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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                   (MARK ONE)
 (X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                   FOR THE FISCAL YEAR ENDED JANUARY 2, 2000.

                                       OR

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

         FOR THE TRANSITION PERIOD FROM _____________ TO ______________.

                       COMMISSION FILE NUMBER 333-78625-11
                            ------------------------

                         TRIARC BEVERAGE HOLDINGS CORP.

             (Exact Name of Registrant as Specified in its Charter)

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

       Delaware                                            65-0748978
       (State or other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                      Identification No.)

       709 Westchester Avenue
       White Plains, New York                              10604
       (Address of Principal Executive Offices)            (Zip Code)

         Registrant's Telephone Number, Including Area Code: (914) 397-9200
                                 ------------------------
             Securities Registered Pursuant to Section 12(b) of the Act:

                              Name Of Each Exchange
                     Title Of Each Class On Which Registered
                    -------------------- -------------------
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                                      None

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]

         The aggregate market value of the outstanding shares of the
registrant's Common Stock (the only class of the registrant's voting securities)
held by non-affiliates of the registrant was approximately $156,000 as of March
31, 2000. There were 850,500 shares of the registrant's Common Stock outstanding
as of March 31, 2000.

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<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

         Part III of this 10-K incorporates information by reference from an
amendment hereto which will be filed no later than 120 days after January 2,
2000.

<PAGE>



                                     PART I

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

     Certain statements in this Annual Report on Form 10-K, including statements
under "Item 1. Business"and "Item 7.  Management's Discussion and Analysis of
Financial Condition and Results of Operations, "that are not historical facts,
including most importantly, those statements preceded by, followed by, or that
include the words "may," "believes," "expects," "anticipates," or the negation
thereof, or similar expressions, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.  For those
statements, we claim the protection of the safe-harbor for forward-looking
statements contained in the Reform Act.  These forward-looking statements are
based on our expectations and are susceptible to a number of risks,
uncertainties and other factors, and our actual results, performance and
achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.  Such
factors include the following: competition, including product and pricing
pressures; success of operating initiatives; the ability to attract and retain
customers; development and operating costs; 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; changing trends in customer tastes and demographic patterns; the
performance by material customers of their obligations under their purchase
agreements; changes in business strategy or development plans; quality of
management; availability, terms and deployment of capital; business abilities
and judgment of personnel; availability of qualified personnel; labor and
employee benefit costs; availability and cost of raw materials, ingredients and
supplies; general economic, business and political conditions in the countries
and territories in which the Company operates, including the ability to form
successful strategic business alliances with local participants; changes in, or
failure to comply with, government regulations, including accounting standards,
environmental laws and taxation requirements; the costs and other effects of
legal and administrative proceedings; the impact of general economic conditions
on consumer spending; and other risks and uncertainties referred to in this Form
10-K, all of which are difficult or impossible to predict accurately and many
of which are beyond our control. We will not undertake and specifically decline
any obligation to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.  In addition, it is our policy generally not to make any
specific projections as to future earnings, and we do not endorse any
projections regarding future performance that may be made by third parties.

Item 1.    Business.

INTRODUCTION

     We are a holding company 99.9% owned by Triarc Consumer Products Group,
LLC, a wholly-owned subsidiary of Triarc Companies Inc., and, through our
subsidiaries, are a leading premium beverage company.  Our premium beverage
operations are conducted through the Triarc Beverage Group, which consists of
Snapple Beverage Corp., Mistic Brands, Inc. and Stewart's Beverages, Inc.
(formerly known as Cable Car Beverage Corporation). Snapple is a leading
marketer and distributor of premium beverages in the United States.

     For information regarding the revenues, operating profit and assets for our
business for the fiscal year ended January 2, 2000, see "Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our Consolidated Financial Statements.

     We were incorporated in Delaware on April 30, 1997.   Our principal
executive offices are located at 709 Westchester Avenue, White Plains, New York
10604 and our telephone number is (914) 397-9200.



BUSINESS STRATEGY

     The key elements of our business strategy include (i) focusing our
resources on our premium beverages business, (ii) building a strong operating
management team and (iii) providing strategic leadership and financial resources
to enable the management team to develop and implement a specific,
growth-oriented business plan.

     Our senior operating officers have implemented a plan focused on increasing
revenues and improving operating efficiency. In addition, we continuously
evaluate  various acquisitions  and business combinations to augment our
business.  The implementation of this business strategy may result in increases
in expenditures for, among other things, acquisitions and, over time, marketing
and advertising. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."  It is our policy to publicly announce an
acquisition or business combination only after an agreement with respect to such
acquisition or business combination has been reached.

RECENT ACQUISITIONS

     On February 26, 1999, Snapple acquired Millrose Distributors, Inc. for
$17.25 million in cash, subject to adjustment.  Prior to the acquisition,
Millrose was the largest non-company owned distributor of Snapple(R) products
and the second largest distributor of Stewart's (R) products in the United
States. Millrose's distribution territory, which includes parts of New Jersey,
is contiguous to that of Mr. Natural, Inc., our company-owned New York City and
Westchester County distributor.  In 1998, Millrose had net sales of
approximately $39 million.

     On January 2, 2000, Snapple acquired Snapple Distributors of Long Island,
Inc. for $16.8 million in cash, subject to certain post-closing adjustments.
Snapple also agreed to pay $2.0 million over a 10-year period in consideration
for a three-year non-compete agreement by certain of the sellers.  Prior to the
acquisition, Long Island Snapple was the largest non-company owned distributor
of Snapple products and a major distributor of Stewart's products.  Long Island
Snapple had net sales of approximately $30 million in 1999.

     On March 31, 2000 Triarc Companies acquired certain of the assets of
California Beverage Company, including the distribution rights for Snapple,
Mistic and Stewart's products in the City and County of San Francisco,
California, for $1.6 million, subject to post-closing adjustment.  The assets
acquired by Triarc Companies were contributed to our subsidiary Pacific Snapple
Distributors, Inc.

REFINANCING OF INDEBTEDNESS

     On February 25, 1999 we and Triarc Consumer Products Group completed the
sale of $300 million principal amount of 10 1/4% senior subordinated notes due
2009, pursuant to Rule 144A of the Securities Act of 1933 and concurrently our
subsidiaries and subsidiaries of Triarc Consumer Products Group entered into a
$535 million senior secured credit facility.  In conjunction with such
transactions, on February 23, 1999 Triarc Companies contributed to Triarc
Consumer Products Group all of our outstanding capital stock as well as all of
the outstanding capital stock of  RC/Arby's Corporation and Stewart's Beverages,
Inc. and on February 24, 1999 contributed by merger all of the outstanding
capital stock that it owned in two subsidiaries of RC/Arby's.

     In addition, on February 25, 1999 RC/Arby's delivered a notice of
redemption to holders of its $275 million principal amount 9 3/4% senior
secured notes due 2000.  The redemption occurred on March 30, 1999 at a
redemption price of 102.786% of the principal amount, plus accrued and unpaid
interest.
<PAGE>

     The net proceeds from the financings were used to: (a) redeem the RC/Arby's
notes (approximately $287.1 million); (b) refinance the Triarc Beverage Group's
credit facility ($284.3 million principal amount outstanding plus $1.5 million
of accrued interest); (c) pay for the  acquisition of Millrose  (approximately
$17.5 million, including expenses); (d) pay customary fees and expenses
(approximately $30.5 million); and (e) fund a distribution to Triarc Companies,
through Triarc Consumer Products Group, with the remaining proceeds.

     The notes issued pursuant to the private placement have been registered
under the Securities Act of 1933. We were obligated to cause the registration
statement with respect to a registered exchange offer or with respect to resales
of the notes to be declared effective no later than August 24, 1999 or pay
additional interest on the notes of 0.5% per annum until the registration
statement was declared effective and an exchange offer was completed.  The
registration statement was declared effective by the Securities and Exchange
Commission on December 23, 1999 and the exchange offer was completed on January
28, 2000.

FISCAL YEAR

     We have adopted a 52/53 week fiscal convention for the Company and our
subsidiaries whereby our fiscal year ends each year on the Sunday that is
closest to December 31 of such year.  Each fiscal year generally will be
comprised of four 13 week fiscal quarters, although in some years the fourth
quarter will represent a 14 week period.

BUSINESS SEGMENT

                PREMIUM BEVERAGES (SNAPPLE, MISTIC AND STEWART'S)

     Through Snapple, Mistic  and Stewart's, we are a leader in the U.S.
wholesale premium beverage market. According to A.C. Nielsen data, in 1999 our
premium beverage brands had the leading share (33%) of premium beverage sales
volume in convenience stores, grocery stores and mass merchandisers.

Snapple

         Snapple markets and distributes all-natural ready-to-drink teas, fruit
drinks and juices. During 1999, Snapple case sales represented approximately 80%
of our total premium beverage case sales. Since we acquired Snapple in May 1997,
Snapple has strengthened its distributor relationships, improved promotional
initiatives and significantly increased new product introductions and packaging
innovations. These  activities contributed to an increase in Snapple case sales
of 7.3% in 1999 compared to 1998 and 8.4% in 1998 compared to 1997. According
to A.C. Nielsen data, in 1999 Snapple had the leading share (28%) of U.S.
premium beverage sales volume in convenience stores, grocery stores and mass
merchandisers, compared to 10% for the next highest brand.

         We have benefited from the continued growth of our core products as
well as the successful introduction of our innovative new beverages.  New
product introductions contributed to the growth of our core products by
maintaining a sense of freshness and excitement for the overall product line
and enhancing brand imagery for consumers. Case sales of Snapple's top five
products in 1999, which represent 36% of its domestic case sales, have grown
8.8% since December 31, 1997. In April 1999, Snapple introduced Snapple
Elements(TM), a line of juice drinks and teas enhanced with herbal ingredients
to capitalize on, in part, the growing consumer demand for all-natural,
health-oriented products. Snapple Elements is offered in eight flavors. We
expect to introduce at least two new flavors prior to this summer's selling
season. In 1999, Snapple Elements won Beverage World's Globe Design Gold Award
for best overall product design. In 1999, Snapple also introduced several new
fruit drink flavors, including Diet Orange Carrot and Raspberry Peach. In 1998,
Snapple introduced a successful new line of products called WhipperSnapple (R),
which is a smoothie-like beverage. In 1998, WhipperSnapple was named Convenience
Store News' best new non-alcoholic beverage product and won the American
Marketing Association's Edison award for best new beverage product.

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 (R) and Mistic Fruit Blast(TM) brand names. In general, Mistic comple
ments Snapple by appealing to consumers who prefer a sweeter product with
stronger fruit flavors. According to A.C. Nielsen data, in 1999 Mistic had a 3%
share of U.S. premium beverage sales volume in convenience stores,grocery stores
and mass merchandisers. Since Mistic was acquired in August 1995, we have intro
duced 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 a
line of 50% juice drinks,including Orange Carrot,which has become Mistic's best
selling product, Mango Carrot, Tropical Carrot and Orange Mango. Mistic also
introduced Mistic Italian Ice  Smoothies(TM), a smoothie-like beverage, and Sun
Valley Squeeze(TM),a fruit drink packaged in a proprietary 20 ounce bottle with
dramatic graphics. In 1999, Mistic Italian Ice Smoothies was the runner-up to
Snapple Elements and won Beverage World's Globe Design Silver Award for package
design. In March 2000, Mistic introduced Mistic Hip-Hop, juice drinks aimed at
younger consumers which are packaged in 20 ounce bottles that feature graphics
with top-selling hip-hop artists.  Mistic plans to introduce one additional new
major product platform in 2000.

Stewart's

         Stewart's markets and distributes Stewart's brand premium soft drinks,
including Root Beer, Orange N' Cream, Diet Root Beer, Cream Ale, Ginger Beer,
Creamy Style Draft Cola, Classic Key Lime, Lemon Meringue, Cherries N' Cream,
Classic Grape and Peach.  In March 2000,  Stewart's launched "S" (TM), a line
of super premium diet sodas in five flavors in a proprietary bottle.  Stewart's
holds the exclusive perpetual worldwide license to manufacture, distribute and
sell Stewart's brand soft drinks and owns the Fountain Classics (R) trademark.
Through the fourth quarter of 1999, Stewart's has experienced 29 consecutive
quarters of double-digit percentage case sales increases compared to the prior
year's comparable quarter. Overall, Stewart's has grown its case sales by
approximately 13% in 1999 compared to 1998 and approximately 17% in 1998
compared to 1997, primarily by increasing penetration in existing markets,
entering new markets and continuing product innovation.  According to A.C.
Nielsen data, in 1999 Stewart's had a 2% share of U.S. premium beverage sales
volume in convenience stores, grocery stores and mass merchandisers.

Sales and Marketing

         Snapple and Mistic have a combined sales and marketing staff, while
Stewart's 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.
As of January 2, 2000, we employed a sales and marketing staff excluding that
of Snapple-owned distributors, of approximately 266 people.

         After acquiring Snapple, we revived Snapple's tradition of quirky
advertising and promotional campaigns. In May 1997, we announced the return of
Wendy "The Snapple Lady" and introduced a new flavor, Wendy's Tropical
Inspiration (TM), in a commercial featuring Wendy's return from a deserted
island to help "save Snapple."  In the summer of 1998 Snapple launched its "Win
Nothing Instantly" sweepstakes where consumers won prizes such as "No Car
Payments," awarding $100 per month for one year, and "No Rent,"awarding $1,000
per month for one year.  This sweepstakes received a "Brammy" award from
Brandweek magazine for "Best Promotion" for all categories. Snapple's "Good
Fruit/Bad Fruit" commercial was recognized by Ad Week as one of the best
campaigns of 1999.
<PAGE>

         Mistic uses targeted advertising. The 1996-1997  "Show Your Colors"
campaign, reflecting the desires of young consumers to express their
individuality, was widely recognized in the advertising trade industry. Mistic
won the Promotional Marketing Association"s Silver Reggie award in 1998 for its
promotional sweepstakes that offered consumers who matched the color under the
cap of Mistic products to the color of Dennis Rodman's hair one day of his
salary as a Chicago Bull.

         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 employed a combination of network and cable
advertising complemented with local spot advertising in our larger markets. In
most markets, we have used television as the primary advertising medium and
radio as the secondary medium, although Mistic has used 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.

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 licensed distributor in each
country.  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 84% 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. The distributor may
generally terminate its agreement upon specified prior notice.

         We believe that company-owned distributors place more focus on
increasing sales of our products and successfully launching our new products.
At the beginning of 1999, Snapple owned 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. In February 1999, Snapple acquired Millrose Distributors, Inc.,
which prior to the transaction acquired certain  assets of Mid-State Beverage,
Inc., for approximately $17.25 million.  Millrose and Mid-State distributed
Snapple and Stewart's products in parts of New Jersey.  Before the acquisition,
Millrose was the largest non-company owned Snapple distributor and Mid-State
was the second largest Stewart's distributor.

         In January 2000, Snapple acquired Snapple Distributors of Long Island,
Inc., which distributes in Nassau and Suffolk counties in New York, for a cash
purchase price of $16.8 million, subject to post-closing adjustments. Snapple
also agreed to pay $2.0 million over a ten-year period in consideration for a
three-year non-compete agreement by some of the sellers. Before the acquisition,
Long Island Snapple was the largest non-company-owned distributor of Snapple
products and a major distributor of Stewart's products.

         On March 31, 2000 Triarc Companies acquired certain of the assets of
California Beverage Company, including the distribution rights for Snapple,
Mistic and Stewart's products in the City and County of San Francisco,
California, for $1.6 million, subject to post-closing adjustment.  The assets
acquired by Triarc Companies were contributed to Pacific Snapple.

         In the aggregate, our company-owned distributors were responsible for
approximately 24% of Snapple's 1999 domestic case sales and 9% of Stewarts
domestic case sales.

         No non-company-owned distributor accounted for more than 10% of total
premium beverage case sales in 1997, 1998 or 1999. We believe that we could
find alternative distributors if our relationships with our largest
distributors were terminated.
<PAGE>

         International sales accounted for less than 10% of our premium beverage
sales in each of 1997, 1998 or 1999. Since we acquired Snapple, the
international group of our affiliate, Royal Crown Company, Inc., a subsidiary
of RC/Arby's, has been responsible for the sales and marketing of our premium
beverages outside North America.

Co-packing Arrangements

         We use more than 20 co-packers strategically located throughout the
United States to 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. We supply most packaging and raw materials and arrange
for their shipment to our co-packers and bottlers. Our three largest
co-packers accounted for approximately 54% of our aggregate case production of
premium beverages in 1999.

         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-packer generally commits a specified
amount of its monthly production capacity to us. Snapple has committed to order
guaranteed minimum volumes under contracts covering the production of a majority
of its case volume. 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 2, 2000, Snapple had reserves of approximately $3.3 million
for future payments under its guaranteed volume co-packer agreements known as
take-or-pay agreements. 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 owner of Snapple, and $1.4 million in 1999. 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. Stewart's has no
take-or-pay agreements requiring it to make minimum purchases.

         We have generally been able to avoid significant capital expenditures
or investments for bottling facilities or equipment and our production-related
fixed costs have been minimal because of our co-packing arrangements. We are,
however, in the process of establishing a premium beverage packing line at one
of our company-operated distribution centers at a cost of approximately
$5.0 million, because of significant expected freight and production savings
and availability of additional space in one of our facilities. We anticipate
that we will continue to use third-party co-packers for most of our production.

         We believe we have arranged for sufficient production capacity to meet
our requirements for 2000 and that, in general, the industry has excess
production capacity that we could use. We also expect that in 2000 we will meet
substantially all of our guaranteed volume requirements under our co-packing
agreements.

Raw Materials

         Triarc Companies purchases certain raw materials used in the
preparation and packaging of our premium beverage products and supplies them to
our co-packers. For quality control and other purposes, Triarc Companies has
chosen to obtain some raw materials, including aspartame, on an exclusive basis
from single suppliers and other raw materials, such as glass bottles and
flavors, from a relatively small number of suppliers. In turn, Triarc Companies
sells to us, at cost, the raw materials that it purchases from suppliers.
Since the  acquisition of Snapple, Triarc Companies has been negotiating and
continues to negotiate, new supply and pricing arrangements with its suppliers.
We believe that, if required, alternate sources of raw
<PAGE>

materials, other than glass bottles, are available. However, as a result of
consolidation of the glass industry, it is uncertain whether all of the glass
bottles supplied by two suppliers, who supply approximately 88% of our premium
beverage segment's 1999 purchases of glass bottles, could be replaced by
alternate sources. We do not believe it reasonably possible that these two glass
suppliers will be unable to achieve substantially all of their anticipated
volumes in the near term.

GENERAL

Trademarks

         We own numerous trademarks that are considered material to our
business,  including Snapple, Made From The Best Stuff On Earth (R), Snapple
Elements, WhipperSnapple, Snapple Farms (R), Snapple Refreshers (TM), Mistic,
Mistic Sun Valley Squeeze, Mistic Italian Ice Smoothies, and Fountain Classics.
Mistic is the licensee of  the Fruit Blast trademark. Stewart's is the licensee
of 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 such 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. There are no challenges pending to
our right to use any of our material trademarks in the United States.

Competition

         Our premium beverage products compete generally with all liquid
refreshments and in particular with numerous nationally-known carbonated 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 under 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
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.

         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, convenience and grocery store chains and municipal locations,
including city parks and buildings.

         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.  We cannot
predict the effect on our operations of any pending or future legislation.



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We believe that the operations of our subsidiaries comply substantially with all
applicable governmental rules and regulations.

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 our current reserve levels, we do not
believe that the ultimate outcome of any pending environmental matter will
have a material adverse effect on our consolidated financial position or results
of operations. Please refer to the section of this prospectus entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

Seasonality

         Our business is seasonal. The highest revenues occur during the spring
and summer, between April and September. Accordingly, our second and third
quarters reflect the highest revenues, and our first and fourth quarters have
lower revenues. Our EBITDA and operating profit are also highest during the
second and third fiscal quarters of each year and lowest in the first fiscal
quarter. This principally results from the higher revenues in the second and
third fiscal quarters while general and administrative expenses and
depreciation and amortization, excluding amortization of deferred financing
costs, are generally recorded ratably in interim periods either as incurred or
allocated to interim periods based on time expired. Our first fiscal quarter
EBITDA and operating profit have also been lower due to advertising and
production costs, which typically are higher in the first quarter in
anticipation of the peak spring and summer beverage selling season and which
are recorded the first time the related advertising takes place.

Employees

         As of January 2, 2000, we had approximately 832 employees, including
631 salaried employees and 201 hourly employees.  We believe that employee
relations are satisfactory. As of January 2, 2000, approximately 52 of our
employees were covered by various collective bargaining agreements expiring from
time to time from the present through August 2002.  This number includes 18 of
our employees whose collective bargaining agreement expired in January 2000
after their union was placed in receivership.  It is expected that the
collective bargaining agreement with these employees' new union will be renewed
for one year.

Risk Factors

         We wish to caution readers that in addition to the important factors
described elsewhere in this Form 10-K, the following important factors, among
others, sometimes have affected, or in the future could affect, our actual
results and could cause our actual consolidated results during 2000, and beyond,
to differ materially from those expressed in any forward-looking statements
made by, or on behalf of, us.

<PAGE>



         Our Substantial Leverage May Adversely Affect Us

         We have a significant amount of indebtedness.  On an unconsolidated
basis, our indebtedness at January 2, 2000 was $300.0  million, excluding
intercompany debt, as co-issuer of the 10 1/4% notes.  In addition, at January
2, 2000 our total consolidated indebtedness was $678.3 million.

         In addition to the above indebtedness, our subsidiaries may borrow an
additional $60.0 million of revolving credit loans under the credit facility,
subject to certain limitations contained in the credit facility, the indenture
and instruments governing our other debt.   If new debt is added to our current
debt levels, the related risks that we face could increase.  In addition, under
our various debt agreements, substantially all of our assets are pledged as
collateral security. You should read the information included in "Item 1 --
Business -- Refinancing of Indebtedness."

         Our subsidiaries' credit facility contains financial covenants that,
among other things, require our subsidiaries to maintain certain financial
ratios and restrict our subsidiaries' ability to incur debt, enter into
certain fundamental transactions (including certain mergers and consolidations)
and create or permit liens. If our subsidiaries 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, the credit facility or the indenture, we would be in a default under the
terms thereof which would permit the lenders under the credit facility and, by
reason of a cross default provision, the indenture, to accelerate the maturity
of the balance thereof.  You should read the information we have included in
Note 5 to the Consolidated Financial Statements.

