SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

(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                                        65-074897
(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 April
25, 2000. There were 850,500 shares of the registrant's Common Stock outstanding
as of April 25, 2000.

<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

(a)  Identification of Directors

         Certain information  regarding each current director of Triarc Beverage
Holdings  Corp.  (the "Company" or "TBHC"),  including his principal  occupation
during the past five years and current directorships, is set forth below. Unless
otherwise indicated,  all directors have had the indicated principal occupations
for the past five years.

                                    Business Experience During Past
Name of Director                    Five Years, Age and Other Information

-----------------------------       -------------------------------------------
Nelson Peltz........  Mr. Peltz has been a director and the Chairman of the
                      Company since April 1997. Mr. Peltz has also been a
                      manager and Chairman and Chief Executive Officer
                      of Triarc Consumer Products Group, LLC ("TCPG"),
                      the parent company of the Company, since January
                      1999, and director and Chairman and Chief Executive
                      Officer of Triarc Companies, Inc. ("Triarc"), the
                      parent company of TCPG, since April 1993.  Since
                      April 1997, Mr. Peltz has also been a director or
                      manager and officer of certain of the Company's
                      subsidiaries.  He is also a general partner of DWG
                      Acquisition, whose principal business is ownership of
                      securities of Triarc. From its formation in January
                      1989 to April 1993, Mr. Peltz was Chairman and
                      Chief Executive Officer of Trian Group, Limited
                      Partnership ("Trian"), which provided investment
                      banking and management services for entities
                      controlled by Mr. Peltz and Mr. May. From 1983 to
                      December 1988, he was Chairman and Chief
                      Executive Officer and a director of Triangle
                      Industries, Inc. ("Triangle"), which, through
                      wholly-owned subsidiaries, was, at that time, a
                      manufacturer of packaging products, copper electrical
                      wire and cable and steel conduit and currency and
                      coin handling products. Mr. Peltz has also served as a
                      director of MCM Capital Group, Inc. since February
                      1998.  Mr. Peltz is 57 years of age.

Peter W. May........  Mr. May has been a director and the Vice Chairman of the
                      Company since April 1997.  Mr. May has also been a
                      manager and President and Chief Operating Officer of
                      TCPG since January 1999 and a director and President and
                      Chief Operating Officer of Triarc since April 1993. Since
                      April 1997, Mr. May has also been a director or manager
                      and officer of certain of the Company's subsidiaries. He
                      is also a general partner of DWG Acquisition. From its
                      formation in January 1989 to April 1993, Mr. May
                      was President and Chief Operating Officer of Trian.
                      He was President and Chief Operating Officer and a
                      director of Triangle from 1983 until December 1988.
                      Mr. May has also served as a director of MCM
                      Capital Group, Inc. since February 1998 and served as
                      a director of Ascent Entertainment Group, Inc. from
                      June 1999 to April 2000 and of On Command Corporation from
                      February 2000 to April 2000. Mr. May is 57 years of age.

Michael Weinstein...  Mr. Weinstein has been a director and the Chief Executive
                      Officer of the Company since April 1997. Mr. Weinstein has
                      also served as Chief Executive Officer of Snapple Beverage
                      Corp. ("Snapple") and Mistic Brands, Inc. ("Mistic") since
                      they were acquired by Triarc in May 1997 and August 1995,
                      respectively, and of Royal Crown since October 1996.
                      Prior to August 1995, he was president of Liquid
                      Logic, a private beverage consulting business he
                      founded in 1994.

Ernest J. Cavallo...  Mr. Cavallo has been a director and the President and
                      Chief Operating Officer of the Company since April
                      1997, and has been the President and Chief Operating
                      Officer  of  Snapple  since  May  1997.  Mr.
                      Cavallo  has also  served  as  President  of
                      Mistic  since  August  1995 and as the Chief
                      Operating  Officer of Mistic since  November
                      1996. From August 1995 to November 1996, Mr.
                      Cavallo served as Chief Financial Officer of
                      Mistic.  From June 1994 until  August  1995,
                      Mr.  Cavallo was Senior Vice  President  and
                      Chief  Financial  Officer of Joseph  Victori
                      Wines, the predecessor company of Mistic.

Brian L. Schorr....   Mr. Schorr  has been a director of the Company since
                      April 1997 and an Executive Vice President of the
                      Company since March 1998.  Mr. Schorr has also
                      been Executive Vice President and General Counsel
                      of Triarc and certain of its subsidiaries since June
                      1994. Prior thereto, Mr. Schorr was a partner of Paul,
                      Weiss, Rifkind, Wharton & Garrison, a law firm
                      which he joined in 1982.That firm provides legal
                      services to the Company, Triarc and their subsidiaries.



 (b)  Identification of Executive Officers

         The  following  table  sets forth  certain  information regarding the
executive officers of the Company, all of whom are U.S. citizens.

         Name                        Age          Positions

Nelson Peltz.............             57          Director; Chairman

Peter W. May.............             57          Director; Vice Chairman

Michael Weinstein........             51          Director; Chief
                                                  Executive Officer

Ernest J. Cavallo.........            66          Director; President and
                                                  Chief Operating Officer

Brian L. Schorr...........            41          Director; Executive Vice
                                                  President

John L. Barnes, Jr. ......            52          Executive Vice
                                                  President

Eric D. Kogan.............            36          Executive Vice
                                                  President

Richard B. Allen...........            45         Senior Vice President and
                                                  Chief Financial Officer

Joseph Bayern..............            37         Senior Vice President -
                                                  Strategic Planning and
                                                  Operations

John L. Belsito..............          39         Senior Vice President

Kenneth W. Gilbert..........           49         Senior Vice President,
                                                  Marketing

Gary G. Lyons.............             49         Senior Vice President and
                                                  General Counsel;
                                                  and Assistant Secretary

Francis T. McCarron.........           43         Senior Vice President --
                                                  Taxes

Joseph G. McDonald........             52         Senior Vice President, Sales

Sherry Perley...............           42         Senior Vice President,
                                                  Human Resources

James A. Smith...............          55         Senior Vice President,
                                                  Company Operations

Anne A. Tarbell...........             41         Senior Vice President

Charles Zimmermann......               47         Senior Vice President,
                                                  Operations

Stuart I. Rosen...........             40         Vice President and
                                                  Secretary

Fred H. Schaefer..............         55         Vice President and Chief
                                                  Accounting Officer

         Set  forth  below is  certain  additional  information  concerning  the
persons  listed above (other than Messrs.  Peltz,  May,  Weinstein,  Cavallo and
Schorr,  for whom such  information has been provided under  "Identification  of
Directors" above).

     John L.  Barnes,  Jr. has been an Executive  Vice  President of the Company
since March 1998. He has also been Executive Vice President and Chief  Financial
Officer of Triarc and  certain of its  subsidiaries  since  March 1998 and prior
thereto was Senior Vice  President and Chief  Financial  Officer of Triarc since
August  1996.  From  April  1996 to August  1996 Mr.  Barnes  was a Senior  Vice
President  of Triarc.  Prior to April 1996,  Mr.  Barnes had served as Executive
Vice President and Chief Financial  Officer of  Graniteville  Company (which was
sold by the Company in April 1996) for more than five years.

         Eric D. Kogan has been an Executive Vice President of the Company since
March 1998. He has also been Executive  Vice President -- Corporate  Development
of Triarc and certain of its subsidiaries since March 1998 and prior thereto was
Senior Vice President -- Corporate Development of Triarc since March 1995. Prior
to March 1995 Mr. Kogan was Vice  President -- Corporate  Development  of Triarc
since April 1993.  Prior  thereto,  Mr. Kogan was a Vice President of Trian from
September  1991 to April  1993.  Mr.  Kogan has also served as a director of MCM
Capital Group, Inc. since February 1998.

     Richard B.  Allen.  Mr.  Allen has been  Senior  Vice  President  and Chief
Financial  Officer of the Company since July 1997.  Mr. Allen was Vice President
and  Assistant  Controller,  Planning and Analysis for RJR Nabisco  ("RJR") from
April 1996 to October 1996 and Assistant  Controller,  Planning and Analysis for
RJR from January 1995 to April 1996.

     Joseph  Bayern.  Mr.  Bayern  has been  Senior  Vice  President,  Strategic
Planning  and  Operations  of  the  Company  and  certain  of  its  subsidiaries
(including  Snapple and Mistic) since  December 1999. Mr. Bayern was Senior Vice
President-  Chief  Information  Officer of Snapple and Mistic from March 1998 to
December  1999. Mr. Bayern was Chief  Information  Officer of Snapple and Mistic
from  December  1997 to March  1998.  Previously,  he served as senior  manager,
management  solutions  and services for Deloitte & Touche LLP from April 1995 to
December 1997.

