-----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, WQy8H67JxmqrUY6XGzYrKey6zneRbC9NvgT9OXDcg89HKJufcD/CIUMMZ9lvveUm MrPdGpseZsH6mLoM/B5ePQ== 0000030697-06-000241.txt : 20061219 0000030697-06-000241.hdr.sgml : 20061219 20061219164829 ACCESSION NUMBER: 0000030697-06-000241 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061215 FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAY PETER W CENTRAL INDEX KEY: 0000928264 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 061287020 BUSINESS ADDRESS: BUSINESS PHONE: 212 451 3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 may287.xml X0202 4 2006-12-15 0 0000030697 TRIARC COMPANIES INC TRY;TRY.B 0000928264 MAY PETER W TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK NY 10017 1 1 1 0 President and COO Class A Common Stock 2006-12-15 4 M 0 322815 A 3646075 D Class A Common Stock 2006-12-15 4 M 0 47518 A 3693593 D Class B Common Stock, Series 1 2006-12-15 4 M 0 900000 A 4873953 D Class B Common Stock, Series 1 2006-12-15 4 M 0 645630 A 5519583 D Class B Common Stock, Series 1 2006-12-15 4 M 0 95036 A 5614619 D Class A Common Stock 2006-12-15 4 M 0 125000 A 3818593 D Class A Common Stock 2006-12-15 4 M 0 100000 A 3918593 D Class A Common Stock 2006-12-15 4 M 0 150000 A 4068593 D Class A Common Stock 2006-12-15 4 M 0 125000 A 4193593 D Class A Common Stock 2006-12-15 4 M 0 175000 A 4368593 D Class A Common Stock 2006-12-15 4 F 0 794757 21.14 D 3604648 D Class B Common Stock, Series 1 2006-12-15 4 M 0 250000 A 5864619 D Class B Common Stock, Series 1 2006-12-15 4 M 0 200000 A 6064619 D Class B Common Stock, Series 1 2006-12-15 4 M 0 61624 A 6126243 D Class B Common Stock, Series 1 2006-12-15 4 M 0 300000 A 6426243 D Class B Common Stock, Series 1 2006-12-15 4 M 0 250000 A 6676243 D Class B Common Stock, Series 1 2006-12-15 4 M 0 350000 A 7026243 D Class B Common Stock, Series 1 2006-12-15 4 F 0 2361063 19.50 D 4665180 D Class A Common Stock 2006-12-15 4 M 0 30812 A 4399405 D Employee Stock Option (right to buy) 12.54 2006-12-15 4 M 0 125000 0 D 2007-03-20 Class A Common Stock 125000 0 D Employee Stock Option (right to buy) 23.31 2006-12-15 4 M 0 100000 0 D 2007-12-12 Class A Common Stock 100000 0 D Employee Stock Option (right to buy) 16.78 2006-12-15 4 M 0 322815 0 D 2005-12-29 2009-01-01 Class A Common Stock 322815 0 D Employee Stock Option (right to buy) 14.94 2006-12-15 4 M 0 645630 0 D 2005-12-29 2009-01-01 Class B Common Stock, Series 1 645630 0 D Employee Stock Option (right to buy) 17.75 2006-12-15 4 M 0 30812 0 D 2009-12-22 Class A Common Stock 30812 0 D Employee Stock Option (right to buy) 16.78 2006-12-15 4 M 0 47518 0 D 2005-12-29 2009-12-22 Class A Common Stock 47518 0 D Employee Stock Option (right to buy) 14.94 2006-12-15 4 M 0 95036 0 D 2005-12-29 2009-12-22 Class B Common Stock, Series 1 95036 0 D Employee Stock Option (right to buy) 25.44 2006-12-15 4 M 0 150000 0 D 2010-12-14 Class A Common Stock 150000 0 D Employee Stock Option (right to buy) 24.60 2006-12-15 4 M 0 125000 0 D 2011-12-06 Class A Common Stock 125000 0 D Employee Stock Option (right to buy) 26.93 2006-12-15 4 M 0 175000 0 D 2012-12-18 Class A Common Stock 175000 0 D Employee Stock Option (right to buy) 15.09 2006-12-15 4 M 0 900000 0 D 2015-02-15 Class B Common Stock, Series 1 900000 0 D As a result of the special extraordinary cash dividends paid in 2006, on December 14, 2006, the Compensation Committee and the Performance Compensation Committee of the Board of Directors of Triarc determined to reduce the exercise price of each stock option that was granted after August 21, 2003 by $0.15 for each option outstanding at the opening of the market on each of February 15, 2006, June 29, 2006 and December 1, 2006, aggregating $0.45 per share. Accordingly, the reported exercise price of this stock option was reduced by $.45 per share. As a result of the special extraordinary cash dividends paid in 2006, on December 14, 2006, the Compensation Committee and the Performance Compensation Committee of the Board of Directors of Triarc determined to reduce the exercise price of each stock option that was granted prior to August 21, 2003 by $0.45 for each option outstanding at the opening of the market on each of February 15, 2006, June 29, 2006 and December 1, 2006, aggregating $1.35 per share. Accordingly, the reported exercise price of this stock option was reduced by $1.35 per share. This employee stock option was previously reported as an option for 125,000 shares of Class A Common Stock at an exercise price of $12.54 per share, but was adjusted to reflect the stock dividend referred to in note (4) below. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. On August 11, 2003, Triarc declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 and 1998 Equity Participation Plans was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1. This employee stock option was previously reported as an option for 100,000 shares of Class A Common Stock at an exercise price of $23.3125 per share, but was adjusted to reflect the stock dividend referred to in note (4) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. This employee stock option was previously reported as an option for 150,000 shares of Class A Common Stock at an exercise price of $25.4375 per share, but was adjusted to reflect the stock dividend referred to in note (4) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. This employee stock option was previously reported as an option for 125,000 shares of Class A Common Stock at an exercise price of $24.60 per share, but was adjusted to reflect the stock dividend referred to in note (4) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. This employee stock option was previously reported as an option for 175,000 shares of Class A Common Stock at an exercise price of $26.93 per share, but was adjusted to reflect the stock dividend referred to in note (4) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. This employee stock option was previously reported as an option for 100,000 shares of Class A Common Stock at an exercise price of $17.75 per share, but was adjusted to reflect the stock dividend referred to in note (4) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. 794,757 shares of Class A Common Stock and 2,361,063 shares of Class B Common Stock Series 1, were withheld from the shares issued upon exercise of the stock options reported herein at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 15, 2006, to satisfy the exercise prices and tax withholding obligations in connection with such stock option exercises. With tandem tax withholding rights. The option vested in three equal installments on March 20, 1998, 1999 and 2000. The option vested in three equal installments on December 12, 1998, 1999 and 2000. The option vested in three equal installments on December 22, 2000, 2001 and 2002. The option vested in three equal installments on December 14, 2001, 2002 and 2003. The option vested in three equal installments on December 6, 2002, 2003 and 2004 The option vested in three equal installments on December 18, 2003 , 2004 and 2005. The option vested in full on December 21, 2005. /s/ May, Peter W. 2006-12-19 -----END PRIVACY-ENHANCED MESSAGE-----