe
    Title: Senior Vice President--Taxes             Title: Assistant Vice President--Taxes
</TABLE>



                                       8



<PAGE>


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>69
<DESCRIPTION>EXHIBIT 10.33
<TEXT>



<PAGE>

                      AMENDMENT TO TAX SHARING AGREEMENTS

     AMENDMENT TO TAX SHARING AGREEMENTS ("the Amendment") dated as of August
15, 1998, among Triarc Companies, Inc., a Delaware corporation ("TRI"), Triarc
Beverage Holdings. Corp., a Delaware corporation ("TBHC"), Snapple Beverage
Corp., a Delaware corporation ("Snapple"), Mistic Brands, Inc., a Delaware
corporation ("Mistic"), and Cable Car Beverage Corporation, a Delaware
corporation ("Cable Car").

     TRI, TBHC, Snapple and Mistic are parties to a Tax Sharing Agreement dated
as of May 22, 1997 (the "Existing Agreement").

     TRI and Cable Car are parties to a Tax Sharing Agreement dated as of
November 25, 1997 (the "Prior Cable Car Agreement").

     Each of TRI, TBHC, Snapple, Mistic and Cable Car desires that the Existing
Agreement be amended to include Cable Car as provided herein.

     TRI and Cable Car desire to amend the Prior Cable Car Agreement as provided
herein.

     Accordingly, TRI, TBHC, Snapple, Mistic and Cable Car agree as follows:

1.   Definitions. All capitalized terms not otherwise defined herein shall have
     the meanings ascribed in the Existing Agreement.

2.   Amendment to Existing Agreement. Section 1 of the Existing Agreement is
     amended by renumbering Section 1.1 as Section 1.2 and by inserting the
     following as Section 1.1:

     1.1 For purposes of this Agreement, Cable Car (and its subsidiaries) shall
     each be considered to be a TBHC Subsidiary and an includible corporation in
     the TBHC Group within the meaning of Section 1504(a) of the Code.

3.   Taxable Year. For purposes of the Existing Agreement and the Prior Cable
     Car Agreement, the taxable year of Cable Car (and its subsidiaries) shall
     close as of the date of this Amendment.

4.   Effect on Prior Cable Car Agreement. The terms of the Prior Cable Car
     Agreement shall continue to apply to Cable Car (and its subsidiaries) and
     TRI to determine amounts to be paid by, or to, Cable Car after the date of
     this Amendment with respect to taxable periods (or portions thereof) ending
     on or prior to the date of this Amendment. The Prior Cable Car Agreement
     shall not apply to any taxable period (or portion thereof) beginning on or
     after the date of this Amendment.

5.   Effective Date of Amendment. The amendments to the Existing Agreement
     contained herein shall be effective with respect to taxable periods (or
     portions thereof) beginning on or after the date of this Amendment.

6.   Confirmation of the Agreements. Except to the extent modified or amended by
     this Amendment, the provisions of the Existing Agreement and the Prior
     Cable Car Agreement are hereby confirmed and shall remain in full force and
     effect.

7.   Counterparts. This Amendment may be executed in counterparts, each of which
     shall constitute an original and all of which, when taken together, shall
     constitute one agreement.

8.   Governing Law. This Amendment shall be governed by the laws of the State of
     New York, without regard to the conflict of laws rules thereof.

9.   Successors and Assigns. This Amendment shall be binding upon, and shall
     inure to the benefit of, the parties hereto and their respective successors
     and assigns.

IN WITNESS WHEREOF, TRI, TBHC, Snapple, Mistic and Cable Car have executed this
Amendment as of the day and year first above written.

<PAGE>


<PAGE>

Triarc  Companies, Inc.                 Triarc Beverage Holdings Corp. 

By: /s/ Brian L. Schorr                  By: /s/ Francis T. McCarron
   --------------------------------         ------------------------------------
    Name:  Brian L. Schorr                  Name:  Francis T. McCarron
    Title: Executive Vice President         Title: Senior Vice President--Taxes
           and General Counsel

Snapple Beverage Corp.                  Mistic Brands, Inc.

By: /s/ Francis T. McCarron             By: /s/ Francis T. McCarron
    -------------------------------        -------------------------------------
    Name:  Francis T. McCarron             Name:  Francis T. McCarron
    Title: Senior Vice President--Taxes    Title: Senior Vice President--Taxes

Cable Car Beverage Corporation

By: /s/ Francis T. McCarron
   --------------------------------
   Name:  Francis T. McCarron
   Title: Senior Vice President--Taxes

<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>70
<DESCRIPTION>EXHIBIT 10.34
<TEXT>



<PAGE>

                  CONTRIBUTION AGREEMENT, dated as of February 23, 1999, between
Triarc Companies, Inc., a Delaware corporation ("Triarc"), and Triarc Consumer
Products Group, LLC, a Delaware limited liability company ("TCPG").

                                    RECITALS

                  WHEREAS, Triarc owns 1,000 shares of common stock, par value
$1.00 per share (the "RCAC Shares"), of RC/Arby's Corporation, a Delaware
corporation ("RCAC"), constituting one-hundred percent (100%) of the issued and
outstanding capital stock of RCAC;

                  WHEREAS, Triarc owns (i) 850,000 shares of common stock, par
value $1.00 per share (the "TBHC Common Shares"), of Triarc Beverage Holdings
Corp. a Delaware corporation ("TBHC"), constituting one-hundred percent (100%)
of the issued and outstanding common stock of TBHC and (ii) 750 shares of
redeemable cumulative convertible preferred stock, par value $1.00 per share
(the "TBHC Preferred Shares", together with the TBHC Common Shares, the "TBHC
Shares"), of TBHC, constituting one-hundred percent (100%) of the issued and
outstanding preferred stock of TBHC;

                  WHEREAS, Triarc owns 1,000 shares of common stock, par value
$1.00 per share (the "Cable Car Shares", together with the RCAC Shares and the
TBHC Shares, the "Shares"), of Cable Car Beverage Corporation, a Delaware
corporation ("Cable Car"), constituting one-hundred percent (100%) of the issued
and outstanding capital stock of Cable Car; and

                  WHEREAS, Triarc being the sole stockholder of RCAC, TBHC and
Cable Car, desires to transfer and contribute the Shares to TCPG in exchange for
all of the membership interests of TCPG, and TCPG desires to receive such
shares.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                  1. Contribution. On the terms and subject to the conditions
set forth in this Agreement, Triarc shall assign, convey, transfer and deliver,
as a capital contribution to TCPG, all of its rights, title and interest in the
Shares to TCPG.

                  2. The Closing. Simultaneously with the execution hereof,
Triarc shall deliver to TCPG certificates representing the Shares, in each case
duly endorsed in blank or accompanied by appropriate instruments of transfer
duly endorsed in blank, together with any other documents that are necessary for
TCPG to acquire record and beneficial ownership of the Shares.

<PAGE>

<PAGE>

                                                                               2
                                                                               

                  3. Further Assurances. Each party hereto shall execute,
deliver, file and record, or cause to be executed, delivered, filed and
recorded, such further agreements, instruments and other documents, and take, or
cause to be taken, such further actions, as the other party hereto may
reasonably request as being necessary or advisable to effect or evidence the
transactions contemplated by this Agreement.