         John L.  Belsito.  Mr.  Belsito has been Senior  Vice  President  since
December 1999,  and has been President of Royal Crown since August 1998.  Before
August 1998,  Mr.  Belsito  served as Vice  President--Corporate  Development of
Cadbury   Beverages   Inc.   From  1995  to  1997,  he  served  as  Senior  Vice
President--Franchising  of Dr  Pepper/7-Up  Inc. From 1994 to 1995,  Mr. Belsito
served as Vice  President--Franchising of Cadbury Beverages, North America. From
1993 to 1994, he served as Vice President--Field Marketing at Schweppes USA.

         Kenneth   W.    Gilbert.    Mr.    Gilbert   has   been   Senior   Vice
President--Marketing,   since  April   1997.   He  has  also  been  Senior  Vice
President--Marketing  of Mistic since  September  1995.  From 1983 to 1995,  Mr.
Gilbert  was  a  group  account   director  at  Messner  Vetere  Berger  Monamze
Schmetterer Eurocom, an advertising agency in New York City.

     Gary G. Lyons. Mr. Lyons has been Senior Vice President and General Counsel
and  Assistant  Secretary  of  the  Company  and  certain  of  its  subsidiaries
(including Snapple and Mistic) since July 1997. Mr. Lyons was Vice President and
General  Counsel of Snapple from May 1997 to July 1997.  From 1994 to 1997,  Mr.
Lyons was Vice President and General Counsel of Cadbury Beverages, North America
and from 1993 to 1997 was Vice President and General Counsel of A&W Brands, Inc.

     Joseph G. McDonald.  Mr. McDonald has been Senior Vice  President--Sales of
the  Company  since  April  1997.  Mr.   McDonald  has  also  been  Senior  Vice
President--Sales  of Snapple since May 1997 and of Mistic since  September 1995.
Mr. McDonald was Senior Vice President--Sales, Royal Crown from March 1996 until
May  1997.   From  October  1993  to  September  1995  Mr.   McDonald  was  Vice
President--Sales for Cadbury Beverages, North America.

         Francis T.  McCarron  has been  Senior Vice  President  -- Taxes of the
Company  since  April 1997.  He has also been  Senior Vice  President - Taxes of
Triarc and certain of its subsidiaries  since April 1993. Prior thereto,  he was
Vice  President  -- Taxes of Trian from its  formation  in January 1989 to April
1993.

     Sherry Perley.  Ms. Perley has been Senior Vice President,  Human Resources
of the Company since  December  1999.  Ms. Perley has also served as Senior Vice
President,  Human  Resources  of  Snapple  since  November  1999.  She was  Vice
President,  Human  Resources  of Snapple from July 1997 to November  1999.  From
January 1997 to July 1997,  Ms. Perley was a human  resources  consultant.  From
January,  1994 to January,  1997 she was Vice President,  Human Resources at the
Nine West Group, Inc.

     James  A.  Smith.  Mr.  Smith  has  been  Senior  Vice  President,  Company
Operations  of the  Company  since  December  1999.  Mr.  Smith was Senior  Vice
President Franchising--Mr.  Natural and Pacific Snapple of the Company from July
1997 to December 1999. Mr. Smith served as a consultant to the Company from June
1995 to 1997.  Prior  thereto,  he was President of Canada Dry USA from February
1990 to June 1995.

         Anne A.  Tarbell has been Senior Vice  President  of the Company  since
December   1999.   She  has  also  been  Senior  Vice   President  --  Corporate
Communications  and Investor  Relations of Triarc,  and Senior Vice President of
certain of its  subsidiaries,  since May 1998. From June 1995 to April 1998, Ms.
Tarbell was Vice President and Director -- Investor Relations of ITT Corporation
and served as Assistant  Director -- Investor  Relations of ITT Corporation from
August 1991 to May 1995.

     Charles    Zimmermann.    Mr.    Zimmerman    has    been    Senior    Vice
President--Operations  since April 1997. Mr. Zimmerman has also served as Senior
Vice President  Operations for Snapple since September 1995 and for Mistic since
July 1997.  He was also Vice  President--Operations  for Mistic from May 1996 to
July 1997.  Prior  thereto,  Mr.  Zimmermann was Vice  President--Operations  of
Snapple from November 1989 to May 1995.

         Stuart I. Rosen has been Vice  President  and  Secretary of the Company
since April 1997. He has also been Vice President and Associate General Counsel,
and Secretary of Triarc and certain of its subsidiaries since August 1994. Prior
thereto, he was associated with Paul, Weiss, Rifkind, Wharton & Garrison since
1985.

         Fred H.  Schaefer has been Vice  President  of the Company  since March
1998. He has also been Vice President and Chief Accounting Officer of Triarc and
certain  of its  subsidiaries  since  April  1993.  Prior  thereto,  he was Vice
President  and Chief  Accounting  Officer of Trian from its formation in January
1989 to April 1993.

         The  term  of  office   of  each   executive   officer   is  until  the
organizational  meeting of the Board  following the next annual  meeting of TBHC
stockholders  and until his or her  successor is elected and  qualified or until
his or her prior death, resignation or removal.

(c)  Identification of Certain Significant Employees

         Not applicable.

(d)  Family Relationships

         None.

(e)  Business Experience

         The  business  experience  of  the  executive  officers  who  are  also
directors  of the  Company  is set  forth in  "Item  10(a) -  Identification  of
Directors" and the business  experience of those executive  officers who are not
also directors of the Company is set forth under "Item  10(b)--Identification of
Executive  Officers." The directorships  held by each director of the Company in
any company with a class of securities  registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to Section 15(d) of such
Act or any company  registered  as an investment  company  under the  Investment
Company Act of 1940, as amended, is set forth in Item 10(a). The information set
forth in such  Items  10(a)  and  10(b) is  hereby  incorporated  herein  in its
entirety by reference.

(f)  Involvement in Certain Legal Proceedings

         To  the  best  of the  Company's  knowledge,  no  current  director  or
executive officer of the Company has been involved during the past five years in
any legal  proceedings  required  to be  disclosed  pursuant  to Item  401(f) of
Regulation S-K of the Securities and Exchange Commission.

(g)  Promoters and Control Persons

         Not applicable.

Compliance With Section 16(a) of the Exchange Act

         Not applicable.

Item 11.  Executive Compensation

Introduction to Summary Compensation Table

           The  Summary  Compensation  Table  sets forth  salary of,  cash bonus
awards as well as non-cash  awards granted under the Company's 1997 Stock Option
Plan (the "TBHC  Plan"),  Triarc's  1993  Equity  Participation  Plan (the "1993
Plan"),  Triarc's 1998 Equity  Participation Plan (the "1998 Plan") and Triarc's
1999  Executive  Bonus Plan with  respect to the fiscal year ended  December 28,
1997, the fiscal year ended January 3, 1999 and the fiscal year ended January 2,
2000 to, the Company's Chairman, Vice Chairman,  Chief Executive Officer and the
three other executive officers of the Company who constituted the Company's most
highly compensated executive officers during fiscal 1999 (the "Named Officers").

         Messrs.  Peltz and May serve as directors and officers of TBHC,  Triarc
and several of their  subsidiaries.  Mr. Schorr serves as a director and officer
of TBHC and  several  of its  subsidiaries,  as an  officer  of Triarc and as an
officer and director of several of its  subsidiaries.  Mr. Weinstein serves as a
director and officer of TBHC and certain of its subsidiaries  (including Snapple
and Mistic).  Messrs.  Barnes and Kogan serve as officers of TBHC and Triarc and
officers and directors of several of their  subsidiaries.  All  compensation set
forth in the Summary  Compensation Table for Messrs.  Peltz, May, Barnes,  Kogan
and Schorr  (other  than the  options  granted  under the TBHC Plan) was paid by
Triarc and  represents  amounts  paid for  services  rendered  to Triarc and its
subsidiaries, including TBHC and its subsidiaries. All compensation set forth in
the Summary  Compensation  Table for Mr.  Weinstein was paid by  subsidiaries of
TBHC for services  rendered to the Triarc  Beverage  Group.  All non-cash awards
granted to any Named  Officer  were made by Triarc  except for  options  granted
under the TBHC Plan.  Additional  information  with respect to the  compensation
arrangements for the Chairman,  the Vice Chairman,  the Chief Executive  Officer
and the other  Named  Officers  is set forth  below  under  "Certain  Employment
Arrangements  with Executive  Officers." No restricted stock awards were made to
any of the Named Officers during fiscal 1997, fiscal 1998 or fiscal 1999.


