UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): February 3, 2006

                             TRIARC COMPANIES, Inc.
             (Exact name of registrant as specified in its charter)

  Delaware                             1-2207                    38-0471180
(State or other jurisdiction    (Commission File Number)        (IRS Employer
 of incorporation)                                           Identification No.)


                         280 Park Avenue
                            New York, NY                         10017
              (Address of principal executive offices)        (Zip Code)


             Registrant's telephone number, including area code: (212) 451-3000

                                 Not Applicable
          (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 (see General Instruction A.2. below):

     |_| 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 3.02.        Unregistered Sales of Equity Securities

     On February 10, 2006, Triarc Companies,  Inc. (the "Company") completed its
previously  reported   repurchases  of  an  aggregate  of  $165,776,000  of  the
$175,000,000  principal  amount of 5%  Convertible  Notes due 2023 (the "Notes")
that  were  issued  by  the  Company  in  May  2003.  In  connection  with  such
repurchases,  the  Company  also paid  accrued and unpaid  interest  through the
applicable date of repurchase and related premiums.  In exchange for such Notes,
the accrued and unpaid  interest  and related  premiums,  the Company  issued an
aggregate of 4,144,400 shares of Class A Common Stock, par value $0.10 per share
("Class A Common Stock"),  and 8,561,093 shares of Class B Common Stock,  Series
1, par value $0.10 per share ("Class B Common  Stock"),  and made aggregate cash
payments to the selling  noteholders of $6,095,984 (the  "Exchanges").  Upon the
satisfaction  of the  conditions set forth in the related  indenture,  the Notes
that were repurchased would have been convertible into 4,144,400 shares of Class
A Common  Stock and  8,288,800  shares  of Class B Common  Stock  (assuming  the
current  conversion rate). The shares of Class A Common Stock and Class B Common
Stock were issued in reliance  upon the  exemption  from  registration  provided
under Section  3(a)(9) of the  Securities  Act of 1933, as amended.  The Company
expects to record a pre-tax charge of approximately  $12.5 million,  including a
non-cash  write-off  of  approximately  $3.85  million of  unamortized  deferred
financing costs, with respect to the Exchanges.

                                   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.


Dated: February 13, 2006

                                                     TRIARC COMPANIES, INC.



                                                    By: /S/STUART I. ROSEN
                                                       ---------------------
                                                       Stuart I. Rosen
                                                       Senior Vice President
                                                       and Secretary