                  4. Miscellaneous. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provisions or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any other jurisdiction other than the State of
Delaware. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.

                [Remainder of the page intentionally left blank]

<PAGE>

<PAGE>


                                                                               3

                  IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by a duly authorized officer of each party hereto as of the date first
above written.

                                            TRIARC COMPANIES, INC.

                                            By:   /s/ JOHN L. BARNES, JR.     
                                                  ------------------------------
                                                  John L. Barnes, Jr.
                                                  Executive Vice President


                                            TRIARC CONSUMER PRODUCTS
                                            GROUP, LLC

                                            By:   /s/ JOHN L. BARNES, JR.     
                                                  ------------------------------
                                                  John L. Barnes, Jr.
                                                  Executive Vice President


<PAGE>


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>71
<DESCRIPTION>EXHIBIT 10.35
<TEXT>



<PAGE>

                                   T R I A R C


                                             Triarc Companies, Inc.
                                             280 Park Avenue
                                             New York, NY 10017
                                             Tel   212 451 3000

                                                Dated as of April 28, 1999

Mr. John L. Barnes, Jr.
31 Old Redding Road
Weston, CT 06883

Dear Jack:

          Reference is made to your Employment Agreement dated as of April 29,
1996 (the "Agreement"). This letter confirms the following amendments to the
Agreement.

1.    All references to your title as "Senior Vice President" shall be deleted
      and shall be amended to read "Executive Vice President and Chief Financial
      Officer".

2.    The term of your employment shall continue through July 28, 1999 and all
      references to "April 28, 1999" shall be deleted and amended to read "July
      28, 1999". Similarly, references to a "three-year" term shall be deleted
      and instead be amended to read a "three-year and three-month" term.

          Except as amended by the foregoing, the Agreement shall remain in full
force and effect.

          This letter shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.

          If you agree with the terms outlined above, sign a copy of this letter
and return it to us.

                                                     Very truly yours,

                                                       /s/ Brian L. Schorr
                                                     -------------------------
                                                     Brian L. Schorr
                                                     Executive Vice President
                                                     and General Counsel

ACCEPTED TO AND AGREED
AS OF APRIL 28, 1999:

/s/ John L. Barnes, Jr.                             
-----------------------
John L. Barnes, Jr.

<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>72
<DESCRIPTION>EXHIBIT 12.1
<TEXT>

<PAGE>
                                                                    EXHIBIT 12.1
 
           TRIARC CONSUMER PRODUCTS GROUP, LLC AND RELATED COMPANIES
          UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 
<TABLE>
<CAPTION>
                                                                                                           PRO
                                                                    HISTORICAL                           FORMA(A)
                                              -------------------------------------------------------    --------
                                                 YEAR ENDED DECEMBER 31,      YEAR ENDED    YEAR ENDED JANUARY 3,
                                              -----------------------------   DECEMBER 28,   --------------------
                                               1994       1995       1996         1997         1999        1999
                                              -------   --------   --------   ------------   --------    --------
                                                                 (IN THOUSANDS EXCEPT RATIOS)
<S>                                           <C>       <C>        <C>        <C>            <C>         <C>
Income (loss) before income taxes and
  extraordinary charges.....................  $(3,773)  $(45,606)  $(74,996)    $(24,128)    $ 55,271    $ 38,001
                                              -------   --------   --------   ------------   --------    --------
Fixed charges:
     Interest expense.......................   34,433     42,386     50,031       58,019       60,235      78,436
     Interest portion of rent expense(b)....    4,538      6,884      8,094        5,052        2,488       2,594
                                              -------   --------   --------   ------------   --------    --------
                                               38,971     49,270     58,125       63,071       62,723      81,030
                                              -------   --------   --------   ------------   --------    --------
Adjusted earnings (loss) before income taxes
  and extraordinary charges.................  $35,198   $  3,664   $(16,871)    $ 38,943     $117,994    $119,031
                                              -------   --------   --------   ------------   --------    --------
                                              -------   --------   --------   ------------   --------    --------
Amount by which earnings were insufficient
  to cover fixed charges....................  $ 3,773   $ 45,606   $ 74,996     $ 24,128
                                              -------   --------   --------   ------------
                                              -------   --------   --------   ------------
Ratio of earnings to fixed charges..........                                                     1.9x        1.5x
                                                                                                 ----        ----
                                                                                                 ----        ----
</TABLE>
 
------------
 
 (a) The pro forma information has been determined by adjusting the results of
     operations of the Company for the year ended January 3, 1999 to give effect
     to the offering, the new credit facility and the related use of proceeds,
     including the acquisition of Millrose. Such pro forma information is
     derived from the pro forma condensed combined statement of operations
     contained elsewhere herein and should be read in conjunction therewith and
     with the notes thereto.
 
 (b) Represents one-third of rental expense deemed for this purpose to represent
     the interest component of rental payments.
 

<PAGE>



</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>73
<DESCRIPTION>EXHIBIT 21.1
<TEXT>



<PAGE>

                       TRIARC CONSUMER PRODUCTS GROUP, LLC
                              LIST OF SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                State or Jurisdiction
                                                                                Under Which Organized
                                                                                ---------------------
<S>                                                                             <C>
Triarc Beverage Holdings Corp.                                                        Delaware
         Mistic Brands, Inc.                                                          Delaware
         Snapple Beverage Corp.                                                       Delaware
                  Snapple International Corp.                                         Delaware
                           Snapple Beverages de Mexico, S.A. de C.V. (1)               Mexico
                           Snapple Caribbean Corp.                                    Delaware
                  Snapple Europe Limited                                           United Kingdom
                  Snapple Canada, Ltd.                                                 Canada
                  Snapple Worldwide Corp.                                             Delaware
                  Snapple Finance Corp.                                               Delaware
                  Pacific Snapple Distributors, Inc.                                 California
                  Mr. Natural, Inc.                                                   Delaware
                  Kelrae, Inc.                                                        Delaware
                  Millrose Distributors, Inc.                                        New Jersey
RC/Arby's Corporation (formerly Royal Crown Corporation)                              Delaware
         ARHC, LLC                                                                    Delaware
         RCAC Asset Management, Inc.                                                  Delaware
         Arby's, Inc.                                                                 Delaware
                  Arby's Building and Construction Co.                                 Georgia
                  Arby's of Canada Inc.                                                Ontario
                  Arby's (Hong Kong) Limited                                          Hong Kong
                  Arby's De Mexico S.A. de C.V.                                        Mexico
                           Arby's Immobiliara                                          Mexico
                           Arby's Servicios                                            Mexico
                  TJ Holding Company, Inc.                                            Delaware
         Arby's Restaurants, Limited                                               United Kingdom
         Arby's Limited                                                            United Kingdom
         Arby's Restaurant Construction Company                                       Delaware
         Arby's Restaurants, Inc.                                                     Delaware
         RC-11, Inc. (formerly National Picture & Frame Co.)                         Mississippi
         Promociones Corona Real, S.A. de C.V.                                         Mexico
         RC Leasing, Inc.                                                             Delaware
         Royal Crown Netherland B.V.                                                 Netherland

