<PAGE>

                               FORM 10-Q
                    SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

(Mark One)

X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended     September 30, 1997
                                 ---------------------
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             0-14784
                        ------------------------

                    CABLE CAR BEVERAGE CORPORATION
        -----------------------------------------------------
        (Exact name of Registrant as specified in its charter)

         DELAWARE                                 52-0880815
   ---------------------------                 ------------------
  (State or other jurisdiction                 (I.R.S. Employer
      of incorporation)                       Identification No.)

           717 17th Street, Suite 1475, Denver, CO  80202-3314
           ---------------------------------------------------
                 (Address of principal executive offices)

                             (303) 298-9038
           --------------------------------------------------
          (Registrant's telephone number, including area code)


            ---------------------------------------------------
            (Former name, former address and former fiscal year,
                       if changed since last report.)

     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


The Registrant had 9,098,324 shares of its $.01 par value common stock 
outstanding as of November 10, 1997.

<PAGE>
                                                              Form 10-Q
                                                            3rd Quarter


                                  INDEX
                                  -----

                                                                     PAGE
                                                                     ----
PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:
        ----------------------------------

        Consolidated balance sheet at September 30, 1997 
        (Unaudited) and at December 31, 1996                           3

        Consolidated statement of operations for the three-month 
        and nine-month periods ended September 30, 1997 and 
        September 30, 1996 (Unaudited)                                 4

        Consolidated statement of cash flows for the nine-month 
        periods ended September 30, 1997 and September 30, 
        1996 (Unaudited)                                               5

        Consolidated statement of changes in stockholders' 
        equity (Unaudited)                                             6

        Notes to unaudited consolidated financial statements for
        the nine-month period ended September 30, 1997                 7

Item 2. Management's Discussion and Analysis of
        ---------------------------------------
        Financial Condition and Results of Operations                  8
        ---------------------------------------------


PART II - OTHER INFORMATION                                          11


<PAGE>
PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

             CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                  SEPTEMBER 30,  DECEMBER 31,
                                                      1997          1996
                                                  -------------  ------------
<S>                                               <C>           <C>
ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents                        $  1,351,698  $  1,408,729
  Short-term investments                                              195,042
  Accounts receivable, net of allowance for 
   doubtful accounts of $160,461 and $100,743, 
   respectively                                       2,477,909     1,336,094
  Inventories, net                                    3,326,902     2,430,896
  Prepaid expenses and other current assets             101,503        23,582
  Deferred income tax assets                            582,497       394,029
                                                    -----------    ----------
Total Current Assets                                  7,840,509     5,788,372

PROPERTY AND EQUIPMENT, NET
  Property and equipment less accumulated 
   depreciation of $187,173 and $144,441, 
   respectively                                         129,516       130,778

OTHER ASSETS:

  Goodwill and other intangibles, less accumulated
    amortization of $446,145 and $387,168, 
    respectively                                      1,497,971       591,265
  Investment in AMCON Distributing Co.                   99,185        99,185
  Other assets                                           52,265        58,603
  Deferred income tax assets                            370,022       473,579
                                                   ------------  ------------
                                                   $  9,989,468  $  7,141,782 
                                                   ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable and accrued liabilities         $    331,281  $    231,408
  Accrued income taxes                                   53,024       146,140
  Other current liabilities                           1,571,379       782,188
  Current portion of long-term debt                     250,000
                                                   ------------  ------------
Total Current Liabilities                             2,205,684     1,159,736
                                                   ------------  ------------
LONG-TERM DEBT                                          150,000
                                                   ------------  ------------