<PAGE>
<TABLE>
<CAPTION>

                                   SUMMARY COMPENSATION TABLE

                                                                                       Annual Compensation

                                                                                                                     Other Annual
 Name and Principal Position                        Period           Salary($)                    Bonus($)        Compensation($)
----------------------------                        ------           ---------                    --------        ---------------
<S>                                                 <C>                <C>                       <C>                <C>

Nelson Peltz .................                      1999               933,333                   5,554,350(2)       300,034(6)
 Chairman                                           1998                     1                          --          329,067(6)
                                                    1997                     1                          --          429,872(6)


Peter W. May .................                      1999               800,000                   2,664,650(2)       148,285(7)
 Vice Chairman                                      1998                     1                          --          134,173(7)
                                                    1997                     1                          --          153,288(7)

Michael Weinstein..............                     1999               500,000                     225,000                 (8)
 Chief Executive Officer                            1998               500,000                     225,000                 (8)
                                                    1997               458,333                   2,250,000(4)              (8)

John L. Barnes, Jr.  .........                      1999               300,000                     800,000(3)              (8)
 Executive Vice President                           1998               300,000                     585,000(3)              (8)
                                                    1997               300,000                     650,000(3)              (8)

Eric D. Kogan ................                      1999               300,000                     800,000(3)              (8)
 Executive Vice President                           1998               285,583                     595,417(3)              (8)
                                                    1997               250,000                     700,000(3)              (8)

Brian L. Schorr ..............                      1999               312,500                     800,000(3)              (8)
 Executive Vice President                           1998               312,500                     585,000(3)              (8)
                                                    1997               312,500                     650,000(3)(5)           (8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                                             Long Term Compensation
                                                                          Awards            Payouts
                                                                      Securities
Name and Principal                                                    Underlying               LTIP                        All Other
Position                                       Period             Options/SARs(#)(1)          Payouts($)             Compensation($)
---------                                      ------             ------------------          ----------             ---------------
<S>                                            <C>                     <C>                           <C>                <C>

Nelson Peltz .................                 1999                    226,000(9)                     --                  8,800(11)
 Chairman                                      1998                     26,000(10)                    --                --
                                               1997                    150,000                        --                --

Peter W. May .................                 1999                    113,000(9)                     --                  8,800(11)
 Vice Chairman                                 1998                     13,000(10)                    --                --
                                               1997                    100,000                        --                --

Michael Weinstein...........                   1999                     46,000(9)                     --                  6,400(11)
 Chief Executive Officer                       1998                     10,000                        --                  5,600(11)
                                               1997                     21,000(10)                    --                  4,000(11)

John L. Barnes, Jr.  .........                 1999                     56,600(9)                     --                  8,800(11)
 Executive Vice President                      1998                     50,000                        --                  7,200(11)
                                                                         6,600(10)
                                               1997                     50,000                        --                  6,400(11)

Eric D. Kogan ................                 1999                     56,600(9)                     --                  8,800(11)
 Executive Vice President                      1998                     50,000                        --                  7,200(11)
                                                                         6,600(10)
                                               1997                     50,000                        --                  6,400(11)

Brian L. Schorr ..............                 1999                     56,600(9)                     --                 12,787(12)
 Executive Vice President                      1998                     50,000                        --                 11,187(12)
                                                                         6,600(10)
                                               1997                     50,000                        --                 10,387(12)
</TABLE>
<PAGE>

---------
     (1)Except as otherwise noted, all stock option grants were made pursuant to
the 1993 Plan or 1998 Plan.The option grants under the 1998 Plan with respect to
fiscal 1998 were made on March 15, 1999.

     (2)Includes  special  bonuses paid in  connection  with the  completion  of
certain transactions and payments made pursuant to Triarc's 1999 Executive Bonus
Plan described below.

     (3)Includes  special  bonuses paid in  connection  with the  completion  of
certain transactions.

     (4)Includes, as consideration for Mr. Weinstein's added responsibilities in
connection with the reorganization of the Triarc Beverage Group, the acquisition
of Snapple  and the  cancellation  of certain  stock  appreciation  rights  with
respect  to shares of Mistic  common  stock,  a special  payment  of  $2,000,000
awarded under the terms of Mr.  Weinstein's  1997 employment  agreement that Mr.
Weinstein  received on January 2, 2000. Of such amount,  $1,000,000 vested as of
July 1, 1997 and $333,333 vested on each of January 2, 1998, January 2, 1999 and
January  2,  2000.  For   additional   information,   see  "Certain   Employment
Arrangements with Executive Officers - Michael Weinstein."

     (5)Such amount  constitutes  Mr.  Schorr's  aggregate bonus with respect to
fiscal 1997,  $600,000 of which was paid in January  1998 as an advance  against
such bonus, with the balance being paid in March 1998.

     (6)Includes  imputed income of $227,801,  $266,837 and $233,856 arising out
of the use of corporate  aircraft in fiscal  1999,  fiscal 1998 and fiscal 1997,
respectively.

     (7)Includes  imputed income of $94,791,  $77,138 and $85,841 arising out of
the use of corporate aircraft in fiscal 1999, 1998 and 1997,  respectively,  and
fees of  $40,000  paid by  Triarc on  behalf  of Mr.  May for tax and  financial
planning services in each of fiscal 1999, fiscal 1998 and fiscal 1997.

     (8)Perquisites  and other  personal  benefits  did not exceed the lesser of
either  $50,000 or 10% of the total annual salary and bonus  reported  under the
headings of "Salary" and "Bonus."

     (9)Includes  26,000,  13,000,  6,600,  6,600, 6,600 options granted in 1998
under  the  TBHC  Plan  to  Messrs.   Peltz,  May,  Barnes,  Kogan  and  Schorr,
respectively,  and  21,000  options  granted  in 1997 under the TBHC Plan to Mr.
Weinstein,  the exercise prices of which were equitably adjusted in 1999. In May
1999,  in  accordance   with  the  terms  of  the  TBHC  Plan,  the  Performance
Compensation  Subcommittee of the Triarc Board of Directors  equitably  adjusted
the exercise price of all outstanding options under the TBHC Plan to reflect the
effects of the  transfer of cash and deferred tax assets from TBHC to Triarc and
the contribution of Stewart's Beverages, Inc. to TBHC. As a result, the exercise
price  of each of the  TBHC  options  granted  in 1998 at an  exercise  price of
$191.00 per share was  equitably  adjusted to $138.83 per share and the exercise
price of each TBHC option  granted in 1997 at an  exercise  price of $147.30 per
share was  equitably  adjusted to $107.05  per share.  In  addition,  holders of
options with an original  exercise price of $147.30 per share may be entitled to
a cash  payment of $51.34 per share,  and  holders of options  with an  original
exercise  price of $191.00 per share may be entitled to a cash payment of $39.40
per share,  if they exercise their options or their right to resell their shares
to TBHC.  Triarc has agreed with TBHC that Triarc will pay or reimburse TBHC for
any such cash  payment to a holder of options to the extent that such holder was
an employee of Triarc (but not an employee of a subsidiary of Triarc) on May 17,
1999.

     (10)Represents  grants of options made pursuant to the TBHC Plan which were
equitably adjusted in 1999. See footnote (9) above.

     (11)Represents  amounts  contributed to 401(k) plan by Triarc (Snapple,  in
the case of Mr. Weinstein) on behalf of the Named Officer.

     (12)Includes $8,800, $7,200 and $6,400 contributed to 401(k) plan by Triarc
on behalf of Mr. Schorr in fiscal 1999, 1998 and 1997, respectively,  and $3,987
of other  compensation  paid by Triarc in an amount  equal to premiums  for life
insurance in each of fiscal 1999, 1998 and 1997.

Compensation of Directors

         Neither the Company nor Triarc (or any of their  subsidiaries) pays any
additional remuneration to its employees (or employees of any of its affiliates)
for serving as directors of the Company. See "Executive  Compensation -- Certain
Employment  Arrangements with Executive  Officers" below for certain information
relating to compensation of the Company's management directors.