</TABLE>


<PAGE>


<PAGE>

                                                                               2

<TABLE>

<S>                                                                             <C>
         Royal Crown Bottling Company of Texas (formerly Royal                                         Delaware
         Crown Bottlers of Texas, Inc.)
         Royal Crown Company, Inc. (formerly Royal Crown Cola                                          Delaware
         Co.)
                  RC Services Limited (2)                                                               Ireland
                  Retailer Concentrate Products, Inc.                                                   Florida
                  TriBev Corporation                                                                   Delaware
Cable Car Beverage Corporation                                                                         Delaware
         Old San Francisco Seltzer, Inc.                                                               Colorado
         Fountain Classics, Inc.                                                                       Colorado
</TABLE>

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

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


<PAGE>





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>74
<DESCRIPTION>EXHIBIT 23.1
<TEXT>


<PAGE>
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the use in this Registration Statement of Triarc Consumer
Products Group, LLC on Form S-4 of our report dated March 26, 1999 (April 23,
1999 as to Note 23 to the combined financial statements), appearing in the
Prospectus, which is part of this Registration Statement.
 
     We also consent to the reference to us under the headings 'Summary Combined
Financial Data', 'Selected Combined Financial Data' and 'Experts' in such
Prospectus.
 
/s/ DELOITTE & TOUCHE LLP 

NEW YORK, NEW YORK
MAY 13, 1999


<PAGE>


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>75
<DESCRIPTION>EXHIBIT 23.2
<TEXT>


<PAGE>
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the use in this Registration Statement of Triarc Beverage
Holdings Corp. on Form S-4 of our report dated March 26, 1999 (April 23, 1999 as
to Note 19 to the consolidated financial statements), appearing in the
Prospectus, which is part of this Registration Statement.
 
     We also consent to the reference to us under the headings 'Summary Combined
Financial Data', 'Selected Combined Financial Data' and 'Experts' in such
Prospectus.
 
/s/ DELOITTE & TOUCHE LLP 

NEW YORK, NEW YORK
MAY 13, 1999


<PAGE>

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>76
<DESCRIPTION>EXHIBIT 23.3
<TEXT>


<PAGE>
                                                                    EXHIBIT 23.3
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
     As independent public accountants, we hereby consent to the use of our
report dated September 11, 1997 (and to all references to our Firm) included in
or made part of this registration statement.

/s/ ARTHUR ANDERSEN LLP 

Chicago, Illinois
May 13, 1999



<PAGE>



</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>77
<DESCRIPTION>EXHIBIT 25.1
<TEXT>



<PAGE>

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                          SECTION 305(b)(2)     |__|

                               ----------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

<TABLE>

<S>                                                      <C>       
New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)

</TABLE>

                                   ----------

                       TRIARC CONSUMER PRODUCTS GROUP, LLC
               (Exact name of obligor as specified in its charter)

<TABLE>

<S>                                                      <C>       
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)

</TABLE>

                         TRIARC BEVERAGE HOLDINGS CORP.
              (Exact name of obligor as specified in its charter)

<TABLE>

<S>                                                      <C>       
Delaware                                                 65-0748978
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

709 Westchester Avenue
White Plains, New York                                   10604
(Address of principal executive offices)                 (Zip code)

</TABLE>

                                   ----------

                   10-1/4% Senior Subordinated Notes due 2009
                       (Title of the indenture securities)

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

<PAGE>

<PAGE>

1.     GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                  Name                                        Address
--------------------------------------------------------------------------------

<S>                                                         <C>  
      Superintendent of Banks of the State of               2 Rector Street, New York,
      New York                                              N.Y. 10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York                      33 Liberty Plaza, New York,
                                                            N.Y. 10045

      Federal Deposit Insurance Corporation                 Washington, D.C. 20429

      New York Clearing House Association                   New York, New York 10005
</TABLE>

      (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
       AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-

<PAGE>
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of May, 1999.


                                                THE BANK OF NEW YORK


                                                By: /s/ MICHELE L. RUSSO
                                                    ----------------------------
                                                    Name:  Michele L. Russo
                                                    Title: Assistant Treasurer


<PAGE>

<PAGE>


                                    SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of May, 1999.


                                                THE BANK OF NEW YORK


                                                By: /s/ MICHELE L. RUSSO
                                                    ----------------------------
                                                    Name:  Michele L. Russo
                                                    Title: Assistant Treasurer


<PAGE>

<PAGE>
                                                                       EXHIBIT 7

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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK
                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>

                                                   Dollar Amounts
ASSETS                                              in Thousands
<S>                                                   <C>       
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and currency                      
    and coin.................................         $3,951,273
  Interest-bearing balances..................          4,134,162
Securities:
  Held-to-maturity securities................            932,468
  Available-for-sale securities..............          4,279,246
Federal funds sold and Securities purchased                      
  under agreements to resell.................          3,161,626
Loans and lease financing receivables:
  Loans and leases, net of unearned                              
    income...............37,861,802                              
  LESS: Allowance for loan and                                   
    lease losses............619,791                              
  LESS: Allocated transfer risk                                  
    reserve........................3,572                         
  Loans and leases, net of unearned income,                      
    allowance, and reserve...................         37,238,439
Trading Assets...............................          1,551,556
Premises and fixed assets (including                             
  capitalized leases)........................            684,181
Other real estate owned......................             10,404
Investments in unconsolidated subsidiaries                       
  and associated companies...................            196,032
Customers' liability to this bank on                             
  acceptances outstanding....................            895,160
Intangible assets............................          1,127,375
Other assets.................................          1,915,742
                                                     -----------
Total assets.................................        $60,077,664
                                                     ===========
LIABILITIES
Deposits:

  In domestic offices........................        $27,020,578
  Noninterest-bearing..............11,271,304
  Interest-bearing.................15,749,274

  In foreign offices, Edge and Agreement                         
    subsidiaries, and IBFs...................         17,197,743
  Noninterest-bearing.................103,007
  Interest-bearing.................17,094,736

Federal funds purchased and Securities sold                      
  under agreements to repurchase.............          1,761,170
Demand notes issued to the U.S.Treasury......            125,423
Trading liabilities..........................          1,625,632
Other borrowed money:
  With remaining maturity of one year or less          1,903,700
  With remaining maturity of more than one                       
    year through three years.................                  0
  With remaining maturity of more than three                     
    years....................................             31,639
Bank's liability on acceptances executed and                     
  outstanding................................            900,390
Subordinated notes and debentures............          1,308,000
Other liabilities............................          2,708,852
                                                      ----------
Total liabilities............................         54,583,127
                                                      ----------
EQUITY CAPITAL

Common stock.................................          1,135,284
Surplus......................................            764,443
Undivided profits and capital reserves.......          3,542,168
Net unrealized holding gains (losses) on                         
  available-for-sale securities..............             82,367
Cumulative foreign currency translation          
  adjustments................................       (     29,725)
                                                    ------------ 
Total equity capital.........................          5,494,537
                                                    ------------
Total liabilities and equity capital.........        $60,077,664
                                                    ============
</TABLE>

       I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                                Thomas J. Mastro

       We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Reyni
Gerald L. Hassell                                    Directors
Alan R. Griffith
--------------------------------------------------------------------------------