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value; 25,000,000 
   shares authorized; 9,174,681 shares issued 
   at September 30, 1997 and 8,981,681 issued 
   at December 31, 1996                                 91,747         89,817
  Additional paid-in capital                        10,262,812      9,822,137
  Accumulated deficit                               (2,692,140)    (3,901,273)
  Less - 76,357 common shares in treasury              (28,635)       (28,635)
                                                    -----------    -----------
                                                     7,633,784      5,982,046
                                                  -------------  -------------
                                                  $  9,989,468   $  7,141,782
</TABLE>
          SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 -3-
<PAGE>
              CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION> 
                             THREE-MONTHS                 NINE-MONTHS
                          ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
                          1997           1996         1997           1996
                        --------       --------      -------       --------
<S>                   <C>           <C>            <C>           <C>
REVENUES
  Sales                $ 7,762,071   $ 5,664,924    $20,508,767   $14,597,468

COST AND EXPENSES:
  Cost of goods sold     5,544,692     4,085,908     14,668,250    10,549,749
  General and 
    administrative         388,510       306,217      1,328,883       821,346
  Selling and 
    distribution           864,659       503,836      2,250,434     1,469,167
  Depreciation and
    amortization            44,580        21,785        101,709        63,869
                         ---------     ---------     ----------    ----------
                         6,842,441     4,917,746     18,349,276    12,904,131
                         ---------     ---------     ----------    ----------
INCOME FROM OPERATIONS     919,630       747,178      2,159,491     1,693,337

OTHER INCOME AND 
(EXPENSES):
  Interest income and 
    other non-operating 
    income                  21,091        11,626         52,435        31,519
  Interest expense                           (42)                        (270)

INCOME BEFORE INCOME 
TAXES                      940,721       758,762      2,211,926     1,724,586

PROVISION FOR INCOME 
TAXES                      424,586       313,647      1,002,793       676,064
                           -------       -------     ----------    ----------
NET INCOME               $ 516,135     $ 445,115     $1,209,133    $1,048,522
                         =========     =========     ==========    ==========
NET INCOME PER 
COMMON SHARE             $     .05     $     .05     $      .13    $      .12
                         =========     =========     ==========    ==========
WEIGHTED AVERAGE 
COMMON AND COMMON 
EQUIVALENT SHARES        9,921,964     9,268,101      9,665,592     9,066,057
                         =========     =========     ==========     =========
</TABLE>
           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 -4-
<PAGE>
             CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
              UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                      NINE-MONTHS ENDED
                                                         SEPTEMBER 30,
                                                    1997              1996
                                                 ----------        ----------
<S>                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                       $ 1,209,133      $ 1,048,522
Adjustment to reconcile net income to net cash 
  from operating activities:
    Other loss/(gain)                                                   1,973
    Depreciation and amortization                    101,709           63,869
    Provision for loss on accounts receivable         59,718           43,292
    Change in assets and liabilities:
     Accounts receivable                          (1,293,821)        (865,841)
     Inventories                                    (896,006)        (691,184)
     Prepaid expenses and other current assets       (77,921)          (7,828)
     Other assets                                      6,338          (69,882)
     Deferred income tax assets                      (84,911)         (16,942)
     Accounts payable and accrued liabilities         99,873          475,461
     Accrued income taxes                            (93,116)         229,088
     Other current liabilities                       789,191          429,593
                                                    ---------         -------
NET CASH FROM (USED IN) OPERATING ACTIVITIES        (179,813)         640,121
                                                    ---------         -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from short-term investments             195,042
    Cash paid to reacquire certain distribution 
      rights                                         (30,790)
    Property and equipment acquisitions              (41,470)         (52,493)
                                                     --------         --------
NET CASH FROM (USED IN) INVESTING ACTIVITIES         122,782          (52,493)
                                                     -------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on debt                                         (5,585)
    Proceeds from issuance of stock                                   134,998
                                                     -------          --------
NET CASH FROM FINANCING ACTIVITIES                                    129,413
                                                     -------          --------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                        (57,031)         717,041

CASH AND CASH EQUIVALENTS AT BEGINNING OF
  PERIOD                                           1,408,729          576,191
                                                 -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD       $ 1,351,698      $ 1,293,232
                                                 ===========      ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
  FINANCING AND INVESTING ACTIVITIES
   Issuance of stock to reacquire certain 
     distribution rights                         $    76,980