Certain Employment Arrangements with Executive Officers

     Nelson Peltz and Peter W. May. Since April 1993,  Nelson Peltz and Peter W.
May have been serving Triarc as its Chairman and Chief Executive Officer and its
President and Chief Operating  Officer,  respectively.  Under the terms of their
original employment and compensation arrangements,  which expired by their terms
in April  1999,  each of them  received  an annual  base  salary  of  $1.00.  In
addition,  Messrs. Peltz and May participated in the incentive  compensation and
welfare and benefit plans made  available to Triarc's  corporate  officers.  New
employment  agreements  were entered  into by Triarc and Messrs.  Peltz and May,
effective as of May 1, 1999. The agreements provide for a five year term through
April 30, 2004, unless otherwise terminated as provided therein,  with automatic
annual one year renewals  unless  either  Triarc or the executive  gives written
notice not later than 180 days  preceding  the date of any such  extension  that
such party does not wish to extend the term. The  agreements  provide for annual
base salaries of $1,400,000  per year for Mr. Peltz and  $1,200,000 per year for
Mr. May,  subject to increase but not decrease  from time to time.  In addition,
the executives  will receive an annual bonus for each fiscal year at least equal
to the bonus amount  actually  earned under Triarc's 1999 Executive  Bonus Plan,
which plan was approved by Triarc's stockholders; provided that the Triarc Board
of Directors (including the Compensation Committee) may award additional bonuses
in its  discretion.  In the event  employment is  terminated  by Triarc  without
"cause",  or by the executive for "good reason" (as each such term is defined in
the agreements),  or at the executive's  option following a "change of control,"
the  agreements  provide that each  executive will be entitled to receive within
ten days of termination,  among other things, an amount equal to the sum of: (i)
the executive's  then current base salary through the date of  termination,  any
bonus amounts  payable,  and accrued  vacation pay;  (ii) the  executive's  then
current base salary  through the remainder of the  employment  term;  (iii) five
times the highest bonus as calculated under the agreements;  and (iv) five times
the sum of Triarc contributions paid or accrued on the executive's behalf to any
defined contribution retirement plans during the year preceding termination . In
addition,  the  executives  will be entitled to receive a pro rata bonus for the
year in which the  termination  occurs.  "Change  of  control"  would  generally
include  the  following  events:  (i) a majority  of  Triarc's  directors  being
replaced;  (ii) any person,  defined in the Securities  Exchange Act of 1934, as
amended,  acquires 50% or more of the combined  voting power of Triarc's  voting
securities;  (iii) a sale of all or  substantially  all of the assets of Triarc;
(iv) a merger or similar transaction that requires stockholder approval,  unless
Triarc's  stockholders  continue to own 50% or more of the combined voting power
of the resulting entity's voting securities; (v) Triarc's stockholders approve a
plan of complete liquidation or dissolution of Triarc; or (vi) such other events
as may be designated by Triarc's Board of Directors.  Under the  agreements,  in
the event that any  benefit  paid to Messrs.  Peltz and May  becomes  subject to
excise tax imposed under Section 4999 of the Internal Revenue Code,  Triarc will
indemnify  Messrs.  Peltz and May so that after  payment of such  excise  taxes,
Messrs.  Peltz and May will be in the same  after- tax  position as if no excise
tax had been  imposed.  The  agreements  also  provide  that in the  event  that
employment is terminated without "cause" by Triarc, by Messrs.  Peltz or May for
"good reason",  or under other  specified  circumstances  (including a change of
control), all non-vested stock options and other non-vested stock or stock-based
awards then owned by the executives will, subject to certain  limitations,  vest
immediately and (i) subject to certain  limitations,  all of such awards granted
on or after  February 24, 2000 and (ii) all of the Triarc stock options  granted
before  February 24, 2000 with an exercise price greater than $17.6875 per share
(the  closing  price  of  Triarc's  common  stock  on such  date),  will  remain
exercisable  until the earlier of one year following  termination or the award's
stated expiration date.

         Michael  Weinstein.  Snapple  and Mistic  entered  into an amended  and
restated  employment  agreement,  effective  as of June 1,  1997,  with  Michael
Weinstein,  providing for the employment of Mr. Weinstein as the Chief Executive
Officer of TBHC,  Snapple,  Mistic and Royal Crown.  The term of employment will
continue until January 2, 2001,  unless otherwise  terminated as provided in the
agreement.  Mr. Weinstein's  employment  agreement is automatically  renewed for
additional one year periods unless either Mr.  Weinstein or Snapple elect,  upon
180 days' notice,  not to renew. Mr. Weinstein receives an annual base salary of
$525,000,  and is eligible to receive an annual cash incentive  bonus and future
grants of options to  purchase  shares of  Triarc's  Class A Common  Stock.  Mr.
Weinstein  also  received a special  payment of  $2,000,000  in January 2000, of
which  $1,000,000  vested  as of July 1,  1997 and  $333,333  vested  on each of
January 2, 1998, 1999 and 2000.

     Mr.  Weinstein is also entitled to participate in any insurance,  including
life, disability, medical and dental, vacation, pension and retirement plans and
to receive any other employee benefits and perquisites made generally  available
by Snapple to its senior officers.  In addition,  Mr. Weinstein is entitled to a
monthly automobile allowance in the amount of $900.

         In the event Snapple terminates Mr. Weinstein's employment without good
cause, Mr.  Weinstein's  employment  agreement  provides that he will receive an
amount equal to the sum of: (1) the greater of: (a) his base salary for one year
and (b) the entire amount of base salary that would be payable to Mr.  Weinstein
under his  employment  agreement  through the last day of the then current term,
plus any earned but unpaid base salary, vacation or annual bonus in respect of a
prior year owing to Mr. Weinstein  accrued before the termination;  plus (2) Mr.
Weinstein's annual bonus for the year in which the termination occurs.

         In  addition,  Mr.  Weinstein's  option to  purchase  15,000  shares of
Triarc's  Class A  Common  Stock  will  vest  immediately  as of the date of his
termination and may be exercised by Mr. Weinstein within the earlier of one year
from the date of termination or on the date the option expires.  Mr. Weinstein's
employment agreement also provides that in the event of a change in control, Mr.
Weinstein may terminate his employment  within 12 months following the change in
control,  if he does so  because  of any  substantial  diminution  of his title,
duties, or responsibilities, or any material reduction in compensation, and will
be  entitled to receive the same  payments  that he would have been  entitled to
receive had his employment been terminated without good cause.

         Mr.  Weinstein's  employment  agreement  also contains  confidentiality
provisions that prohibit him from disclosing  confidential  information relating
to Snapple,  its subsidiaries or its affiliated companies during the term of his
employment agreement and for a period of four years afterwards. In addition, the
agreement contains  non-competition  provisions that prohibit Mr. Weinstein from
competing  in the premium or  carbonated  beverage  business  for a period of 18
months  following the  termination  of his employment for cause or his voluntary
resignation before the last day of his term of employment.

     John L. Barnes,  Jr.,  Eric D. Kogan and Brian L.  Schorr.  Each of Messrs.
Barnes, Kogan and Schorr,  Executive Vice Presidents of the Company and Triarc's
Executive Vice President and Chief Financial Officer, Executive Vice President -
Corporate   Development  and  Executive  Vice  President  and  General  Counsel,
respectively,  are parties to  employment  agreements  with Triarc  entered into
effective as of February 24, 2000. The agreements provide for a three year term,
unless otherwise terminated as provided therein,  with automatic annual one year
renewals  unless  either Triarc or the employee  gives written  notice not later
than 180 days  preceding the date of any such extension that such party does not
wish to extend the term.  The  agreements  provide for annual  base  salaries of
$475,000 per year,  subject to increase but not decrease  from time to time.  In
addition, the executives are eligible to receive bonuses during each of Triarc's
fiscal years from time to time as appropriate, in the sole discretion of Triarc,
and to  participate  in  Triarc's  1999  Executive  Bonus  Plan.  In  the  event
employment  is  terminated by Triarc,  without  "cause",  or by an executive for
certain  specified  reasons  (including  following  a "change of control" or for
"good reason",  such terms having similar  definitions as in Messrs.  Peltz' and
May's employment agreements), the agreements provide that each executive will be
entitled  to receive  within ten days of  termination,  among other  things,  an
amount equal to the sum of: (i) the executive's then current base salary through
the date of termination,  any bonus amounts  payable,  accrued vacation pay, and
two and one-half  times the sum of Triarc  contributions  paid or accrued on the
executive's behalf to any defined contribution  retirement plans during the year
preceding  termination;  (ii) the  executive's  then current  salary through the
remainder of the employment term (but in no event for more than two and one-half
years);  and (iii) two and one-half times the highest bonus, as calculated under
the  agreements.  In addition,  the executives will be entitled to receive a pro
rata bonus for the year in which the termination  occurs.  Under the agreements,
in the event that any benefit paid to Messrs.  Barnes,  Kogan or Schorr  becomes
subject to excise tax imposed under  Section 4999 of the Internal  Revenue Code,
Triarc will indemnify Messrs.  Barnes, Kogan and Schorr so that after payment of
such  excise  taxes,  Messrs.  Barnes,  Kogan  and  Schorr  will be in the  same
after-tax  position as if no excise tax had been imposed.  The  agreements  also
provide  that in the event that  employment  is  terminated  without  "cause" by
Triarc,  by Messrs.  Barnes,  Kogan or Schorr for "good reason",  or under other
specified  circumstances  (including a change of control),  all non-vested stock
options  and  other  non-vested  stock or  stock-based  awards  of Triarc or any
subsidiary (including the Company) then owned by the executives will, subject to
certain  limitations,  vest immediately and (i) subject to certain  limitations,
all of such  awards  granted on or after  February  24, 2000 and (ii) all of the
Triarc stock options  granted  before  February 24, 2000 with an exercise  price
greater than $17.6875 per share (the closing  price of Triarc's  common stock on
such date),  will  remain  exercisable  until the earlier of one year  following
termination or the award's stated expiration date.

    CASH INCENTIVE PLANS

     The Triarc  Beverage  Group ("TBG") has an annual cash  incentive plan (the
"Annual Incentive Plan") for executive officers and key employees, including Mr.
Weinstein.