<PAGE>



</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>78
<DESCRIPTION>FDS 27.1
<TEXT>

<TABLE> <S> <C>

<ARTICLE>                                         5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  FOR THE  YEAR  ENDED
JANUARY 3, 1999  EXTRACTED  FROM THE COMBINED  FINANCIAL  STATEMENTS  INCLUDED 
IN THE ACCOMPANYING FORM S-4 OF TRIARC CONSUMER PRODUCTS GROUP, LLC FOR THE 
YEAR ENDED JANUARY 3, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
SUCH FORM S-4.
</LEGEND>
<CIK>                                 0001086090
<NAME>                                TRIARC CONSUMER PRODUCTS GROUP, LLC
<MULTIPLIER>                          1,000
<CURRENCY>                            US DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          12-MOS
<FISCAL-YEAR-END>                      JAN-03-1999
<PERIOD-START>                         DEC-29-1997
<PERIOD-END>                           JAN-03-1999
<EXCHANGE-RATE>                                  1
<CASH>                                      72,792
<SECURITIES>                                     0
<RECEIVABLES>                               72,241
<ALLOWANCES>                                 5,551
<INVENTORY>                                 46,761
<CURRENT-ASSETS>                           212,435
<PP&E>                                      49,922
<DEPRECIATION>                              24,602
<TOTAL-ASSETS>                             790,970
<CURRENT-LIABILITIES>                      157,201
<BONDS>                                    560,977
<PREFERRED-MANDATORY>                       87,587
<PREFERRED>                                      0
<COMMON>                                       852
<OTHER-SE>                                 (45,573)
<TOTAL-LIABILITY-AND-EQUITY>               790,970
<SALES>                                    735,436
<TOTAL-REVENUES>                           815,036
<CGS>                                      390,883
<TOTAL-COSTS>                              390,883
<OTHER-EXPENSES>                                 0
<LOSS-PROVISION>                             2,387
<INTEREST-EXPENSE>                          60,235
<INCOME-PRETAX>                             55,271
<INCOME-TAX>                               (25,284)
<INCOME-CONTINUING>                         29,987
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                29,987
<EPS-PRIMARY>                                    0
<EPS-DILUTED>                                    0
        


<PAGE>


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>79
<DESCRIPTION>FDS 27.2
<TEXT>

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FOR THE YEAR ENDED
JANUARY 3, 1999 EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF 
TRIARC BEVERAGE HOLDINGS CORP. INCLUDED IN THE ACCOMPANYING FORM S-4 OF 
TRIARC CONSUMER PRODUCTS GROUP, LLC FOR THE YEAR ENDED JANUARY 3, 1999 
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM S-4.
</LEGEND>
<CIK>                           0001086093
<NAME>                          TRIARC BEVERAGE HOLDINGS CORP.
<MULTIPLIER>                    1,000
<CURRENCY>                      US DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        12-MOS
<FISCAL-YEAR-END>                    JAN-03-1999
<PERIOD-START>                       DEC-29-1997
<PERIOD-END>                         JAN-03-1999
<EXCHANGE-RATE>                                1
<CASH>                                    39,410
<SECURITIES>                                   0
<RECEIVABLES>                             38,585
<ALLOWANCES>                               2,855
<INVENTORY>                               38,397
<CURRENT-ASSETS>                         128,497
<PP&E>                                    25,637
<DEPRECIATION>                             9,814
<TOTAL-ASSETS>                           493,011
<CURRENT-LIABILITIES>                     93,213
<BONDS>                                  282,951
<PREFERRED-MANDATORY>                     87,587
<PREFERRED>                                    0
<COMMON>                                     850
<OTHER-SE>                                (7,906)
<TOTAL-LIABILITY-AND-EQUITY>             493,011
<SALES>                                  582,862
<TOTAL-REVENUES>                         582,862
<CGS>                                    342,107
<TOTAL-COSTS>                            342,107
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                             969
<INTEREST-EXPENSE>                        28,587
<INCOME-PRETAX>                           32,432
<INCOME-TAX>                             (13,691)
<INCOME-CONTINUING>                       18,741
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                              18,741
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


<PAGE>



</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>80
<DESCRIPTION>EXHIBIT 99.1
<TEXT>


<PAGE>


                       TRIARC CONSUMER PRODUCTS GROUP, LLC
                          TRIARC BEVERAGE HOLDING CORP.

                              LETTER OF TRANSMITTAL


                          TO TENDER FOR EXCHANGE THEIR
                   10 1/4% SENIOR SUBORDINATED NOTES DUE 2009


            THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
         TIME, ON              , 1999, UNLESS EXTENDED (THE "EXPIRATION
           DATE"). TENDERS OF INITIAL NOTES MAY BE WITHDRAWN PRIOR TO
             5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


               Delivery to: The Bank of New York, Exchange Agent

<TABLE>
<S>                                  <C>                                   <C>
By Registered or Certified Mail:         By Facsimile in New York:          By Overnight Courier or Hand:
     The Bank of New York             (for Eligible Institutions only)           The Bank of New York
  101 Barclay Street-Floor 7E                  (212) 815-6339                     101 Barclay Street
   New York, New York 10286                                                 Corporate Trust Service Window
    Attention:  [_______]                  Confirm by Telephone:                     Ground Floor
                                            (212) 815- [_______]               New York, New York 10286
                                                                                 Attention: [_______]
</TABLE>


     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.

     PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.

     The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated                , 1999 (the "Prospectus"), of Triarc Consumer
Products Group, LLC, a Delaware limited liability company (the "Company"), and
Triarc Beverage Holdings Corp. (together with the Company, the "Issuers"), and
this Letter of Transmittal (the "Letter"), which together constitute the
Issuers' offer (the "Exchange Offer") to exchange $300,000,000 in aggregate
principal amount of their 10 1/4% Senior Subordinated Notes due 2009 (the
"Exchange Notes"), for a like principal amount of their outstanding 10 1/4%
Senior Subordinated Notes due 2009 (the "Initial Notes") that were issued
and sold in reliance upon




<PAGE>
<PAGE>


                                                                               2


an exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act").

     For each Initial Note accepted for exchange, the holder of such Initial
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Initial Note.

     This Letter is to be completed by a holder of Notes either if certificates
are to be forwarded herewith or if a tender of certificates for Initial Notes,
if available, is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering Initial Notes-Book-Entry Delivery Procedure" section of
the Prospectus and an Agent's Message (as defined herein) is not delivered.
Delivery of this Letter and any other required documents should be made to the
Exchange Agent. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.

     Holders of Initial Notes whose certificates are not immediately available,
or who are unable to deliver their certificates (or cannot obtain a confirmation
of the book-entry tender of their Initial Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") on a
timely basis) and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Initial Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer-Procedures for Tendering Initial Notes-Guaranteed Delivery Procedure"
section of the Prospectus. See Instruction 1.

     The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer. Holders who wish to exchange their Initial Notes must
complete this Letter in its entirety.

     THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.