    Forgiveness of accounts receivable to 
     reacquire certain distribution rights            92,288

    Consideration for amendments made to 
     licensing agreement with Stewart's 
     Restaurants:
        Common Stock                                 365,625
        Note Payable                                 400,000
</TABLE>
        SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                -5-
<PAGE>
           CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED STATEMENT OF CHANGES 
                       IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                 COMMON STOCK        ADDITIONAL     ACCUMU     TREASURY STOCK
                                      PAID-IN       -LATED
               SHARES      AMOUNT     CAPITAL      DEFICIT   SHARES     AMOUNT
              --------    -------    ---------    --------  --------   -------
<S>          <C>         <C>      <C>          <C>          <C>     <C>
Balance, 
 December 31, 
 1996         8,981,681   $89,817  $9,822,137  $(3,901,273)  76,357  $(28,635)
Stock issued 
 to reacquire
 certain 
 distribution 
 rights          43,000       430      76,550

Stock issued 
in 
consideration 
for amendments 
made to licen-
sing agreement 
with Stewart's
Restaurants     150,000     1,500     364,125

Net Income                                       1,209,133
              ---------   ------- -----------  ------------  ------  ---------
Balance 
 September 30, 
 1997         9,174,681   $91,747 $10,262,812  $(2,692,140)  76,357  $(28,635)
              =========   ======= ===========  ============  ======  =========





</TABLE>








           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                -6-
<PAGE>
           CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Financial Statements Presentation:
-------------------------------------------
The consolidated interim financial statements of Cable Car Beverage 
Corporation (the "Company") at September 30, 1997, and for the nine-month 
and three-month periods ended September 30, 1997, and September 30, 1996 
are unaudited.  In the opinion of management, all adjustments (consisting of 
only normal recurring adjustments) necessary to present fairly the
consolidated financial position, results of operations and cash flows for 
all periods presented have been made.

The Company's consolidated interim financial statements include the accounts 
of its wholly-owned subsidiaries, Old San Francisco Seltzer, Inc. and 
Fountain Classics, Inc.

Certain information and substantially all footnote disclosures normally 
included in financial statements prepared in accordance with generally 
accepted accounting principles have been omitted.  It is suggested that 
these financial statements be read in conjunction with the fiscal year ended 
Company's consolidated financial statements, filed in Form 10-K for December 
31, 1996.  The results of operations for the period ended September 30, 1997 
are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been reflected in the prior period financial 
statements to conform to the current year presentations.

Note 2 - Net Income Per Common Share:
-------------------------------------
Net income per common share was computed under the treasury stock method 
using the weighted average number of common shares and dilutive common 
stock equivalent shares outstanding during the period.  In February 1997, 
the FASB issued SFAS No. 128, "Earnings per Share," which is effective for 
periods ending after December 15, 1997 and requires changes in the 
computation, presentation and disclosure of earnings per share.  Earnings 
per share for all prior periods must be restated to conform with computation 
provisions of SFAS No. 128. The adoption of SFAS No. 128 for the year ended 
December 31, 1997 will not have any impact on the Company's reported 
financial results.









                                 -7-
<PAGE>
Note 3 - Inventories:
---------------------
Inventories consisted of:
                                         September 30,       December 31, 
                                             1997                1996
                                         -------------       -------------
           Finished Goods                $   1,871,220       $   1,330,990
           Raw Materials                     1,455,682           1,099,906
                                         -------------       -------------
                                         $   3,326,902       $   2,430,896
                                         =============       =============

Note 4 - Merger with Triarc Companies, Inc.
-------------------------------------------

On June 24, 1997 the Company entered into a definitive agreement (the "Merger 
agreement") with Triarc Companies, Inc. ("Triarc") whereby the Company will 
become a wholly-owned subsidairy of Triarc.  The acquisition is currently
expected to close by the end of November 1997 and is subject to approval
of the Company's shareholders who are scheduled to vote on a proposal to
approve the Merger Agreement on November 25, 1997.
Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Certain statements in the following discussions regarding the Company's 
future products and business plans, financial results, performance and 
events are forward-looking statements and are based on current expectations.
Actual results may differ materially due to a number of risks and 
uncertainties.