         Holding Company Structure

         Because we are a holding company, our ability to service debt and pay
dividends, is dependent upon cash flows from our subsidiaries, including loans
and cash dividends.  Under the terms of our indenture and credit agreement our
subsidiaries are subject to certain restrictions on their ability to pay
dividends and/or make loans or advances to us.  The ability of any of our
subsidiaries to pay cash dividends and/or make loans or advances to us is also
dependent upon the respective abilities of such entities to achieve sufficient
cash flows after satisfying their respective cash requirements, including debt
service, to enable the payment of such dividends or the making of such loans or
advances.

         In addition, our equity interests in our subsidiaries rank junior to
all of the respective indebtedness, whenever incurred, of such entities in the
event of their respective liquidation or dissolution.  As of January 2, 2000,
our subsidiaries had aggregate indebtedness of approximately $378.3 million,
excluding intercompany indebtedness.

         Successful Completion and Integration of Acquisitions

         One element of our business strategy is to continuously evaluate
acquisitions and business combinations to augment our businesses.  We cannot
assure you that we will identify and complete suitable acquisitions or, if
completed, that such acquisitions will be successfully integrated into our
operations. Acquisitions involve numerous risks, including difficulties
assimilating new operations and products.  We cannot assure you that we will
have access to the capital required to finance potential acquisitions on
satisfactory terms, that any acquisition would result in long-term benefits to
us or that management would be able to manage effectively the resulting
business.  Future acquisitions may result in the incurrence of additional
indebtedness or the issuance of additional equity securities.

         We May Not Be Able to Continue to Develop Successful New Beverage
         Products

         Part of our strategy is to increase our sales through the development
of new beverage products.

<PAGE>

Although we have successfully  launched a number of new beverage products, we
cannot assure you that we will be able to continue to develop, market and
distribute future beverage products that will enjoy market acceptance.  The
failure to develop new beverage products that gain market acceptance would have
an adverse impact on our growth and would materially adversely affect us.

         Competition from Other Beverage Companies
         Could Adversely Affect Us

         The beverage industry is highly competitive.  Many of our competitors
have substantially greater financial, marketing, personnel and other resources
that we do.  You should read the information we have included in "Item 1.
Business -- Competition."

         Environmental Liabilities

         Certain of our operations are subject to federal, state and local
environmental laws and regulations concerning the discharge, storage, handling
and disposal of hazardous or toxic substances.  Such laws and regulations
provide for significant fines, penalties and liabilities, in certain cases
without regard to whether the owner or operator of the property knew of, or was
responsible for, the release or presence of such 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.  Although we believe that our operations
comply in all material respects with all applicable environmental laws and
regulations, 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 cannot predict the amount of future
expenditures which may be required in order to comply with any environmental
laws or regulations or to satisfy any such claims.

ITEM 2. 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.

         The following table describes information about our major facilities,
as well as our corporate headquarters, as of January 2, 2000:

                                                  APPROXIMATE
                                                  SQ. FT. OF
FACILITIES-LOCATION             LAND TITLE        FLOOR SPACE
-------------------------       --------------    ----------------------
Beverage Group Headquarters
White Plains, NY                1 leased             71,970
Stewart's Headquarters
Denver, CO                      1 leased              4,200
Office/Warehouse Facilities     7 leased            627,395
(various locations)
------------

         Substantially all of the properties used in our businesses are pledged
as collateral under secured debt arrangements.

<PAGE>

ITEM 3. 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, sought, among other
things, damages relating to the unauthorized sale by the defendants of raw
materials, finished product and equipment that was owned by Mistic but in the
possession of the defendants. In their answer, counterclaim and third party
complaint, some defendants alleged various causes of action against Mistic,
Snapple and Triarc Beverage Holdings and sought damages of $6 million relating
to a purported breach by Snapple and Mistic of an alleged oral agreement to
have Universal and/or Leesburg manufacture Snapple and Mistic products. These
defendants also sought to recover various amounts totaling approximately
$500,000 allegedly owed to Universal for co-packing and other services rendered.
In July 1999, Mistic settled its claims against some defendants who had not
asserted any counterclaims. In August, 1999, Mistic and the remaining defendants
entered into a comprehensive settlement agreement which, among other things,
provided for a dismissal with prejudice of all claims against Mistic, Snapple
and Triarc Beverage Holdings. No payments by Mistic, Snapple or Triarc
Beverage Holdings are required under the settlement agreement.

         It is our opinion that the outcome of the matter described above or
any of the other matters that have arisen in the ordinary course of our business
will not have a material adverse effect on our consolidated financial condition
or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY
             AND RELATED STOCKHOLDER MATTERS.

         There is no public trading market for our common stock.    Because we
are  a holding company, our ability to meet our cash requirements, including
required interest and principal payments on our indebtedness, is primarily
dependent upon, in addition to our cash, cash equivalents and short term
investments on hand, cash flows from our subsidiaries.  Under the terms of our
indenture and credit agreement, our principal subsidiaries are restricted in
their ability to pay dividends or make loans or advances to us.  You should
read the information we have included in "Item 1. Business--Refinancing of
Indebtedness," "Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" and
Note 5 to our consolidated financial statements.

         As of March 15, 2000, there were three holders of record of our common
stock.

         From January 3, 1999 to January 2, 2000, we granted options to
purchase an aggregate of 4,850 shares of our common stock to certain employees,
officers and directors of the Company and Triarc Companies in
reliance upon the exemption provided by Rule 701 of the Securities Act. The
exercise price of all of these options was $311.99 per share. In October, 1999,
we issued 500 shares upon the exercise of existing options.  The exercise price
for these options was $107.05.  The holders of these options will also be
entitled to a cash payment of $51.34 per share upon the occurrence of certain
events specified in our 1997 Stock Option Plan, as amended.  No underwriting
discounts or commissions were paid, nor was any public offering, in any of
those transactions.

<PAGE>

         On February 25, 1999, we and Triarc Consumer Products Group sold $300
million aggregate principal amount of 10 1/4 senior subordinated notes due 2009
to Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation and Wasserstein Perella Securities, Inc., each of whom acted as a
placement agent in the offering, in reliance upon the exemption provided by
Section 4(2) of the Securities Act.  The placement agents resold these notes
pursuant to Rule 144A and Section 4(2) under the Securities Act.  A placement
fee of $9 million was paid in connection with these transactions.  The net
proceeds from the financing, together with the net proceeds from the concurrent
refinancing of bank debt by our subsidiaries, were used to: (a) redeem the
RC/Arby's notes (approximately $287.1 million); (b) refinance the Triarc
Beverage Group's credit facility ($284.3 million principal amount outstanding
plus $1.5 million of accrued interest); (c) pay for the  acquisition of Mill-
rose (approximately $17.5 million, including expenses); (d) pay customary fees
and expenses (approximately $30.5 million);and (e)fund a distribution to Triarc
Companies with the remaining proceeds.  We filed a registration statement (SEC
file no. 333-78625 and 333-78625-01 through 333-78625-28) relating to $300
million aggregate principal amount of notes offered in exchange for the notes
issued in the private placement.  The registration statement was declared
effective by the Securities Exchange Commission on December 23, 1999 and the
exchange offer for such notes was commenced on that date and completed on
January 28, 2000.  We paid a $5,000 fee to the exchange agent in the exchange
offer.  We made the exchange offer solely to satisfy our obligations under a
registration rights agreement and we did not receive any proceeds from the
exchange offer.  You should read the information we have included in "Item 1.
Business--Refinancing of Indebtedness."

<PAGE>

<TABLE>
<CAPTION>


 Item 6.  Selected Financial Data (1)


                                                  Year Ended December 31,            Year Ended      Year Ended      Year Ended
                                               ------------------------------       December 28,      January 3,      January 2,
                                                   1995             1996             1997 (2)          1999 (2)        2000 (2)
                                                   ----             ----             --------          --------        --------
                                                                                    (In thousands)

     <S>                                        <C>          <C>                   <C>             <C>               <C>
     Revenues...................................$    41,941  $   131,083           $ 408,841       $   611,546       $ 651,076
     Operating profit (loss)....................      3,610        6,148  (3)         (8,676)  (4)      56,160          56,638  (6)
     Income (loss) before extraordinary
       charges..................................        301         (810) (3)        (18,803)  (4)      19,158  (5)      8,453  (6)
     Extraordinary charges......................        --           --               (1,154)  (4)         --           (4,876) (6)
     Net income (loss)..........................        301         (810) (3)        (19,957)  (4)      19,158  (5)      3,577  (6)
     Cash dividends.............................        --           --                  --            (23,556)        (82,837)
     Total assets...............................    111,276      110,137             586,731           536,570         570,905
     Long-term debt.............................     58,750       60,000             284,507           282,951         646,009
     Redeemable preferred stock.................        --           --               79,604            87,587          96,320
     Stockholders' equity (deficit).............     26,301       26,990              43,999            31,306        (383,782) (7)

</TABLE>



(1)  Triarc  Beverage  Holdings  commenced  operations  on May 22, 1997 with the
     concurrent  acquisition  by Triarc  Beverage  Holdings of Snapple  Beverage
     Corp. and the concurrent contribution to Triarc Beverage Holdings by Triarc
     Companies,  Inc., the Company's  indirect parent,  of Mistic Brands,  Inc.,
     which had been acquired by Triarc  Parent on August 9, 1995.  Effective May
     17, 1999, Triarc Consumer Products Group, LLC, a wholly-owned subsidiary of
     Triarc Parent,  contributed the stock of Stewart's  Beverages,  Inc., which
     had been acquired by Triarc Parent on November 25, 1997, to Triarc Beverage
     Holdings.  Selected  Financial Data for each of the years presented include
     Mistic,  Triarc Beverage Holdings and Stewart's and their subsidiaries from
     their  respective  dates of formation or acquisition by Triarc Parent since
     such entities were under the common  control of Triarc  Parent.  You should
     refer to Note 1 to the consolidated financial statements included elsewhere
     herein for additional disclosures regarding this basis of presentation.

(2)  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
     effective  for the 1997 fiscal year. In  accordance  with this method,  the
     Company's 1997 and 1999 fiscal years contained 52 weeks and its 1998 fiscal
     year contained 53 weeks.

(3)  Reflects  certain  significant  charges  recorded  during  1996 as follows:
     $1,450,000 charged to operating loss representing facilities relocation and
     corporate  restructuring  charges;  and  $886,000  charged  to loss  before
     extraordinary   charges  and  net  loss  representing  the   aforementioned
     $1,450,000  charged to operating  loss less $564,000 of related  income tax
     benefit.

(4)  Reflects  certain  significant  charges  recorded  during  1997 as follows:
     $32,840,000  charged to operating  profit  representing  charges related to
     post-acquisition   transition,   integration   and   changes  to   business
     strategies;  $20,037,000  charged  to  loss  before  extraordinary  charges
     representing  the  aforementioned  $32,840,000  charged to operating profit
     less $12,803,000 of related income tax benefit;  and $21,191,000 charged to
     net loss representing the aforementioned $20,037,000 charged to loss before
     extraordinary charges and a $1,154,000  extraordinary charge from the early
     extinguishment of debt.

(5)  Reflects a significant  credit recorded during 1998 as follows:  $2,869,000
     credited to income before extraordinary charges and net income representing
     $4,702,000 of gain on sale of businesses  less $1,833,000 of related income
     tax provision.

(6)  Reflects  certain  significant  charges  recorded  during  1999 as follows:
     $3,348,000  charged to  operating  profit  representing  capital  structure
     reorganization related charges related to equitable adjustments made to the
     terms of  outstanding  stock options;  $2,042,000  charged to income before
     extraordinary  charges  representing  the  aforementioned  $3,348,000  less
     $1,306,000  of income tax  benefit;  and  $6,918,000  charged to net income
     representing  the  aforementioned   $2,042,000  charged  to  income  before
     extraordinary charges and a $4,876,000  extraordinary charge from the early
     extinguishment of debt.

(7)  Reflects a decrease in stockholders' equity principally  resulting from (1)
     a non-cash  charge of $312,417,000 to receivable from parent related to the
     issuance of and accrued interest on the $300,000,000 principal amount of 10
     1/4% senior  subordinated  notes due 2009,  see Note 5 to the  consolidated
     financial  statements included elsewhere herein for additional  disclosures
     regarding this presentation, and (2) cash dividends of $82,837,000.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Introduction

      We are a leading premium beverage company. Since 1995 we have acquired the
Mistic,  Snapple  and  Stewart's  premium  beverage  brands  and are  focused on
building the strength of our beverage businesses.

      We derive our 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.

      Our business does not require significant capital  expenditures because we
own no  manufacturing  facilities.  The  amortization  of costs in excess of net
assets of businesses  acquired,  which we refer to as Goodwill,  trademarks  and
other items results in significant non-cash charges.

      In  recent  years  our  premium  beverage  business  has  experienced  the
following trends:

       o      Acquisition/consolidation of distributors
       o      The development of proprietary packaging
       o      Increased pressure by competitors to achieve account exclusivity
       o      The increased use of plastic packaging
       o      Growing consumer demand for all-natural, health-oriented products
       o      The  proliferation of new products  including  premium  beverages,
              bottled water and beverages  enhanced with herbal  additives,  for
              example, ginseng and echinacea
       o      Increased placement of refrigerated coolers by bottlers in
              customer locations
       o      Increased use of multi-packs and variety packs in certain trade
              channels

Presentation of Financial Information

     This  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results  of  Operations"  should be read in  conjunction  with our  accompanying
consolidated  financial statements.  Triarc Beverage Holdings Corp., an indirect
99.9% owned  subsidiary of Triarc  Companies,  Inc.  which we refer to as Triarc
Parent,  commenced operations on May 22, 1997 with the concurrent acquisition by
Triarc  Beverage   Holdings  of  Snapple   Beverage  Corp.  and  the  concurrent
contribution to Triarc  Beverage  Holdings of Mistic Brands,  Inc.,  acquired by
Triarc  Parent prior to January 1, 1997.  Effective  February  23, 1999,  Triarc
Consumer Products Group, LLC acquired through a capital  contribution all of the
stock of  Triarc  Beverage  Holdings  that  previously  had been  held by Triarc
Parent.  Effective May 17, 1999 Triarc Consumer  Products Group  contributed the
stock of Stewart's  Beverages,  Inc.,  acquired by Triarc Parent on November 25,
1997, to Triarc Beverage Holdings. This "Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations"  reflects  the  consolidated
financial position,  results of operations and cash flows of Mistic from January
1,  1997  through  May  22,  1997  and  of  Triarc  Beverage  Holdings  and  its
subsidiaries,  Snapple, Mistic and effective November 25, 1997, Stewart's,  from
May 22, 1997 to January 2, 2000. The consolidated financial position, results of
operations  and cash flows of Triarc  Beverage  Holdings,  Mistic before May 22,
1997 and  Stewart's  before May 17, 1999 and Snapple  are  reflected  from their
respective  dates of  formation  or  acquisition  by Triarc  Parent  since  such
entities were under the common  control of Triarc Parent during such period and,
accordingly,  were accounted for on an "as-if-pooling" basis. The aforementioned
capital  contributions  of  subsidiaries  by Triarc  Parent  to Triarc  Consumer
Products  Group and to Triarc  Beverage  Holdings  have  been  recognized  using
carryover basis accounting since all such entities were under common control.

       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, our 1998 fiscal year  commenced  December 29, 1997 and ended on January 3,
1999 and our 1999 fiscal year commenced  January 4, 1999 and ended on January 2,
2000. As a result of our fiscal year convention,  our 1997 and 1999 fiscal years
contained 52 weeks and 1998 contained 53 weeks.  However, due to the seasonality
of our  business,  the extra week in fiscal 1998  occurring in late December and
early January has lower than average  weekly  revenues.  Accordingly,  we do not
believe  the extra week in the 1998  fiscal  year has a  material  impact on the
discussion  below of our results of operations.  When we refer to "1999" we mean
the period from  January 4, 1999 to January 2, 2000;  when we refer to "1998" we
mean the period from December 29, 1997 to January 3, 1999;  and when we refer to
"1997" we mean the period from January 1, 1997 through December 28, 1997.

Results of Operations

1999 Compared with 1998

Revenues

       Our revenues  increased  $39.5 million  (6.5%) to $651.1  million in 1999
compared with 1998.  The increase,  which relates  entirely to sales of finished
product,  reflects higher volume and, to a lesser extent, higher average selling
prices in 1999.  The increase in volume  principally  reflects (1) 1999 sales of
Snapple  Elements(TM),  a new  product  platform  of  herbally  enhanced  drinks
introduced in April 1999, (2) increased cases sold to retailers through Millrose
Distributors,  Inc.,  which we refer to as Millrose,  principally  reflecting an
increased  focus on our products as a result of our ownership of this New Jersey
distributor  since  February  26, 1999 (see further  discussion  of the Millrose
acquisition below under "Liquidity and Capital Resources"),  (3) higher sales of
diet teas and other diet  beverages  and juice  drinks  and (4) higher  sales of
Stewart's  products as a result of  increased  distribution  in existing and new
markets and the December 1998  introduction  of Stewart's grape soda. The higher
average  selling  prices  principally  reflect  (1) the  effect of the  Millrose
acquisition  since  February 26, 1999  whereby we sell product at higher  prices
directly to retailers  compared with sales at lower prices to distributors  such
as Millrose and (2) selective price increases.

Gross Profit

       Our gross  profit  increased  $17.5  million  to $268.6  million  in 1999
compared  with 1998  principally  due to the effect of higher  sales  volumes as
discussed above. Our gross margins,  which we compute as gross profit divided by
total revenues, were unchanged at 41%. The positive effect on gross margins from
(1) the  selective  price  increases  noted above,  (2) the effect of the higher
selling  prices  resulting from the Millrose  acquisition  and (3) the effect of
lower  freight  costs  was  fully  offset  by (1)  increased  packaging  and raw
materials costs and (2) increased warehousing fees and overhead.

Advertising, Selling and Distribution Expenses

       Our advertising, selling and distribution expenses increased $8.8 million
(6.5%)  to  $145.6  million  in 1999  compared  with  1998.  This  increase  was
principally due to (1) an overall increase in promotional  spending  principally
reflecting  expenditures  resulting from new product  introductions  and overall
higher  sales  volume and (2) higher  employee  compensation  and related  costs
reflecting an increase in the number of sales and distribution employees.

General and Administrative Expenses

       Our general and administrative expenses increased $4.5 million (11.7%) to
$42.3 million in 1999 compared with 1998  reflecting  increases in  compensation
and benefit costs primarily due to an increased number of employees.

Depreciation and Amortization, Excluding Amortization of Deferred Financing
  Costs

       Our depreciation  and  amortization,  excluding  amortization of deferred
financing costs, increased $1.2 million (5.7%) to $22.9 million in 1999 compared
with 1998  principally  reflecting an increase in  amortization  of Goodwill and
other intangibles, as a result of the Millrose acquisition.

Capital Structure Reorganization Related Charge

       The capital  structure  reorganization  related charge of $3.3 million in
1999 reflects  equitable  adjustments that were made to the terms of outstanding
options  under a stock  option plan.  The option plan  provides for an equitable
adjustment of options in the event of a  recapitalization  or similar event. The
option prices were  equitably  adjusted in 1999 to adjust for the effects of net
distributions of $91.3 million,  principally consisting of transfers of cash and
deferred tax assets from Triarc  Beverage  Holdings to Triarc Parent,  partially
offset by the  effect  of the  contribution  of  Stewart's  to  Triarc  Beverage
Holdings  effective May 17, 1999. The exercise  prices of the options granted in
1997 and 1998 were  equitably  adjusted  from  $147.30  and  $191.00  per share,
respectively, to $107.05 and $138.83 per share, respectively, and a cash payment
of $51.34  and  $39.40 per  share,  respectively,  is due to the  option  holder
following  the  exercise  of the stock  options  and  either (1) the sale by the
option holder to us of shares of Triarc Beverage  Holdings common stock received
upon the exercise of the stock options or (2)  consummation of an initial public
offering of Triarc Beverage Holdings. We are responsible for the cash payment to
our employees who are option  holders and Triarc Parent is  responsible  for the
cash payment to its employees who are option holders either  directly or through
reimbursement to us. The capital structure reorganization related charge of $3.3
million  in 1999  represents  the  vested  portion  as of January 2, 2000 of the
aggregate  maximum  $4.1 million cash  payments to be  recognized  over the full
vesting  period  assuming all remaining  outstanding  stock options  either have
vested or will become vested, net of credits for forfeitures of non-vested stock
options of  terminated  employees.  We expect to  recognize  additional  pre-tax
charges  relating to this equitable  adjustment of $0.6 million in 2000 and $0.2
million in 2001 as the affected  stock  options  continue to vest.  There was no
similar  charge in 1998. No  compensation  expense will be recognized  for other
changes in the terms of the outstanding options because the modifications to the
options did not create a new  measurement  date under the intrinsic value method
of accounting.

Charges (Credit) Related to Post-Acquisition Transition, Integration and Changes
  to Business Strategies

       The 1999 credit related to post-acquisition  transition,  integration and
changes to business  strategies  of $0.5  million  resulted  from changes in the
estimated  amount of the  additional  Snapple  reserves  for  doubtful  accounts
originally  provided  for as a component  of this  caption in 1997 as  discussed
below in the comparison of 1998 with 1997.

Interest Expense

       Interest  expense  increased  $7.4  million  to  $36.0  million  in  1999
reflecting  higher  average  levels of debt during 1999 due to increases  from a
first quarter 1999 debt  refinancing  and, to a lesser  extent,  higher  average
interest rates in the 1999 period. Such refinancing consisted of $378.7 million,
net of $96.3 million  transferred to Royal Crown Company,  Inc., an affiliate of
ours,  borrowed under a senior bank credit  facility and the repayment of $284.3
million under our former credit facility.

Gain (Loss) on Sale of Business

       Gain  (loss) on sale of business  consists  of a loss of $0.9  million in
1999 compared with a gain of $4.7 million in 1998. Such amounts  represent (1) a
nonrecurring  gain in 1998 from the May 1998 sale of our former 20%  interest in
Select Beverages, Inc. and (2) a reduction to the gain from the Select Beverages
sale  recognized  during 1999 resulting  from a  post-closing  adjustment to the
sales price higher than the adjustment  originally  estimated in determining the
$4.7 million gain on the sale recorded in 1998. The post-closing  adjustment was
determined as a result of an arbitration  hearing which  commenced and concluded
in 1999.

Other Income, Net

       Other income,  net decreased  $0.1 million to $1.4 million in 1999.  This
decrease was  principally  due to $0.9 million of lower interest  income on cash
equivalents as a result of cash distributions paid to Triarc Parent in the first
quarter of 1999 and $0.4  million of lower  rental  income due to a decrease  in
equipment leasing by Snapple.  Snapple,  under its prior ownership by The Quaker
Oats Company,  financed certain equipment purchases by its co-packers, a program
which  is  being   phased-out   under  our  ownership.   These   decreases  were
substantially  offset  by the $1.2  million  nonrecurring  equity in the loss of
Select Beverages,  Inc. in 1998. We owned 20% of Select Beverages until May 1998
when we sold our 20% interest.