     The Annual Incentive Plan is designed to provide annual incentive awards to
participants,  with  amounts  payable  being  linked to whether  the  applicable
company has met certain  pre-determined  financial  goals and the performance of
the  participant  during the preceding  year.  Under the Annual  Incentive Plan,
participants may receive awards of a specified  percentage of their then current
base salaries, which percentage varies depending upon the level of seniority and
responsibility of the participant. Such percentage is set by TBG's management in
consultation  with  management  of  Triarc.  Such  awards may be  adjusted  on a
discretionary  basis to reflect  the  relative  individual  contribution  of the
executive or key  employee,  to evaluate the  "quality" of TBG's  earnings or to
take into account external factors that affect performance  results.  Management
of Triarc and TBG may also decide that multiple  performance  objectives related
to TBG's and/or the  individual's  performance  may be  appropriate  and in such
event,  such factors  would be weighted in order to determine  the amount of the
annual incentive  awards.  The Annual Incentive Plan is administered by Triarc's
management and may be amended or terminated at any time.

     TRIARC'S 1999 EXECUTIVE BONUS PLAN

     Triarc's  1999  Executive  Bonus  Plan is  designed  to  provide  incentive
compensation for designated  executive  officers and key employees of Triarc and
its  subsidiaries  that is  directly  related to the  financial  performance  of
Triarc.  The plan was approved by Triarc's  stockholders  on September 23, 1999.
The 1999 Executive  Bonus Plan,  which is effective as of May 3, 1999,  provides
for two types of  bonuses to be awarded  to  designated  participants:  "Formula
Bonus  Awards" and  "Performance  Goal Bonus  Awards".  Formula Bonus Awards are
based  solely on Triarc's  operating  performance  using  certain  predetermined
factors outlined in the plan.  Performance Goal Bonus Awards are based on Triarc
achieving  certain  performance  goals  which are  established  annually  by the
Performance  Compensation  Subcommittee  of the Triarc Board of  Directors  (the
"Performance  Committee"),  based on  specific  criteria  set  forth in the 1999
Executive  Bonus Plan.  Such  critieria  include the  successful  completion  of
acquisitions,  dispositions,  recapitalizations,  financings  and  refinancings,
return  on  Triarc's  investment   portfolio  and  other  market  and  operating
performance measures,  including, among other things, earnings per share, market
share,  margins,  productivity  improvement  and stock  price.  The  Performance
Committee establishes the performance goals as to each participant for each plan
year and, if more than one performance goal is established, the weighting of the
performance goals.  Messrs.  Peltz and May are eligible to receive Formula Bonus
Awards  and each of  Messrs.  Peltz,  May,  Barnes,  Kogan and  Schorr  has been
designated  by  the  Performance  Committee  as  being  eligible  to  receive  a
Performance  Goal Bonus Award under the 1999 Executive  Bonus Plan for plan year
2000.  Performance  Goal Bonus  Awards may not exceed  $5,000,000  to any single
participant  for any plan year. The  Performance  Committee may, in its sole and
absolute  discretion,  adjust or modify the calculation of the performance goals
in certain  circumstances.  In addition,  the 1999 Executive Bonus Plan provides
that the Performance  Committee may reduce or eliminate a Performance Goal Bonus
Award even if certain  performance  goals have been achieved if the  Performance
Committee,  in  its  sole  discretion,  determines  to do  so.  The  Performance
Committee may also amend, suspend, or terminate the 1999 Executive Bonus Plan or
any portion  thereof at any time;  provided that no such amendment or alteration
shall be made that  would  impair  the  rights of any  participant  without  the
participant's  consent.  Payments of awards under the 1999 Executive  Bonus Plan
are intended to be exempt from the tax deduction limitation of Section 162(m) of
the Internal Revenue Code,  which generally  limits  deductions for compensation
paid to senior executive officers to $1.0 million per year.

     DISCRETIONARY BONUSES

     From time to time, the Compensation Committee of the Triarc Board may award
discretionary  bonuses  based on  performance  to  certain  executive  officers,
including executive officers of the Company. The amounts of such bonuses will be
based on the  Compensation  Committee's  evaluation  of each  such  individual's
contribution.

     TRIARC'S 1993 EQUITY PARTICIPATION PLAN

     The 1993 Plan, which expired on April 24, 1998,  provided for the grant of
options to purchase  Triarc's Class A Common Stock,  stock  appreciation  rights
("SARs"),  restricted  shares  of  Class A Common  Stock  and,  to  non-employee
directors of Triarc, at their option,  shares of Class A Common Stock in lieu of
annual retainer fees and/or Board of Directors or committee  meeting  attendance
fees  ("Fees")  that would  otherwise  be payable in cash.  Directors,  selected
officers  and  key  employees  of,  and  key  consultants  to,  Triarc  and  its
subsidiaries  were  eligible  to  participate  in the 1993  Plan.  A maximum  of
10,000,000 shares of Class A Common Stock (subject to certain  adjustments) were
authorized to be delivered by Triarc  pursuant to options,  SARs and  restricted
shares  granted under the 1993 Plan. As of April 25, 2000,  options to acquire a
total of  7,978,684  shares of Triarc's  Class A Common  Stock were  outstanding
under the 1993 Plan. The plan is administered by the Performance Committee.

     TRIARC'S 1998 EQUITY PARTICIPATION PLAN

     The 1998 Plan was approved by Triarc's Board of Directors on March 10, 1998
and was approved by Triarc's stockholders on May 6, 1998. The 1998 Plan replaced
the 1993 Plan which  expired on April 24, 1998.  The 1998 Plan  provides for the
granting  of stock  options,  SARs and  restricted  stock  to  officers  and key
employees of, and  consultants to, Triarc and its  subsidiaries  and affiliates.
The 1998 Plan provides for automatic awards of options to non-employee directors
of Triarc and permits  non-employee  directors of Triarc to elect to receive all
or a portion of their Fees in shares of Triarc's  Class A Common Stock.  Subject
to certain antidilution adjustments,  a maximum of 5,000,000 aggregate shares of
Triarc's  Class A Common Stock may be granted on the exercise of options or SARs
or upon a director's  election to receive Fees in Triarc shares  pursuant to the
1998 Plan. In addition,  the maximum number of shares of Triarc's Class A Common
Stock that may be  granted to any  individual  in a calendar  year is  1,000,000
shares.  As of April 25, 2000,  options to acquire  1,987,000 shares of Triarc's
Class A Common  Stock were  outstanding  under the 1998  Plan.  The 1998 Plan is
administered by the Performance  Committee.  The term during which awards may be
granted under the 1998 Plan will expire on April 30, 2003.

     TRIARC BEVERAGE HOLDINGS CORP. 1997 STOCK OPTION PLAN

     The TBHC Option Plan was approved by the  Company's  Board of Directors and
by the  Performance  Committee on August 19, 1997,  and amended in May 1999, and
provides  for the  grant of  options  to  acquire  common  stock  of  TBHC.  Key
employees,  officers, directors and consultants of TBHC and its subsidiaries and
affiliates,  and of  Triarc  and its  other  subsidiaries  and  affiliates,  are
eligible to  participate  in the TBHC Plan. A maximum of 150,000  shares of TBHC
common stock (subject to certain  adjustments) are authorized to be delivered by
TBHC  pursuant  to  options  granted  under  the plan,  representing  15% of the
outstanding shares of TBHC common stock determined on a fully-diluted  basis. As
of April 25, 2000,  options to acquire  147,450 shares of TBHC common stock were
outstanding  under  the  TBHC  Plan.  The  TBHC  Plan  is  administered  by  the
Performance  Committee.  The term during which  options may be granted under the
TBHC Plan expires on August 18, 2007.

     1997 EQUITY PARTICIPATION PLAN

     The 1997 Plan was approved by the Executive  Committee of Triarc's Board of
Directors on December 11, 1997 and provides for the granting of stock options to
purchase shares of Triarc's Class A Common Stock.  Participants in the 1997 Plan
are  limited  to  selected  key  employees  and   consultants  of  Triarc,   its
subsidiaries and affiliates, including the Company and its subsidiaries, who are
important to the success and growth of Triarc,  its subsidiaries and affiliates,
but who are not  "directors,"  "executive  officers" or "officers" of Triarc.  A
total of  500,000  shares of  Triarc's  Class A Common  Stock are  reserved  for
issuance under the 1997 Plan. As of April 25, 2000,  options to acquire  428,250
shares of Triarc's  Class A Common Stock were  outstanding  under the 1997 Plan.
The 1997 Plan is administered by the Compensation  Committee of the Triarc Board
of  Directors.  The term during which options may be granted under the 1997 Plan
expires on December 11, 2002.