Current Developments
--------------------
On October 21, the Company announced that a record date of October 23, 1997 
has been set for the Special Meeting of Stockholders of the Company to 
consider and vote upon the approval of the Agreement and Plan of Merger 
among the Company, Triarc Companies, Inc. and CCB Merger Corporation. The 
Special Meeting is scheduled to be held in Denver, Colorado on November 25, 
1997 (see Part II, Item 5, below).

During the third quarter, the Company recorded the issuance of 150,000 
shares of the Company's common stock and $400,000 in a note payable to 
Stewart's Restaurants, Inc. in consideration for amendments made to its 
licensing agreements with Stewart's Restaurants, Inc. (see Part II, Item
5, below).

Results of Operations
---------------------
Comparison of the nine-month periods ended September 30, 1997 and September 
30, 1996
---------------------------------------------------------------------------

Revenue for the nine-months ended September 30, 1997 was $20,508,767 versus 
revenue of $14,597,468 for the nine-months ended September 30, 1996.  This 
increase of $5,911,299, or 40%, was primarily due to increased sales of 
Stewart's brand products.

Cost of goods sold increased by $4,118,501 for the comparative nine-months 
ended September 30, 1997 and September 30, 1996.  As a percentage of sales, 
cost of goods sold decreased to 71.5% for the nine-months ended September 30,

                                 -8-
<PAGE>

1997 from 72.3% for the nine-months ended September 30, 1996.  The improved 
gross margin was primarily due to favorable sweetener costs compared with 
the nine-months ended September 30, 1996.

General and administrative expenses increased by $507,537 for the nine-months
ended September 30, 1997 compared to the nine-months ended September 30, 
1996. General and administrative costs also increased as a percentage of 
sales to 6.5% from 5.6% for the nine-months ended September 30, 1997 and 
1996, respectively.  This increase is primarily the result of  $377,674 of 
expenses related to the proposed merger with Triarc Companies, Inc. (see Part
II, Item 5, below).  These expenses are non-recurring and are not related to 
ongoing operations of the Company.  Excluding these merger related expenses, 
general and administrative expenses would have been $951,209 or 4.6% of 
sales.

Selling and distribution expenses increased $781,267 for the comparative 
nine-months ended September 30, 1997 from September 30, 1996, primarily due 
to increased promotional spending on the Stewart's brand products.  As a 
percentage of sales, selling expenses increased for the period to 11% from 
10.1% which is primarily the result of these increased promotional
expenses.

Pre-tax income rose $487,340, or 28.3%, to $2,211,926 for the nine-months 
ended September 30, 97 from $1,724,586 for the nine-months ended September 
30, 1996. Net income rose $160,611, or 15.3%, to $1,209,133 from $1,048,522 
for the comparative periods ending September 30, 1997 and 1996, respectively.
Excluding merger related costs, pre-tax income would have risen 50% to 
$2,589,600 and net income would have increased 51% to $1,586,807 for the 
nine-month period compared to the prior year period.

Comparison of the three-month periods ended September 30, 1997 and September 
30, 1996
----------------------------------------------------------------------------

Revenue for the three-months ended September 30, 1997 was $7,762,071 versus 
revenue of $5,664,924 for the three-months ended September 30, 1996.  This 
increase of $2,097,147, or 37%, was primarily due to increased sales of 
Stewart's brand products.

