-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLKuLcBBBUv/UTK/ICb7OK6BMRhWJKptAC15/QGdkB54X/xLmQwEn3eR9I6jGHvU Aj/JEp0ao7rMcjUan+YhQQ== 0000892303-99-000048.txt : 19990813 0000892303-99-000048.hdr.sgml : 19990813 ACCESSION NUMBER: 0000892303-99-000048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990812 EFFECTIVENESS DATE: 19990812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRICON GLOBAL RESTAURANTS INC CENTRAL INDEX KEY: 0001041061 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 933951308 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85073 FILM NUMBER: 99686201 BUSINESS ADDRESS: STREET 1: 1441 GARDINER LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 BUSINESS PHONE: 5028748300 MAIL ADDRESS: STREET 1: 1441 GARDINER LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN RESTAURANT CO DATE OF NAME CHANGE: 19970618 S-8 1 ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- TRICON GLOBAL RESTAURANTS, INC. (Exact name of registrant as specified in its charter) North Carolina 13-3951308 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1441 Gardiner Lane Louisville, Kentucky 40213 (Address of Principal Executive Offices, including Zip Code) --------------- TRICON LONG TERM INCENTIVE PLAN (Full title of the plan) --------------- Christian L. Campbell, Esq. Senior Vice President, General Counsel and Secretary Tricon Global Restaurants, Inc. 1441 Gardiner Lane Louisville, Kentucky 40213 (Name and address of agent for service) --------------- (502) 874-8300 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE =========================================================================== Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price per offering registration be registered registered share(1) price(1) fee - --------------------------------------------------------------------------- Common Stock, no par 12,000,000 value .................... shares $37.1875 $446,250,000 $124,058 Preferred Stock Purchase Rights (2) ............... None None None None ===========================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon the average of the high and low prices of the Common Stock as reported on The New York Stock Exchange Composite Tape on August 11, 1999. (2) Any value attributable to the Preferred Stock Purchase Rights is reflected in the value of the Common Stock. Because no separate consideration is paid for the Preferred Stock Purchase Rights, the registration fee for such securities is included in the fee for the Common Stock. =========================================================================== INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE Pursuant to General Instruction E of Form S-8, the contents of the Registrant's previously-filed registration statement on Form S-8 (File No. 333-36895) relating to the Tricon Long Term Incentive Plan are incorporated herein by reference. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on the 12th day of August, 1999. TRICON GLOBAL RESTAURANTS, INC. By: /s/ Christian L. Campbell ---------------------------------- Christian L. Campbell Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- * /s/ Andrall E. Pearson - ------------------------ Chairman of the Board August 12, 1999 Andrall E. Pearson and Chief Executive Officer (Principal Executive Officer) * /s/ David C. Novak - ------------------------ Vice Chairman of the August 12, 1999 David C. Novak Board and President * /s/ Sandra S. Wijnberg - ------------------------- Senior Vice President August 12, 1999 Sandra S. Wijnberg and Treasurer(Principal Financial Officer) * /s/ Robert L. Carleton - ------------------------- Senior Vice President August 12, 1999 Robert L. Carleton and Controller (Principal Accounting Officer) * /s/ D. Ronald Daniel - ------------------------- Director August 12, 1999 D. Ronald Daniel 3 Signature Title Date --------- ----- ---- * /s/ James Dimon - ------------------------- Director August 12, 1999 James Dimon * /s/ Massimo Ferragamo - ------------------------- Director August 12, 1999 Massimo Ferragamo * /s/ Robert Holland, Jr. - ------------------------- Director August 12, 1999 Robert Holland, Jr. * /s/ Sidney Kohl - ------------------------- Director August 12, 1999 Sidney Kohl * /s/ Kenneth G. Langone - ------------------------- Director August 12, 1999 Kenneth G. Langone * /s/ Jackie Trujillo - ------------------------- Director August 12, 1999 Jackie Trujillo * /s/ Robert J. Ulrich - ------------------------- Director