     OPTIONS GRANTED IN FISCAL 1999

     The following table sets forth certain information with respect to optionso
to  purchase  shares  of  Triarc's  Class A Common  Stock  granted  to the Named
Officers  in the  fiscal  year ended  January  2, 2000.  No grants of options to
purchase  shares of TBHC common stock were made under the TBHC Plan to any Named
Officer  during fiscal 1999. No SARs were granted to any of the Named  Officers,
and no stock options were exercised by any Named Officer during fiscal 1999. The
grants  expiring  in March 2009 were made with  respect to fiscal 1998 while the
other grants listed were made with respect to fiscal 1999.

<PAGE>
<TABLE>
<CAPTION>

                                OPTION GRANTS IN LAST FISCAL YEAR

                                                                                                                     GRANT DATE
                                                  INDIVIDUAL GRANTS                                                       VALUE
                                   NUMBER OF             % OF TOTAL
                                  SECURITIES                OPTIONS              EXERCISE
                                  UNDERLYING             GRANTED TO               OR BASE                            GRANT DATE
                                OPTIONS/SARS           EMPLOYEES IN                 PRICE          EXPIRATION           PRESENT
         NAME                  GRANTED(#)(1)         FISCAL YEAR(2)         ($ PER SHARE)                DATE          VALUE(3)
         ----                  -------------         --------------         -------------                ----          --------
<S>                                <C>                     <C>                   <C>                 <C>               <C>

Nelson Peltz................       200,000                 9.00%                  $17.75             12/22/09        $1,632,720
Peter W. May..............         100,000                 4.50%                  $17.75             12/22/09          $816,360
Michael Weinstein......             15,000                 0.68%                  $17.75             12/22/09          $122,454
                                    10,000(4)              0.45%                 $16.875             03/15/09           $72,847
John L. Barnes, Jr. .......         50,000                 2.25%                  $17.75             12/22/09          $408,180
                                    50,000(4)              2.25%                 $16.875             03/15/09          $364,235
Eric D. Kogan..............         50,000                 2.25%                  $17.75             12/22/09          $408,180
                                    50,000(4)              2.25%                 $16.875             03/15/09          $364,235
Brian L. Schorr............         50,000                 2.25%                  $17.75             12/22/09          $408,180
                                    50,000(4)              2.25%                 $16.875             03/15/09          $364,235

</TABLE>
<PAGE>

---------
(1)      All options  granted to Named  Officers  during 1999 were granted under
         the 1998 Plan.  One third of the  options  granted  under the 1998 Plan
         will vest on each of the first,  second and third  anniversaries of the
         date of grant and the options will be  exercisable  at any time between
         the date of vesting and the tenth anniversary of the date of grant. The
         option  agreements  evidencing  options to purchase  shares of Triarc's
         Class A Common Stock awarded to Messrs.  Peltz, May, Barnes,  Kogan and
         Schorr  provide  that the options may be  transferred  by the  optionee
         pursuant  to  a  domestic  relations  order  or  to  certain  permitted
         transferees.

(2)      The percentages are based on the aggregate number of options granted in
         fiscal 1999 to purchase Triarc's Class A Common Stock. Of the 2,221,000
         total  options to purchase  Triarc's  Class A Common  Stock  granted in
         fiscal 1999,  options to purchase 844,250 shares were granted March 15,
         1999 with respect to fiscal 1998.

(3)      These  values were  calculated  using a  Black-Scholes  option  pricing
         model.  The actual  value,  if any,  that an executive may realize will
         depend on the  excess,  if any,  of the stock  price over the  exercise
         price on the date the options are  exercised,  and no assurance  exists
         that the value  realized by an  executive  will be at or near the value
         estimated by the  Black-Scholes  model. The following  assumptions were
         used to calculate  the present  value of the option grants with respect
         to Triarc's Class A Common Stock:

                  (a) assumed option term of seven years;
                  (b) stock price volatility  factors of .2895 and .2865 for the
                      March 15, 1999 and December 22, 1999 grants, respectively;
                  (c) annual discount rates of 5.34% and 6.57% for the March 15,
                      1999 and December 22, 1999 grants, respectively; and
                  (d) no dividend payment.

         These  estimated  option values,  including the underlying  assumptions
         used  in  calculating  them,  constitute  "forward-looking  statements"
         within the meaning of the Private  Securities  Litigation Reform Act of
         1995 and involve risks, uncertainties and other factors which may cause
         the actual value of the options to be materially  different  from those
         expressed or implied herein.

(4)      These options were granted on March 15, 1999 in respect of fiscal 1998.


         In  addition  to the  foregoing  grants of  options,  in May  1999,  in
accordance with the terms of the TBHC Plan, the Performance  Committee equitably
adjusted the exercise  price of all  outstanding  options under the TBHC Plan to
reflect the effects of the transfer of cash and deferred tax assets from TBHC to
Triarc and the contribution of Stewart's  Beverages,  Inc. to TBHC. See footnote
(9) to the Summary  Compensation  Table above.  The  following  table sets forth
certain  information with respect to the options  previously issued to the Named
Officers that were equitably adjusted in 1999.


<PAGE>
<TABLE>
<CAPTION>





                                                                                                                       GRANT DATE
                                        INDIVIDUAL GRANTS                                                                  VALUE

                                NUMBER OF             % OF TOTAL
                                SECURITIES              OPTIONS              EXERCISE
                                UNDERLYING             GRANTED TO            OR BASE                                  GRANT DATE
                                OPTIONS/SARS           EMPLOYEES IN          PRICE              EXPIRATION               PRESENT
         NAME                   GRANTED(#)(1)          FISCAL YEAR(2)        ($ PER SHARE)(3)         DATE               VALUE(4)

<S>                             <C>                       <C>                    <C>             <C>                  <C>

Nelson Peltz................    26,000                    17.88%                 $138.83         06/20/08             $6,045,520
Peter W. May..............      13,000                     8.94%                 $138.83         06/20/08             $3,022,760
Michael Weinstein......         21,000                    14.44%                 $107.05         08/19/07             $5,479,110
John L. Barnes, Jr. .......      6,600                     4.54%                 $138.83         06/20/08             $1,534,632
Eric D. Kogan..............      6,600                     4.54%                 $138.83         06/20/08             $1,534,632
Brian L. Schorr............      6,600                     4.54%                 $138.83         06/20/08             $1,534,632

</TABLE>

---------
(1) All options that were equitably  adjusted during 1999 were granted under the
TBHC Plan.  One third of the options  granted under the TBHC Plan vested on July
1, 1999, and one-third will vest on each of July 1, 2000 and July 1, 2001.

(2) The percentages are based on the 145,425 total options  previously  granted
under the TBHC Plan that were equitably adjusted in 1999.

(3) The exercise price reflects the equitable adjustment made to the options in
1999.  The options were originally granted to each of Messrs. Peltz, May,
Barnes, Kogan and Schorr in June 1998, at an exercise price of $191.00 per
share, and to Mr.  Weinstein in August 1997,  at an exercise  price of $147.30
per share.  Such exercise prices reflected the fair market value  of  the  TBHC
common stock on the original date of grant as determined by a third-party
independent appraiser.

(4) These values were calculated using a Black-Scholes option pricing model. The
actual value, if any, that an executive may realize will depend on the excess,
if any, of the stock price over the exercise price on the date the  options are
exercised, and no assurance exists that the value realized by an executive will
be at or near the value estimated by the Black-Scholes model. The following
assumptions were used to calculate the  present value of the option grants with
respect to common stock:

                  (a)   assumed option term of seven years from the original
                        date of grant;
                  (b)   stock price volatility factor of 0.0001,  reflecting the
                        fact that,  as a  privately  held  subsdiairy,  the TBHC
                        common stock does not have a public trading market;
                  (c)   an annual discount rate of 5.66%;
                  (d)   no dividend payment; and
                  (e)   3% discount of Black-Scholes ratio for each year an
                        option remains unvested.

        These  estimated option values, including the underlying assumptions
        used in calculating them, constitute "forward-looking statements"
        within the meaning of the Private Securities Litigation Reform  Act of
        1995 and involve risks, uncertainties and other factors which may cause
        the actual value of the options to be materially different from those
        expressed or implied herein.

         OPTION VALUES AT END OF FISCAL 1999

         The following table sets forth certain information concerning the value
as of January 2, 2000 of unexercised  in-the-money options to purchase shares of
Triarc's  Class A Common  Stock and shares of TBHC common  stock  granted to the
Named Officers outstanding as of the end of fiscal 1999.