<PAGE>
<PAGE>


                                                                               3



     List below the Initial Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Initial Notes should be listed on a separate signed schedule affixed to this
Letter.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                    DESCRIPTION OF INITIAL NOTES
                                        (SEE INSTRUCTION 2)
------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>              <C>
                                                                     Aggregate                        
                                                                     Principal         Principal
Name(s) and Address(es) of Registered Holder(s)                       Amount             Amount
 Exactly as Name(s) appear(s) on Initial Notes     Certificate      Represented       Tendered (if
          (Please fill in, if blank)                Number(s)*    by Certificate    less than all)**
------------------------------------------------------------------------------------------------------

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

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

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

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

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

                                                 -----------------------------------------------------
                                                      Total
------------------------------------------------------------------------------------------------------
 *  Need not be completed if Initial Notes are being tendered by book-entry transfer.

**  Unless otherwise indicated in this column, the holder will be deemed to have tendered the full
    aggregate principal amount represented by such Initial Notes. See Instruction 2. Initial Notes
    tendered hereby must be in integral multiples of $1,000. See Instruction 1.
------------------------------------------------------------------------------------------------------
</TABLE>

[ ]  CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
     BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution: ____________________________________________

     Account Number: ________________________ Transaction Code Number: _________

     By crediting Initial Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of
Initial Notes acknowledges and agrees to be bound by the terms of this Letter,
the participant in ATOP confirms on behalf of itself and the beneficial owners
of such Initial Notes all provisions of this Letter applicable to it and such
beneficial owners as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.




<PAGE>
<PAGE>


                                                                               4



[ ]  CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

     Name(s) of Registered Holder(s): __________________________________________

     Window Ticket Number (if any): ____________________________________________

     Date of Execution of Notice of Guaranteed Delivery: _______________________

     Name of Eligible Institution that Guaranteed Delivery: ____________________

     IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

     Account Number:___________________ Transaction Code Number: _______________

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER.

[ ]  CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
     AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

     Name: _____________________________________________________________________

     Address: __________________________________________________________________

              __________________________________________________________________






<PAGE>
<PAGE>


                                                                               5


               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the aggregate principal
amount of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Initial Notes as are being tendered
hereby.

     The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of the Issuers in connection with
the Exchange Offer) with respect to the tendered Initial Notes with full power
of substitution to (i) deliver such Initial Notes, or transfer ownership of such
Initial Notes on the account books maintained by the Book-Entry Transfer
Facility, to the Issuers and deliver all accompanying evidences of transfer and
authenticity, and (ii) present such Initial Notes for transfer on the books of
the Issuers and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Initial Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed to be irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that the Issuers will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Issuers.

     The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Initial Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchases Initial Notes from the Issuers to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes and are not participating in, and do not intend to participate
in, the distribution of the Exchange Notes. The undersigned acknowledges that
the Issuers do not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in




<PAGE>
<PAGE>


                                                                               6



the context of a no-action letter, and there can be no assurance that the staff
of the SEC would make a similar determination with respect to the Exchange Offer
as in other circumstances. The undersigned acknowledges that any holder that is
an affiliate of the Issuers, or is participating in or intends to participate in
or has any arrangement or understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, (i) cannot rely on
the applicable interpretations of the staff of the SEC and (ii) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

     The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such holder or such
other person is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Issuers or, if such holder or such other person is an affiliate,
such holder or such other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaging in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Initial Notes, it represents that the
Initial Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale, offer to resell or
other transfer of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

     The undersigned also warrants that acceptance of any tendered Initial Notes
by the Issuers and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuers of certain of their obligations
under the Registration Rights Agreement.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Initial Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in this Letter.

     The undersigned understands that tenders of the Initial Notes pursuant to
any one of the procedures described under "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement




<PAGE>
<PAGE>


                                                                               7



between the undersigned and the Issuers in accordance with the terms and subject
to the conditions of the Exchange Offer.

     The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" the
Issuers may not be required to accept for exchange any of the Initial Notes
tendered. Initial Notes not accepted for exchange or withdrawn will be returned
to the undersigned at the address set forth below unless otherwise indicated
under "Special Delivery Instructions" below.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Initial Notes for any Initial Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Initial Notes, please credit the account indicated above maintained
at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Exchange Notes issued in exchange for the Initial Notes accepted for
exchange (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) in the names of the person(s) so indicated.
The undersigned recognizes that the Issuers have no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Initial Notes from the name of the registered holder(s) thereof if the
Issuers do not accept for exchange any of the Initial Notes so tendered for
exchange.

     THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN
INITIAL NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO
SUCH INITIAL NOTES AS OF THE DATE OF TENDER OF SUCH INITIAL NOTES TO EXECUTE AND
DELIVER THIS LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR
PURPOSES OF THIS LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH
BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS.





<PAGE>
<PAGE>


                                                                               8


     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.


<TABLE>
<S>                                                          <C>
             SPECIAL ISSUANCE INSTRUCTIONS                               SPECIAL DELIVERY INSTRUCTIONS
             (SEE INSTRUCTIONS 3, 4 AND 5)                               (SEE INSTRUCTIONS 3, 4 AND 5)

  To be completed ONLY if certificates for Initial              To be completed ONLY if certificates for Initial
Notes not tendered or not accepted for exchange,              Notes not tendered or not accepted for exchange,    
or Exchange Notes issued in exchange for Initial              or Exchange Notes issued in exchange for Initial    
Notes accepted for exchange, are to be issued in              Notes accepted for exchange, are to be sent to      
the name of and sent to someone other than the                someone other than the undersigned or to the        
undersigned, or if Initial Notes delivered by                 undersigned at an address other than shown in the   
book-entry transfer which are not accepted for                box entitled "Description of Initial Notes" above.  
exchange are to be returned by credit to an                   
account maintained at the Book-Entry Transfer
Facility other than the account indicated above.

Issue (certificates) to:                                      Mail to:

Name(s):__________________________________________            Name(s):___________________________________________
             (PLEASE TYPE OR PRINT)                                         (PLEASE TYPE OR PRINT)

__________________________________________________            ___________________________________________________
             (PLEASE TYPE OR PRINT)                                         (PLEASE TYPE OR PRINT)

Address:  ________________________________________            Address:  _________________________________________

__________________________________________________            ___________________________________________________
              (INCLUDE ZIP CODE)                                             (INCLUDE ZIP CODE)

__________________________________________________            ___________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)            TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER

            (COMPLETE SUBSTITUTE FORM W-9)                              (COMPLETE SUBSTITUTE FORM W-9)


[ ] Credit unexchanged Initial Notes delivered by
    book-entry transfer to the Book-Entry Transfer
    Facility account set forth below.


    ______________________________________________
             (BOOK-ENTRY TRANSFER FACILITY
            ACCOUNT NUMBER, IF APPLICABLE)
</TABLE>


IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


                  PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.




<PAGE>
<PAGE>


                                                                               9



                                PLEASE SIGN HERE

            (TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
               INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)

     (PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)


X ____________________________________________________   _________________, 1999

X ____________________________________________________   _________________, 1999
                SIGNATURE(S) OF OWNER(S)                        DATE

   AREA CODE AND TELEPHONE NUMBER:__________________________________________

   IF A HOLDER IS TENDERING ANY INITIAL NOTES, THIS LETTER MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE INITIAL NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF INITIAL
NOTES BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY
COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE
TRANSMITTED WITH THIS LETTER. IF INITIAL NOTES TO WHICH THIS LETTER RELATES ARE
HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN
THIS LETTER. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, THEN
SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS
WAIVED BY THE ISSUERS, SUBMIT EVIDENCE SATISFACTORY TO THE ISSUERS OF SUCH
PERSON'S AUTHORITY TO SO ACT. SEE INSTRUCTION 3.

