UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2005
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 20, 2005, the Performance Compensation Subcommittee (the
"Subcommittee") of the Board of Directors of Triarc Companies, Inc. (the
"Company") approved the immediate vesting of unvested and "underwater" options
(the "Options") to purchase 4,465,500 shares of the Company's Class B Common
Stock, Series 1, previously granted to officers and employees under the
Company's 2002 Equity Participation Plan. The closing price of the Company's
Class B Common Stock, Series 1 on December 20, 2005 was $14.85 per share and the
exercise price of each Option is $15.09 per share. Included in the Options that
were vested are Options to purchase 1,800,000 shares held by Nelson Peltz
(Chairman and Chief Executive Officer), 900,000 shares held by Peter W. May
(President and Chief Operating Officer), 600,000 shares held by Edward P. Garden
(Vice Chairman), 225,000 shares held by Brian L. Schorr (Executive Vice
President and General Counsel) and 215,000 shares held by Francis T. McCarron
(Executive Vice President and Chief Financial Officer). Had the vesting of the
Options not been accelerated, the Options would have vested in three equal
installments on February 15, 2006, 2007 and 2008.
In connection with the accelerated vesting, the Subcommittee imposed
restrictions on any shares acquired upon the exercise of accelerated Options.
Those restrictions prevent the sale of any stock obtained through exercise of an
accelerated Option prior to the earlier of the date the Options would have
otherwise vested under the original terms of the Option grant or the
individual's termination of employment.
The accelerated vesting of the Options is intended to eliminate any future
reportable compensation expense relating to the Options upon the adoption of
Statement of Financial Accounting Standards (SFAS) No. 123(R), "Share Based
Payment," effective for the Company's fiscal year beginning January 2, 2006.
Item 7.01 Regulation FD Disclosure
The Company reported in a press release issued today that the Company's
subsidiary, Deerfield & Company LLC, a Chicago-based asset manager, had
approximately $12.1 billion under management as of December 1, 2005.
The information in this Item 7.01 of this Current Report is being
furnished, not filed, pursuant to Regulation FD. The information in this Item
7.01 of this Current Report shall not be incorporated by reference into any
registration statement pursuant to the Securities Act of 1933, as amended. The
furnishing of the information in this Current Report is not intended to, and
does not, constitute a determination or admission that the information in this
Item 7.01 of this Current Report is material, or that investors should consider
this information before making an investment decision with respect to any
security of the Company or any of its subsidiaries.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release of Triarc Companies, Inc. dated December 21, 2005.
SIGNATURE
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.
TRIARC COMPANIES, INC.
By:/s/FRANCIS T. MCCARRON
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Francis T. McCarron
Executive Vice President and
Chief Financial Officer
Dated: December 21, 2005
EXHIBIT INDEX
Exhibit Description
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99.1 Press release of Triarc Companies, Inc. dated December 21, 2005