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DWG TRANSACTION COMPLETED; NELSON PELTZ AND PETER MAY ASSUME CONTROL

 -- Corporate Name to be Changed to Triarc Companies, Inc., to Symbolize New Beginning
 -- New Chief Executives Also Announced at Royal Crown, Arby's, and National Propane Subsidiaries
 MIAMI, April 26 /PRNewswire/ -- At its first meeting after the April 23 completion of the transaction in which Nelson Peltz and Peter May acquired the controlling interest in DWG Corporation (AMEX: DWG), the board of directors of DWG announced new management for the company as a whole and the appointment of chief executive officers for three of its major businesses.
 In addition, it was announced that subject to shareholder approval, DWG Corporation will be renamed Triarc Companies, Inc. to symbolize a "new beginning" for the company.
 The company announced that Mr. Peltz will serve as chairman and chief executive officer of the company and Mr. May will assume the position of president and chief operating officer. Mr. Peltz and Mr. May were formerly chairman and CEO and president and COO, respectively, of Triangle Industries, which owned American National Can, the world's largest packaging corporation. Leon Kalvaria will have the title of vice chairman. Prior to joining Messrs. Peltz and May, Mr. Kalvaria was a managing director at CS First Boston, an investment banking firm.
 Other management changes announced by the company were as follows:
 -- John C. Carson will assume the position of president and chief executive officer of the company's Royal Crown Cola Company subsidiary. He was formerly president, Cadbury Beverages, North America, a subsidiary of Cadbury Schweppes, PLC.
 -- Donald L. Pierce will assume the position of president and chief executive officer for the company's Arby's, Inc. subsidiary. He was formerly president of Pepsico, Inc.'s Hot 'n Now hamburger chain and prior to that president of Kentucky Fried Chicken-International and president and chief operating officer of Denny's.
 -- Ronald D. Paliughi will assume the position of president and chief executive officer for the company's National Propane Corporation subsidiary. He was formerly senior vice president of AP Propane (a joint venture of Prudential Insurance and Amerigas Propane).
 -- H. Douglas Kingsmore has been promoted to the position of president and chief executive officer of its Graniteville Company subsidiary.
 Mr. Peltz stated, "While DWG faces substantial challenges, its core businesses offer exciting potential for development, growth and profitability in the future. Our objective is to build long-term shareholder value by assuring that each of our businesses has strong management and focused strategies. We have begun this process with the appointment of outstanding executives to lead all of the company's key businesses."
 Mr. May said, "We will be working closely with our new management team to improve operating efficiencies by decentralizing decision making, providing new capital as well as investing in marketing and advertising programs, encouraging creativity and developing teamwork to take full advantage of market opportunities."
 Mr. Kalvaria noted, "We have taken important steps toward strengthening the company's financial structure. The debt financing and equity offering will enable us to repay high cost debt and provide the capital necessary to support the growth plans of the company's businesses."
 The Transactions
 In the transactions leading to the change of control, Victor Posner and his affiliates sold half of their 11,965,733 DWG common shares to DWG Acquisition Group, a limited partnership of which Messrs. Peltz and May are the sole general partners, for $12 per share in cash, or an aggregate of $71.8 million. Mr. Posner and his affiliates exchanged their remaining DWG common shares for the company's 8-1/8 percent non- voting, cumulative convertible preferred stock. The preferred stock is convertible into common shares, which will be non-voting as long as they are owned by Mr. Posner or his affiliates, at a conversion price of $14.40 per share.
 Along with the completion of these transactions, the company also announced Friday that it received $10 million through the sale of 833,332 shares of common stock to DLJ Capital Corporation and Merrill Lynch (or an affiliate thereof) and that its subsidiaries Royal Crown Corporation and Graniteville Company consummated an aggregate of $405 million in debt financing. Proceeds of the debt financing were used to repay approximately $93 million of Royal Crown's existing debt, approximately $78 million of Graniteville's existing debt and approximately $66 million of other existing indebtedness of the company and its subsidiaries, National Propane Corporation and Southeastern Public Service Company. In addition, the debt and equity financings provide approximately $100 million for working capital, capital expenditures and general corporate purposes of the company and its subsidiaries.
 Reconstituted Board of Directors