<PAGE>
<TABLE>
<CAPTION>

 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

                                                                  NUMBER OF
                                                                 SECURITIES                      VALUE OF
                                                                 UNDERLYING                   UNEXERCISED
                                                                UNEXERCISED                  IN-THE-MONEY
                                                                    OPTIONS                       OPTIONS
                                                                  AT FISCAL                     AT FISCAL
                       SHARES                                      YEAR-END                      YEAR-END
                     ACQUIRED                                       1999(#)                    1999($)(1)
                           ON            VALUE                 EXERCISABLE/                  EXERCISABLE/
NAME                 EXERCISE         REALIZED                UNEXERCISABLE                UNEXERCISABLE
<S>                     <C>                <C>          <C>                            <C>

Nelson Peltz
 Triarc Options...       -0-               -0-          1,281,666/2,408,334            3,973,246/465,379
  TBHC Options....       -0-               -0-                 8,666/17,334          1,842,045/3,684,515
Peter W. May
 Triarc Options...       -0-               -0-            860,000/1,575,000            2,681,254/305,621
 TBHC Options.....       -0-               -0-                  4,333/8,667            921,022/1,842,258
Michael Weinstein
 Triarc Options...       -0-               -0-                31,666/38,334               187,246/97,379
 TBHC Options.....       -0-               -0-                 7,000/14,000          1,793,960/3,671,920
John L. Barnes, Jr.
 Triarc Options...       -0-               -0-              203,334/156,666              907,425/339,650
 TBHC Options....        -0-               -0-                  2,200/4,400              467,632/935,264
Eric D. Kogan
 Triarc Options...       -0-               -0-              212,334/166,666              945,250/398,000
 TBHC Options.....       -0-               -0-                  2,200/4,400              467,632/935,264
Brian L. Schorr
 Triarc Options...       -0-               -0-              238,334/156,666            1,063,675/339,650
 TBHC Options.....       -0-               -0-                  2,200/4,400              467,632/935,264
</TABLE>

---------
(1)      On December 31, 1999 (the last trading day during fiscal 1999), the
         closing price of Triarc's Class A Common Stock on the New York Stock
         Exchange was $18.375 per share. TBHC common stock is not publicly
         traded. The per share value as of January 2, 2000 is based on a
         May 17, 1999 valuation of $311.99 per share provided to TBHC by an
         independent third party, the latest valuation prepared.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Mr. Levato was appointed to the Compensation  Committee of the Triarc Board
of Directors in July 1997.  Mr.  Levato has been a director of Triarc since July
1996 and retired as Executive  Vice  President  and Chief  Financial  Officer of
Triarc in August  1996.  Mr.  Levato  was  Executive  Vice  President  and Chief
Financial  Officer of Mistic from June 1995 to August 1996.  Mr. Levato is not a
member of the Performance Committee.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth the beneficial  ownership as of April 1,
2000 by each person known by the Company to be the beneficial owner of more than
5% of the outstanding  shares of the Company's  Common Stock  (constituting  the
only class of voting capital stock of the Company), each director of the Company
and nominee for director of the Company who has such  ownership,  each executive
officer whose name appears in the Summary  Compensation  Table above (the "Named
Officers")  who was an executive  officer of the Company as of April 1, 2000 and
all directors and executive officers as a group. Except as otherwise  indicated,
each person has sole voting and dispositive power with respect to such shares.

   AMOUNT AND
   NAME AND ADDRESS OF                  NATURE OF                 PERCENT OF
   BENEFICIAL OWNER                     BENEFICIAL OWNERSHIP      CLASS

Triarc Consumer Products Group, LLC.....   850,000 shares(1)(2)      99.9%
  280 Park Avenue
  New York, NY 10017
Nelson Peltz ...........................   858,666  shares(2)(3)     99.9%
  280 Park Avenue
  New York, NY 10017
Peter W. May ..........................    854,333  shares(2)(4)     99.9%
  280 Park Avenue
  New York, NY 10017
Michael Weinstein.....................       7,000  shares(5)          *
John L. Barnes, Jr. ..................       2,200  shares(5)          *
Eric D. Kogan.........................       2,200  shares(5)          *
Ernest J. Cavallo.....................       4,250  shares(5)          *
Brian L. Schorr.........................     2,200  shares(5)          *
Directors and Executive Officers as a group
(20 persons)...........................    893,390  shares          99.9%

---------
*  Less than 1%

     (1) TCPG has  pledged  such  shares to  secure  loans  made  under a credit
agreement  to  subsidiaries  of TCPG and the  Company.  See  "Item  13.  Certain
Relationships and Related Transactions - Financing Transactions" below.

     (2) TCPG is a  wholly-owned  subsidiary of Triarc and as such Triarc is the
direct  beneficial owner of 850,000 shares of TBHC Common Stock and each company
has shared voting and investment power over the shares. As the direct beneficial
owners of 34.7% and  33.3%,  respectively,  of  Triarc's  Class A Common  Stock,
Messrs.  Peltz and May may be deemed to share voting and investment power of the
850,000  shares  of TBHC  Common  Stock  owned by TCPG.  Messrs.  Peltz  and May
disclaim beneficial ownership of these shares.

     (3)  Includes  options to purchase  8,666  shares of TBHC Common Stock that
have vested or will vest within 60 days of April 1, 2000.

     (4)  Includes  options to purchase  4,333  shares of TBHC Common Stock that
have vested or will vest within 60 days of April 1, 2000.

     (5)  Represents  options to purchase  shares of TBHC Common Stock that have
vested or will vest within 60 days of April 1, 2000.


     The following table sets forth the beneficial ownership as of April 1, 2000
by each person known by the Company to be the  beneficial  owner of more than 5%
of the  outstanding  shares of Triarc's Class A Common Stock  (constituting  the
only class of voting capital stock of Triarc),  each director of the Company and
nominee  for  director of the Company  who has such  ownership,  each  executive
officer whose name appears in the Summary  Compensation  Table above (the "Named
Officers")  who was an executive  officer of the Company as of April 1, 2000 and
all directors and executive officers as a group.


Except as otherwise indicated, each person has sole voting and dispositive power
with respect to such shares.


   AMOUNT AND
   NAME AND ADDRESS OF                  NATURE OF                 PERCENT OF
   BENEFICIAL OWNER                     BENEFICIAL OWNERSHIP      CLASS

DWG Acquisition Group, L.P. ......      5,982,867  shares(1)       30.0%
  1201 North Market Street
  Wilmington, DE 19801
Nelson Peltz ......................     7,373,567 shares(1)(2)(3)  34.7%
  280 Park Avenue
  New York, NY 10017
Peter W. May ......................     6,931,333  shares(1)(2)    33.3%
  280 Park Avenue
  New York, NY 10017
Neuberger Berman Inc.                   2,014,050  shares (4)      10.1%
Neuberger Berman, LLC
   605 Third Avenue
   New York, NY  10158
William Ehrman ....................     1,883,695  shares(5)       9.5%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
William D. Lautman
   350 Park Avenue
   New York, NY 10022
Michael Weinstein..................       46,633   shares           *
John L. Barnes, Jr. ...............      264,001   shares         1.3%
Eric D. Kogan......................      293,001   shares         1.5%
Ernest J. Cavallo..................       31,999   shares           *
Brian L. Schorr....................      301,991   shares         1.5%
Directors and Executive Officers as
a group (20 persons)...............    9,554,155   shares        40.9%

----------
*  Less than 1%

     (1) The Company is informed that DWG Acquisition has pledged such shares to
a financial  institution on behalf of Messrs. Peltz and May to secure loans made
to them.

     (2) Includes  5,982,867 shares held by DWG Acquisition,  of which Mr. Peltz
and Mr. May are the sole general partners.

     (3) Includes  21,200 shares owned by a family trust of which Mr. Peltz is a
trustee  and 2,600  shares  owned by minor  children  of Mr.  Peltz.  Mr.  Peltz
disclaims beneficial ownership.

     (4) The information set forth herein with respect to Neuberger Berman,  LLC
("Neuberger  LLC") and Neuberger  Berman,  Inc. (the parent  holding  company of
Neuberger LLC,  "Neuberger Inc.") is based solely on information  contained in a
Schedule 13G filed with the  Securities and Exchange  Commission  (the "SEC") on
February  10, 2000  pursuant to the  Exchange  Act.  Neuberger  LLC,  along with
Neuberger  Berman  Management  Inc.  ("Management"),  serve as  sub-adviser  and
investment  manager,  respectively,  of Neuberger  Inc.'s  various mutual funds.
Neuberger LLC and  Management  are deemed to be  beneficial  owners of 2,014,050
shares of Triarc's  Class A Common  Stock.  These  shares are included as shares
over which Neuberger LLC and Management has shared voting and dispositive power.
Neuberger LLC and Management disclaim beneficial  ownership of 103,100 shares of
Triarc's  Class A  Common  Stock  owned  by  employees  in  their  own  personal
securities accounts.