NAME(S):________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
________________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
CAPACITY: ______________________________________________________________________

ADDRESS:  ______________________________________________________________________

________________________________________________________________________________
                              (INCLUDING ZIP CODE)


                 SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
                         (IF REQUIRED BY INSTRUCTION 3)

SIGNATURE(S) GUARANTEED BY
AN ELIGIBLE INSTITUTION: _______________________________________________________
                             (AUTHORIZED SIGNATURE)

________________________________________________________________________________
                                     (TITLE)

________________________________________________________________________________
                                 (NAME OF FIRM)

________________________________________________________________________________
                           (ADDRESS, INCLUDE ZIP CODE)

________________________________________________________________________________
                        (AREA CODE AND TELEPHONE NUMBER)

DATED:_________________________, 1999





<PAGE>
<PAGE>


                                                                              10



                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER


1.   DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY PROCEDURES.

     This Letter is to be completed by noteholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange Offer--Procedures
for Tendering Initial Notes--Book-Entry Transfer" section of the Prospectus and
an Agent's Message is not delivered. Certificates for all physically tendered
Initial Notes, or Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed Letter (or manually signed facsimile
hereof) and any other documents required by this Letter, must be received by the
Exchange Agent at the address set forth herein on or prior to 5:00 p.m., New
York City time, on the Expiration Date, or the tendering holder must comply with
the guaranteed delivery procedures set forth below. Initial Notes tendered
hereby must be in denominations of principal amount that are integral multiples
of $1,000. The term "Agent's Message" means a message, transmitted by The
Depository Trust Company and received by the Exchange Agent and forming a part
of the Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from a participant tendering
Initial Notes which are subject to the Book-Entry Confirmation and that such
participant has received and agrees to be bound by this Letter and that the
Issuers may enforce this Letter against such participant.

     Noteholders who wish to tender their Initial Notes and (a) whose
certificates for Initial Notes are not immediately available, or (b) who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date, or (c) who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Initial
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Guaranteed Delivery Procedure"
section of the Prospectus. Pursuant to such procedures,

     (i)  such tender must be made through an Eligible Institution (as defined
          in Instruction 3 below),

     (ii) on or prior to the Expiration Date, the Exchange Agent must receive
          from such Eligible Institution a properly completed and duly executed
          Letter (or a facsimile thereof or an Agent's Message in lieu hereof)
          and Notice of Guaranteed Delivery, substantially in the form provided
          by the Issuers (by telegram, telex, facsimile transmission, mail or
          hand delivery), setting forth the name and address of the holder of
          Initial Notes and the amount of Initial Notes tendered, stating that
          the tender is being made thereby and guaranteeing that within three
          New York Stock Exchange ("NYSE") trading days after the date of
          execution of the Notice of Guaranteed Delivery, the certificates for
          all





<PAGE>
<PAGE>


                                                                              11


          physically tendered Initial Notes, or a Book-Entry Confirmation, and
          any other documents required by the Letter will be deposited by the
          Eligible Institution with the Exchange Agent, and

    (iii) the certificates for all physically tendered Initial Notes, in proper
          form for transfer, or Book-Entry Confirmation, as the case may be, and
          all other documents required by this Letter, are received by the
          Exchange Agent within three NYSE trading days after the date of
          execution of the Notice of Guaranteed Delivery.

     The method of delivery of this Letter, the Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.

     See "The Exchange Offer" section of the Prospectus.

2.   PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
     TRANSFER).

     Tenders of Initial Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Initial Notes is
tendered, the tendering holder(s) should fill in the principal amount of Initial
Notes to be tendered in the box above entitled "Description of Initial Notes."
The entire principal amount of the Initial Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of Initial Notes is not tendered, then Initial Notes for the
principal amount of Initial Notes not tendered and Exchange Notes issued in
exchange for any Initial Notes accepted will be sent to the holder at his or her
registered address, unless otherwise provided in the appropriate box on this
Letter, promptly after the Initial Notes are accepted for exchange.

3.   SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
     SIGNATURES.

     If this Letter is signed by the registered holder of the Initial Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Initial Notes without alteration,
enlargement or any change whatsoever.

     If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Initial Notes.

     If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.




<PAGE>
<PAGE>


                                                                              12



     If any tendered Initial Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.

     When this Letter is signed by the registered holder or holders of the
Initial Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial Notes are to be reissued, to a
person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.

     If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

     If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
evidence satisfactory to the Issuers of their authority to so act must be
submitted with the Letter.

     Endorsements on certificates for Initial Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").

     Signatures on this Letter need not be guaranteed by an Eligible Institution
if the Initial Notes are tendered: (i) by a registered holder of Initial Notes
(which term, for purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a security position
listing as the holder of such Initial Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter, or (ii) for the account of an Eligible Institution.

4.   SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

     Tendering holders of Initial Notes should indicate, in the applicable box
or boxes, the name and address (or account at the Book-Entry Transfer Facility)
to which Exchange Notes issued pursuant to the Exchange Offer, or substitute
Initial Notes not tendered or accepted for exchange, are to be issued or sent,
if different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. Holders tendering
Initial Notes




<PAGE>
<PAGE>


                                                                              13



by book-entry transfer may request that Initial Notes not exchanged be credited
to such account maintained at the Book-Entry Transfer Facility as such
noteholder may designate hereon. If no such instructions are given, such Initial
Notes not exchanged will be returned to the name or address of the person
signing this Letter.

5.   TAX IDENTIFICATION NUMBER.

     Under the federal income tax laws, payments that may be made by the Issuers
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to backup withholding at the rate of 31%. In order to avoid such backup
withholding, each tendering holder should complete and sign the Substitute Form
W-9 included in this Letter and either (a) provide the correct taxpayer
identification number ("TIN") and certify, under penalties of perjury, that the
TIN provided is correct and that (i) the holder has not been notified by the
Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date the
Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Issuers (or
the Paying Agent under the Indenture governing the Exchange Notes) shall retain
31% of payments made to the tendering holder during the sixty (60) day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent or the Issuers with his or her TIN within sixty (60) days after
the date of the Substitute Form W-9, the Issuers (or the Paying Agent) shall
remit such amounts retained during the sixty (60) day period to the holder and
no further amounts shall be retained or withheld from payments made to the
holder thereafter. If, however, the holder has not provided the Exchange Agent
or the Issuers with his or her TIN within such sixty (60) day period, the
Issuers (or the Paying Agent) shall remit such previously retained amounts to
the IRS as backup withholding. In general, if a holder is an individual, the
taxpayer identification number is the Social Security number of such individual.
If the Exchange Agent or the Issuer is not provided with the correct taxpayer
identification number, the holder may be subject to a $50 penalty imposed by the
IRS. Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Initial Notes are
registered in more than one name), consult the enclosed Guidelines for
certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines").

