-----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, FDUQ8AuHlCYoMFQv4ryDTw3CmFYOTubQoUEI1x9/SDF0Oq06hMrx4cBtAlhoZCpn 3SVhUfLP5Gfxrn3pk2Uv0w== 0000030697-05-000134.txt : 20050611 0000030697-05-000134.hdr.sgml : 20050611 20050606165923 ACCESSION NUMBER: 0000030697-05-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050606 DATE AS OF CHANGE: 20050606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 05881020 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 8-K 1 try8k.txt 8-K: JUNE 1, 2005 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): June 1, 2005 TRIARC COMPANIES, INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-2207 38-0471180 ----------------- -------------- -------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 280 Park Avenue New York, NY 10017 ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 451-3000 N/A ---------------------------------------------------------------------------- (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 June 1, 2005, the stockholders of Triarc Companies, Inc. ("Triarc") approved an amendment to the Performance Goal Bonus Award portion of Triarc's 1999 Executive Bonus Plan (the "Plan"). The amendment added as an additional performance criterion for determining the performance of Triarc (or its operating units) and upon which Performance Goal Bonus Awards may be based: "consolidated net income, plus (without duplication and only to the extent such amount was deducted in calculating such consolidated net income) interest expense, income taxes, depreciation expense and amortization expense" ("EBITDA"). The amendment also clarifies that Performance Goal Bonus Awards may be based on performance over a period of time that exceeds one "Plan Year" (as defined in the Plan). The additional performance criterion is in accordance with the employment agreement among Deerfield & Company LLC ("Deerfield") and Deerfield Capital Management LLC ("DCM"), a subsidiary of Deerfield, and Gregory Sachs, a director of Triarc and the Chairman and Chief Executive Officer of Deerfield and DCM, which provides, among other things, that subject to shareholder approval of the amendment to the Plan, commencing with the 2005 fiscal year, Mr. Sachs will be entitled to receive an annual "Additional Bonus" equal to 8% of Deerfield's EBITDA in excess of $8.0 million. In addition, pursuant to Mr. Sach's employment agreement, Mr. Sachs is also entitled to receive a bonus in respect of each fiscal year equal to 8% of the first $8.0 million of Deerfield's EBITDA (the "Annual Bonus"). The employment agreement also provides that in no event will the aggregate of the Annual Bonus and Additional Bonus in respect of any fiscal year exceed $5.0 million. A copy of the Amendment is being filed as Exhibit 10.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits (c) Exhibits 10.1 - Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan. 99.1 - Press release of Triarc Companies, Inc. dated June 1, 2005. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. TRIARC COMPANIES, INC. By: /s/STUART I. ROSEN --------------------- Stuart I. Rosen Senior Vice President and Secretary Dated: June 6, 2005 EXHIBIT INDEX Exhibit No. Description ----------- 10.1 Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan. 99.1 Press release of Triarc Companies, Inc. dated June 1, 2005. EX-10 2 exh10-1.txt AMEND TO 1999 EXEC BONUS PLAN Exhibit 10.1 AMENDMENT TO THE TRIARC COMPANIES, INC. 1999 EXECUTIVE BONUS PLAN Triarc Companies, Inc. Executive Bonus Plan is hereby amended, effective as of June 22, 2004, as follows: 1. Section 4(a)(i) is replaced in its entirety to read as follows: (i) Designation. The Committee shall, in its sole discretion, designate for each Plan Year(s) which executive officers and key employees of the Company and its subsidiaries, if any, will be eligible for Performance Goal Bonus Award(s) for such Plan Year(s). The Committee shall designate such individuals prior to the Performance Goals Date with respect to such individual for such Plan Year(s). The Committee may designate at any time Performance Goal Bonus Award(s) for one or more executive officers or key employees in respect of more than one Plan Year, provided that the designation shall be made no later than the Performance Goals Date of the first Plan Year in respect of which the Performance Goal Bonus Award(s) is granted. Each Participant will be notified of the selection as soon after approval as is practicable. 2. Section 4(b)(i)10 is replaced in its entirety and a new Section 4(b)(i)11 is added to read as follows: 10. net investment income; 11. consolidated net income, plus (without duplication and only to the extent such amount was deducted in calculating such consolidated net income) interest expense, income taxes, depreciation expense, and amortization expense. EX-99 3 exh99-1.txt PRESS RELEASE Exhibit 99.1 Triarc Companies, Inc. 280 Park Avenue New York, NY 10017 For Immediate Release CONTACT: Anne A. Tarbell (212) 451-3030 www.triarc.com TRIARC HOLDS 2005 ANNUAL MEETING New York, NY, June 1, 2005 - Triarc Companies, Inc. (NYSE: TRY; TRY.B) announced today that at the Company's annual meeting, stockholders re-elected Triarc's eleven (11) directors, approved an amendment to the performance goal bonus awards portion of the company's 1999 executive bonus plan, which was originally approved by stockholders in September 1999, and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants. The following eleven directors were re-elected: Nelson Peltz, Triarc's chairman and chief executive officer; Peter W. May, Triarc's president and chief operating officer; Hugh L. Carey, former governor of the State of New York and member of Congress, and currently partner of Harris Beach LLP; Clive Chajet, chairman of Chajet Consultancy, L.L.C.; Edward P. Garden, Triarc's vice chairman; Joseph A. Levato, former executive vice president and chief financial officer of Triarc; Gregory H. Sachs, chairman and chief executive officer of Deerfield & Company LLC, David E. Schwab II, senior counsel of Cowan, Liebowitz & Latman, P.C.; Raymond S. Troubh, financial consultant and a director of various public companies; Gerald Tsai, Jr., a private investor; and Jack L. Wasserman, attorney-at-law. Triarc is a holding company and, through its subsidiaries, the franchisor of the Arby's restaurant system and the owner and operator of 233 restaurants located in the United States. Triarc also owns an approximate 64% capital interest in Deerfield & Company LLC, a Chicago-based asset manager offering a diverse range of fixed income strategies to institutional investors. -----END PRIVACY-ENHANCED MESSAGE-----