Provision for Income Taxes

       The provision  for income taxes  represented  effective  rates of 60% for
1999  and 43%  for  1998.  The  effective  rate is  higher  in the  1999  period
principally due to (1) a provision for income tax contingencies recorded in 1999
and (2) the greater impact of the  amortization  of  non-deductible  Goodwill in
1999  resulting  from  lower 1999  pre-tax  income,  entirely  due to higher net
non-operating expenses.

Extraordinary Charges

       The extraordinary  charges in 1999 aggregating $4.9 million resulted from
the early  extinguishment  of borrowings  under our former  credit  facility and
consisted of the  write-off of  previously  unamortized  (1) deferred  financing
costs of $7.9 million and (2) interest rate cap agreement costs of $0.1 million,
less income tax benefit of $3.1 million.  There were no extraordinary charges in
1998.

1998 Compared with 1997

       We completed two significant  transactions during 1997. First, on May 22,
1997 we acquired Snapple. Second, on November 25, 1997 we acquired Stewart's. As
a result,  our 1998  results  reflect  for the  entire  period  the  results  of
operations of Snapple and Stewart's and our 1997 results  reflect the results of
operations of Snapple and Stewart's only from their dates of acquisition.

       Because  of the two  significant  transactions  referred  to above,  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
discussion below.

Revenues

       Our revenues  increased  $202.7 million (49.6%) to $611.6 million in 1998
compared  with 1997.  This  increase  primarily  results  from the  inclusion of
Snapple and Stewart's sales for all of 1998,  compared with inclusion for only a
portion of 1997,  which  resulted in $191.9 million of additional  revenues.  We
have adjusted our 1998 results by including the results of Snapple and Stewart's
only for the same calendar period they were included  during 1997.  After giving
effect to these  adjustments,  our revenues  increased  $10.8  million (2.6%) in
1998  compared with  1997.  The  increase  was  due  to  an increase in sales of
finished  goods  of  $12.5  million  partially offset by a decrease  in sales of
concentrate of $1.7  million, which we sell to only one international  customer.
The  increase  in  sales  of  finished  goods  principally reflects  net  higher
volume  of $18.9  million  primarily  due to new  product introductions  as well
as increases in sales of teas, diet teas and other diet beverages. This increase
was  partially  offset  by  the  $6.4 million  effect  of  lower average selling
prices.  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.

Gross Profit

       Our gross  profit  increased  $82.2  million  to $251.1  million  in 1998
compared with 1997. Gross profit increased $80.9 million due to the inclusion of
gross profit relating to Snapple and Stewart's  sales for all of 1998,  compared
with  inclusion  for only a portion of 1997.  Giving  effect to the  adjustments
described above relating to the acquisitions of Snapple and Stewart's, our gross
profit  increased  $1.3  million  principally  due to the effect of higher sales
volumes discussed above, and 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) $3.3 million of increased provisions for
obsolete inventory.  The increased provisions for obsolete inventory principally
resulted  from raw materials and finished  goods  inventories  that passed their
shelf lives and that were not timely used due to (1) difficulties experienced as
we transitioned to our new  manufacturing  systems and (2) our overstocking some
raw materials and finished  products in our attempt to minimize  unfilled orders
in order to improve customer  satisfaction.  These decreases were  substantially
offset by the effects of the reduced costs of certain raw materials, principally
glass bottles and flavors, and lower freight costs in 1998.

Advertising, Selling and Distribution Expenses

       Our  advertising,  selling  and  distribution  expenses  increased  $35.7
million  (35.3%) to $136.8  million in 1998  compared  with 1997.  This increase
principally  reflects the  inclusion of Snapple and  Stewart's for the full 1998
year  partially  offset by a decrease in expenses,  exclusive of the full period
effect of Snapple and  Stewart's,  principally  due to less  costly  promotional
programs.

General and Administrative Expenses

       Our general and administrative expenses increased $9.6 million (34.0%) to
$37.8 million in 1998 compared with 1997. This increase principally reflects the
inclusion of Snapple and Stewart's  operations for all of 1998, partially offset
by  nonrecurring  1997 costs in connection  with the  integration of the Snapple
business following its acquisition.

Depreciation and Amortization, Excluding Amortization of Deferred Financing
  Costs

       Our depreciation  and  amortization,  excluding  amortization of deferred
financing  costs,  increased  $5.4  million  (33.4%)  to $21.7  million  in 1998
compared with 1997 principally reflecting the inclusion of Snapple and Stewart's
for all of 1998.

Charges (Credit) Related to Post-Acquisition Transition, Integration and Changes
   to Business Strategies

       The  nonrecurring   charges  related  to   post-acquisition   transition,
integration  and changes to business  strategies  of $32.8  million in 1997 were
associated  with the  Snapple  acquisition  and, to a much  lesser  extent,  the
Stewart's acquisition. Those charges consisted of:

             (1) a $12.6  million  write-down  of glass front  vending  machines
       based on the  reduction  in our  estimate  of their  value to scrap value
       based on our plans for their future use,  resulting  from our decision to
       no longer sell the machines to our  distributors but to allow them to use
       the machines at locations chosen by them,

             (2) a $6.7  million  provision  for  additional  reserves for legal
       matters  based on our  change in Quaker  Oats'  estimate  of the  amounts
       required  reflecting  our plans and  estimates of costs to resolve  these
       matters,  because we had  decided to  attempt  to  quickly  settle  these
       matters in order to improve relationships with customers,

             (3) a $2.2 million  provision for additional  reserves for doubtful
       accounts  of  Snapple  based on our  change in  estimate  of the  related
       write-off to be incurred,  because we had decided not to actively seek to
       collect  certain  balances  in  order  to  improve   relationships   with
       customers,

             (4) a $2.8 million  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  while  we  transitioned  the  records,   operations  and
       management to our systems,

             (5)  the  $2.5  million  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, because we
       had decided not to pursue many questionable  claimed  promotional credits
       in order to improve relationships with customers,

             (6) a $4.0 million  provision for certain costs in connection  with
       the  successful  completion  of the  acquisition  of  Snapple  and Mistic
       refinancing  in connection  with  entering into a credit  facility at the
       time of the  Snapple  acquisition,  because  we had paid a fee to  Triarc
       Parent in order to compensate  Triarc  Parent for its recurring  indirect
       costs  incurred  while  providing   assistance  in   consummating   these
       transactions,

             (7) a $1.6 million provision for costs, principally for independent
       consultants,   incurred   in   connection   with  the   data   processing
       implementation  of the accounting  systems for Snapple,  including  costs
       incurred  relating to an  alternative  system  that was not  implemented.
       Under  Quaker  Oats,  Snapple  did  not  have  its own  independent  data
       processing accounting systems, and

             (8) a $0.4 million acquisition related sign-on bonus.

       You  should  read  Note  11  to  the  consolidated  financial  statements
appearing elsewhere herein where additional  disclosures relating to the charges
related to  post-acquisition  transition,  integration  and  changes to business
strategies are provided.

Interest Expense

       Interest  expense  increased $6.3 million to $28.6 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.

Gain (Loss) on Sale of Business

       Gain (loss) on sale of business in 1998  consists of a $4.7  million gain
from the May 1998 sale of our 20%  interest  in Select  Beverages.  There was no
gain (loss) on sale of businesses in 1997.

Other Income, Net

       Other  income,  net  decreased  $0.6  million  to  $1.5  million  in 1998
principally  due to a reduction  of $2.1  million in our equity in the income or
losses of Select  Beverages  to a loss of $1.2  million  in 1998  compared  with
income of $0.9 million in 1997. This effect was partially offset by $1.0 million
of the full  period  effect of  Snapple,  other than  equity in the  earnings or
losses of investees,  consisting  principally of increased  interest  income and
rental income and by $0.6 million of higher interest income on cash equivalents,
exclusive of the full period effect of Snapple, due to higher average amounts of
cash equivalents in 1998 reflecting 1998 cash flows from operations.

Income Taxes

       The provision for income taxes in 1998  represented  an effective rate of
43% and the benefit from income taxes in 1997  represented  an effective rate of
35%. The effective rate is higher in the 1998 period  principally due to (1) the
differing  impact of the mix of pre-tax  loss or income  among the  consolidated
entities since we file state tax returns on an individual  company basis and (2)
the  differing  impact  on the  respective  effective  income  tax  rates of the
amortization of  non-deductible  Goodwill in a period with pre-tax income (1998)
compared with a period with a pre-tax loss (1997).

Extraordinary Charges

       The 1997 nonrecurring  extraordinary charge of $1.2 million resulted from
the early  extinguishment  of obligations  under Mistic's former credit facility
refinanced in connection  with the  financing of the Snapple  acquisition.  This
extraordinary  charge  was  comprised  of  the  write-off  of  $1.9  million  of
previously  unamortized  deferred  financing  costs less the related  income tax
benefit of $0.7 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows From Operations

       Our consolidated operating activities provided cash and cash equivalents,
which we refer to in this  discussion  as cash,  of $29.3  million  during  1999
principally  reflecting (1) net income of $3.6 million, (2)  non-cash charges of
$45.8 million,  principally  depreciation and  amortization of $25.1 million,  a
provision  for  deferred  income  taxes of $8.4  million  and the  write-off  of
unamortized  deferred  financing  costs and interest rate cap agreement costs of
$8.0 million  relating to the refinancing  transactions  described below and (3)
other of $2.2 million all partially  offset by cash used by changes in operating
assets and liabilities of $22.3 million.

       The cash used by changes in  operating  assets and  liabilities  of $22.3
million  principally  reflects  increases in  receivables  of $13.4  million and
inventories  of $11.4  million and a decrease  in  accounts  payable and accrued
expenses of $5.8 million.  These effects were partially offset by an increase in
due to Triarc  Parent and  affiliates  of $6.9 million and a decrease in prepaid
expenses and other current  assets of $1.4 million.  The increase in receivables
was  principally  due to  increased  premium  beverage  sales in  December  1999
compared with December 1998.  The increase in  inventories  was primarily due to
the recent  introduction of several new premium  beverage  product lines and the
build-up of our premium  beverage  inventories in late December 1999 to mitigate
the effects of temporary supply disruptions which might have occurred if some of
our suppliers'  computer systems were not year 2000 compliant.  Accounts payable
and accrued  expenses did not increase in proportion with the late December 1999
inventory buildup primarily due to accelerated payments to suppliers in December
1999  compared  with  December  1998 and an increase in due to Triarc Parent and
affiliates, instead of accounts payable, for raw material purchases made through
Triarc Parent.

       We expect continued positive cash flows from operations during 2000.

Working Capital and Capitalization

     Working capital, which equals current assets less current liabilities,  was
a deficit of $2.8 million at January 2, 2000,  reflecting a current ratio, which
equals  current  assets divided by current  liabilities,  of 1.0:1.  Our working
capital decreased $40.3 million from January 3, 1999 principally  reflecting the
net effects of the  February  25,  1999  refinancing  and  related  transactions
discussed  below,  most  significantly  the $23.5 million of amounts,  including
dividends,  distributed  to Triarc  Consumer  Products Group which came from our
cash and cash  equivalents  on hand and $12.4 million of accrued  interest as of
January 2, 2000 on the 10 1/4%  notes  discussed  below  which is paid by Triarc
Consumer Products Group but is also reflected in our accrued  expenses,  with an
offsetting  amount  reflected in the "Receivable  from parent"  component of our
stockholders' deficit, because we are a co-issuer of the 10 1/4% notes. Cash and
other  working  capital  provided by  operations  during 1999  subsequent to the
refinancing  and  related  transactions  was  offset by an  increase  in current
portion of long-term debt,  principally as a result of the $22.6 million portion
of the excess cash flow prepayment under the credit agreement  applicable to our
long-term  debt,  and a  $15.9  million  net  use of  working  capital  for  the
acquisition of Snapple Distributors of Long Island, Inc., both discussed below.

     Our  capitalization at January 2, 2000 aggregated $390.8 million consisting
of $678.3  million of long-  term debt,  including  current  portion,  and $96.3
million of  redeemable  preferred  stock less  $383.8  million of  stockholders'
deficit. Our total  capitalization  decreased $19.3 million from January 3, 1999
reflecting an increase in our stockholders'  deficit of $415.0 million partially
offset by (1) a $387.0  million  increase in our long-term  debt and (2) an $8.7
million  increase  in our  redeemable  preferred  stock held by Triarc  Consumer
Products  Group as of  January  2, 2000  representing  the  accrued  but  unpaid
dividend  requirement  for 1999.  The  increase  in  stockholders'  deficit  was
primarily due to (1) a $312.4 million  "Receivable  from parent"  reflected as a
component of  stockholders'  deficit as of January 2, 2000 described  below, (2)
cash dividends of $82.8 million in connection with the refinancing  transactions
discussed below, (3) the non-cash  transfer of $14.7 million of our deferred tax
assets to Triarc  Consumer  Products  Group also as discussed  below and (4) the
$8.7 million dividend  requirement on our redeemable preferred stock referred to
above.  These factors were partially  offset by net income of $3.6 million.  The
increase in our long-term debt is discussed immediately below.

Refinancing Transactions

     On February 25, 1999 Triarc  Consumer  Products  Group and Triarc  Beverage
Holdings issued $300.0 million  principal amount of 10 1/4% senior  subordinated
notes  due 2009 and  concurrently  Snapple,  Mistic  and  Stewart's,  as well as
RC/Arby's  Corporation,  a wholly-owned  subsidiary of Triarc Consumer  Products
Group,  and Royal Crown Company,  Inc., a wholly-owned  subsidiary of RC/Arby's,
entered into a $535.0 million senior bank credit  facility.  The credit facility
consists of a $475.0 million term  facility,  all of which was borrowed as three
classes of term loans on February 25, 1999, and a $60.0 million revolving credit
facility which provides for borrowings by Snapple, Mistic, Stewart's,  RC/Arby's
or Royal Crown.  They may make revolving  loan  borrowings of up to 80% of their
eligible accounts receivable plus 50% of their eligible inventories.  There were
no  borrowings  of revolving  loans in 1999.  At January 2, 2000 there was $51.1
million of borrowing  availability to the borrowers  under the revolving  credit
facility  which would be available  to us to the extent not already  borrowed by
Royal Crown or RC/Arby's and as of January 2, 2000 Royal Crown and RC/Arby's did
not have any borrowings under the revolving credit facility.

     We used the proceeds of the  borrowings  under the term loans together with
$23.5 million of available  cash and cash  equivalents  to (1) repay on February
25, 1999 the $284.3 million outstanding principal amount of term loans under our
former beverage  credit  facility and $1.5 million of related accrued  interest,
(2) transfer $92.5 million of proceeds in conjunction with the transfer of $96.3
million,  including  $3.8  million  relating  to  the  then  estimated  deferred
financing costs, of obligations under the term loans to Royal Crown, (3) acquire
Millrose,  which prior to the transaction  acquired  certain assets of Mid-State
Beverage,  Inc., for $17.5 million,  including expenses of $0.2 million, (4) pay
allocated  fees and  expenses  of  $17.0  million,  including  $1.5  million  of
post-closing fees and expenses paid principally through Triarc Parent,  relating
to the completion of the new credit facility and (5) pay one-time  distributions
to Triarc  Parent  through  Triarc  Consumer  Products  Group of $87.2  million,
including (a) cash dividends of $82.8 million, (b) the repayment of $3.6 million
of intercompany  amounts due to Triarc Parent and (c) the  reimbursement of $0.8
million of the fees and expenses paid through Triarc Parent.

     Triarc Beverage  Holdings and Triarc Consumer Products Group are co-issuers
of the 10 1/4% notes and both have recorded their  obligations under the 10 1/4%
notes as of January 2, 2000  consisting of $300.0  million  principal  amount as
long-term  debt and $12.4  million of related  accrued  but unpaid  interest  in
"Accrued  expenses."  Since it is intended that Triarc  Consumer  Products Group
will make all principal and interest  payments under the 10 1/4% notes,  we have
reported a  corresponding  charge of $312.4 million in "Receivable  from parent"
included as a component of  stockholders'  deficit.  These amounts are increased
for  interest  accrued and reduced to the extent that Triarc  Consumer  Products
Group makes interest and principal payments on the 10 1/4% notes.

     The 10 1/4% notes  mature in 2009 and do not  require any  amortization  of
principal  prior  to  2009.  Any  revolving  loans  will be due in full in 2005.
Scheduled  maturities  of our term loans in 2000 are $6.3  million and  increase
annually  through  2006 with a final  payment in 2007.  In addition to scheduled
maturities of the term loans,  the borrowers are also required to make mandatory
annual  prepayments in an amount, if any,  currently equal to 75% of excess cash
flow as defined in the credit  agreement.  Such  mandatory  prepayments  will be
applied on a pro rata basis to the remaining outstanding balances of each of the
three classes of the term loans except that any lender that has term B or term C
loans outstanding may elect not to have its pro rata share of such loans repaid.
Any  amount  prepaid  and not  applied  to the term B loans or term C loans as a
result of such election would be applied first to the outstanding balance of the
term A loans,  $34.5 million  outstanding in our long-term debt as of January 2,
2000,  and  second to any  outstanding  balance  of  revolving  loans,  with any
remaining amount being returned to us. In connection therewith,  a $22.6 million
prepayment  will be required  to be made by any  borrower  or  borrowers  in the
second  quarter of 2000 in respect  of the year  ended  January 2, 2000.  Of the
required prepayment, $22.6 million represents the payment of our long-term debt.
To the  extent  that we pay more or less than $22.6  million of the excess  cash
flow prepayment,  that difference will be recorded as a receivable or payable to
Royal Crown.  After  considering  the $22.6  million  portion of the  prepayment
included in our  long-term  debt and assuming the lenders under the term B and C
loans accept their pro rata share of such prepayment, the payments in 2000 under
the term loans in our long-term debt will aggregate $28.9 million, including the
$6.3  million  scheduled  maturities.  Under the credit  agreement,  we can make
voluntary  prepayments of the term loans although we have not made any voluntary
prepayments as of March 10, 2000. However,  if we make voluntary  prepayments of
the term B and  term C loans,  which  have  $98.9  million  and  $241.3  million
outstanding  in our  long-term  debt  as of  January  2,  2000,  we  will  incur
prepayment  penalties of 1.0% and 1.5%,  respectively,  of any future amounts of
those term loans prepaid through February 25, 2001.

Other Debt Agreements

     We have a note payable to a beverage co-packer in an outstanding  principal
amount of $3.4 million as of January 2, 2000 due in 2000.

     Our long-term debt repayments during 2000 are expected to be $32.3 million,
including  $28.9 million under the term loans  discussed  above and $3.4 million
under the note payable to a beverage co-packer also discussed above.

Debt Agreement Restrictions and Guarantees

     Under the credit facility  substantially all of our assets along with those
of other  subsidiaries  of Triarc Consumer  Products Group,  other than cash and
cash equivalents, are pledged as security. In addition, our obligations relating
to (1) the 10 1/4% notes are guaranteed by, among other  subsidiaries  of Triarc
Consumer Products Group, Snapple, Mistic and Stewart's and all of their domestic
subsidiaries  and (2) the credit  facility  are  guaranteed  by Triarc  Consumer
Products Group and, among other of its  subsidiaries,  Triarc Beverage  Holdings
and  substantially  all of the  domestic  subsidiaries  of  Snapple,  Mistic and
Stewart's.  As collateral for the guarantees under the new credit facility,  all
of the stock of  Snapple,  Mistic and  Stewart's,  among other  subsidiaries  of
Triarc Consumer  Products Group, and all of their domestic  subsidiaries and 65%
of the stock of each of their  directly-owned  foreign  subsidiaries is pledged.
The  guarantees  under the 10 1/4%  notes are full and  unconditional,  are on a
joint and several basis and are unsecured.

     Our debt agreements  contain various  covenants which (1) require  periodic
financial  reporting,  (2) require meeting financial amount and ratio tests, (3)
limit,  among  other  matters,  (a)  the  incurrence  of  indebtedness,  (b) the
retirement of debt prior to maturity,  with  exceptions,  (c)  investments,  (d)
asset  dispositions  and (e)  affiliate  transactions  other  than in the normal
course  of  business,   and  (4)  restrict  the  payment  of  dividends  by  the
subsidiaries of Triarc Beverage Holdings to Triarc Beverage Holdings.  Under the
most restrictive of these covenants, Snapple, Mistic and Stewart's are unable to
pay any  dividends  or make any loans or  advances to Triarc  Beverage  Holdings
other than (1) the one-time  distributions,  including dividends,  paid by these
subsidiaries  to Triarc  Beverage  Holdings  and,  in turn,  to Triarc  Consumer
Products Group in connection with the refinancing transactions, (2) dividends to
Triarc  Beverage  Holdings  to the extent  necessary  to allow  Triarc  Beverage
Holdings or Triarc Consumer Products Group to make scheduled  payments on the 10
1/4% notes and (3) dividends paid to Triarc  Beverage  Holdings and, in turn, to
Triarc  Consumer  Products  Group in an amount not to exceed $0.2 million in any
fiscal year,  less any amounts paid by Royal Crown or  RC/Arby's,  to the extent
necessary to allow Triarc Consumer Products Group to pay certain expenses. While
there  are  no  restrictions  applicable  to  Triarc  Beverage  Holdings  to pay
dividends  to Triarc  Consumer  Products  Group,  Triarc  Beverage  Holdings  is
dependent upon cash flows from its  subsidiaries  to pay  dividends.  We were in
compliance with all of these covenants as of January 2, 2000.

Capital Expenditures

     Capital  expenditures  amounted to $7.4 million during 1999. We expect that
cash capital expenditures will approximate $9.0 million for 2000 for which there
were $1.4 million of outstanding  commitments as of January 2, 2000. Our planned
capital expenditures  include  approximately $5.0 million for a premium beverage
packing line at one of our company-owned distributors.

Acquisitions

     In February 1999 we acquired Millrose for $17.5 million as discussed above.
On January 2, 2000 we acquired  Snapple  Distributors  of Long  Island,  Inc., a
distributor of Snapple and Stewart's products on Long Island, New York, for cash
of $16.8 million,  including expenses,  subject to post-closing adjustments.  We
also entered into a three-year  non-compete  agreement with the sellers for $2.0
million payable ratably over a ten-year period.  On March 31, 2000 Triarc Parent
acquired certain assets, principally distribution rights, of California Beverage
Company,  a distributor of our premium beverage  products in the City and County
of San  Francisco,  California,  for cash of $1.6  million,  plus  expenses  and
subject to  post-closing  adjustment.  Triarc Parent in turn  contributed  those
assets of California  Beverage to us through Triarc Consumer  Products Group. To
further our growth  strategy,  we will consider  additional  selective  business
acquisitions,   as  appropriate,   to  grow   strategically  and  explore  other
alternatives to the extent we have available resources to do so.