     Failure to complete the Substitute Form W-9 will not, by itself, cause
Initial Notes to be deemed invalidly tendered, but may require the Issuers (or
the Paying Agent) to withhold




<PAGE>
<PAGE>


                                                                              14



31% of the amount of any payments made on account of the Exchange Notes. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.

6.   TRANSFER TAXES.

     The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Initial Notes to it or its order pursuant to the Exchange Offer. If, however,
Exchange Notes or substitute Initial Notes not exchanged are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered holder of the Initial Notes tendered hereby, or if tendered Initial
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Initial Notes to the Issuers or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter, the amount of such transfer taxes will be billed
directly to such tendering holder.

     Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

7.   WAIVER OF CONDITIONS.

     The Issuers reserve the absolute right to amend, waive or modify, in whole
or in part, any or all conditions to the Exchange Offer.

8.   NO CONDITIONAL TENDERS.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.

     Neither the Issuers, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Initial Notes nor shall any of them incur any liability for failure to give any
such notice.

9.   MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.

     Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Initial Notes have been replaced.




<PAGE>
<PAGE>


                                                                              15



10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

     Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter and the Notice of Guaranteed
Delivery, may be directed to the Exchange Agent, at the address and telephone
number indicated above.

11.  INCORPORATION OF LETTER OF TRANSMITTAL.

     This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Initial Notes so tendered.

12.  WITHDRAWALS.

     Tenders of Initial Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.




<PAGE>
<PAGE>


                                                                              16



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                               (SEE INSTRUCTION 5)

            PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                           PAYER'S NAME:  TRIARC CONSUMER PRODUCTS GROUP, LLC
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                <C>
              SUBSTITUTE                   PART I -- PLEASE PROVIDE YOUR
                                           TAXPAYER IDENTIFICATION NUMBER IN
               Form W-9                    THE BOX AT RIGHT AND CERTIFY BY                   ___________________________________
      DEPARTMENT OF THE TREASURY           SIGNING AND DATING BELOW.  See the                     Social Security Number(s)
       INTERNAL REVENUE SERVICE            enclosed "Guidelines for Certification of
                                           Taxpayer Identification Number on Substitute                      OR
     PAYER'S REQUEST FOR TAXPAYER          Form W-9" for instructions.
      IDENTIFICATION NUMBER (TIN)                                                            ___________________________________
                                                                                              Employer Identification Number(s)

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

                                           PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)
          PLEASE FILL IN YOUR
        NAME AND ADDRESS BELOW
                                         -------------------------------------------------------------------------------------------
                                           CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
                                              (1) The number  shown on this form is my correct taxpayer identification number (or I
Name: ______________________________              am waiting for a number to be issued to me), and
                                              (2) I am not subject to backup withholding either because I have not been notified by
____________________________________              the Internal Revenue Service ("IRS") that I am subject to backup withholding as
     Address (Number and Street)                  a result of a failure to report all interest or dividends or the IRS has notified
                                                  me that I am no longer subject to backup withholding.
____________________________________     -------------------------------------------------------------------------------------------
      City, State and Zip Code              CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification if  
                                            you have been notified by the IRS that you are subject to backup withholding because 
                                            of under reporting of interest or dividends on your tax return. However, if after    
                                            being notified by the IRS that you were subject to backup withholding you received   
                                            another notification from IRS stating that you are no longer subject to backup       
                                            withholding, do not cross out item (2).                                              

                                            Signature: _________________________________________ Date: __________________________

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payer, 31 percent of
all payments made to me on account of the Exchange Notes shall be retained until
I provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty (60) days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31 percent of all reportable payments made to me thereafter will be withheld
and remitted to the Internal Revenue Service until I provide a taxpayer
identification number.

Signature: _________________________________           Date: ___________________


    NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
          WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE
          NOTES. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION
          OF TAXPAYER STATUS" FOR ADDITIONAL DETAILS.





<PAGE>
<PAGE>


                                                                              17



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.


<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT:                          GIVE THE SOCIAL SECURITY NUMBER OF--
--------------------------------------------------------------------------------------------
<S>                                                   <C>
1.   An  individual's account                      The individual
2.   Two or more individuals (joint                The actual owner of the account or, if
     account)                                      combined funds, the first individual on
                                                   the account (l)
3.   Husband and wife (joint account)              The actual owner of the account or, if
                                                   joint funds, either person (1)
4.   Custodian account of a minor                  The minor (2)
     (Uniform Gift to Minors Act)
5.   Adult and minor (joint account)               The adult or, if the minor is the only  
                                                   contributor, the minor (1)              
6.   Account in the name of guardian,              The ward, minor or incompetent person
     or committee for a designated                 (3)
     ward, minor or incompetent
     person
7.   a.  The  usual revocable                      The grantor-trustee (l)
         savings trust account
         (grantor is also trustee)
     b.  So-called trust account that              The actual owner(l)
         is not a legal or valid trust
         under State law
8.   Sole proprietorship account                   The owner (4)
9.   A valid trust, estate, or pension             The legal entity (5)
     trust
10.  Corporate account                             The corporation
11.  Religious, charitable, or                     The organization
     educational organization account
12.  Partnership account held in the               The partnership
     name of the business
13.  Association, club or other                    The organization
     tax-exempt organization
14.  A broker or registered nominee                The broker or nominee
</TABLE>





<PAGE>
<PAGE>


                                                                              18



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9


<TABLE>
<S>                                                 <C>
15.  Account with the Department of                 The public entity
     Agriculture in the name of a public
     entity (such as a State or local
     government, school district, or
     prison) that receives agricultural
     program payments.
</TABLE>
--------------------------------------------------------------------------------

(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has a Social Security number, that
     person's number must be furnished.
(2)  Circle the minor's name and furnish the minor's Social Security number.
(3)  Circle the ward's, minor's or incompetent person's name and furnish such
     person's social security number.
(4)  Show the name of the owner. You may also enter your business or "doing
     business as" name. You may use either your Social Security number or
     employer identification number (if you have one).
(5)  List first and circle the name of the legal trust, estate, or pension
     trust. (Do not furnish the TIN of the personal representative or trustee
     unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.


OBTAINING A NUMBER

     If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

     Payees specifically exempted from backup withholding on ALL payments
include the following:

     A corporation.

     A financial institution.

     An organization exempt from tax under Section 501(a) of the Internal
     Revenue Code, as amended (the "Code"), or an individual retirement plan or
     a custodial account under Section 403(b)(7) of the Code.

     The United States, or any agency or instrumentality thereof.

     A State, the District of Columbia, a possession of the United States, or
     any subdivision or instrumentality thereof.




<PAGE>
<PAGE>


                                                                              19


             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

     A foreign government, a political subdivision of a foreign government, or
     any agency or instrumentality thereof.

     An international organization or any agency, or instrumentality thereof.
         
     A registered dealer in securities or commodities registered in the U.S., or
     a possession of the U.S.
         
     A real estate investment trust.
         
     A common trust fund operated by a bank under Section 584(a) of the Code.
        
     A trust exempt from tax under Section 664 or described in Section 4947 of
     the Code.
         