 In connection with the consummation of the above transactions, the board of directors of the company was reconstructed to consist of the following 13 persons: Russell A. Boyle, Harold E. Kelley, Richard M. Kerger, H. Douglas Kingsmore and Daniel R. McCarthy will continue to serves as directors; Irving Mitchell Felt, Leon Kalvaria, Peter May, William L. Pallot, Nelson Peltz, Thomas A. Prendergast, Martin Rosen and Steven Weisglass were elected directors of the company. Victor Posner and his son, Steven Posner, resigned as directors, officers and employees of the company and its subsidiaries. Steven Posner will continue to serve the company for five years as a consultant.
 Settlement of Ehrman Litigation
 The company also announced that the board of directors had approved a settlement of litigation brought derivatively on behalf of Southeastern Public Service Company against the company and other defendants. Pursuant to the settlement, Southeastern, which is approximately 71 percent owned by the company, would become a wholly owned subsidiary of the company on the following terms: each holder of common stock of Southeastern other than the company will receive, in exchange for each share of common stock of Southeastern, .55 of a share of company Class A common stock and a note having a principal amount of $6. This would result in the issuance of 1,850,628 shares of company Class A common stock. An investment banking firm will be retained to state with respect to such notes that as of the issuance thereof, they will have a fair market value on a fully distributed basis of approximately $6 for each $6 of principal amount. The settlement is conditioned on, among other things, approval of the United States District Court for the Southern District of Florida.
 Role of Chief Judge Thomas D. Lambros
 The transfer of the company's management and control resolves a series of long-standing disputes between Victor Posner and DWG minority shareholders. The lawsuits that led to this change in control were filed in the court of Chief Judge Thomas D. Lambros, United States District Court for the Northern District of Ohio in Cleveland.
 The settlement is the culmination of a four-year effort and countless hours of negotiation presided over by Mr. Lambros, which effort has already significantly increased the market value of the company. The settlement indicates that Mr. Lambros will go to extreme lengths to encourage consensual resolution of disputes, while preserving inviolate the right to trial in instances of durable or hard core disputes.
 Chief Judge Lambros has a national reputation for his innovative management of massive and complex litigation. Recently, all lawsuits related to the crash of USAir flight 405 to Cleveland at Laguardia Airport were assigned by the Judicial Panel on Multi-district Litigation to Mr. Lambros. In addition, Mr. Lambros has devised successful computer assisted procedures to manage thousands of personal injury claims from asbestos exposure filed in Cleveland by asbestos workers and merchant seamen, developed a coupon distribution system to compensate millions of consumers harmed by food price-fixing schemes of certain national grocery chains and developed unprecedented court-annexed medical screening procedures to resolve air traffic controller labor disputes. Mr. Lambros is also recognized for his accomplishments in developing alternative dispute resolution techniques. He is the inventor of the summary jury trial, an alternative dispute resolution technique which reduces potentially lengthy and costly jury trials to a one-day proceeding. He has developed an adversarial interview technique known as SPRINT, an acronym for Simplified Pretrial Informational Transaction, that is being used increasingly by judges across the country as an alternative to the taking of depositions upon oral examination.
 Chief Judge Lambros was appointed to the federal bench in 1967 by President Lyndon B. Johnson. At the time of his appointment in 1967 he was 37 years old and the youngest federal judge in the United States.
 Businesses of DWG
 The company's primary businesses include Royal Crown Cola Co., Arby's Inc., Graniteville Company, National Propane Corporation and Southeastern Public Service Company.
 Royal Crown Cola produces soft drink concentrates which are sold to independent, franchised bottlers. Royal Crown Cola Company's major brands include RC Cola, the third largest branded national cola, Diet RC Cola, Diet Rite, Nehi and Upper 10. Arby's Inc., is the largest franchise restaurant system specializing in roast beef sandwiches, with more than 2,600 restaurants in the United States and abroad. The Graniteville Company is a major manufacturer and marketer of dyed and finished cotton, synthetic and blended (cotton and polyester) fabrics primarily for utility wear and men's, women's and children's sportswear including indigo denim, casual wear and outer wear. National Propane Corporation and its subsidiaries distribute and sell liquefied natural gas for residential, agricultural, commercial and industrial uses. Southeastern Public Service Company is a major provider of various services to utilities and municipalities.
 -0- 4/26/93
 /CONTACT: William Pollert or John Sullivan of DWG, 305-866-7771/
 (DWG)


CO: DWG Corporation ST: Florida IN: SU: PER

GK-TB -- NY105 -- 0928 04/26/93 16:17 EDT
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Publication:PR Newswire
Date:Apr 26, 1993
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