Income Taxes

     We are  included in the  consolidated  Federal  income tax return of Triarc
Parent. Under a former tax- sharing agreement with Triarc Parent through January
3, 1999 and an informal  arrangement with Triarc Consumer  Products Group which,
in turn,  has a revised  tax-sharing  agreement  with  Triarc  Parent  effective
January 4, 1999,  we are required to pay Federal  income taxes to Triarc  Parent
through  Triarc  Consumer  Products  Group  on the  same  basis  as if  separate
consolidated returns for Triarc Beverage Holdings were filed. In accordance with
the revised  tax-sharing  agreement,  during 1999 we  transferred  our remaining
$14.7  million of deferred tax benefits  associated  with  existing  Federal net
operating  loss  carryforwards  to  Triarc  Parent  as if such  transfer  were a
distribution  from us through  Triarc  Consumer  Products  Group.  In accordance
therewith,  we  recorded  a charge  to  "Accumulated  deficit"  and a credit  to
"Deferred  income  taxes"  of $14.7  million.  Accordingly,  we did not make any
tax-sharing  payments to Triarc Parent or Triarc Consumer  Products Group during
1999.  As of  January  2,  2000,  we no  longer  have  any  net  operating  loss
carryforward benefits available to us under the revised tax-sharing agreement.

Cash Requirements

     As of  January  2,  2000,  our  consolidated  cash  requirements  for 2000,
exclusive of operating cash flow requirements which include tax-sharing payments
to Triarc Parent as discussed above,  consist  principally of (1) debt principal
repayments  aggregating $32.3 million, (2) capital expenditures of approximately
$9.0 million and (3) the cost of additional  business  acquisitions,  if any. We
anticipate meeting all of these requirements  through (1) existing cash and cash
equivalents  of $22.1  million  as of  January  2,  2000,  (2) cash  flows  from
operations  and/or (3) the $51.1 million of  availability  as of January 2, 2000
under the $60.0  million  revolving  credit  facility  to the extent not already
borrowed by Royal Crown or RC/Arby's.

Triarc Beverage Holdings

     Triarc  Beverage  Holdings  is a  holding  company  which,  other  than its
investments in subsidiaries  and  intercompany  receivables,  has no significant
assets and whose  primary  liability  consists of the $300.0  million  principal
amount of 10 1/4% notes co-issued with Triarc Consumer Products Group,  which is
the principal obligor. This liability is offset by an equal amount of receivable
from Triarc Consumer  Products Group,  which is classified in our  stockholders'
deficit.

     As discussed above,  Triarc Beverage  Holding's  subsidiaries are currently
unable to pay any dividends or make any  additional  loans or advances to Triarc
Beverage Holdings under the terms of the credit facility  described above except
to enable Triarc  Consumer  Products Group or Triarc  Beverage  Holdings to make
interest payments under the 10 1/4% notes and to enable Triarc Consumer Products
Group to pay up to $0.2 million of general  corporate  expenses per year. Triarc
Beverage  Holdings does not anticipate any  significant  cash  requirements  for
2000.

Legal and Environmental Matters

     We are involved in litigation and claims  incidental to our businesses.  We
have reserves for legal matters of $0.4 million as of January 2, 2000.  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 matters
will have a material  adverse effect on our consolidated  financial  position or
results of operations.

Year 2000

     We  completed a study of our  functional  application  systems to determine
their compliance with year 2000 issues and, to the extent of  noncompliance,  we
had performed the required  remediation  and testing  before January 1, 2000. We
incurred an aggregate $0.2 million of costs in 1999 in order to become year 2000
compliant, including computer software and hardware costs and related consulting
costs, all of which was capitalized.

     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 was also completed to the
extent possible prior to January 1, 2000, indicating no significant problems.

     We have  encountered no significant  year 2000 compliance  related problems
either internally or with third party entities since January 1, 2000.

Inflation and Changing Prices

     Management  believes that  inflation  did not have a significant  effect on
gross  margins  during 1997,  1998 and 1999,  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 our business.

Seasonality

     Our business is seasonal.  The highest revenues occur during the spring and
summer,  between  April and  September  and,  accordingly,  our second and third
quarters  reflect the highest  revenues and our first and fourth  quarters  have
lower  revenues.  Our EBITDA and  operating  profit are also highest  during the
second and third  fiscal  quarters  of each year and lowest in the first  fiscal
quarter.  This  principally  results from the higher  revenues in the second and
third fiscal quarters while general and administrative expenses and depreciation
and  amortization,  excluding  amortization  of deferred  financing  costs,  are
generally  recorded  ratably in each quarter  either as incurred or allocated to
quarters  based on time expired.  Our first fiscal  quarter EBITDA and operating
profit have also been lower due to advertising  production costs which typically
are higher in the first  quarter in  anticipation  of the peak spring and summer
beverage  selling  season  and which are  recorded  the first  time the  related
advertising takes place.

Recently Issued Accounting Pronouncements

     In June 1998 the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and Hedging Activities." Statement 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  133 is
effective for our fiscal year beginning January 1, 2001, as amended by Statement
of  Financial  Accounting  Standards  No. 137 which defers the  effective  date.
Although  we have  not yet  completed  the  process  of  identifying  all of our
derivative  instruments  that fall within the scope of Statement 133, we are not
currently  aware of having any  significant  derivatives  within such scope.  We
historically  have not had transactions to which hedge  accounting  applied and,
accordingly, the more restrictive criteria for hedge accounting in Statement 133
should  have no effect on our  consolidated  financial  position  or  results of
operations. However, the provisions of Statement 133 are complex and we are just
beginning our  evaluation of the  implementation  requirements  of Statement 133
and,  accordingly,  are unable to determine at this time the impact it will have
on our consolidated financial position and results of operations.


<PAGE>

Item 7A. 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 appropriate.

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.  As of January 3, 1999 we had one interest  rate cap  agreement
related to interest on  one-half  of our  variable-rate  term loans under a then
existing  $380.0  million  credit  facility  which  provided for a cap which was
approximately  3% higher than the  prevailing  interest rate at that time. As of
January 2, 2000 we had one interest rate cap  agreement  relating to interest on
one-half of our variable-rate term loans under the current $535.0 million senior
bank credit  facility in which we participate  with an affiliate  which provides
for a cap which was approximately 2% higher than the prevailing interest rate at
that time.

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.  Our
primary  export sales  exposures  relate to sales in Canada,  the  Caribbean and
Europe.  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 for the years ended January
3,  1999  and  January  2,  2000  represented  only  5% and 4% of our  revenues,
respectively,  and an immediate 10% change in foreign  currency  exchange  rates
versus the United States dollar from their levels at January 3, 1999 and January
2, 2000  would not have had a  material  effect  on our  consolidated  financial
position  or results of  operations.  At the present  time,  we do not hedge our
foreign currency exposures as we do not believe this exposure to be material.

Overall Market Risk

     With regard to overall  market risk, we attempt to mitigate our exposure to
such risks by assessing the relative  proportion of our  investments in cash and
cash equivalents and the relatively stable and risk-minimized  returns available
on such investments. At January 3, 1999 and January 2, 2000, our excess cash was
primarily  invested in  commercial  paper with  maturities  of less than 90 days
and/or money market funds which, due to their 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 and  January  2, 2000 for which an  immediate  adverse
market movement represents a potential material impact on our financial position
or results of operations.  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  as of January 3, 1999 and January 2, 2000 based upon
assumed immediate adverse effects as noted below (in thousands):

                               January 3, 1999            January 2, 2000
                          ------------------------   ----------------------
                           Carrying     Interest      Carrying    Interest
                             Value      Rate Risk       Value     Rate Risk
                             -----      ---------       -----     ---------
Cash equivalents..........$    32,997  $     --      $   13,001  $     --
Long-term debt............    291,289     (2,843)       678,310     (4,701)


     The cash  equivalents  are  short-term  in nature  with a maturity of three
months or less when  acquired  and, as such,  a change in interest  rates of one
percentage  point would not have a material impact on our financial  position or
results of operations.

     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 and January 2, 2000, with all other variables held constant. The
increase  of one  percentage  point  with  respect  to our  long-term  debt  (1)
represents  an assumed  average 11% decline in earnings as the weighted  average
interest rate of our  variable-rate  debt at January 3, 1999 and January 2, 2000
approximated 9% and (2) relates only to our variable-rate debt since a change in
interest rates would not affect  interest  expense on our  fixed-rate  debt. The
interest  rate risk  presented  with respect to long-term  debt  represents  the
potential  impact  the  indicated  change in  interest  rates  would have on our
results of operations and not our financial position.

<PAGE>

Item 8.  Financial Statements and Supplementary Data.

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Page
                                                                      ----

Independent Auditors' Report......................................
Consolidated Balance Sheets as of January 3, 1999
    and January 2, 2000...........................................
Consolidated Statements of Operations for the fiscal
    years ended December 28, 1997, January 3, 1999,
    and January 2, 2000...........................................
Consolidated Statements of Stockholders' Equity
    (Deficit) for the fiscal years ended
    December 28, 1997, January 3, 1999 and
    January 2, 2000...............................................
Consolidated Statements of Cash Flows for the fiscal
    years ended December 28, 1997,
    January 3, 1999, and January 2, 2000..........................
Notes to Consolidated Financial Statements........................

<PAGE>

                           INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders 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 2, 2000
and January 3, 1999,  and the related  consolidated  statements  of  operations,
stockholders'  equity  (deficit),  and cash  flows for each of the three  fiscal
years in the period ended January 2, 2000.  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 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.

       In our opinion, such consolidated financial statements present fairly, in
all material  respects,  the financial  position of the Company as of January 2,
2000 and  January 3, 1999,  and the results of their  operations  and their cash
flows for each of the three fiscal years in the period ended  January 2, 2000 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, New York
March 10, 2000

<PAGE>

<TABLE>
<CAPTION>


                                     TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS
                                            (In thousands except share data)

                                                                                             January 3,     January 2,
                                                                                                1999            2000
                                                                                                ----            ----
                                         ASSETS

<S>                                                                                         <C>            <C>
Current assets:
    Cash (including cash equivalents of $32,997 and $13,001)................................$     39,578   $     22,108
    Receivables (Note 4)....................................................................      35,892         50,579
    Inventories (Note 4)....................................................................      41,563         55,848
    Deferred income tax benefit (Note 7)....................................................      11,700         11,276
    Prepaid expenses and other current assets...............................................       4,422          2,816
                                                                                            ------------   ------------
         Total current assets...............................................................     133,155        142,627
Properties (Note 4).........................................................................      15,998         17,839
Unamortized costs in excess of net assets of acquired companies (Note 4)....................     120,145        119,356
Trademarks (Note 4).........................................................................     254,340        244,181
Other intangible assets (Note 4)............................................................         565         31,122
Deferred costs and other assets (Note 4)....................................................      12,367         15,780
                                                                                            ------------   ------------
                                                                                            $    536,570   $    570,905
                                                                                            ============   ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Current portion of long-term debt (Notes 5 and 6).......................................$      8,338   $     32,301
    Accounts payable .......................................................................      33,918         28,063
    Accrued expenses (Note 4)...............................................................      35,260         54,978
    Due to Triarc Companies, Inc. and affiliates (Notes 7 and 17)...........................      18,158         30,064
                                                                                            ------------   ------------
         Total current liabilities..........................................................      95,674        145,406
Long-term debt (Notes 5 and 6)..............................................................     282,951        646,009
Deferred income taxes (Note 7)..............................................................      35,500         61,337
Other liabilities...........................................................................       3,552          5,615
Redeemable preferred stock (Note 8).........................................................      87,587         96,320
Commitments and contingencies  (Notes 3, 7, 15, 16 and 18)
Stockholders' equity (deficit) (Notes 5 and 9):
    Common stock, $1.00 par value; authorized 2,000,000 shares, issued and
        outstanding 850,000 and 850,500 shares..............................................         850            850
    Additional paid-in capital..............................................................      35,761            --
    Accumulated deficit.....................................................................      (5,342)       (72,197)
    Receivable from parent..................................................................         --        (312,417)
    Accumulated other comprehensive income (deficit)........................................          37            (18)
                                                                                            ------------   ------------
          Total stockholders' equity (deficit)..............................................      31,306       (383,782)
                                                                                            ------------   ------------
                                                                                            $    536,570   $    570,905
                                                                                            ============   ============




          See accompanying  notes to consolidated  financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                     TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (In thousands)

                                                                                         Year Ended
                                                                      ----------------------------------------------
                                                                      December 28,       January 3,       January 2,
                                                                          1997             1999             2000
                                                                          ----             ----             ----

<S>                                                                   <C>             <C>               <C>
Net revenues..........................................................$    408,841    $     611,546     $     651,076
                                                                      ------------    -------------     -------------

Costs and expenses:
   Cost of sales, excluding depreciation and amortization related
     to sales of $790, $1,265 and $1,629..............................     239,137          359,123           380,831
   Advertising, selling and distribution (Note 1).....................     101,052          136,772           145,634
   General and administrative.........................................      28,252           37,826            42,267
   Depreciation and amortization, excluding amortization of
      deferred financing costs........................................      16,236           21,665            22,907
   Capital structure reorganization related charges (Note 10).........         --               --              3,348
   Charges (credit) related to post-acquisition transition,
     integration and changes to business strategies (Note 11).........      32,840              --               (549)
                                                                      ------------    -------------     -------------
                                                                           417,517          555,386           594,438
                                                                      ------------    -------------     -------------
         Operating profit (loss)......................................      (8,676)          56,160            56,638
Interest expense .....................................................     (22,270)         (28,587)          (36,030)
Gain (loss) on sale of business (Note 12).............................          --            4,702              (889)
Other income, net (Note 13)...........................................       2,071            1,510             1,409
                                                                      ------------    -------------     -------------
         Income (loss) before income taxes and
            extraordinary charges.....................................     (28,875)          33,785            21,128
Benefit from (provision for) income taxes (Note 7)....................      10,072          (14,627)          (12,675)
                                                                      ------------    -------------     -------------
         Income (loss) before extraordinary charges...................     (18,803)          19,158             8,453
Extraordinary charges (Note 14).......................................      (1,154)             --             (4,876)
                                                                      ------------    -------------     -------------
         Net income (loss)............................................$    (19,957)   $      19,158     $       3,577
                                                                      ============    =============     =============





  See accompanying  notes to consolidated  financial statements.


</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                     TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                            (In thousands except share data)


                                                                                                  Cumulative Other
                                                                                              Comprehensive Income (Loss)
                                                                                              --------------------------
                                                                                               Unrealized
                                            Common Stock                                     Gain (Loss) on
                                         ------------------ Additional             Receivable  Available-     Currency
                                          Number      Par     Paid-in  Accumulated    from      for-Sale     Translation
                                         Of Shares   Value    Capital    Deficit     Parent    Investments    Adjustment    Total
                                         ---------   -----    -------    -------     ------    -----------    ----------    -----

<S>                                         <C>    <C>     <C>         <C>         <C>            <C>        <C>         <C>
Balance at December 31, 1996..........       873   $    1  $   27,499  $     (510) $       --     $   --     $     --    $   26,990
                                                                                                                         ----------
   Comprehensive loss:
      Net loss........................        --       --          --     (19,957)         --         --           --       (19,957)
      Unrealized gain on available-
         for-sale investment..........        --       --          --          --          --          42          --            42
      Net change in currency
         translation adjustment.......        --       --          --          --          --         --           56            56
                                                                                                                         ----------
      Comprehensive loss..............        --       --          --          --          --         --           --       (19,859)
                                                                                                                         ----------
   Pushdown of Triarc Companies,
      Inc.'s acquisition basis in
      Stewart's Beverages, Inc.
      (Notes 3 and 9).................        --       --      40,847          --          --          --          --        40,847
   Capital contribution through
      forgiveness of a liability to
      Triarc Companies, Inc.
      (Note 17).......................        --       --         625          --          --         --           --           625
   Issuance of 1,000 shares of
      Triarc Beverage Holdings
      Corp. common stock
      (Note 9)........................     1,000        1          --          --          --         --           --             1
   Dividend requirement on
      redeemable preferred stock
      (Note 8)........................        --       --      (4,604)         --          --         --           --        (4,604)
   Contribution of 873 shares of
      Mistic Brands, Inc. common
      stock to Triarc Beverage
      Holdings Corp...................      (873)      (1)         --          --          --         --           --            (1)
   Triarc Beverage Holdings Corp.
      common stock split
      (Note 9)........................   849,000      849        (849)         --          --         --           --            --
                                      ----------   ------  ----------  ----------  -----------    -------    --------    ----------
Balance at December 28, 1997..........   850,000      850      63,518     (20,467)         --          42          56        43,999
                                                                                                                         ----------
   Comprehensive income:
      Net income......................        --       --          --      19,158          --         --           --        19,158
      Reclassification adjustment
         for prior year appreciation
         on available-for-sale
         investment sold during
         the year.....................        --       --          --         --           --         (42)         --           (42)
      Net change in currency
         translation adjustment.......        --       --          --          --          --          --         (19)          (19)
                                                                                                                         ----------
      Comprehensive income............        --       --          --          --          --          --          --        19,097
                                                                                                                         ----------
   Adjustment to pushdown of
      Triarc Companies, Inc.'s
      acquisition basis in Stewart's
      Beverages, Inc. (Note 3)........        --       --        (251)         --          --          --          --          (251)
   Cash dividends.....................        --       --     (19,523)     (4,033)         --          --          --       (23,556)
   Dividend requirement on
      redeemable preferred stock
      (Note 8)........................        --       --      (7,983)        --           --          --          --        (7,983)
                                      ----------   ------  ----------  ----------  -----------    -------    --------    ----------
Balance at January 3, 1999............   850,000      850      35,761      (5,342)         --          --          37        31,306
                                                                                                                         ----------
   Comprehensive income:
      Net income......................       --       --          --        3,577          --         --          --          3,577
      Net change in currency
         translation adjustment.......       --       --          --          --           --         --          (55)          (55)
                                                                                                                         ----------
      Comprehensive income............       --       --          --          --           --         --          --          3,522
                                                                                                                         ----------
   Dividend requirement on
      redeemable preferred stock

      (Note 8)........................       --       --       (1,192)     (7,541)         --         --          --         (8,733)
   Cash dividends (Note 5)............       --       --      (34,569)    (48,268)         --         --          --        (82,837)
   Receivable from parent
      resulting from issuance of
      10 1/4% senior subordinated
      notes due 2009 (Note 5).........       --       --          --          --      (300,000)       --          --       (300,000)
   Increase to receivable from
      parent for accrued interest
      on the 10 1/4% senior
      subordinated notes due 2009
      (Note 5)........................        --      --          --          --       (12,417)       --          --        (12,417)
   Transfer of deferred income tax
      benefits as if it were a
      distribution (Note 7)...........       --       --          --      (14,676)         --         --          --        (14,676)
   Issuance of Triarc Beverage
      Holdings Corp. common
      stock upon exercise of stock
      options (Note 9)................       500      --          --           53          --         --          --             53
                                      ----------   ------  ----------  ----------  -----------    -------    --------    ----------
Balance at January 2, 2000............   850,500   $  850  $      --   $  (72,197) $  (312,417)   $   --     $    (18)   $ (383,782)
                                      ==========   ======  ==========  ==========  ===========    =======    ========    ==========



                 See   accompanying   notes  to  consolidated financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                           TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          (In thousands)

                                                                                              Year Ended
                                                                            --------------------------------------------
                                                                            December 28,      January 3,      January 2,
                                                                                1997             1999            2000
                                                                                ----             ----            ----

<S>                                                                         <C>             <C>              <C>
Cash flows from operating activities:
    Net income (loss).....................................................  $  (19,957)     $    19,158      $      3,577
    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..................      11,674           16,169            17,047
        Depreciation and amortization of properties.......................       4,562            5,496             5,860
        Amortization of deferred financing costs .........................       1,541            1,885             2,233
        Write-off of unamortized deferred financing costs and, in
           1999, interest rate cap agreement costs........................       1,889               --             7,990
        Provision for (benefit from) deferred income taxes................     (10,855)           2,245             8,366
        Provision for doubtful accounts...................................       1,878            1,029               929
        Capital structure reorganization related charge...................         --               --              3,348
        Net provision (reversal or payments) for charges related to
           post-acquisition transition, integration and changes to
           business strategies............................................      21,509           (6,025)             (549)
        (Gain) loss on sale of business...................................          --           (4,702)              889
        Other, net........................................................       2,305             (487)            1,898
        Changes in operating assets and liabilities:
           Decrease (increase) in receivables.............................       8,996            2,747           (13,418)
           Decrease (increase) in inventories.............................       6,854            3,388           (11,409)
           Decrease (increase) in prepaid expenses and other
               current assets.............................................       1,915             (538)            1,379
           Decrease in accounts payable and accrued expenses..............      (6,808)         (14,197)           (5,754)
           Increase in due to Triarc Companies, Inc. and affiliates.......      13,903            2,404             6,948
                                                                            ----------      -----------      ------------
                  Net cash provided by operating activities...............      39,406           28,572            29,334
                                                                            ----------      -----------      ------------
Cash flows from investing activities:
      Acquisition of Snapple Beverage Corp. ..............................    (307,205)             (43)              --
      Other business acquisitions (cash acquired in 1997).................       2,409              --            (34,336)
      Capital expenditures................................................      (2,724)          (5,799)           (7,388)
      Proceeds from sale of investment in Select Beverages, Inc...........          --           28,342               --
      Other...............................................................         354              542              (646)
                                                                            ----------      -----------      ------------
                  Net cash provided by (used in) investing activities.....    (307,166)          23,042           (42,370)
                                                                            ----------      -----------      ------------
Cash flows from financing activities:
     Proceeds from long-term debt ........................................     303,400              --            378,700
     Repayments of long-term debt ........................................     (75,636)         (12,259)         (291,752)
     Dividends............................................................         --           (23,556)          (82,837)
     Deferred financing costs.............................................     (11,385)             --            (16,991)
     Reimbursement of estimated deferred financing costs from
        affiliate.........................................................         --               --              3,800
     Net advances from affiliate..........................................         --               --              4,593
     Proceeds from issuance of redeemable preferred stock.................      75,000              --                --
     Proceeds from stock option exercises.................................         --               --                 53
     Proceeds from issuance of common stock...............................           1              --                --
                                                                            ----------      -----------      ------------
                  Net cash provided by (used in) financing activities.....     291,380          (35,815)           (4,434)
                                                                            ----------      -----------      ------------
  Net increase (decrease) in cash and cash equivalents....................      23,620           15,799           (17,470)
  Cash and cash equivalents at beginning of year..........................         159           23,779            39,578
                                                                            ----------      -----------      ------------
  Cash and cash equivalents at end of year ...............................  $   23,779      $    39,578      $     22,108
                                                                            ==========      ===========      ============

  Supplemental  disclosures of cash flow information:
     Cash paid  during the year for:

          Interest........................................................  $   18,413      $    24,552      $     30,914
                                                                            ==========      ===========      ============
          Income taxes, net of refunds....................................  $      391      $     2,784      $       (194)
                                                                            ==========      ===========      ============


</TABLE>

     Due to their non-cash nature, the following  transactions are not reflected
in the consolidated statements of cash flows (expressed in whole dollars):

        On November 25, 1997 Triarc Companies, Inc.("Triarc Parent"), the direct
     parent of the  Company  (see  Note 1 for  definition),  acquired  Stewart's
     Beverages,  Inc. ("Stewart's") for 1,566,858 shares of Triarc Parent common
     stock  exchanged  for all of the then  outstanding  stock of Stewart's  and
     154,931  stock  options  of  Triarc  Parent  exchanged  for all of the then
     outstanding  stock options of  Stewart's.  The  Stewart's  acquisition  was
     accounted for by Triarc Parent in  accordance  with the purchase  method of
     accounting.  Triarc  Parent's  basis  in  Stewart's  was  "pushed  down" to
     Stewart's and the excess of the purchase price over the net assets acquired
     was allocated to the Stewart's  assets and  liabilities  as of November 25,
     1997.  See Note 3 to the  consolidated  financial  statements  for  further
     discussion of this transaction.

