



<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
 

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<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:
 
                                       37
 

<PAGE>

<PAGE>
          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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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
 
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<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
 

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<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
 

<PAGE>

<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
 
                                       61
 

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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
 
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<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
 
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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
 
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<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.
 
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<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)
 
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<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.
 
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<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
 
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<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
 
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<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
 
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<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.
 
                                       87
 

<PAGE>

<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
 
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<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
 
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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.'
 
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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
 
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<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.'
 
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<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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<PAGE>
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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        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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          (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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<PAGE>
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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     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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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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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
 
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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
 
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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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<PAGE>
     '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
 
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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' 




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