August 12, 1999 Robert J. Ulrich * /s/ Jeanette S. Wagner - ------------------------- Director August 12, 1999 Jeanette S. Wagner * /s/ John L. Weinberg - ------------------------- Director August 12, 1999 John L. Weinberg *By: /s/ John P. Daly --------------------- John P. Daly Attorney-in-Fact 4 INDEX TO EXHIBITS Exhibit Number Description of Exhibits - ------- ----------------------- 4.1 -- Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 26, 1998, as amended by Amendment Number 1 thereto on Form 10-K/A filed on March 24, 1999 (File No. 1-13163), filed under the Securities Exchange Act of 1934) 4.2 -- Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 26, 1998, as amended by Amendment Number 1 thereto on Form 10-K/A filed on March 24, 1999 (File No. 1- 13163), filed under the Securities Exchange Act of 1934) 4.3 -- Rights Agreement, dated as of July 21, 1998, between the Registrant and BankBoston, N.A., as Rights Agent (incorporated herein by reference to Exhibit 4.01 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 13, 1998) 5.1 -- Opinion and consent of Christian L. Campbell, Senior Vice President, General Counsel and Secretary of the Registrant 23.1 -- Consent of Christian L. Campbell, Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.1) 23.2 -- Consent of KPMG LLP 24.1 -- Powers of attorney 5 Exhibit 5.1 Tricon Global Restaurants, Inc. 1900 Colonel Sanders Lane Louisville, Kentucky 40232-4550 August 12, 1999 Ladies and Gentlemen: As Senior Vice President, General Counsel and Secretary of Tricon Global Restaurants, Inc. ("Tricon"), I have acted as counsel to Tricon in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed today with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 12,000,000 shares of Tricon Common Stock pursuant to the Tricon Long Term Incentive Plan (the "Plan"). In connection with the opinion set forth below, I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary. Based upon the foregoing, it is my opinion that the shares being registered pursuant to the Registration Statement to which this opinion is an exhibit, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Christian L. Campbell ---------------------------------- Christian L. Campbell Senior Vice President, General Counsel and Secretary Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors Tricon Global Restaurants, Inc.: We consent to the use of our audit reports incorporated herein by reference and to the reference to our firm in the Registration Statement on Form S-8 pertaining to the Tricon Long Term Incentive Plan. KPMG LLP Louisville, Kentucky August 12, 1999 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, on this 2nd day of February, 1999, the undersigned directors and officers of Tricon Global Restaurants, Inc. (the "Company") each constitutes and appoints Christian L. Campbell and John P. Daly, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of the Company relating to the Company's issuance and sale from time to time of up to 12,000,000 shares of its Common Stock, no par value per share, pursuant to the Tricon Long Term Incentive Plan, and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents. /s/ Andrall E. Pearson ----------------------------------- Andrall E. Pearson Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ David C. Novak ----------------------------------- David C. Novak Vice Chairman of the Board and President /s/ Sandra S. Wijnberg ----------------------------------- Sandra S. Wijnberg Senior Vice President and Treasurer (Principal Financial Officer) /s/ Robert L. Carleton ----------------------------------- Robert L. Carleton Senior Vice President and Controller (Principal Accounting Officer) /s/ D. Ronald Daniel ----------------------------------- D. Ronald Daniel /s/ James Dimon ----------------------------------- James Dimon /s/ Massimo Ferragamo ----------------------------------- Massimo Ferragamo /s/ Robert Holland, Jr. ----------------------------------- Robert Holland, Jr. /s/ Sidney Kohl ----------------------------------- Sidney Kohl /s/ Kenneth G. Langone ----------------------------------- Kenneth G. Langone /s/ Jackie Trujillo ----------------------------------- Jackie Trujillo /s/ Robert J. Ulrich ----------------------------------- Robert J. Ulrich /s/ Jeanette S. Wagner ----------------------------------- Jeanette S. Wagner /s/ John L. Weinberg ----------------------------------- John L. Weinberg -----END PRIVACY-ENHANCED MESSAGE-----