         On May 22, 1997 the Company acquired Snapple Beverage Corp. The portion
     of the  purchase  price  that was not yet  paid as of  December  28,  1997,
     representing  a portion of the  expenses  related to the  acquisition,  was
     $2,181,000.

         During 1997 Triarc  Parent made a capital  contribution  to the Company
     through the assumption or forgiveness of liabilities of Mistic Brands, Inc.
     of  $625,000.  See Note 17 to the  consolidated  financial  statements  for
     further discussion of this transaction.

         During 1997, 1998 and 1999 the Company  recorded  cumulative  dividends
     not  declared  or paid on its  redeemable  preferred  stock of  $4,604,000,
     $7,983,000  and  $8,733,000,  respectively,  as  increases  in  "Redeemable
     preferred stock" with offsetting charges to "Additional paid-in-capital" to
     the extent such  balance  was  positive,  and  thereafter  to  "Accumulated
     deficit,"  since  payment of the  dividends is not solely in the control of
     the Company.

         During 1999 Triarc Consumer Products Group, LLC ("TCPG"), the parent of
     the Company,  and the Company issued  $300,000,000  principal  amount of 10
     1/4% senior subordinated notes due 2009 (the "Notes"). TCPG and the Company
     have both recorded their  obligations under the Notes as of January 2, 2000
     consisting  of  $300,000,000   principal   amount  as  long-term  debt  and
     $12,417,000 of related accrued but unpaid  interest in "Accrued  expenses."
     The  Company  has  reported  a  corresponding  charge  of  $312,417,000  in
     "Receivable from parent" included as a component of stockholders'  deficit.
     See Note 5 to the consolidated  financial statements for further discussion
     of this transaction.

         During 1999 the Company transferred  $14,676,000 of deferred income tax
     benefits to Triarc Parent as if such transfer were a distribution  from the
     Company  to  Triarc  Parent.  See  Note  7 to  the  consolidated  financial
     statements for further discussion of this transaction.

         See   accompanying    notes   to   consolidated financial statements.



<PAGE>

                  TRIARC BEVERAGE HOLDINGS CORP. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 January 2, 2000

(1) Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

    Triarc Beverage  Holdings Corp.  ("Triarc Beverage  Holdings"),  an indirect
99.9% 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") and the concurrent  contribution
to Triarc Beverage Holdings by Triarc Parent of Mistic Brands,  Inc. ("Mistic" -
acquired by Triarc  Parent  prior to January 1, 1997).  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 which was
then wholly owned by Triarc Parent.  Effective May 17, 1999 TCPG contributed the
stock of Stewart's Beverages,  Inc. ("Stewart's," - acquired by Triarc Parent on
November 25, 1997), formerly Cable Car Beverage Corporation,  to Triarc Beverage
Holdings.  See  Note  3 for a  discussion  of the  1997  Snapple  and  Stewart's
acquisitions.

    The   accompanying   consolidated   financial   statements   represent   the
consolidated financial position,  results of operations and cash flows of Mistic
from  January 1, 1997 through May 22, 1997 and of Triarc  Beverage  Holdings and
its subsidiaries,  Snapple,  Mistic and, effective November 25, 1997, Stewart's,
from May 22, 1997 to January 2, 2000. The consolidated  financial statements for
the period  from  January 1, 1997  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,  are
presented on an "as if pooling" basis.  The  consolidated  financial  statements
include the  consolidated  financial  position,  results of operations  and cash
flows of Stewart's  from its November 25, 1997  acquisition  by Triarc Parent to
its May 17, 1999  contribution  to the  Company  since  Stewart's  was under the
common  control of Triarc  Parent  during  such  period  and,  accordingly,  are
presented on an "as if pooling basis." The entity  representative of Mistic from
January  1,  1997  to  May  22,  1997  and  Triarc  Beverage  Holdings  and  its
subsidiaries  from May 22, 1997 through  January 2, 2000,  or any one or more of
such entities or their subsidiaries, is referred to herein as the "Company." The
aforementioned  capital contributions of subsidiaries by Triarc Parent to Triarc
Beverage  Holdings have been recognized  using carryover basis  accounting since
all such  entities  were under  common  control from their  respective  dates of
formation or acquisition by Triarc Parent.

    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
contained 52 weeks and commenced January 1, 1997 and ended on December 28, 1997,
its 1998 fiscal year  contained  53 weeks and  commenced  December  29, 1997 and
ended on  January  3,  1999 and its 1999  fiscal  year  contained  52 weeks  and
commenced  January  4, 1999 and ended on  January  2,  2000.  Such  periods  are
referred to herein as (1) "the year ended December 28, 1997" or "1997," (2) "the
year ended  January 3, 1999" or "1998" and (3) "the year ended  January 2, 2000"
or "1999,"  respectively.  January 3, 1999 and  January 2, 2000 are  referred to
herein as "Year-End 1998" and "Year-End 1999," 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 money market
mutual funds.

Inventories

    The  Company's  inventories  are stated at the lower of cost or market  with
cost determined in accordance with the first-in, first-out basis.

Non-Current Investments

     The Company had non-current  investments during 1997 and 1998 (see Notes 11
and  13).  Such  investments  in  which it had  significant  influence  over the
investee ("Equity Investments") were accounted for in accordance with the equity
method of accounting under which the consolidated results included 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 was being  amortized to equity in earnings  (losses) of
investees  included  in "Other  income,  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 3 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.
Distribution  rights are being amortized on the straight-line  basis principally
over 15 years.  Other intangible assets are being amortized on the straight-line
basis  over 2 to 7 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, the 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 2, 2000
is  approximately  two  percentage  points  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 fair
value 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 income (deficit)" in "Stockholders' equity (deficit)."

Advertising Costs and Promotional Allowance

     The Company  accounts for  advertising  production  costs by expensing such
production costs the first time the related advertising takes place. Advertising
costs amounted to  $24,661,000,  $33,205,000  and $31,652,000 for 1997, 1998 and
1999,  respectively.  In addition the Company supports its beverage bottlers and
distributors  with promotional  allowances the most significant of which are for
(1) indirect  advertising by such bottlers and distributors  including  in-store
displays  and  point-of-sale   materials,  (2)  cold  drink  equipment  and  (3)
promotional  merchandise.  Promotional  allowances are principally expensed when
the  related  promotion  takes  place.  Estimates  used to expense  the costs of
certain promotions where the Company expects reporting delays by the bottlers or
distributors   are  adjusted   quarterly  based  on  actual  amounts   reported.
Promotional allowances amounted to $51,011,000,  $65,960,000 and $73,388,000 for
1997, 1998 and 1999, respectively, and are included in "Advertising, selling and
distribution" in the accompanying consolidated statements of operations.

Income Taxes

     The Company is included in the  consolidated  Federal  income tax return of
Triarc Parent.  Pursuant to  tax-sharing  agreements  among Triarc Parent,  TCPG
and/or the  Company,  Federal  income taxes are provided on the same basis as if
the Company  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 when  inventory is shipped or  delivered.  Sales
terms generally do not allow a right of return.

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 including  all-natural
ready-to-drink  iced teas,  fruit drinks,  juices and carbonated sodas under the
principal brand names  Snapple(R),  Snapple  Elements(TM),  Whipper  Snapple(R),
Snapple Farms(R),  Snapple  Refreshers(TM),  Mistic(R),  Mistic Fruit Blast(TM),
Mistic   Italian  Ice   Smoothies(TM),   Mistic   SunValley   Squeeze(TM),   and
Stewart's(R).  The Company manages and internally  reports its operations as one
business  segment  in  evaluating   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.

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
9% of consolidated  revenues.  While the Company has chosen to purchase  certain
raw materials  (such as aspartame) on an exclusive  basis from single  suppliers
and other raw materials  (such as glass bottles) from a relatively  small number
of suppliers,  the Company believes that, if necessary,  adequate raw materials,
other  than  glass  bottles,  can be  obtained  from  alternate  sources.  It is
uncertain  whether all of the glass  bottles  supplied by two  suppliers,  which
supplied  approximately  88% of the Company's  1999  purchases of glass bottles,
could be replaced by alternate sources.  Management,  however,  does not believe
that it is reasonably possible that the Company's largest glass bottle suppliers
will be unable to supply  substantially all of their anticipated  volumes in the
near term.  The Company's  three largest co- packer  facilities  represented  an
aggregate of 54% of the Company's total 1999 production.  One co-packer held 18%
of the  Company's  finished  goods  inventory as of January 2, 2000.  Management
believes,  however,  that  sufficient  replacement  co-packer  services could be
obtained if necessary.  The Company's  product  offerings are varied,  including
fruit flavored beverages,  iced teas, lemonades,  carbonated sodas, fruit juices
and flavored  seltzers.  Risk of  geographical  concentration  is also minimized
since the Company generally  operates  throughout the United States with minimal
foreign exposure.

(3) Business Acquisitions

1999 Transactions

Millrose and Long Island Snapple Acquisitions

     On February  26, 1999 the Company  acquired  (the  "Millrose  Acquisition")
Millrose  Distributors,  Inc.  ("Millrose"),  a New  Jersey  distributor  of the
Company's  beverages which prior to the transaction  acquired  certain assets of
Mid-State  Beverage,  Inc.,  for  cash of  $17,491,000  (including  expenses  of
$241,000), subject to certain post-closing adjustments.

     On  January  2,  2000  the  Company  acquired  (the  "Long  Island  Snapple
Acquisition") Snapple Distributors of Long Island, Inc. ("Long Island Snapple"),
a  distributor  of Snapple and Stewart's  products on Long Island,  New York for
cash  of  $16,845,000  (including  expenses  of  $45,000),  subject  to  certain
post-closing adjustments. The Company also entered into a three-year non-compete
agreement  with the  sellers for  $2,000,000  (discounted  value of  $1,246,000)
payable ratably over a ten-year period.

     The  Millrose  Acquisition  and the Long Island  Snapple  Acquisition  were
accounted  for in  accordance  with  the  purchase  method  of  accounting.  The
allocation of the purchase price of Millrose and the  preliminary  allocation of
the purchase price of Long Island Snapple to the assets and liabilities  assumed
is presented below under "Purchase Price Allocations of Acquisitions."

1997 Transactions

Acquisition of Snapple

     On May 22, 1997 the Company acquired (the "Snapple Acquisition") Snapple, a
marketer  and  distributor  of premium  beverages,  from The Quaker Oats Company
("Quaker")  for  $309,386,000  consisting  of  cash of  $300,126,000  (including
$126,000 of post-closing  adjustments) and $9,260,000 of fees and expenses.  The
purchase price for the Snapple  Acquisition was funded from (1)  $250,000,000 of
borrowings by Snapple on May 22, 1997 under a $380,000,000 credit agreement (the
"Former  Beverage  Credit  Agreement"  - see Note 5),  entered  into by Snapple,
Mistic,  Triarc  Beverage  Holdings  and,  as  amended  as of August  15,  1998,
Stewart's and (2)  $75,000,000  from the issuance of 75,000 shares of redeemable
preferred stock (see Note 8) 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
Stewart's  Acquisition  (see below),  is presented  below under  "Purchase Price
Allocations of Acquisitions."

Stewart's Acquisition

     On November 25, 1997 Triarc Parent acquired (the  "Stewart's  Acquisition")
Stewart's,  a marketer and distributor of premium beverages in the United States
and  Canada,  primarily  under the  Stewart's(R)  brand name,  for an  aggregate
purchase price of  $40,596,000.  Such purchase price  consisted of (1) 1,566,858
shares of Triarc Parent common stock with a value of  $37,409,000 as of November
25,  1997  (based  on the  closing  price of such  common  stock on such date of
$23.875 per share),  issued in exchange for all of the then outstanding stock of
Stewart's,  (2) 154,931  options to acquire  Triarc Parent common stock,  with a
value of  $2,788,000  (based on a  calculation  using the  Black-Scholes  option
pricing  model) as of November 25, 1997,  issued in exchange for all of the then
outstanding  stock  options of Stewart's  and (3)  $399,000 of related  expenses
(originally estimated at $650,000).

     The Stewart's Acquisition was accounted for in accordance with the purchase
method of  accounting.  The allocation of the purchase price of Stewart's to the
assets acquired and liabilities  assumed,  along with allocations related to the
Snapple  Acquisition,  is presented below under  "Purchase Price  Allocations of
Acquisitions."

Purchase Price Allocations of Acquisitions

     The following  table sets forth the  allocation  of the aggregate  purchase
prices of the  acquisitions  discussed  above and a  reconciliation  to business
acquisitions  in the  accompanying  consolidated  statements  of cash  flows (in
thousands):

                                                   1997       1998       1999
                                                   ----       ----       ----

    Current assets............................   $113,767    $   --     $ 4,585
    Properties................................     21,613        --         566
    Goodwill..................................    102,271       (251)     4,619
    Trademarks................................    221,300        --         --
    Other intangible assets...................        --         --      31,524
    Other assets..............................     27,697        --         --
    Current liabilities ......................    (73,898)        43         94
    Long-term debt assumed including
      current portion.........................       (686)       --         --
    Deferred income tax liabilities...........    (52,513)       --      (5,843)
    Other liabilities.........................    (13,908)       --      (1,209)
                                                 --------    -------    -------
                                                  345,643       (208)    34,336
    Less (plus):
         Purchase price (including estimated
         expenses of $650 adjusted  by $251
         in 1998) for Stewart's Acquisition
         paid by Triarc Parent  through the
         issuance of its common stock and
         stock options and "pushed down"
         to Stewart's.........................     40,847       (251)       --
                                                 --------    -------    -------
                                                 $304,796    $    43    $34,336
                                                 ========    =======    =======
(4) Balance Sheet Detail

Receivables

     The following is a summary of the components of receivables (in thousands):

                                                       Year-End
                                                  ------------------
                                                   1998        1999
                                                   ----        ----

      Receivables:
         Trade....................................$35,521     $46,104
         Other....................................  3,390       6,978
                                                  -------     -------
                                                   38,911      53,082
      Less allowance for doubtful accounts........  3,019       2,503
                                                  -------     -------
                                                  $35,892     $50,579
                                                  =======     =======

     The  following is an analysis of the  allowance  for doubtful  accounts (in
thousands):

                                                    1997      1998       1999
                                                    ----      ----       ----
   Trade:
      Balance at beginning of year..............$    450     $4,557    $3,019
      Provision for doubtful accounts...........   4,132(a)   1,029       380(b)
      Recoveries of accounts previously
          written off...........................     595        --         --
      Uncollectible accounts written off........    (620)    (2,567)     (896)
                                                --------     ------   -------
      Balance at end of year....................$  4,557     $3,019   $ 2,503
                                                ========     ======   =======
      ------------

     (a)  Includes   $2,254,000   charged  to  "Charges   (credit)   related  to
          post-acquisition  transition,  integration  and  changes  to  business
          strategies" (see Note 5).
     (b)  Includes   $549,000   credited   to  "Charges   (credit)   related  to
          post-acquisition  transition,  integration  and  changes  to  business
          strategies" (see Note 5).

      Substantially  all  receivables are pledged as collateral for certain debt
(see Note 5).

Inventories

     The following is a summary of the components of inventories (in thousands):

                                                         Year-End
                                                  ----------------------
                                                      1998        1999
                                                      ----        ----

      Raw materials...............................$  16,662    $  17,540
      Finished goods..............................   24,901       38,308
                                                  ---------    ---------
                                                  $  41,563    $  55,848
                                                  =========    =========

     Substantially  all  inventories  are pledged as collateral for certain debt
(see Note 5).

Properties

     The following is a summary of the components of properties (in thousands):

                                                                  Year-End
                                                            -------------------
                                                              1998        1999
                                                              ----        ----

    Machinery and equipment.................................$21,648     $28,077
    Leasehold improvements..................................  4,166       4,727
    Leased assets capitalized...............................    294         248
                                                            -------     -------
                                                             26,108      33,052
    Less accumulated depreciation and
        amortization........................................ 10,110      15,213
                                                            -------     -------
                                                            $15,998     $17,839
                                                            =======     =======

     Substantially  all  properties  are pledged as collateral  for certain debt
(see Note 5).

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):

                                                            Year-End
                                                    ------------------------
                                                        1998         1999
                                                        ----         ----

    Costs in excess of net assets of acquired
        companies (Note 3)..........................$  131,349    $  135,968
    Less accumulated amortization...................    11,204        16,612
                                                    ----------    ----------
                                                    $  120,145    $  119,356
                                                    ==========    ==========

Trademarks

     The following is a summary of the components of trademarks (in thousands):

                                                    Year-End
                                           ------------------------
                                               1998          1999
                                               ----          ----

    Trademarks.............................$  276,900    $  276,900
    Less accumulated amortization..........    22,560        32,719
                                           ----------     ---------
                                           $  254,340    $  244,181
                                           ==========    ==========


     Substantially  all  trademarks  are pledged as collateral  for certain debt
(see Note 5).


Other Intangible Assets

     The following is a summary of the components of other intangible assets (in
thousands):

                                                                   Year-End
                                                            --------------------
                                                              1998        1999
                                                              ----        ----

    Distribution rights.....................................$   196     $27,916
    Non-compete agreements..................................  3,000       5,446
    Other...................................................    804       2,651
                                                            -------     -------
                                                              4,000      36,013
    Less accumulated amortization...........................  3,435       4,891
                                                            -------     -------
                                                            $   565     $31,122
                                                            =======     =======

Deferred Costs and Other Assets

     The following is a summary of the  components  of deferred  costs and other
assets (in thousands):

                                                                  Year-End
                                                            -------------------
                                                              1998        1999
                                                              ----        ----
    Deferred financing costs................................$11,246     $13,531
    Less accumulated amortization of deferred
        financing costs.....................................  3,101       1,930
                                                            -------     -------
                                                              8,145      11,601
    Other...................................................  4,222       4,179
                                                            -------     -------
                                                            $12,367     $15,780
                                                            =======     =======

Accrued Expenses

     The  following  is a summary  of the  components  of accrued  expenses  (in
thousands):

                                                                  Year-End
                                                           --------------------
                                                              1998        1999
                                                              ----        ----
    Accrued interest (Note 5)..............................$  2,599     $17,850
    Accrued promotional allowances.........................  10,587      14,135
    Accrued compensation and related benefits..............   6,618      10,212
    Accrued production contract losses (a).................   4,639       3,251
    Other..................................................  10,817       9,530
                                                           --------     -------
                                                           $ 35,260     $54,978
                                                           ========     =======

    ----------

    (a)Represents   obligations  related  to  the  portion  of  those  long-term
       production  contracts with  co-packers,  assumed in  connection  with the
       Snapple  Acquisition,  which the Company  does not  anticipate  utilizing
       based on projected  future  volumes.  The decrease in this accrual during
       1999 was due to obligations paid during such year.

(5) Long-Term Debt

     Long-term debt consisted of the following (in thousands):

                                                                 Year-End
                                                            -------------------
                                                             1998        1999
                                                             ----        ----
    Credit facility term loans bearing interest
        at a weighted average rate of 9.03% at
        January 2, 2000....................................$    --    $ 374,785
    10 1/4% senior subordinated notes due 2009.............     --      300,000
    Former Beverage Credit Agreement term loans
        refinanced in 1999................................. 284,333         --
    Other..................................................   6,956       3,525
                                                           --------   ---------
          Total debt....................................... 291,289     678,310
          Less amounts payable within one year.............   8,338      32,301
                                                           --------   ---------
                                                           $282,951   $ 646,009
                                                           ========   =========

     Aggregate annual maturities of long-term debt, including  capitalized lease
obligations, were as follows as of January 2, 2000 (in thousands):

        2000...........................................  $   32,301
        2001...........................................       7,912
        2002...........................................       9,578
        2003...........................................      11,267
        2004...........................................      11,686
        Thereafter.....................................     605,566
                                                         ----------
                                                         $  678,310
                                                         ==========

     On February 25, 1999 TCPG and Triarc Beverage Holdings issued  $300,000,000
principal amount of 10 1/4% senior subordinated notes due 2009 (the "Notes") and
Snapple, Mistic and Stewart's, as well as RC/Arby's Corporation ("RC/Arby's"), a
wholly-owned  subsidiary of TCPG, and Royal Crown Company, Inc. ("Royal Crown"),
a  wholly-owned  subsidiary  of  RC/Arby's,   (collectively,   the  "Borrowers")
concurrently   entered  into  an  agreement  (the  "Credit   Agreement")  for  a
$535,000,000 senior bank credit facility (the "Credit Facility") consisting of a
$475,000,000  term facility,  all of which was borrowed as three classes of term
loans (the "Term  Loans") on February  25,  1999,  and a  $60,000,000  revolving
credit facility (the "Revolving  Credit Facility") which provides for borrowings
(the "Revolving Loans") by Snapple, Mistic, Stewart's, RC/Arby's or Royal Crown.
There were no  borrowings  under the  Revolving  Credit  Facility  in 1999.  The
Company  utilized the proceeds of the  borrowings  under the Term Loans together
with available  cash and cash  equivalents to (1) repay on February 25, 1999 the
$284,333,000  outstanding  principal  amount of the term loans  under the Former
Beverage  Credit  Agreement and  $1,503,000  of related  accrued  interest,  (2)
transfer $92,500,000 of proceeds in conjunction with the transfer of $96,300,000
(including  $3,800,000  relating to then estimated  deferred financing costs) of
obligations  under the Term Loans to Royal Crown, (3) acquire Millrose (see Note
3) for  $17,491,000,  (4)  pay  allocated  fees  and  expenses  of  $16,991,000,
including $3,460,000 of actual costs reimbursed by Royal Crown,  relating to the
consummation   of  the   Credit   Facility   (collectively,   the   "Refinancing
Transactions"), and (5) pay one-time distributions to Triarc Parent through TCPG
of  $87,220,000,  including  dividends of  $82,837,000.  The allocated  fees and
expenses of  $16,991,000  relating to the  consummation  of the Credit  Facility
consist of $15,211,000 of fees and expenses,  including commitment fees, paid to
the  lenders  under the  Credit  Facility,  $1,597,000  of legal,  auditing  and
accounting  fees and $183,000 of other fees. As a result of the repayment  prior
to maturity of the borrowings  under the Former Beverage Credit  Agreement,  the
Company  recognized an extraordinary  charge during 1999 of $4,876,000 (see Note
14).