Cost of goods sold increased by $1,458,784 for the comparative three-months 
ended September 30, 1997 and September 30, 1996.  As a percentage of sales, 
cost of goods sold decreased to 71.4% for the three-months ended September 
30, 1997 from 72.1% for the three-months ended September 30, 1996.  The 
improved gross margin was primarily due to favorable sweetener costs
compared with the three-months ended September 30, 1996.

General and administrative expenses increased by $82,293 for the three-months
ended September 30, 1997 compared to the three-months ended September 30, 
1996.  General and administrative costs also decreased as a percentage of 
sales to 5% from 5.4% for the three-months ended September 30, 1997 and 1996,
respectively.  $64,858 of expenses related to the proposed merger with 
Triarc Companies, Inc. (see Part II, Item 5, below) were recorded during the 
third quarter 1997.  These expenses are non-recurring and are not related to 
ongoing operations of the Company.  Excluding these merger related expenses, 
general and administrative expenses would have been $323,652 or 4.2% of sales.

                                 -9-
<PAGE>

Selling and distribution expenses increased $360,823 for the comparative 
three-months ended September 30, 1997 from September 30, 1996 and also 
increased as a percentage of sales from 8.9% to 11.1% for the comparative 
three-month periods.  This increase is primarily the result of higher 
Stewart's promotional spending.

Pre-tax income rose $181,959, or 24%, to $940,721 for the three-months ended 
September 30, 1997 from $758,762 for the three-months ended September 30, 
1996. Net income increased $71,020, or 16%, to $516,135 from $445,115 for 
the comparative three-month periods ended September 30, 1997 and 1996, 
respectively.  Excluding merger related costs, pre-tax income would have 
risen 33% to $1,005,579 and net income would have increased 31% to $580,993 
for the three-month period compared to the prior year period.

Because the Triarc merger related expenses are not deductible for tax 
purposes, the Company's annual effective tax rate for 1997 is expected to 
be 45% and this effective tax rate is reflected in the provision for the 
three-months and nine-months ended September 30, 1997.

Liquidity and Capital Resources
-------------------------------
The Company's current ratio at September 30, 1997 was 3.6 as compared to 5.0 
at December 31, 1996.  Working capital at September 30, 1997 was $5,634,825 
as compared to $4,628,636 at December 31, 1996.  For the nine-months ended 
September 30, 1997, cash decreased by $57,031.  The principal use of cash 
during this period was for operating activities.  Inventories and accounts 
receivable increased significantly as a result of increased sales.  Net 
income adjusted for depreciation, amortization and other provisions 
generated $1,370,560 in cash.  Accounts receivable and inventories increased 
by a total of $2,189,827, and accounts payable and other current liabilities 
increased $889,064.  Investing activities provided cash of $122,782,
primarily from proceeds from the sale of short-term investments.

The Company intends to utilize cash from operations to meet its ongoing 
obligations.  The Company also maintains a bank line of credit in the amount 
of $500,000 which it may utilize from time to time to meet seasonal cash 
needs.  Management does not expect liquidity problems for the next twelve 
months assuming the Company can maintain or exceed its current sales
volume, and expenses as a percentage of sales remain relatively constant.

Forward-Looking Statements
--------------------------
Certain statements in this Quarterly Report on Form 10-Q that are not 
historical facts constitute "forward-looking statements" within the meaning
of the Private securities Litigation Reform Act of 1995.  Such forward-looking
statements involve risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company and its 
subsidairies to be materially different from any future results, performance
or achievements express or implied by such forward-looking statements.
Such factors include, but are not limited to general economic and business 
conditions;  the costs of raw materials, the ability of the Company to 
maintain margins; continued or new relationships with distributors and brand 

                                  -10-
<PAGE>

support, changes in consumer preferences; government regulations and other 
factors.  The Company undertakes no obligation to revise any forward-looking 
statements in order to reflect events or circumstances that may arise after 
the date of this report.