     (5) The  information  set forth  herein  with  respect to  Messrs.  Ehrman,
Greenberg, Ketcher, Gerstl, and Lautman is based solely on information contained
in a Schedule  13G/A filed with the SEC on February  16, 2000 under the Exchange
Act. The shares  reflected  include an aggregate of 1,883,695  shares of Class A
Common Stock that Messrs. Ehrman, Ketcher,  Gerstl, Greenberg and Lautman may be
deemed to  beneficially  own as general  partners of EGS Management,  L.L.C.,  a
Delaware limited  liability  company,  EGS Associates,  L.P., a Delaware limited
partnership,  EGS Partners,  L.L.C., a Delaware limited liability  company,  Bev
Partners, L.P., a Delaware limited partnership,  and Jonas Partners, L.P., a New
York limited partnership. The shares reflected also include (i) 61,300 shares of
Triarc's Class A Common Stock owned directly by Mr. Ehrman; (ii) 7,500 shares of
Triarc's  Class A Common  Stock owned  directly by Mr.  Gerstl;  and (iii) 2,000
shares of Triarc's Class A Common Stock owned directly by Mr. Greenberg.

                               -------------------
     The above beneficial ownership table includes options to purchase shares of
Triarc's  Class A Common  Stock which have vested or will vest within 60 days of
April 1, 2000 by the following persons:

                                                NUMBER OF SHARES
NAME OF BENEFICIAL OWNER                        REPRESENTED BY OPTIONS

Nelson Peltz...................                   1,340,000  shares
Peter W. May...................                     901,666  shares
Michael Weinstein..............                      43,333  shares
Ernest J. Cavallo..............                      31,999  shares
John L. Barnes, Jr. ...........                     260,001  shares
Eric D. Kogan..................                     279,001  shares
Brian L. Schorr................                     295,001  shares
Directors and Executive
Officers as a group (20)persons.                  3,442,498  shares

     The  beneficial  ownership  table  does not  include  3,998,414  shares  of
Triarc's  non-voting  Class B Common Stock owned as of April 1, 2000 by entities
controlled by Victor Posner  (collectively,  the "Posner  Entities").  In August
1999,  Triarc entered into a definitive  agreement  with the Posner  Entities to
acquire  all of  Triarc's  Class  B  Common  Stock.  One-third  of  such  shares
(1,999,208 shares) were acquired by Triarc in August 1999. The agreement further
provides  that  one-half  of the  remaining  shares  of  Class  B  Common  Stock
(1,999,207  shares) will be acquired by Triarc on or before  August 19, 2000 and
the balance of such shares  (1,999,207  shares)  will be  purchased on or before
August 19, 2001.  Each of the purchase  dates is subject to extension in certain
limited  circumstances.  None of the  directors or nominees for directors of the
Company or the Named Officers  beneficially owned any shares of Triarc's Class B
Common Stock as of April 1, 2000.

     Except for the  arrangements  relating to the shares  described in footnote
(1) to each of the beneficial  ownership tables, there are no arrangements known
to the  Company  the  operation  of which may at a  subsequent  date result in a
change in control of the Company.

Item 13.  Certain Relationships and Related Transactions

Tax Sharing Agreement

     The Company and its principal  subsidiaries  are included in a consolidated
federal  income tax return  with Triarc and  combined  state tax returns in some
states.  On February 25, 1999, the Company and its  subsidiaries  entered into a
tax sharing agreement with Triarc and TCPG and its subsidiaries. The tax sharing
agreement was amended as of February 25, 1999, the date of the agreement.  Under
this tax sharing agreement,  as amended, for each year for which TCPG and any of
its subsidiaries are included in the Triarc return,  TCPG will pay, or cause its
subsidiaries,  including the Company and its subsidiaries,  to pay, to Triarc an
amount equal to the federal income tax liability that would have been payable by
TCPG for that year,  determined  generally as if TCPG and its  subsidiaries  had
filed a separate, consolidated federal income tax return for that year on behalf
of  ourselves  and our  subsidiaries.  The payment to Triarc is based on current
income less the following benefits:  (i) losses, credits and overpayments of any
of the  Company's  subsidiaries  carried  over  from 1998 or prior  years;  (ii)
deductions relating to the write-off of call premiums and debt issuance expenses
on  indebtedness  of any of our  subsidiaries  that was  outstanding  before the
effective  date of this tax  sharing  agreement;  (iii)  deductions  relating to
exercise or payment in  cancellation  of stock  options of Triarc;  and (iv) any
losses relating to any investment in Chesapeake  Insurance  Company Limited by a
subsidiary of TCPG.

     Triarc has the right to cause the effective  transfer to it of the value of
any unutilized portion of the above four items, but only to the extent permitted
under the net worth covenant in the credit  agreement to which  subsidiaries  of
the  Company  and TCPG are  parties.  Also,  under this tax  sharing  agreement,
similar arrangements apply in some states where TCPG or its subsidiaries file on
a combined basis with Triarc or any of its other subsidiaries.  However,  TCPG's
liability  will  not be less  than any  increase  in  taxes  resulting  from the
inclusions of TCPG or any of its subsidiaries in the combined return.

Supply Arrangements

     The  Company's  subsidiaries  purchase  some  raw  materials,  flavors  and
packaging from Triarc at Triarc's  purchase cost from  unaffiliated  third-party
suppliers.  The  Company's  subsidiaries  purchased raw  materials,  flavors and
packaging from Triarc in the amount of $139.7 million in 1999.

Management Services Agreement

     Under a management  services agreement with Triarc and Royal Crown Company,
Inc.  ("Royal  Crown"),  a subsidiary of TCPG, the Company and its  subsidiaries
receive from Triarc  management  services,  including  legal,  accounting,  tax,
insurance,  financial and other management services.  The management fee payable
to Triarc under such  agreement is an aggregate of $6.7 million per year,  which
may be increased but not decreased,  based on changes in an appropriate consumer
price index.  The aggregate fee to be paid each year is allocated  among certain
subsidiaries  of the Company and Royal Crown.  The parties to the  agreement are
also required to reimburse  Triarc for costs and expenses  incurred by Triarc in
connection with supply agreements that Triarc has entered into relating to items
used in connection with the business of the Triarc  Beverage Group.  The parties
to the agreement are also  reimburse  Triarc for costs and expenses  incurred by
Triarc  relating to: (i)  insurance  maintained  by Triarc,  including  medical,
general  liability  and  directors and officers  liability  insurance,  (ii) the
management or operation of employee  benefit  plans,  and (iii) the  acquisition
from third  parties of goods and services  and the use of  equipment  purchased,
arranged for or provided by Triarc,  to the extent that any of the above are for
the benefit of, or used by, us or any of our subsidiaries.  In 1999, the Company
and its subsidaries paid  approximately $2.2 million in fees to Triarc under the
management  services  agreement.  In  addition,  in  1999  the  Company  and its
subsidiaries  paid  approximately  $552,000 in fees to Triarc under a management
services agreement that was in effect from January 1, 1999 to February 25, 1999.
Issuance of Preferred Stock

     On May 22, 1997, the Company issued 75,000 shares of redeemable  cumulative
convertible preferred stock to Triarc for $75,000,000. Following a reverse stock
split,  there are  currently 750 shares  issued and  outstanding.  The preferred
stock  bears a  cumulative  annual  dividend of 10% per annum that is payable in
cash or in kind if  declared  by,  and at the  Company's  option.  Each share is
convertible  into one share of the Company's  common stock.  The preferred stock
must be redeemed on May 22, 2009 at $100,000  per share plus  accrued and unpaid
dividends.  No cash  dividends  were paid in 1997,  1998 or 1999,  although  the
Company recorded  cumulative  dividends of $4.6 million in 1997, $8.0 million in
1998 and $8.7 million in 1999. Triarc contributed the preferred stock to TCPG in
connection  with the  February  1999  offering  by TCPG and the  Company of $300
million aggregate principal amount of 10.25% senior subordinated notes due 2009.

Financing Transactions

     On February 25, 1999,  TCPG and the Company issued  $300,000,000  principal
amount of 10.25% 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 (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 a prior 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 Distributors,  Inc. (a
subsidiary of the Company) 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
through TCPG of $87,220,000,  including  dividends of  $82,837,000.  The Company
accrued interest  expense on the $96,300,000 of term loans  transferred to Royal
Crown and interest income on the $92,500,000 of net proceeds of such borrowings.
The   interest   expense  and  interest   income  were  charged  and   credited,
respectively, to Royal Crown.

Other Transactions

     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
commercial  paper  which  matured in 2000.  The income from the  investment  was
credited to Royal Crown.

     Commencing  in  July  1997,  following  the  relocation  of  Royal  Crown's
corporation  headquarters  which were centralized with the Company's  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 1999 Royal Crown 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 $951,000 for 1999.

     On February 25, 1999,  Messrs.  Peltz and May purchased an aggregate  $20.0
million of the Notes and entered into a registration  rights  agreement with the
Company, that provided for customary demand and piggy-back  registration rights.
The Company has been  advised by Messrs.  Peltz and May that they no longer hold
any of these Notes.


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    TRIARC BEVERAGE HOLDINGS CORP.
                                    (Registrant)


                                     By:  BRIAN L. SCHORR
                                        --------------------------------
                                        Brian L. Schorr
                                        Executive Vice President
DATE: May 1, 2000








<PAGE>