     Triarc Beverage Holdings and TCPG are co-issuers of the Notes and both have
recorded their  obligations  under the Notes as of January 2, 2000 consisting of
$300,000,000  principal  amount as  long-term  debt and  $12,417,000  of related
accrued but unpaid  interest in "Accrued  expenses."  Since it is intended  that
TCPG will make all principal and interest  payments under the Notes, the Company
has reported a corresponding  charge of $312,417,000 in "Receivable from parent"
included as a component  of  stockholders'  equity  (deficit).  Such amounts are
increased  for  interest  accrued  and  reduced  to the  extent  that TCPG makes
interest and principal  payments on the Notes.  The stated  interest rate on the
Notes is 10 1/4%.  However,  on August  25,  1999 a  temporary  increase  in the
interest  rate by  1/2%  to 10 3/4%  became  effective  because  a  registration
statement  (the  "Registration  Statement")  covering  resales by holders of the
Notes had not been declared effective by the Securities and Exchange  Commission
by August 24,  1999.  The  Registration  Statement  was  declared  effective  on
December  23, 1999 and on January 28,  2000 the  Company  completed  an exchange
offer (the  "Exchange  Offer")  which,  collectively,  permitted the Notes to be
publicly traded.  Upon the completion of the Exchange Offer, the annual interest
rate on the Notes reverted to the original 10 1/4%. The Notes mature in 2009 and
do not require any amortization of principal prior thereto.  However,  under 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 TCPG  consummate a permitted  public equity
offering or receive  proceeds  from a public equity  offering by Triarc  Parent,
TCPG  and 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.

     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 5.82% to 6.13% at January 2, 2000) or an
alternate base rate (the "ABR").  The ABR (8 1/2% at January 2, 2000) represents
the higher of the prime rate or 1/2% over the Federal  funds rate.  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. Revolving Loans and one class of the
Term Loans with Company  outstanding  borrowings of $34,532,000 as of January 2,
2000 (the "Term A Loans")  currently  bear  interest at 3% over LIBOR or 2% over
ABR. The other two classes of Term Loans with Company outstanding  borrowings of
$98,911,000 and $241,342,000 as of January 2, 2000 (the "Term B Loans" and "Term
C  Loans,"  respectively)  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 of the Borrowers.  At January 2, 2000 there was $51,099,000
of borrowing  availability to the Borrowers under the Revolving  Credit Facility
in accordance with  limitations due to such borrowing base. Such amount would be
available  to the Company to the extent not  already  borrowed by Royal Crown or
RC/Arby's  and as of January 2, 2000 Royal Crown and  RC/Arby's did not have any
borrowings thereunder.

     The Borrowers must make mandatory annual  prepayments in an amount, if any,
currently equal to 75% of excess cash flow, as defined in the Credit  Agreement.
Such mandatory  prepayments will be applied on a pro rata basis to the remaining
outstanding  balances of each of the three classes of the Term Loans except that
any lender  that has Term B Loans or Term C Loans  outstanding  may elect not to
have its pro rata share of such loans repaid. Any amount prepaid and not applied
to Term B Loans or Term C Loans as a result of such  election  would be  applied
first  to  the  outstanding  balance  of the  Term A  Loans  and  second  to any
outstanding balance of Revolving Loans, with any remaining amount being returned
to the Borrowers.  In connection  therewith,  a $28,349,000  prepayment  will be
required to be made by any Borrower or  Borrowers in the second  quarter of 2000
in respect  of the year ended  January  2,  2000.  Of the  required  prepayment,
$22,602,000  represents the payment of Company borrowings and accordingly,  such
amount is included in "Current  portion of long-term  debt" in the  accompanying
consolidated balance sheet as of January 2, 2000. To the extent the Company pays
more  or  less  than  $22,602,000  of the  excess  cash  flow  prepayment,  such
difference  will be recorded  as a  receivable  from or payable to Royal  Crown.
After  consideration  of the  effect of this  excess  cash flow  prepayment  and
assuming lenders of Term B Loans and Term C Loans elect to accept their pro rata
share of such  prepayment,  the  Company  outstanding  Term  Loans  would be due
$28,862,000  in 2000  including  the  estimated  excess  cash  flow  prepayment,
$7,873,000 in 2001,  $9,563,000 in 2002,  $11,255,000  in 2003,  $11,676,000  in
2004, $70,580,000 in 2005,  $181,973,000 in 2006 and $53,003,000 in 2007 and any
Revolving  Loans would be due in full in March 2005. Such maturities will change
if the  Company  is  required  to make any  future  excess  cash flow  payments.
Pursuant to the Credit  Agreement the Company can make voluntary  prepayments of
the Term Loans.  As of March 10,  2000 no such  voluntary  prepayments  had been
made. However, if the Company makes voluntary prepayments of the Term B and Term
C Loans it will incur prepayment  penalties of 1.0% and 1.5%,  respectively,  of
any future amount of such Term Loans repaid through February 25, 2001.

     Under the Credit  Agreement,  substantially  all of the assets,  other than
cash  and  cash  equivalents,   of  the  Company,  along  with  those  of  other
subsidiaries  of TCPG,  are pledged as  security.  In addition,  the  Borrowers'
obligations with respect to (1) the Notes are guaranteed (the "Note Guarantees")
by, among other subsidiaries of TCPG, Snapple, Mistic and Stewart's,  and all of
their domestic  subsidiaries  and (2) the Credit  Facility are  guaranteed  (the
"Credit  Facility  Guaranty")  by TCPG and,  among other  subsidiaries  of TCPG,
Triarc Beverage Holdings and  substantially all of the domestic  subsidiaries of
Snapple,  Mistic and Stewart's.  As collateral for the Credit Facility Guaranty,
all of the stock of Snapple,  Mistic and Stewart's,  among other subsidiaries of
TCPG,  and  all of  their  domestic  and  65% of the  stock  of  each  of  their
directly-owned foreign subsidiaries is pledged. The Note Guarantees are full and
unconditional,  are on a joint and several basis and are unsecured.  As a result
of such guarantees,  condensed consolidating financial statements of the Company
are  presented in Note 19 which depict,  in separate  columns,  Triarc  Beverage
Holdings as the parent  company and co-issuer of the Notes,  those  subsidiaries
which are guarantors,  those subsidiaries which are non-guarantors,  elimination
adjustments and the  consolidated  total as if such guarantees were in effect as
of January 1, 1997. 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 debt agreements  contain various  covenants which (1) require
periodic  financial  reporting,  (2) require meeting  financial amount and ratio
tests, (3) 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 (4)  restrict the payment of  dividends  by the  subsidiaries  of
Triarc Beverage Holdings to Triarc Beverage Holdings. Under the most restrictive
of such covenants, Snapple, Mistic and Stewart's are unable to pay any dividends
or make any  loans or  advances  to  Triarc  Beverage  Holdings  other  than (1)
distributions, including dividends, paid by such subsidiaries to Triarc Beverage
Holdings and then to TCPG in connection with the Refinancing  Transactions,  (2)
dividends to Triarc  Beverage  Holdings to the extent  necessary to allow Triarc
Beverage  Holdings  or TCPG to make  scheduled  payments  on the  Notes  and (3)
dividends  paid to Triarc  Beverage  Holdings and, in turn, to TCPG in an amount
not to exceed  $250,000 in any fiscal year, less any amounts paid by Royal Crown
or  RC/Arby's,  to the extent  necessary to allow TCPG to pay certain  expenses.
While there are no restrictions  applicable to Triarc  Beverage  Holdings to pay
dividends to TCPG,  Triarc  Beverage  Holdings is dependent upon cash flows from
its  subsidiaries  to pay  dividends.  As of January 2, 2000 the  Company was in
compliance with all of such covenants.

(6) 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 Triarc Parent and affiliates
and long-term debt. The carrying amounts of cash and cash equivalents,  accounts
payable,  accrued expenses, and due to Triarc Parent and 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 5) were as follows (in thousands):

                                                       Year-End
                                           ------------------------------------
                                                 1998               1999
                                           ----------------   -----------------
                                           Carrying    Fair    Carrying   Fair
                                            Amount    Value     Amount    Value
                                            ------    -----     ------    -----

    Credit Facility term loans............$    --   $    --  $374,785  $ 374,785
    Notes.................................     --        --   300,000    287,250
    Former Beverage Credit Agreement...... 284,333   284,333      --        --
    Other long-term debt .................   6,956     6,956    3,525      3,525
                                          --------  -------- --------  ---------
                                          $291,289  $291,289 $678,310  $ 665,560
                                          ========  ======== ========  =========

     The fair values of the term loans under the Credit Agreement and the Former
Beverage  Credit  Agreement  approximated  their  carrying  values  due  to  the
relatively  frequent resets of their floating  interest rates. The fair value of
the  Notes is based on  quoted  market  prices.  The fair  values  of all  other
long-term debt were assumed to reasonably  approximate  their  carrying  amounts
since the remaining maturities are relatively short-term or the carrying amounts
of such debt are relatively insignificant.

(7)Income Taxes

     As discussed in Note 1, the Company is included in the consolidated Federal
income tax return of Triarc Parent.  Pursuant to a former tax-sharing  agreement
with Triarc Parent through January 3, 1999 and an informal arrangement with TCPG
which, in turn, has a revised tax-sharing agreement with Triarc Parent effective
January 4, 1999, the Company provides for Federal income taxes on the same basis
as if separate  consolidated returns for Triarc Beverage Holdings were filed. As
of January 3, 1999,  the Company was in a net  operating  loss  position and, as
such, there were no taxes currently  payable to Triarc Parent.  As of January 2,
2000, amounts currently payable for Federal income taxes are included in "Due to
Triarc Companies,  Inc. and affiliates" in the accompanying consoldiated balance
sheets.

     The income (loss) before income taxes and  extraordinary  charges consisted
of the following components (in thousands):

                                                 1997       1998       1999
                                                 ----       ----       ----

    Domestic................................. $(29,340) $ 33,641   $  20,979
    Foreign..................................      465       144         149
                                              --------  --------   ---------
                                              $(28,875) $ 33,785   $  21,128
                                              ========  ========   =========

     The benefit from  (provision  for) income taxes  consisted of the following
components (in thousands):

                                                  1997      1998     1999
                                                  ----      ----     ----
    Current:
      Federal..................................$  (262) $(11,638) $ (3,484)
      State....................................   (160)     (699)     (779)
      Foreign..................................   (361)      (45)      (46)
                                               -------  --------  --------
                                                  (783)  (12,382)   (4,309)
                                               -------  --------  --------
    Deferred:
      Federal..................................  9,518      (661)   (7,563)
      State....................................  1,337    (1,584)     (803)
                                               -------  --------  --------
                                                10,855    (2,245)   (8,366)
                                               -------- --------  --------
      Total....................................$10,072  $(14,627) $(12,675)
                                               =======  ========  ========

     The current  deferred income tax benefit and the net  non-current  deferred
income tax (liability) resulted from the following components (in thousands):

                                                                 Year-End
                                                            -----------------
                                                             1998       1999
                                                             ----       ----

      Current deferred income tax benefit:
         Accrued employee benefit costs.................   $ 1,402   $  3,063
         Glass front vending machines written off.......     2,925      2,925
         Allowance for doubtful accounts................     1,382      1,194
         Inventory obsolescence reserves................     1,298      1,009
         Accrued production contract losses.............     1,320        778
         Other, net.....................................     3,373      2,307
                                                           -------    -------
                                                            11,700     11,276
                                                           -------    -------
      Non-current deferred income tax benefit
       (liabilities):
         Trademarks basis differences...................   (55,038)   (55,565)
         Other intangible assets basis differences......      (924)    (6,812)
         Reserve for income tax contingencies and
             other tax matters, net.....................        --     (1,727)
         Depreciation and other properties basis
             differences................................     3,945      3,947
         Net operating loss carryforwards and
            excess income tax  payments under
            tax-sharing agreements, net ................    13,193        --
         Other, net.....................................     3,324     (1,180)
                                                          --------   --------
                                                           (35,500)   (61,337)
                                                          --------   --------
                                                          $(23,800)  $(50,061)
                                                          ========   ========

     The  increase in the net deferred  income tax  (liability)  of  $26,261,000
differs  from the  provision  for  deferred  income  taxes of  $8,366,000.  Such
difference is principally  due to the transfer of $14,676,000 of deferred income
tax benefits to TCPG as if such transfer were a distribution from the Company to
TCPG. In accordance  therewith,  the Company  recorded a charge to  "Accumulated
deficit" and a credit to "Deferred income taxes" of $14,676,000.

     The difference  between the reported  benefit from  (provision  for) income
taxes and the tax benefit  (provision)  that would result from  applying the 35%
Federal   statutory  rate  to  the  income  or  loss  before  income  taxes  and
extraordinary charges is reconciled as follows (in thousands):

                                                    1997      1998       1999
                                                    ----      ----       ----

    Income  tax  benefit (provision) computed
      at Federal statutory rate..................$ 10,106  $ (11,825) $ (7,395)
   (Increase)  decrease  in  Federal  tax
      provision resulting from:
         Provision for income tax contingencies..     --          --    (2,862)
         Amortization of non-deductible Goodwill     (467)    (1,134)   (1,209)
         State income taxes, net of Federal
            income tax effect....................     765     (1,484)   (1,028)
         Other, net..............................    (332)      (184)     (181)
                                                 --------   --------  --------
                                                 $ 10,072   $(14,627) $(12,675)
                                                 ========   ========  ========

(8) 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. On
February 23, 1999 Triarc Parent  contributed  the Redeemable  Preferred Stock to
TCPG. The Redeemable  Preferred Stock (1) 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,  (2) 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,  (3)  requires  mandatory
redemption  on May 22,  2009 at  $100,000  per share  plus  accrued  and  unpaid
dividends and (4) has an aggregate liquidation value of $75,000,000 plus accrued
and unpaid  dividends of $12,587,000  and  $21,320,000 as of January 3, 1999 and
January 2, 2000, respectively.  The cumulative dividends not declared or paid of
$4,604,000,  $7,983,000 and $8,733,000  for 1997,  1998 and 1999,  respectively,
have been  accounted  for as  increases  in  "Redeemable  preferred  stock" with
offsetting  charges to "Additional  paid-in  capital" to the extent such balance
was positive,  and  thereafter to  "Accumulated  deficit,"  since payment of the
dividends is not solely in the control of the Company.

(9) Stockholders' Equity (Deficit)

     Through  May 22,  1997  the  common  stock  reflected  in the  accompanying
consolidated statements of stockholders' equity (deficit) was the 873 issued and
outstanding  shares of Mistic  common stock with a 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.

     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.  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 2,050  shares  available  for future
grants  under the Triarc  Beverage  Plan as of  January  2,  2000.  A summary of
changes  in  outstanding  stock  options  under the Triarc  Beverage  Plan is as
follows:

                                                                Weighted Average
                                       Options     Option Price   Option Price
                                       -------     ------------   ------------

    Granted during 1997............... 76,250         $147.30         $147.30
                                      -------
    Outstanding at December 28, 1997.. 76,250         $147.30         $147.30
    Granted during 1998............... 72,175         $191.00         $191.00
    Terminated during 1998............ (3,000)        $147.30         $147.30
                                      -------
    Outstanding at January 3, 1999....145,425   $147.30 and $191.00   $168.99
    Changes in options relating to
      equitable adjustments of
      option prices during 1999
      discussed below:
        Cancellation.................(144,675)  $147.30 and $191.00   $169.10
        Reissuance ...................144,675   $107.05 and $138.83   $122.90
    Granted during 1999...............  4,850         $311.99         $311.99
    Exercised during 1999.............   (500)        $107.05         $107.05
    Terminated during 1999............ (2,325)   $107.05 - $311.99    $170.72
                                      -------
    Outstanding at January 2, 2000....147,450    $107.05 - $311.99    $128.55
                                      =======
    Exercisable at January 2, 2000.... 47,723   $107.05 and $138.83   $123.07
                                      =======

     Stock  options are granted at fair value at the date of grant as determined
by  independent  appraisals.  The weighted  average grant date fair value of the
options  granted during 1997 and 1998 was $50.75 and $60.01,  respectively.  The
weighted  average grant date fair value of the options  granted  during 1999 was
$222.69 for the  144,675  reissued  options  and  $102.75 for the 4,850  granted
options.  Stock  options  have  maximum  terms of ten years and  generally  vest
ratably over periods  approximating three years.  However,  the options reissued
(see below) in 1999 vest or vested ratably on July 1 of 1999, 2000 and 2001.

     The  following  table  sets forth  information  relating  to stock  options
outstanding and exercisable at January 2, 2000:

                     Stock Options Outstanding                    Stock Options
      ---------------------------------------------------        Exercisable and
                        Outstanding at        Weighted            Outstanding at
                           Year-End         Average Years           Year-End
       Option Price          1999             Remaining                1999
       ------------          ----             ---------                ----
      $ 107.05              71,000              7.6                  23,667
      $ 138.83              72,175              8.5                  24,056
      $ 311.99               4,275              9.4                     --
                           -------                                  -------
                           147,450              8.1                  47,723
                           =======                                  =======

     The Triarc Beverage Plan provides for an equitable adjustment of options in
the event of a  recapitalization  or similar event.  The exercise  prices of the
options  granted in 1997 and 1998 were equitably  adjusted in 1999 to adjust for
the effects of net  distributions  of  $91,342,000,  principally  consisting  of
transfers  of cash and  deferred  tax assets  from Triarc  Beverage  Holdings to
Triarc Parent,  partially  offset by the effect of the contribution of Stewart's
to Triarc Beverage  Holdings  effective May 17, 1999. The exercise prices of the
options  granted  in 1997 and 1998 were  equitably  adjusted  from  $147.30  and
$191.00 per share, respectively, to $107.05 and $138.83 per share, respectively,
and a cash  payment  (the  "Cash  Payment")  of $51.34  and  $39.40  per  share,
respectively,  is due to the option  holder  following the exercise of the stock
options and either (1) the sale by the option holder to the Company of shares of
Triarc  Beverage Common Stock received upon the exercise of the stock options or
(2) the  consummation  of an initial public  offering of Triarc  Beverage Common
Stock (collectively,  the "Cash Payment Events"). The Company is responsible for
the Cash Payment to its  employees  who are option  holders and Triarc Parent is
responsible  for the Cash Payment to its employees who are option holders either
directly or through  reimbursement  to the Company.  As disclosed in Note 1, the
Company  accounts  for stock  options in  accordance  with the  intrinsic  value
method. In accordance therewith, the equitable adjustment, exclusive of the Cash
Payment,  is considered a  modification  to the terms of existing  options.  For
purposes  of  disclosure,   including  the   determination   of  the  pro  forma
compensation  expense set forth below, the equitable  adjustment is reflected in
accordance  with  the  fair  value  method  whereby  it  results  in the  deemed
cancellation of existing options and the reissuance of new options.  See Note 10
for disclosure of the  compensation  expense being  recognized  ratably over the
vesting  period of the stock options for such cash to be paid.  No  compensation
expense  will be  recognized  for the  changes  in the  exercise  prices  of the
outstanding  options because such  modifications to the options did not create a
new measurement date under the intrinsic value method.

     In 1995 the Company granted the syndicated  lending bank in connection with
a former  bank  facility  of Mistic  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 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 1997. In connection  with the  refinancing  of a 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. Since the
estimated  per-share  value  of the  Mistic  common  stock  at the  time of such
cancellation  was lower than the base price of the Mistic  Rights,  no income or
expense was required to be recorded as a result of such cancellation.

     The  Company  has not  recognized  any  compensation  expense for the stock
options  granted  since it accounts  for stock  options in  accordance  with the
intrinsic value method. Had compensation cost for such options,  including those
options granted to employees of Triarc Parent and affiliates, been determined in
accordance with the fair value method, the Company's pro forma net income (loss)
for  1997,  1998  and  1999  would  have  been  $(20,281,000),  $17,448,000  and
$(561,000),  respectively.  Such pro forma net  income  (loss)  adjusts  the net
income  (loss)  as set  forth in the  accompanying  consolidated  statements  of
operations  to reflect (1)  compensation  expense for all stock  option  grants,
including those options reissued in 1999 as a result of equitable adjustments of
option  prices,  based on the fair value  method and (2) the income tax  effects
thereof.  The fair  values of stock  options  granted  on the date of grant were
estimated  using the  Black-Scholes  option  pricing  model  with the  following
weighted average  assumptions:  (1) risk-free  interest rate of 6.22%, 5.54% and
5.69% for the 1997, 1998 and 1999 grants, respectively, (2) expected option life
of 7 years, 7 years and 5.7 years,  respectively  and (3) dividends would not be
paid. Since the Triarc Beverage Common Stock is not publicly traded,  volatility
was not applicable.  The weighted  average expected option life of 5.7 years for
the 1999 grants has been adjusted to reflect the remaining  expected life of the
144,675  reissued options for which the original vesting dates were not changed.
The above 1999 pro forma amounts may not be representative of the effects on net
income in 2000  because of the combined  effect of there being no option  grants
prior to 1997 when the plan was adopted and the approximate  three-year  vesting
period.

(10) Capital Structure Reorganization Related Charge

     As disclosed  in Note 9, the Company must make cash  payments of $51.34 and
$39.40 per share for stock options granted in 1997 and 1998, respectively,  upon
the Cash Payment Events. The capital structure  reorganization related charge of
$3,348,000 in 1999  represents  the vested  portion as of January 2, 2000 of the
aggregate  maximum  $4,076,000  cash  payments  to be paid by the Company to its
employees who are option  holders and  recognized  over the full vesting  period
assuming all  remaining  outstanding  stock  options  either have vested or will
become vested,  net of credits for  forfeitures  of non-vested  stock options of
terminated employees.