PART II - OTHER INFORMATION


Item 5.  Other Information

Merger Agreement - Triarc Companies, Inc.
-----------------------------------------
On June 24, 1997 the Company entered into a definitive agreement with Triarc 
Companies, Inc. ("Triarc") (NYSE:TRY) whereby the Company agreed to be 
merged with a wholly-owned subsidiary of Triarc (the "Merger Agreement").  
Approval of the Merger Agreement and the proposed merger (the "Merger") 
requires the affirmative vote of a majority of the outstanding
shares of the Company's common stock.  

Pursuant to the proposed Merger, each share of the Company's Common Stock 
issued and outstanding immediately prior to the effective time of the Merger 
(other than treasury shares and shares held by Triarc and its subsidiaries 
and subsidiaries of the Company, all of which will be canceled, and shares 
with respect to which the holder has exercised appraisal rights under
Delaware law) will be converted into the right to receive 0.1722 of a share 
(the "Conversion Price") of Class A common stock, par value $.10 per share, 
of Triarc (the "Triarc Common Stock"), subject to the adjustment described 
below, and any cash to be paid in lieu of fractional shares of Triarc Common 
Stock.  The Conversion Price is subject to adjustment as follows: (i) if
the Average Triarc Share Price (based on the average closing price for 15 
consecutive trading days immediately preceding closing) is less than $18.875,
then the Conversion Price shall be adjusted to equal the quotient obtained by
dividing $3.25 by such Average Triarc Share Price, and (ii) if the Average 
Triarc Share Price is greater than $24.50, then the Conversion Price shall
be adjusted to equal the quotient obtained by dividing $4.22 by such Average 
Triarc Share Price.

Triarc is a holding company which, through its subsidiaries, is engaged in 
the following businesses: beverages, restaurants, dyes and specialty 
chemicals and liquefied petroleum gas.  The beverage operations are 
conducted by the Triarc Beverage  Group through Royal Crown Company, Inc., 
Mistic Brands, Inc. and, since its acquisition on May 22, 1997, Snapple 
Beverage Corp.  The restaurant operations are conducted by the Triarc 
Restaurant Group through Arby's, Inc.  The dyes and specialty chemical 
operations are conducted through C.H. Patrick & Co., Inc., and the liquefied 
petroleum gas operations are conducted through National Propane Corporation,
the managing general partner of National Propane Partners, L.P., and its 
operating subsidiary partnership, National Propane, L.P.

                                  -11-
<PAGE>

On October 24, 1997, the Company's Proxy Statement and Triarc's Prospectus 
was sent to the Company's stockholders of  record noticing a special meeting 
of stockholders on November 25, 1997 to vote upon the approval of the 
Agreement and Plan of Merger.

Stockholders Agreement
----------------------
As a condition to its entering into the Merger Agreement, Triarc required 
Samuel M. Simpson, the President and Chief Executive Officer of the Company, 
Susan L. Neff, Mr. Simpson's wife, William H. Rutter, a director of the 
Company, and Susan L. Fralick, Mr. Rutter's wife (collectively, the 
"Subject Stockholders"), to enter into a Stockholders Agreement, as 
amended (the "Stockholders Agreement").  The Subject Stockholders own an 
aggregate of 1,766,409 shares of the Company's Common Stock, or approximately
19.7% of the shares of the Company's Common Stock, which are subject to the 
terms of the Stockholders Agreement (such amount does not include 12,200 
shares owned by them but not subject to the Stockholders Agreement). 
Each Subject Stockholder has agreed that at any meeting of the holders of 
the Company's Common Stock, he or she will, until the effective time or the 
termination of the Merger Agreement, vote or cause to be voted such Cable 
Car Common Stock and any of the Company's Common Stock acquired by them 
after the date of the Stockholders Agreement in favor of approval of the 
Merger Agreement and the merger and against certain other actions.  Moreover,
each Subject Stockholder has also granted Triarc an irrevocable proxy to 
vote his or her shares of stock as specified above in the event that such 
Subject Stockholder fails to so vote his or her stock in the agreed upon 
manner.

