-----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, K/G1SZ6I8YktaGFVKNX1VVn82xLbH8w726z1T0j3sNh5ef0pm52P/4ZEy1AMppuR rgbPscl3QdWSjFyJJT82Gg== 0000030697-98-000112.txt : 19981021 0000030697-98-000112.hdr.sgml : 19981021 ACCESSION NUMBER: 0000030697-98-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981020 ITEM INFORMATION: FILED AS OF DATE: 19981020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 98727831 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 8-K 1 TRIARC FORM 8-K 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) October 20, 1998 TRIARC COMPANIES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-2207 38-0471180 - --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 280 Park Avenue New York, New York 10017 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 451-3000 --------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On October 12, 1998, the Company reported that the Board of Directors of the Company had formed a Special Committee to evaluate a proposal it had received from Nelson Peltz and Peter W. May, the Chairman and Chief Executive Officer and President and Chief Operating Officer, respectively, of the Company for the acquisition (the "Proposed Acquisition") by an entity to be formed by them of all of the outstanding shares of the Company (other than the 6 million shares owned by an affiliate of Messrs. Peltz and May). A number of purported class action suits have been filed in the Delaware Chancery Court challenging the Proposed Acquisition. Each of the pending suits names the Company as a defendant along with each of the members of the Company's Board of Directors. The complaints allege, among other things, that the proposed acquisition would constitute a breach of the directors' fiduciary duties and that the proposed consideration to be paid for the shares of the Company's common stock is unfair and demand, in addition to damages and costs, that the proposed acquisition be enjoined. The Special Committee has not, to date, responded to the proposal from Messrs. Peltz and May. 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. Date: October 20, 1998 By: BRIAN L. SCHORR ------------------------ Brian L. Schorr Executive Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----