(11)  Charges (Credit) Related to Post-Acquisition Transition, Integration and
       Changes to Business Strategies

     The 1997 charges related to  post-acquisition  transition,  integration and
changes to business strategies are attributed to the Snapple Acquisition and the
Stewart's Acquisition during 1997 and consisted of the following (in thousands):

    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(a)..... $   12,557
      Provide additional reserves for doubtful accounts based
        on the Company's change in estimate of the related
        write-off to be incurred (b)................................      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 (c).............       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 Former Beverage Credit Agreement(d)...............       4,000
      Provide  for  fees  paid  to  Quaker  pursuant  to a
        transition  services agreement (e).........................       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 (f)................................        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 (g).....................        1,603
      Sign-on bonus related to the Stewart's Acquisition..........          400
                                                                    -----------
                                                                    $    32,840
                                                                    ===========
      ----------

     (a)  During Quaker's ownership of Snapple, the glass front vending machines
          were held for sale to distributors and,  accordingly,  were carried at
          their estimated net realizable value.  During the business  transition
          following the Snapple Acquisition, the Company became aware that these
          machines were frequently unreliable in the field. The Company made the
          decision  to correct the  mechanical  defects in the  machines  and to
          allow  distributors  to use the machines at locations  chosen by them,
          without the cost of purchasing them. By deciding to no longer sell the
          glass front  vending  machines,  the Company will not recover from its
          customers   the  value  of  the  machines   acquired  in  the  Snapple
          Acquisition.  Accordingly,  because  the  Company  expects no specific
          identifiable  future  cash  flows,  the  Company  wrote  off an amount
          representing  the excess of the carrying  value of the  machines  over
          their  estimated  scrap value given the Company's  decision  described
          above.

     (b)  In the  transition  following  the  Snapple  Acquisition,  the Company
          decided that, in order to improve  relationships  with  customers,  it
          would not actively seek to collect certain past due balances, disputed
          amounts  or  amounts  that  were  not  sufficiently  supportable,  and
          provided additional reserves for doubtful accounts of $2,254,000.

     (c)  In the  transition  following  the  Snapple  Acquisition,  the Company
          decided that,  in order to improve  relationships  with  customers and
          reverse Snapple's sales decline, it would attempt to settle as many of
          the legal matters pending at the time of the Snapple  Acquisition,  in
          particular  the Rhode Island  Beverages  Matter  described  below,  as
          quickly as  possible.  Accordingly,  the Company  provided  $6,697,000
          representing  the  excess of the  Company's  estimate  to settle  such
          claims over the existing reserves established by Quaker as of the date
          of the Snapple Acquisition.

          The Company,  through its ownership of Snapple, owned 50% of the stock
          of  Rhode  Island  Beverage  Packing  Company,   L.P.  ("Rhode  Island
          Beverages")  prior to its  disposition in February  1998.  Snapple and
          Quaker were  defendants  in a breach of  contract  case filed in April
          1997 by Rhode Island  Beverages prior to the Snapple  Acquisition (the
          "Rhode Island  Beverages  Matter").  The Rhode Island Beverages Matter
          was settled in February 1998 and in  accordance  therewith the Company
          surrendered   (1)  its  50%  investment  in  Rhode  Island   Beverages
          ($550,000)  and (2)  certain  properties  ($1,202,000)  and paid Rhode
          Island  Beverages  $8,230,000.   The  settlement  amounts  were  fully
          provided for in a combination  of (1)  $6,530,000 of the $6,697,000 of
          legal reserves  disclosed above, (2) $3,321,000 of reserves for losses
          in  long-term   production   contracts   established  in  the  Snapple
          Acquisition purchase accounting and (3) $131,000 of an accrual related
          to the Rhode Island Beverages  long-term  production contract included
          in historical  liabilities at the date of the Snapple Acquisition (see
          Note 3).

     (d)  In connection with the Snapple Acquisition and the related refinancing
          of the debt of Mistic,  Snapple  and Mistic paid a  $4,000,000  fee to
          Triarc Parent on May 22, 1997 in order to compensate Triarc Parent for
          its recurring  indirect costs incurred while  providing  assistance in
          consummating these transactions.

     (e)  During the transition following the Snapple  Acquisition,  the Company
          paid  $2,819,000  to Quaker in return  for  Quaker  providing  certain
          operating and accounting services for Snapple for a six-week period in
          accordance with the terms of a transition services  agreement.  Quaker
          performed these services while the Company  transitioned  the records,
          operations and management to the Company and its systems.

     (f)  In the  transition  following  the  Snapple  Acquisition,  the Company
          decided that, in order to improve  relationships  with customers,  the
          Company would not pursue collection of the many  questionable  claimed
          promotional credits and recognized within "Charges (credit) related to
          post-acquisition  transition,  integration  and  changes  to  business
          strategies"  the  $2,510,000 of  promotional  costs in June 1997 which
          were  in  excess  of  the  high  end  of the  range  of the  Company's
          expectations for promotional costs.

     (g)  In the  transition  following  the  Snapple  Acquisition,  the Company
          recognized  $1,603,000 of costs incurred to engage various consultants
          to  help  the  Company  plan  for the  related  systems  and  business
          procedure  modifications  necessary  in order to be able to manage the
          Snapple business.

     As of December 28, 1997 all cash obligations had been liquidated other than
$6,697,000 of the additional  reserves for legal matters,  which were liquidated
during the year ended January 3, 1999.

     The 1999 credit related to  post-acquisition  transition,  integration  and
changes  to  business  strategies  of  $549,000  resulted  from  changes  in the
estimated  amount of the  additional  Snapple  reserves  for  doubtful  accounts
originally  provided during 1997 (see (b) above).  As of January 2, 2000, all of
the other additional  reserves for doubtful  accounts had been fully utilized to
write off related receivables.

(12) Gain (Loss) on Sale of Businesses

     "Gain  (loss) on sale of  business"  recognized  by the Company in 1998 and
1999 relates to the Company's 20% interest in Select  Beverages,  Inc.  ("Select
Beverages").  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,  representing  the excess of the net sales price over the  Company's
carrying  value of the  investment  in Select  Beverages  and related  estimated
post-closing  adjustments  and expenses.  During 1999 the Company  recognized an
$889,000 reduction to the gain from the sale of Select Beverages  resulting from
a  post-closing  adjustment  to the purchase  price  higher than the  adjustment
originally estimated in determining the $4,702,000 gain recorded in 1998.

(13) Other Income, Net

     Other income,  net consisted of the following income  (expense)  components
(in thousands):

                                                          1997    1998    1999
                                                          ----    ----    ----

    Interest income.....................................$  564 $ 1,776  $ 1,165
    Rental income.......................................   622     492      122
    Gain (loss) on sales of properties..................   (43)    269     (110)
    Equity in earnings (losses) of investees............   862  (1,222)     --
    Other, net..........................................    66     195      232
                                                        ------ -------  -------
                                                        $2,071 $ 1,510  $ 1,409
                                                        ====== =======  =======

     The equity in earnings  (losses)  of  investees  consists of the  Company's
equity  in the  earnings  or  losses  of  Select  Beverages  (see  Note  12) and
amortization of the excess of the Company's  investment in Select Beverages over
the underlying equity in its net assets in 1998 of $341,000 through the May 1998
sale of Select  Beverages.  The  Company  did not  recognize  any  equity in the
earnings of Rhode Island  Beverages  prior to the  Company's  surrendering  such
investment  in February  1998 since at the date of the Snapple  Acquisition  the
investment in Rhode Island Beverages,  which was owned by Snapple,  was expected
to be  surrendered  in  connection  with  the  settlement  of the  Rhode  Island
Beverages Matter (see Note 11).

(14) Extraordinary Charges

     The 1997  extraordinary  charge resulted from the early  extinguishment  of
obligations under a former bank facility of Mistic refinanced in connection with
entering  into the  Former  Beverage  Credit  Agreement  (see Note 5).  The 1999
extraordinary charge resulted from the early extinguishment of obligations under
the  Former  Beverage  Credit  Agreement  (see Note 5). The  components  of such
extraordinary charges were as follows (in thousands):


                                                             1997       1999
                                                             ----       ----
    Write-off of previously  unamortized  deferred
        financing costs.................................... $ 1,889   $ 7,844
    Write-off of previously unamortized interest
        rate cap agreement costs...........................     --        146
                                                            -------   -------
                                                              1,889     7,990
    Income tax benefit.....................................     735     3,114
                                                            -------   -------
                                                            $ 1,154   $ 4,876
                                                            =======   =======

(15) Retirement and Other Benefit Plans

     On September 1, 1999 several of the Company's  401(k) defined  contribution
plans (the "Former Plans") merged into one existing 401(k) defined  contribution
plan of Triarc Parent (the "Plan" and,  collectively  with the Former Plans, the
"Plans") in which the Company was also participating. The Plans cover or covered
all of the Company's employees,  upon the addition of Stewart's employees on May
1,  1998,  who meet  certain  minimum  requirements  and  elect to  participate,
excluding a limited number of employees  working under certain union  contracts.
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.  Effective September 1, 1999 the Plan provides for Company matching
contributions at 50% of employee contributions up to the first 6% thereof. Prior
thereto, the Plans provided for Company matching contributions at either (1) 50%
of  employee  contributions  up to the first 5% thereof or (2) 100% of  employee
contributions  up to the first 3% thereof.  In  addition,  the Plans  provide or
provided for annual  Company  profit-sharing  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
$302,000, $796,000 and $931,000 in 1997, 1998 and 1999, respectively.

     Triarc Parent has granted stock options to purchase Class A common stock of
Triarc Parent (the "Triarc Parent Common Stock") to certain key employees of the
Company  under  several  equity plans of Triarc  Parent.  Such  options  include
147,000  granted at exercise  prices below the fair market  values of the Triarc
Parent Common Stock at the dates of grant.  Compensation  expense for the excess
of the fair market values at the date of grant over the exercise prices is being
recognized  over the  applicable  vesting  period.  Reversals  of prior  charges
resulting  from  forfeitures  of certain of these  options  in  connection  with
employee   terminations  (the  "Forfeiture   Adjustments")  reduce  compensation
expense. Such compensation expense,  which is charged to the Company rather than
Triarc  Parent  since the key  employees  who were  granted the options  provide
services to the Company and not to Triarc Parent,  aggregated  $93,000,  $77,000
(net of  $4,000  of  Forfeiture  Adjustments)  and  $25,000  (net of  $4,000  of
Forfeiture Adjustments) for 1997, 1998 and 1999,  respectively,  and is included
in "General and administrative" in the accompanying  consolidated  statements of
operations.  As of January  2, 2000 there  remains  $5,000 to be  recognized  as
compensation expense, before any Forfeiture Adjustments, in the first quarter of
2000 when the  remaining  outstanding  below  market  options  will become fully
vested.

(16)  Lease Commitments

     The  Company  leases  office  space and  equipment.  Rental  expense  under
operating leases consisted of the following components (in thousands):

                                              1997      1998     1999
                                              ----      ----     ----

    Minimum rentals......................... $ 2,302  $ 4,018  $ 4,557
    Less sublease income....................     518      865    1,256
                                             -------  -------  -------
                                             $ 1,784  $ 3,153  $ 3,301
                                             =======  =======  =======

     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 2, 2000
are as follows (in thousands):


                                                 Rental Payments      Sublease
                                              ---------------------    Income-
                                              Capitalized Operating  Operating
                                                Leases     Leases      Leases
                                                ------     ------      ------

     2000.......................................$   53    $  5,620   $ 1,560
     2001.......................................    46       5,118     1,586
     2002.......................................    19       4,982     1,614
     2003.......................................    15       5,017     1,664
     2004.......................................    12       4,236     1,709
     Thereafter.................................    10      23,130     3,622
                                                ------    --------   -------
        Total minimum payments..................   155    $ 48,103   $11,755
                                                          ========   =======
     Less interest..............................    27
                                                ------
     Present value of minimum capitalized
        lease payments..........................$  128
                                                ======

     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.

(17)  Transactions with Related Parties

     The  following  is a summary of  transactions  between  the Company and its
related parties (in thousands):
<TABLE>
<CAPTION>

                                                                                1997     1998     1999
                                                                                ----     ----     ----

     <S>                                                                     <C>       <C>      <C>
     Purchases of raw materials from Triarc Parent (a).....................  $13,023   $112,489 $139,698
     Transfer of a portion of proceeds from borrowings under the
       Term Loans to Royal Crown, net of reimbursement of
       related estimated deferred financing costs (b)......................       --        --    92,500
     Cash dividends paid to Triarc Parent (Note 5).........................       --     23,556   82,837
     Transfer of deferred income tax benefits as if it were a
       distribution (Note 7)...............................................       --        --    14,676
     Advances from affiliate, net (b) .....................................       --        --     4,593
     Cumulative dividends on the Redeemable Preferred Stock
       recorded but not declared or paid (Note 8)..........................    4,604      7,983    8,733
     Costs allocated to the Company by Triarc Parent under
       management services agreements (c)..................................    3,042      3,500    3,642
     Net costs allocated to Royal Crown by the Company for
       joint services (d)..................................................      547      1,654      951
     Compensation costs charged to the Company by Triarc Parent
       for below market stock options (Note 15)............................       93         77       25
     Issuance of Redeemable Preferred Stock (Note 8).......................   75,000         --       --
     Capital contributions from Triarc Parent (c)..........................      625         --       --

</TABLE>


     ----------

     (a)  The Company  purchases  certain raw  materials  from Triarc  Parent at
          Triarc Parent's purchase cost from unaffiliated third-party suppliers.
          At January 3, 1999 and January 2, 2000,  $15,274,000 and  $18,400,000,
          respectively, of amounts owed for such purchases were included in "Due
          to  Triarc  Companies,   Inc.  and  affiliates"  in  the  accompanying
          consolidated balance sheets.

     (b)  In December 1999 Royal Crown transferred $10,000,000 to the Company in
          order for the Company to invest such amount on Royal Crown's behalf in
          commerical  paper which matured in 2000. The amount of this investment
          is included in the Company's cash equivalents at January 2, 2000, with
          an  offsetting  liability  to Royal  Crown  included in "Due to Triarc
          Companies,  Inc. and  affiliates."  The income from the investment was
          credited to Royal Crown. The Company transferred  $92,500,000,  net of
          $3,800,000 of reimbursement of related  estimated  deferred  financing
          costs, of borrowings under the Term Notes to Royal Crown (see Note 5).
          The Company borrowed the $96,300,000 on February 25, 1999 on behalf of
          Royal Crown but was restricted  from  transferring  the funds to Royal
          Crown until March 30, 1999 when Royal Crown's parent repaid its 9 3/4%
          senior notes.  The Company accrued interest expense on the $96,300,000
          of Term Loans and interest  income on the  $92,500,000 of proceeds all
          on behalf of Royal Crown,  aggregating  $5,407,000  which is netted in
          "Due to Triarc  Companies,  Inc. and affiliates." The interest expense
          and interest income were charged and credited,  respectively, to Royal
          Crown.

     (c)  The Company receives from Triarc Parent certain  management  services,
          including  legal,  accounting,  tax,  insurance,  financial  and other
          management  services,  under  management  services  agreements.  Until
          February  25, 1999 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 a former  Mistic  bank
          facility  aggregating  $625,000 in 1997.  Mistic was  prohibited  from
          paying such amount to Triarc Parent under the terms of Mistic's former
          bank facility prior to its repayment and, accordingly, such amount was
          accounted for as a capital contribution from Triarc Parent. Such costs
          paid by Mistic  and  Snapple  commencing  May 22,  1997 and  Stewart's
          commencing August 15, 1998 were limited to amounts permitted under the
          Former Beverage Credit  Agreement.  In connection with the Refinancing
          Transactions,  on February  25, 1999 the Company  together  with Royal
          Crown  (collectively,  "Triarc  Beverage  Group")  entered  into a new
          management  services  agreement  with  Triarc  Parent.  The  agreement
          provides  for an  annual  fixed  fee  for  Triarc  Beverage  Group  of
          $6,700,000,  a portion of which is to be  allocated  or charged to the
          Company,  plus,  commencing  January  1, 2000,  annual  cost of living
          adjustments.  During 1999 the Company was allocated  $552,000  through
          February 25, 1999 in accordance  with the former  management  services
          agreements  and was  charged  $3,090,000  in  accordance  with the new
          management services agreement for the period from February 26, 1999 to
          January  2,  2000.  Management  of  the  Company  believes  that  such
          allocation  method through February 25, 1999 was reasonable.  Further,
          management of the Company  believes that such  allocations or charges,
          as applicable,  approximate the costs that would have been incurred by
          the Company on a stand alone basis.

     (d)  Commencing  in July 1997  following  the  relocation  of Royal Crown's
          corporate  headquarters  which were  centralized  with Triarc Beverage
          Holdings'  offices in White Plains,  New York,  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  and  1999  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,  $1,654,000 and $951,000 for
          1997, 1998 and 1999, 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.

          Certain  officers and  directors and directors of the Company are also
          officers and directors of Triarc Parent. See also Notes 1, 5, 8, 9, 11
          and 15 with respect to other transactions with related parties.

(18)Legal Matters

     The  Company  is  involved  in  litigation  and  claims  incidental  to its
business.  The Company has reserves for legal matters aggregating $405,000 as of
January 2, 2000.  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.

(19) Condensed Consolidating Financial Information

     The following consolidating financial statements of the Company, depict, in
separate columns, Triarc Beverage Holdings as the parent company and a co-issuer
of the Notes, those subsidiaries which are guarantors,  those subsidiaries which
are non-guarantors, elimination adjustments and the consolidated total.

<TABLE>
<CAPTION>

                                                       CONDENSED CONSOLIDATING BALANCE SHEETS

                                                                                       January 3, 1999
                                                             ----------------------------------------------------------------------
                                                              Parent                           Non-
                                                             Company        Guarantors     Guarantors   Eliminations   Consolidated
                                                             -------        ----------     ----------   ------------   ------------
                                                                                        (In thousands)

                       ASSETS
      <S>                                                   <C>           <C>            <C>           <C>           <C>
      Current assets:
       Cash and cash equivalents.........................   $        1    $    39,046    $      531    $        --   $      39,578
       Receivables.......................................           --         35,313           579             --          35,892
       Inventories.......................................           --         40,267         1,296             --          41,563
       Deferred income tax benefit.......................           --         11,700           --              --          11,700
       Prepaid expenses and other
           current assets................................           --          4,406            16             --           4,422
                                                            ----------    -----------    ----------    -----------   -------------
             Total current assets........................            1        130,732        2,422              --         133,155
      Investment in subsidiaries.........................      118,892          9,950           --        (128,842)             --
      Intercompany receivables...........................           --            --          6,067         (6,067)             --
      Properties.........................................           --         12,232         3,766             --          15,998
      Unamortized costs in excess of net
       assets of acquired companies......................           --        120,145           --              --         120,145
      Trademarks.........................................           --        254,340           --              --         254,340
      Other intangible assets............................           --            565           --              --             565
      Deferred costs and other assets....................           --         12,366             1             --          12,367
                                                            ----------     ----------     ---------    -----------   -------------
                                                            $  118,893     $  540,330     $  12,256    $  (134,909)  $     536,570
                                                            ==========     ==========     =========    ===========   =============

                LIABILITIES AND STOCKHOLDER'S EQUITY

      Current liabilities:
       Current portion of long-term debt.................   $       --    $     8,338    $      --     $       --   $       8,338
       Accounts payable..................................           --         33,422           496            --          33,918
       Accrued expenses..................................           --         33,450         1,810            --          35,260
       Due to Triarc Companies, Inc. and affiliates......           --         18,158           --             --          18,158
                                                            ----------    -----------    ----------    ----------   -------------
          Total current liabilities......................           --         93,368        2,306             --          95,674
      Long-term debt.....................................           --        282,951           --             --         282,951
      Intercompany payables..............................           --          6,067           --         (6,067)             --
      Deferred income taxes..............................           --         35,500           --             --          35,500
      Other liabilities..................................           --          3,552           --             --           3,552
      Redeemable preferred stock.........................       87,587            --            --             --          87,587
      Stockholder's equity:
       Common stock......................................          850              3           --             (3)            850
       Additional paid-in capital........................       35,761        124,195         7,911      (132,106)         35,761
       Retained earnings (accumulated deficit)...........       (5,342)        (5,343)        2,002         3,341          (5,342)
       Accumulated other comprehensive income............           37             37            37           (74)             37
                                                           -----------    -----------    ----------    ----------    ------------
          Total stockholder's equity.....................       31,306        118,892         9,950      (128,842)         31,306
                                                           -----------    -----------    ----------    ----------    ------------
                                                           $   118,893    $   540,330    $   12,256    $ (134,909)   $    536,570
                                                           ===========    ===========    ==========    ==========    ============

</TABLE>

<TABLE>
<CAPTION>



                                                                                        January 2, 2000
                                                       -----------------------------------------------------------------------------
                                                          Parent                             Non-
                                                          Company        Guarantors       Guarantors     Eliminations  Consolidated
                                                          -------        ----------       ----------     ------------  ------------
                                                                                        (In thousands)

                       ASSETS
<S>                                                   <C>             <C>              <C>              <C>             <C>
      Current assets:
       Cash and cash equivalents...................   $         92    $      21,597    $         419    $         --    $    22,108
       Receivables.................................            --            49,564            1,015              --         50,579
       Inventories.................................            --            54,169            1,679              --         55,848
       Deferred income tax benefit.................            --            11,276              --               --         11,276
       Prepaid expenses and other
           current assets..........................            --             2,806               10              --          2,816
                                                      ------------    -------------    -------------    -------------   -----------
               Total current assets................             92          139,412           3,123                --       142,627
      Investment in subsidiaries...................         24,900           10,973              --           (35,873)          --
      Intercompany receivables.....................          7,549            7,666            7,244          (22,459)          --
      Properties...................................            --            14,128            3,711              --         17,839
      Unamortized costs in excess of net
       assets of acquired companies................            --           119,356              --               --        119,356
      Trademarks...................................            --           244,181              --               --        244,181
      Other intangible assets......................            --            31,122              --               --         31,122
      Deferred costs and other assets..............            --            15,779                1              --         15,780
                                                      ------------    -------------    -------------    -------------   -----------
                                                      $     32,541    $     582,617    $      14,079    $     (58,332)  $   570,905
                                                      ============    =============    =============    =============   ===========

       LIABILITIES AND STOCKHOLDERS'
         EQUITY (DEFICIT)

