-----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, DmeQXbBohrX5BXcmOaV5CUPTzJ3Y9Cjhc90my+Q9r9U5QzuVdkfcWZxgx6dI8FUX Tn3P1j4rycl/759yl+33OQ== 0000030697-06-000243.txt : 20061219 0000030697-06-000243.hdr.sgml : 20061219 20061219165058 ACCESSION NUMBER: 0000030697-06-000243 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: Essner Greg CENTRAL INDEX KEY: 0001329025 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 061287055 BUSINESS ADDRESS: BUSINESS PHONE: 212-451-3125 MAIL ADDRESS: STREET 1: C/O TRIARC COMPANIES, INC. STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 ess285.xml X0202 4 2006-12-15 0 0000030697 TRIARC COMPANIES INC TRY;TRY.B 0001329025 Essner Greg TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 Senior VP and Treasurer Class A Common Stock 2006-12-15 4 M 0 30000 A 30000 D Class A Common Stock 2006-12-15 4 M 0 7500 A 37500 D Class A Common Stock 2006-12-15 4 M 0 15000 A 52500 D Class A Common Stock 2006-12-15 4 F 0 34098 21.14 D 18402 D Class B Common Stock, Series 1 2006-12-15 4 M 0 60000 A 75841 D Class B Common Stock, Series 1 2006-12-15 4 M 0 15000 A 90841 D Class B Common Stock, Series 1 2006-12-15 4 M 0 30000 A 120841 D Class B Common Stock, Series 1 2006-12-15 4 M 0 90000 A 210841 D Class B Common Stock, Series 1 2006-12-15 4 F 0 145591 19.50 D 65250 D Employee Stock Option (right to buy) 25.75 2006-12-15 4 M 0 30000 0 D 2011-07-02 Class A Common Stock 30000 0 D Employee Stock Option (right to buy) 24.60 2006-12-15 4 M 0 7500 0 D 2011-12-06 Class A Common Stock 7500 0 D Employee Stock Option (right to buy) 26.93 2006-12-15 4 M 0 15000 0 D 2012-12-18 Class A Common Stock 15000 0 D Employee Stock Option (right to buy) 15.09 2006-12-15 4 M 0 90000 0 D 2015-02-15 Class B Common Stock, Series 1 90000 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 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 30,000 shares of Class A Common Stock at an exercise price of $25.75 per share, but was adjusted to reflect the stock dividend referred to in note (3) 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 7,500 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 (3) 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 15,000 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 (3) 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. 34,098 shares of Class A Common Stock and 145,591 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. 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. With tandem tax withholding rights. The option vested in three equal installments on July 2, 2002, 2003 and 2004. 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/ Essner, Greg 2006-12-19 -----END PRIVACY-ENHANCED MESSAGE-----