     An entity registered at all times under the Investment Company Act of 1940.
         
     A foreign central bank of issue.

     Payments of interest not generally subject to backup withholding include
the following:

     Payments of interest on obligations issued by individuals.

     Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

     Payments of tax-exempt interest (including exempt-interest dividends under
     Section 852 of the Code).
         
     Payments described in section 6049(b)(5) of the Code to non-resident
     aliens.
         
     Payments on tax-free covenant bonds under Section 1451.
         
     Payments made by certain foreign organizations.
         
     Payments made to a nominee.

     Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

     IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP
WITHHOLDING, FILE A COMPLETED INTERNAL REVENUE SERVICE FORM W-8 (CERTIFICATE OF
FOREIGN STATUS) WITH THE PAYER.

     Certain payments, other than interest, dividends, and patronage dividends
that are not subject to information reporting, are also not subject to backup
withholding. For details, see, among other applicable law, Sections 6041,
6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the
regulations promulgated thereunder.




<PAGE>
<PAGE>


                                                                              20



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

     PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give your
correct TIN to payers who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation and to cities, states, and the District of
Columbia to carry out their tax laws. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.

PENALTIES

     (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If
you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

     (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

     (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

     FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

<PAGE>


</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>81
<DESCRIPTION>EXHIBIT 99.2
<TEXT>


<PAGE>


                       TRIARC CONSUMER PRODUCTS GROUP, LLC
                          TRIARC BEVERAGE HOLDING CORP.

                          NOTICE OF GUARANTEED DELIVERY

                          To Tender for Exchange their
                   10 1/4% Senior Subordinated Notes due 2009

     As set forth in the Prospectus dated             , 1999 (the "Prospectus"),
of Triarc Consumer Products Group, LLC, (the "Company") and Triarc Beverage
Holdings Corp. (together with the Company, the "Issuers") and the accompanying
Letter of Transmittal and the instructions thereto, registered holders of
outstanding 10 1/4% Senior Subordinated Notes due 2009 of the Issuers (the
"Initial Notes") who wish to tender their Initial Notes for a like principal
amount of 10 1/4% Senior Subordinated Notes due 2009 of the Issuers (the
"Exchange Notes") and whose Initial Notes are not immediately available or
who are unable to deliver their certificates (or obtain confirmation of the
procedure for book-entry transfer on a timely basis) and all other required
documents to reach The Bank of New York (the "Exchange Agent") prior to
5:00 p.m., New York City time, on             , 1999 (the "Expiration Date")
may use this form or one substantially equivalent hereto. This Notice of
Guaranteed Delivery may be delivered or transmitted by telegram, telex,
facsimile transmission, mail or hand delivery to the Exchange Agent as
set forth below. In addition, in order to utilize the guaranteed delivery
procedure to tender Initial Notes, a completed, signed and dated Letter of
Transmittal (or facsimile thereof) must also be received by the Exchange Agent
prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized
terms not defined herein are defined in the Prospectus.


               Delivery to: The Bank of New York, Exchange Agent

<TABLE>
<S>                                  <C>                                  <C>
By Registered or Certified Mail:         By Facsimile in New York:          By Overnight Courier or Hand:
    The Bank of New York             (for Eligible Institutions only)           The Bank of New York
  101 Barclay Street-Floor 7E                  (212) 815-6339                     101 Barclay Street
   New York, New York 10286                                                 Corporate Trust Service Window
    Attention: [_________]                 Confirm by Telephone:                     Ground Floor
                                             (212) [_________]                 New York, New York 10286
                                                                                Attention: [_________]
</TABLE>

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.

     This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Initial Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the Letter
of Transmittal.



<PAGE>
<PAGE>


                                                                               2



Ladies and Gentlemen:

     Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuers the principal amount of Initial Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer-Procedures for
Tendering Initial Notes--Guaranteed Delivery Procedure" section of the
Prospectus, receipt of which is hereby acknowledged.


<TABLE>
<S>                                                 <C>
Principal Amount of Initial Notes Tendered           Name of Record Holder:                           
(must be in integral multiples of $1,000):                                                            
                                                                                                      
$______________________________________              _______________________________________________  
                                                                 (Please Type or Print)               
                                                                                                      
                                                     _______________________________________________  
                                                                 (Please Type or Print)               
Certificate Nos. (if available):                                                                      
                                                     If Initial Notes will be delivered by book-entry 
_______________________________________________      transfer to The Depository Trust Company:        
                                                                                                      
                                                     Name of Tendering Institution:  _______________  
_______________________________________________                                                       
                                                     Account Number:  ______________________________  
Total Principal Amount Represented by Initial        
Notes Certificates(s):

$ _____________________________________________
</TABLE>


     ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.





<PAGE>
<PAGE>


                                                                               3


                                PLEASE SIGN HERE
                   (To Be Completed by All Tendering Holders)


x___________________________________________________       _____________________

x___________________________________________________       _____________________
  Signature(s) of Owner(s) or Authorized Signatory                 Date

Area Code and Telephone Number: ____________________

     This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Initial Notes exactly as their name(s) appear(s) on certificate(s)
for Initial Notes or on a security position listing as the owner of Initial
Notes, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Notice of Guaranteed Delivery. If Initial Notes to which
this Notice of Guaranteed Delivery relates are held of record by two or more
joint holders, then all such holders must sign this Notice or Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must (i) set forth his or her full title
below and (ii) unless waived by the Issuers, submit evidence satisfactory to the
Issuers of such person's authority to so act.

Name(s):________________________________________________________________________
                             (Please Type or Print)

________________________________________________________________________________
                             (Please Type or Print)

Capacity: ______________________________________________________________________

Address:  ______________________________________________________________________

________________________________________________________________________________
                              (Including Zip Code)





<PAGE>
<PAGE>


                                                                               4




                                    GUARANTEE

     The undersigned, a member of a registered national securities exchange, or
a member of the National Association of Securities Dealers, Inc., or a
commercial bank, a clearing agency, insured credit union, a savings association
or, or trust company having an office or correspondent in the United States or
an "eligible guarantor" institution within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that to deliver
the certificates representing the principal amount of Initial Notes tendered
hereby in proper form for transfer (or confirmation of the book-entry transfer
of such Initial Notes into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures for book-entry transfer set forth in the
Prospectus), together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantee and any other documents required by the Letter of
Transmittal, to the Exchange Agent at one of the addresses set forth above, no
later than three New York Stock Exchange trading days after the date of
execution hereof.

     The undersigned acknowledges that it must deliver the Letter of Transmittal
and Initial Notes tendered hereby to the Exchange Agent with the time period set
forth herein and that failure to do so could result in financial loss to the
undersigned.



Name of Firm:  ___________________________________________________________

Address:  ________________________________________________________________

          ________________________________________________________________
                            (Including Zip Code)

Area Code and Telephone Number:  _________________________________________

Authorized Signature:  ___________________________________________________

Name:  ___________________________________________________________________
                           (Please Type of Print)

Title:  __________________________________________________________________


Dated:_________________________, 1999


NOTE:    DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM.
         CERTIFICATES FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR
         LETTER OF TRANSMITTAL.



<PAGE>



</TEXT>

</DOCUMENT>
</SUBMISSION>