      Current liabilities:
       Current portion of long-term debt...........   $        --     $      32,301    $         --     $         --    $    32,301
       Accounts payable............................            --            27,541              522              --         28,063
       Accrued expenses............................         12,417           40,057            2,504              --         54,978
       Due to Triarc Companies, Inc. and
           affiliates..............................            --            30,064              --               --         30,064
                                                      ------------    -------------    -------------    -------------   -----------
               Total current liabilities...........         12,417          129,963           3,026               --        145,406
      Long-term debt...............................        300,000          346,009              --               --        646,009
      Intercompany payables........................          7,586           14,793               80          (22,459)          --
      Deferred income taxes........................            --            61,337              --               --         61,337
      Other liabilities............................            --             5,615              --               --          5,615
      Redeemable preferred stock...................         96,320              --               --               --         96,320
      Stockholders' equity (deficit):
       Common stock................................            850                3              --                (3)          850
       Additional paid-in capital..................            --            43,744            7,911          (51,655)           --
       Retained earnings (accumulated deficit).....        (72,197)         (18,829)           3,080           15,749       (72,197)
       Receivable from parent......................       (312,417)             --               --               --       (312,417)
       Accumulated other comprehensive
           deficit.................................            (18)             (18)             (18)              36           (18)
                                                     -------------    -------------    -------------    -------------   -----------
             Total stockholders' equity (deficit)..       (383,782)          24,900           10,973          (35,873)     (383,782)
                                                     -------------    -------------    -------------    -------------   -----------
                                                     $      32,541    $     582,617    $      14,079      $   (58,332)  $   570,905
                                                     =============    =============    =============      ===========   ===========


</TABLE>

<TABLE>
<CAPTION>



                                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

                                                                                       Year Ended December 28, 1997
                                                             -----------------------------------------------------------------------
                                                              Parent                          Non-
                                                             Company     Guarantors       Guarantors     Eliminations  Consolidated
                                                             -------     ----------       ----------     ------------  ------------
                                                                                        (In thousands)

      <S>                                                   <C>           <C>            <C>              <C>           <C>
      Net revenues.......................................   $      --     $   396,192    $      12,649    $       --    $   408,841
                                                            ---------     -----------    -------------    -----------   -----------
      Costs and expenses:
       Cost of sales, excluding depreciation
           and amortization related to sales.............          --         232,498            6,639            --        239,137
       Advertising, selling and distribution.............          --          96,829            4,223            --        101,052
       General and administrative........................          --          26,949            1,303            --         28,252
       Depreciation and amortization, excluding
           amortization of deferred financing
           costs.........................................          --          16,214               22            --         16,236
       Charges related to post-acquisition
           transition, integration and changes to
           business strategies...........................          --          32,840              --             --         32,840
                                                            ----------    -----------    -------------    -----------  ------------
                                                                   --         405,330           12,187            --        417,517
                                                            ----------    -----------    -------------    -----------  ------------
             Operating profit (loss).....................          --          (9,138)             462            --         (8,676)
      Interest expense...................................          --         (22,270)              --            --        (22,270)
      Other income, net..................................          --           2,068                3            --          2,071
      Equity in net earnings (losses) of
       subsidiaries before extraordinary charge..........      (18,803)           104               --         18,699           --
                                                            ----------    -----------    -------------   ------------   ------------
             Income (loss) before income taxes
                 and extraordinary charge................      (18,803)       (29,236)             465         18,699       (28,875)
      Benefit from (provision for) income taxes                 --             10,433             (361)           --         10,072
                                                            ----------    -----------    -------------   ------------   -----------
             Income (loss) before extraordinary charge...      (18,803)       (18,803)             104         18,699       (18,803)
      Extraordinary charge...............................       (1,154)        (1,154)             --           1,154        (1,154)
                                                            ----------    -----------    -------------   -------------  -----------
             Net income (loss)...........................   $  (19,957)   $   (19,957)   $         104   $     19,853   $   (19,957)
                                                            ==========    ===========    =============   ============   ===========


</TABLE>


<TABLE>
<CAPTION>

                                                                                      Year Ended January 3, 1999
                                                             -----------------------------------------------------------------------
                                                                Parent                       Non-
                                                                Company    Guarantors     Guarantors     Eliminations  Consolidated
                                                                -------    ----------     ----------     ------------  ------------
                                                                                              (In thousands)

      <S>                                                   <C>           <C>            <C>            <C>           <C>
      Net revenues.......................................   $      --     $   595,268    $    16,278    $       --    $    611,546
                                                            ----------    -----------    -----------    -----------   ------------
      Costs and expenses:
       Cost of sales, excluding depreciation
           and amortization related to sales.............          --         348,291         10,832            --         359,123
       Advertising, selling and distribution.............          --         134,735          2,037            --         136,772
       General and administrative........................          --          37,526            300            --          37,826
       Depreciation and amortization, excluding
           amortization of deferred financing
           costs.........................................          --          21,628             37            --          21,665
                                                            ----------    -----------    -----------    -----------   ------------
                                                                   --         542,180         13,206            --         555,386
                                                            ----------    -----------    -----------    -----------   ------------
               Operating profit .........................          --          53,088          3,072            --          56,160
      Interest expense...................................          --         (28,587)           --             --         (28,587)
      Gain on sale of business...........................          --           4,702            --             --           4,702
      Other income, net..................................          --           1,489             21            --           1,510
      Equity in net earnings of subsidiaries.............       19,158          1,898            --         (21,056)           --
                                                            ----------    -----------    -----------    -----------   ------------
               Income before income taxes................       19,158         32,590          3,093        (21,056)        33,785
      Provision for income taxes.........................          --         (13,432)        (1,195)           --         (14,627)
                                                            ----------    -----------    -----------    -----------   ------------
               Net income................................   $   19,158    $    19,158    $     1,898    $   (21,056)  $     19,158
                                                            ==========    ===========    ===========    ===========   ============

</TABLE>


<TABLE>
<CAPTION>



                                                                                   Year Ended January 2, 2000
                                                         --------------------------------------------------------------------------
                                                           Parent                            Non-
                                                           Company        Guarantors      Guarantors     Eliminations   Consolidated
                                                           -------        ----------      ----------     ------------   ------------
                                                                                           (In thousands)

      <S>                                                <C>           <C>              <C>              <C>             <C>
      Net revenues....................................   $      --     $     638,572    $      12,504    $         --    $  651,076
                                                         ----------    -------------    -------------    -------------   ----------

      Costs and expenses:
       Cost of sales, excluding depreciation
           and amortization related to sales..........          --           372,398            8,433              --       380,831
       Advertising, selling and distribution..........          --           143,970            1,664              --       145,634
       General and administrative.....................          --            41,902              365              --        42,267
       Depreciation and amortization, excluding
           amortization of deferred financing
           costs......................................          --            22,871               36              --        22,907
       Capital structure reorganization related
           charges....................................          --             3,348              --               --         3,348
       Credit related to post-acquisition
           transition, integration and changes
           to business strategies.....................          --              (549)             --               --          (549)
                                                         ----------    -------------    -------------    -------------   ----------
                                                                --           583,940           10,498          --           594,438
                                                         ----------    -------------    -------------    -------------   ----------
               Operating profit ......................          --            54,632            2,006              --        56,638
      Interest expense................................          --           (36,030)             --               --       (36,030)
      Loss on sale of business........................          --              (889)             --               --          (889)
      Other income (expense), net.....................          --             1,667             (258)             --         1,409
      Equity in net earnings of subsidiaries
          before extraordinary charges................        8,453            1,078              --            (9,531)         --
                                                         ----------    -------------    -------------    -------------   ----------
               Income before income taxes and
                   extraordinary charges..............        8,453           20,458            1,748           (9,531)      21,128
      Provision for income taxes......................          --           (12,005)            (670)             --       (12,675)
                                                         ----------    -------------    -------------    -------------   ----------
               Income before extraordinary charges....        8,453            8,453            1,078           (9,531)       8,453
      Extraordinary charges...........................       (4,876)          (4,876)             --             4,876       (4,876)
                                                         ----------    -------------    -------------    -------------   ----------
               Net income.............................   $    3,577    $       3,577    $       1,078    $      (4,655)  $    3,577
                                                         ==========    =============    =============    =============   ==========


</TABLE>

<TABLE>
<CAPTION>

                                                  CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

                                                                                    Year Ended December 28, 1997
                                                         ---------------------------------------------------------------------------
                                                                Parent                            Non-
                                                               Company        Guarantors      Guarantors   Eliminations Consolidated
                                                               -------        ----------      ----------   ------------ ------------
                                                                                           (In thousands)

      <S>                                                   <C>             <C>              <C>           <C>          <C>
      Net cash provided by operating activities..........   $        --     $      39,130    $      276    $      --    $   39,406
                                                            ------------    -------------    ----------    ----------   ----------
      Cash flows from investing activities:
       Acquisition of Snapple Beverage Corp..............        (75,000)        (232,205)          --            --      (307,205)
       Cash acquired in other business acquisition.......            --             2,409           --            --         2,409
       Capital expenditures..............................            --            (2,724)          --            --        (2,724)
       Other ............................................            --               354           --            --           354
                                                            ------------    -------------    ----------    ----------   ----------
      Net cash used in investing activities..............        (75,000)        (232,166)          --            --      (307,166)
                                                            ------------    -------------    ----------    ----------   ----------
      Cash flows from financing activities:
       Proceeds from long-term debt......................            --           303,400           --            --       303,400
       Repayments of long-term debt......................            --           (75,636)          --            --       (75,636)
       Proceeds from issuance of redeemable preferred
          stock..........................................         75,000              --            --            --        75,000
       Deferred financing costs..........................            --           (11,385)          --            --       (11,385)
       Proceeds from issuance of common stock............              1              --            --            --             1
                                                           -------------    -------------    ----------   -----------   ----------
      Net cash provided by financing activities..........         75,001          216,379           --            --       291,380
                                                           -------------    -------------    ----------   -----------   ----------
      Net increase in cash and cash equivalents                        1           23,343           276           --        23,620
      Cash and cash equivalents at beginning
       of year...........................................            --               159           --            --           159
                                                           -------------    -------------    ----------    ----------   ----------
      Cash and cash equivalents  at end of year..........  $           1    $      23,502    $      276    $      --    $   23,779
                                                           =============    =============    ==========    ==========   ==========


</TABLE>

<TABLE>
<CAPTION>



                                                                               Year Ended January 3, 1999
                                                            -----------------------------------------------------------------
                                                             Parent                       Non-
                                                             Company     Guarantors    Guarantors  Eliminations  Consolidated
                                                             -------     ----------    ----------  ------------  ------------
                                                                                    (In thousands)

      <S>                                                   <C>          <C>           <C>          <C>         <C>
      Net cash provided by operating activities..........   $     --     $   28,317    $     255    $     --    $      28,572
                                                            ---------    ----------    ---------    ---------   -------------
      Cash flows from investing activities:
       Proceeds from sale of investment in Select
          Beverages, Inc.................................         --         28,342          --           --           28,342
       Capital expenditures..............................         --         (5,799)         --           --           (5,799)
       Acquisition of Snapple Beverage Corp..............         --            (43)         --           --              (43)
       Other.............................................         --            542          --           --              542
                                                            ---------    ----------    ---------    ---------   -------------
      Net cash provided by investing activities..........         --         23,042          --           --           23,042
                                                            ---------    ----------    ---------    ---------   -------------
      Cash flows from financing activities:
       Dividends.........................................         --        (23,556)         --           --          (23,556)
       Repayments of long-term debt......................         --        (12,259)         --           --          (12,259)
                                                            ---------    ----------    ---------    ---------   -------------
      Net cash used in financing
       activities........................................         --        (35,815)         --           --          (35,815)
                                                            ---------    ----------    ---------    ---------   -------------
      Net increase in cash and cash equivalents..........         --         15,544          255          --           15,799
      Cash and cash equivalents at beginning
       of year...........................................           1        23,502          276          --           23,779
                                                            ---------    ----------    ---------    ---------   -------------
      Cash and cash equivalents at end of year...........   $       1    $   39,046    $     531    $     --    $      39,578
                                                            =========    ==========    =========    =========   =============


</TABLE>
<TABLE>
<CAPTION>



                                                                                  Year Ended January 2, 2000
                                                            --------------------------------------------------------------------
                                                             Parent                         Non-
                                                            Company        Guarantors   Guarantors   Eliminations  Consolidated
                                                            -------        ----------   ----------   ------------  ------------
                                                                                      (In thousands)

      <S>                                                   <C>          <C>              <C>          <C>         <C>
      Net cash provided by (used in) operating
        activities.......................................   $      91    $      29,346    $    (103)   $     --    $   29,334
                                                            ---------    -------------    ---------    ---------   ----------
      Cash flows from investing activities:
       Business acquisitions.............................         --           (34,336)         --           --       (34,336)
       Capital expenditures..............................         --            (7,379)          (9)         --        (7,388)
       Other.............................................         --              (646)         --           --          (646)
                                                            ---------    -------------    ---------    ---------   ----------
      Net cash used in investing activities..............         --           (42,361)          (9)         --       (42,370)
                                                            ---------    -------------    ---------    ---------   ----------
      Cash flows from financing activities:
       Proceeds from long-term debt......................         --           378,700          --           --       378,700
       Repayments of long-term debt......................         --          (291,752)         --           --      (291,752)
       Dividends.........................................         --           (82,837)         --           --       (82,837)
       Deferred financing costs..........................         --           (16,991)         --           --       (16,991)
       Reimbursement of deferred financing costs
          from affiliate.................................         --             3,800          --           --         3,800
       Net advances from affiliate.......................         --             4,593          --           --         4,593
       Proceeds from issuance of common stock............         --                53          --           --            53
                                                            ---------    -------------    ---------    ---------   ----------
      Net cash used in financing activities..............         --            (4,434)         --           --        (4,434)
                                                            ---------    -------------    ---------    ---------   ----------
      Net increase (decrease) in cash and cash
       equivalents.......................................          91          (17,449)        (112)         --       (17,470)
      Cash and cash equivalents at beginning
       of year...........................................           1           39,046          531          --        39,578
                                                            ---------    -------------    ---------   ----------   ----------
      Cash and cash equivalents at end of year...........   $      92    $      21,597    $     419   $      --    $   22,108
                                                            =========    =============    =========   ==========   ==========


</TABLE>



<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         Not applicable.

                                    PART III

ITEMS 10, 11, 12 AND 13

         The information required by items 10, 11, 12 and 13 will be furnished
on or prior to May 1, 2000 (and is hereby incorporated by reference) by an
amendment hereto.
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) 1.  Financial Statements:

        See Index to Financial Statements (Item 8).

     2. Financial Statement Schedules:

     All financial statement schedules have been omitted since they are either
not applicable or the information is contained elsewhere in "Item 8.  Financial
Statements and Supplementary Data."

     3.  Exhibits:

     Copies of the following exhibits are available at a charge of $.25 per
page upon written request to the Secretary of Triarc Beverage Holdings Corp.,
c/o Triarc Companies, Inc., 280 Park Avenue, New York, New York 10017.

     EXHIBIT
     NO.                            DESCRIPTION
     -------      -------------------------------------------------------------

     3.1   --     Certificate of Incorporation of Triarc Beverage Holdings Corp.
                  ("TBHC"), as currently in effect, incorporated herein by
                  reference to Exhibit 3.2 to Registration Statement on Form
                  S-4, filed by TBHC and Triarc Consumer Products Group, LLC
                  ("TCPG"), dated May 17, 1999 (SEC Registration Nos. 333-78625
                  and 333-78625-01 through 333-78625-28).
     3.2   --     By-laws of TBHC, incorporated herein by reference to Exhibit
                  3.31 to Registration Statement on Form S-4, filed by TBHC and
                  TCPG, dated May 17, 1999 (SEC Registration Nos. 333-78625,
                  and 333-78625-01 through 333-78625-28).
     4.1    --    Credit Agreement dated as of February 25, 1999,among Snapple,
                  Mistic, Stewart's, RC/Arby's Corporation and Royal Crown
                  Company, Inc., 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 Current Report on Form 8-K
                  dated March 11, 1999 (SEC file no. 1-2207).
     4.2   --     Indenture dated of February 25, 1999 among TCPG and TBHC, 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' 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
                  TCPG, TBHC, the Guarantors party thereto and Morgan Stanley &
                  Co. Incorporated, Donaldson, Lufkin & Jenrette Securities
                  Corporation and Wasserstein Perrella Securities, Inc.,
                  incorporated herein by reference to Exhibit 4.3 to Triarc
                  Companies' 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 TCPG, TBHC, the Guarantors party thereto and Nelson
                  Peltz and Peter W. May, incorporated herein by reference to
                  Exhibit 4.1 to Triarc Companies' Current Report on Form 8-K
                  dated April 1, 1999 (SEC file no. 1-2207).

<PAGE>

     4.5   --     Supplemental Indenture, dated as of February 26, 1999, among
                  TCPG, TBHC, Millrose Distributors, Inc., and The Bank of New
                  York as Trustee, incorporated herein by reference to Exhibit
                  4.6 to Amendment No. 2 to Registration Statement on Form S-4
                  filed by TCPG and TBHC, dated October 1, 1999 (Registration
                  Nos. 333-78625; 333-78625-01 through 333-78625-28).
     4.6   --     Supplemental Indenture No. 2, dated as of September 8, 1999,
                  among TCPG, TBHC, the subsidiary guarantors party thereto and
                  The Bank of New York, as Trustee, incorporated herein by
                  reference to Exhibit 4.7 to Amendment No. 2 to Registration
                  Statement on Form S-4 filed by TCPG and TBHC, dated October
                  1, 1999 (Registration Nos. 333-78625; 333-78625-01 thorugh
                  333-78625-28).
     4.7   --     Supplemental Indenture No. 3, dated as of December 16, 1999
                  among TCPG, TBHC, MPAS Holdings, Inc., Millrose, L.P. and The
                  Bank of New York,as Trustee, incorporated herein by reference
                  to Exhibit 4.1 to Triarc Companies' Current Report on Form
                  8-K dated March 30, 2000 (SEC file no. 1-2207).
     4.8   --     Supplemental Indenture No. 4, dated as of January 2, 2000
                  among TCPG, TBHC, Snapple Distributors of Long Island, Inc.
                  and The Bank of New York, as Trustee, incorporated herein by
                  reference to Exhibit 4.2 to Triarc Companies' Current Report
                  on Form 8-K dated March 30, 2000 (SEC file no. 1-2207).
     10.1  --     Form of Indemnification Agreement, between TBHC and certain
                  officers, directors, and employees of TBHC, incorporated
                  herein by reference to Exhibit 10.40 to Amendment No.
                  4 to Registration Statement on Form S-4, filed by TBHC and
                  TCPG, dated December 10, 1999 (SEC Registration Nos.
                  333-78625 and 333-78625-01 through 333-782625-28).
     10.2  --     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' Current Report on Form 8-K/A dated March 16, 1998
                  (SEC file no. 1-2207).
     10.3 --      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' Current Report on Form 8-K/A dated March 16, 1998
                  (SEC file no. 1-2207).
     10.4 --      Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the
                  "TBHC Option Plan"), incorporated herein by reference to
                  Exhibit 10.1 to Triarc Companies' Current Report on Form 8-K
                  dated March 16, 1998 (SEC file no. 1-2207).
     10.5 --      Form of Non-Qualified Stock Option Agreement under the TBHC
                  Option Plan, incorporated herein by reference to Exhibit 10.2
                  to Triarc Companies' Current Report on Form 8-K dated
                  March 16, 1998 (SEC file no. 1-2207).
     10.6 --      Amendment No. 1 to Triarc Beverage Holdings Corp. 1997 Stock
                  Option Plan, incorporated herein by reference to Exhibit
                  10.36 to Amendment No. 1 to Registration Statement on
                  Form S-4, filed by TCPG and TBHC, dated August 3, 1999 (SEC
                  registration nos. 333-78625 and 333-78625-01 through
                  333-78625-28).
     10.7  --     Stock Purchase Agreement, dated January 2, 2000, by and among
                  Snapple Beverage  Corp. and the shareholders of Snapple
                  Distributors of Long Island, Inc., incorporated herein by
                  reference to Exhibit 10.1 to Triarc Companies' Current Report
                  on Form 8-K dated January 21, 2000 (SEC file no. 1-2207).
     21.1  --     Subsidiaries of the Registrant.*
     27.1  --     Financial Data Schedule for the fiscal year ended January 2,
                  2000, submitted to the Securities and Exchange Commission in
                  electronic format.*
<PAGE>

     27.2  --     Financial Data Schedule for the fiscal years ended December
                  28, 1997 and January 3, 1999, submitted to the Securities and
                  Exchange Commission in electronic format.*

_______________________
*    Filed herewith

(B) Reports on Form 8-K:

     None

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       TRIARC BEVERAGE HOLDINGS CORP.
                                       (Registrant)

                                       NELSON PELTZ
                                       ------------------------
                                       NELSON PELTZ
                                       CHAIRMAN

Dated: April 17, 2000

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on April 17, 2000 by the following persons on
behalf of the registrant in the capacities indicated.

SIGNATURE                                TITLES
------------------                 --------------------------------------------


         Nelson Peltz              Chairman and Director
         ---------------------
          Nelson Peltz



         Peter W. May              Vice Chairman and Director
         ---------------------
          Peter W. May


                                   Chief Executive Officer and Director
         Michael Weinstein         (Principal Executive Officer)
         ---------------------
          Michael Weinstein


                                   Senior Vice President and Chief Financial
         Richard B. Allen          Officer (Principal Financial Officer)
         ---------------------
          Richard B. Allen


                                   Vice President
         Fred H. Schaefer          (Principal Accounting Officer)
         ---------------------
          Fred H. Schaefer


                                   President and Chief Operating
         Ernest J. Cavallo         Officer and Director
         ----------------------
          Ernest J. Cavallo


                                   Director
         Brian L. Schorr
         -----------------------
          Brian L. Schorr

<PAGE>

                                                                 Exhibit 21.1


                         TRIARC BEVERAGE HOLDINGS CORP.
                           LIST OF SUBSIDIARIES AS OF
                                 March 31, 2000

                                                         STATE OR JURISDICTION
                                                         UNDER WHICH ORGANIZED
                                                         ---------------------

         Mistic Brands, Inc.                                   Delaware
         Stewart's Beverages, Inc. (formerly Cable
             Car Beverage Corporation)                         Delaware
              Old San Francisco Seltzer, Inc.                  Colorado
              Fountain Classics, Inc.                          Colorado
         Snapple Beverage Corp.                                Delaware
              Snapple International Corp.                      Delaware
                  Snapple Beverages de Mexico,
                        S.A. de C.V. (1)                       Mexico
                  Snapple Caribbean Corp.                      Delaware
                Snapple Europe Limited                         United Kingdom
                Snapple Canada, Ltd.                           Canada
                Snapple Worldwide Corp.                        Delaware
                Snapple Finance Corp.                          Delaware
                Pacific Snapple Distributors, Inc.             California
                Mr. Natural, Inc.                              Delaware
                Millrose Distributors, Inc.                    New Jersey
                  MPAS Holdings, Inc.                          Delaware
                        Millrose, L.P. (2)                     Delaware
                Snapple Distributors of Long Island, Inc.      New York
                Kelrae, Inc.                                   Delaware

_____________

     (1) 99% owned by Snapple International Corp. and 1% owned by Snapple
         Worldwide Corp.

     (2) 99% owned by MPAS Holdings, Inc. (as limited partner) and 1% owned by
         Millrose Distributors, Inc. (as general partner).