In addition, pursuant to the Stockholders Agreement, each Subject Stockholder
has granted to Triarc an exclusive and irrevocable option to purchase his or 
her stock in whole but not in part under certain circumstances at a price per
share in cash equal to the product obtained by multiplying 0.1722 (the 
"Option Conversion Price") times the average (without rounding) of the
closing prices per share of Triarc Common Stock on the NYSE on the NYSE 
Composite Tape for the 15 consecutive NYSE trading days ending on the NYSE 
trading day immediately preceding the date of the closing of the exercise of 
the option (the "Option Average Share Price"), subject to the following 
adjustment: if the Option Average Share Price is less than $18.875, then the 
Option Conversion Price will be adjusted to equal the quotient obtained by
dividing $3.25 by the Option Average Share Price, and if the Option Average 
Share Price is greater than $24.50, then the Option Conversion Price will be 
adjusted to equal the quotient obtained by dividing $4.22 by the Option 
Average Share Price.

Agreements with Stewart's
-------------------------
On June 24, 1997 and further amended on August 11, 1997, the Company entered 
into agreements with Stewart's Restaurants, Inc. ("Stewart's Restaurants") 
amending and modifying its licensing agreements with Stewart's Restaurants 
(the "Stewart's Master Agreement" and the "Stewart's Fountain Agreement").
Among other things, these amendments (i) gave the Company ownership of the 
formulas for and manufacturing rights to concentrates used to make Stewart's 
soft drinks; (ii) provide that the Company is permitted to use the Stewart's 
trademark on any other product of any type; and (iii) granted to the Company 
the perpetual exclusive worldwide license to manufacture, distribute and 
sell post-mix syrups and premixes for Stewart's beverages (fountain-type


                                -12-
<PAGE>

beverages) thoughout the world, subject to certain rights retained by 
Stewart's Restaurants.  As consideration for these amendments, the Company 
agreed to issue to Stewart's Restaurants an aggregate of 150,000 shares of 
the Company's Common Stock and to pay Stewart's Restaurants $400,000 in cash,
of which $250,000 is payable on March 31, 1998 and $150,000 is payable on 
March 31, 1999.



























                                 -13-
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

 (a)    Exhibits

    (2)-1    Agreement and Plan of Merger - Triarc Companies, Inc.***
    3 (i)    Certificate of Incorporation*
    3 (ii)   Certificate of Amendment (Changing Name)**
    3 (iii)  By-Laws*
    (10)-V   Agreement - Stewart's Restaurants, Inc.***
    (10)-W   Agreement - Stewart's Restaurants, Inc.***
    (10)-X   Stockholders Agreement - Samuel M. Simpson and William H. 
             Rutter***

*     Incorporated by reference to Form 10-K dated 10/09/87
**    Incorporated by reference to Form S-1 filed 09/25/89 (SEC #33-30480)
***   Incorporated by reference to Form 8-K filed July 2, 1997 (SEC #0-14784)



 (b)     Reports on Form 8-K

    The Registrant filed a Report on Form 8-K on July 2, 1997 relating to the
    proposed merger with Triarc, the Stockholders' Agreement with Triarc and 
    the agreements with Stewart's Restaurants, Inc. 

    The Registrant filed a Report on Form 8-K on August 21, 1997 relating to 
    amendments to agreements with Stewart's Restaurants, Inc.









          






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<PAGE>
                              SIGNATURES

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


(Registrant)                        CABLE CAR BEVERAGE CORPORATION

BY)Signature)                       /s/Samuel M. Simpson
(Date)                              November 10, 1997
(Name and Title)                    Samuel M. Simpson
                                    President

BY(Signature)                       /s/Myron D. Stadler
(Name and Title)                    Myron D. Stadler
                                    Chief Accounting Officer



















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