-----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, Bm+XbEGiAcwzcKg/qr0ohG+XkuROpFVm+XFexNKxJbPcmHXWBAHPJYteGeq2085c pX+YSvA64EycwVOoW7ZIlQ== 0000030697-07-000018.txt : 20070118 0000030697-07-000018.hdr.sgml : 20070118 20070118172918 ACCESSION NUMBER: 0000030697-07-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070118 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070118 DATE AS OF CHANGE: 20070118 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: 07538660 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 TRIARC 8-K JANUARY 18, 2007 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): January 18, 2007 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 8.01. Other Events On January 18, 2007, Triarc Companies, Inc. (the "Company") announced that the trustee under the Indenture (the "Indenture") governing the Company's 5% Convertible Notes due 2023 (the "Notes") has determined that holders of the Notes are entitled to convert their Notes during the current fiscal quarter ending on April 1, 2007, in accordance with the terms and conditions of the Indenture. Any determination regarding the right to convert the Notes during any subsequent fiscal quarter shall be made in accordance with the terms of the Indenture. A copy of the Company's January 18, 2007 press release making this announcement and a copy of the Notice of the Right to Convert delivered to the holders of the Notes are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated January 18, 2007. 99.2 Notice of Right to Convert, dated January 18, 2007 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: January 18, 2007 TRIARC COMPANIES, INC. By: /S/ STUART I. ROSEN -------------------------- Name: Stuart I. Rosen Title: Senior Vice President and Secretary EXHIBIT INDEX Exhibit Number Description of Document - ------- ----------------------- 99.1 Press Release, dated January 18, 2007 99.2 Notice of Right to Convert, dated January 18, 2007 EX-99.1 2 exh991.txt PRESS RELEASE DATED JANUARY 18, 2007 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 HOLDERS OF TRIARC'S 5% CONVERTIBLE NOTES ARE ENTITLED TO CONVERT DURING 2007 FIRST FISCAL QUARTER New York, NY, January 18, 2007 - Triarc Companies, Inc. (NYSE: TRY; TRY.B) today announced that the trustee under the Indenture (the "Indenture") governing Triarc's 5% Convertible Notes due 2023 (the "Notes") has determined that holders of the Notes are entitled to convert their Notes during the current fiscal quarter which ends April 1, 2007 because the combined closing sale price of one share of Triarc's Class A Common Stock and two shares of Triarc's Class B Common Stock, Series 1, exceeded 120% of the current conversion price of $40 for at least 20 trading days in the 30-trading day period ending on December 29, 2006, the last trading day of the fiscal quarter that ended on December 31, 2006. At the current conversion price, each $1,000 principal amount of Notes is convertible into 25 shares of Triarc's Class A Common Stock, subject to Triarc's right to elect to pay the holder cash in lieu of delivery of all or any portion of these shares of Class A Common Stock and, upon conversion of each $1,000 principal amount of Notes, the holder is also entitled to receive 50 shares of Triarc's Class B Common Stock, Series 1. As of January 18, 2007, $2.1 million principal amount of Notes are outstanding. Holders of Notes that wish to exercise their conversion rights with respect to the Notes should contact Wilmington Trust Company, the conversion agent for the Notes, at the following address: Corporate Trust Office, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-1600, Attention: Corporate Trust Administration. Telephone: (302) 636-6410. Facsimile: (302) 636-4145. Triarc is a holding company and, through its subsidiaries, the franchisor of the Arby's(R) restaurant system, which is comprised of approximately 3,500 restaurants. Of these restaurants, more than 1,000 are owned and operated by subsidiaries of Triarc. Triarc also owns an approximate 64% capital interest, a profits interest of at least 52% and approximately 94% of the voting interests, in Deerfield & Company LLC, a Chicago-based alternative asset manager offering a diverse range of fixed income and credit-related strategies to institutional investors with approximately $14.1 billion under management as of October 1, 2006. # # # Note to Follow NOTE TO PRESS RELEASE The statements in this press release that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Triarc Companies, Inc. and its subsidiaries (collectively, "Triarc" or the "Company") and statements preceded by, followed by, or that include the words "may," "believes," "plans," "expects," "anticipates" or the negation thereof, or similar expressions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All statements that address operating performance, events or developments that are expected or anticipated to occur in the future, including statements relating to revenue growth, earnings per share growth or statements expressing general optimism about future operating results, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on our current expectations, speak only as of the date of this press release and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. Many important factors could affect our future results and could cause those results to differ materially from those expressed in the forward-looking statements contained herein. Such factors include, but are not limited to risks and uncertainties affecting the Company referred to in its Annual Report on Form 10-K for the fiscal year ended January 2, 2005 (see especially "Item 1. Business--Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations") and in its other current and periodic filings with the Securities and Exchange Commission, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this press release as a result of new information, future events or developments, except as required by federal securities laws. In addition, it is our policy generally not to make any specific projections as to future earnings, and we do not endorse any projections regarding future performance that may be made by third parties. EX-99.2 3 exh992.txt NOTICE OF RIGHT TO CONVERT DATED JANUARY 18, 2007 Exhibit 99.2 NOTICE OF RIGHT TO CONVERT To the Holders of Triarc Companies, Inc. 5% Convertible Notes due 2023 (CUSIP No. 895927 AC 5) (CUSIP No. 89592 AD 3) NOTICE IS HEREBY GIVEN by Triarc Companies, Inc. (the "Company") pursuant to Section 14.01 of the Indenture, dated as of May 19, 2003 (the "Original Indenture"), and as supplemented by that certain Supplemental Indenture, dated as of November 21, 2003 (the "Supplemental Indenture" and, together with the Original Indenture, the "Indenture"), related to the 5% Convertible Notes due 2023 of the Company (the "Notes"), of the occurrence of the event specified in Section 14.01(a)(v) triggering the right of holders of Notes to convert the Notes (the "Conversion Right Trigger Event"). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Indenture. As a result of the occurrence of the Conversion Right Trigger Event, during the current fiscal quarter ending on April 1, 2007, each holder of Notes has the right, at its option, to convert each $1,000 principal amount of the Notes into 25 shares of the Company's Common Stock, subject to the terms and conditions of the Indenture (including the Company's right to elect instead to pay each such holder the amount of cash determined pursuant to Article 14 of the Indenture (or an equivalent amount in a combination of cash and shares of Common Stock), in lieu of delivering such Common Stock) and, upon conversion of each $1,000 principal amount of Notes, the holder shall also be entitled to receive 50 shares of Class B Stock. Any determination regarding the right to convert the Notes during any subsequent fiscal quarter shall be made in accordance with the terms of the Indenture. To convert a Note, a holder must (a) complete and manually sign the Conversion Notice or a facsimile of the Conversion Notice on the back of the Note and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment date. In the case of a Global Note, the Conversion Notice shall be completed by a DTC participant on behalf of the beneficial holder. A copy of this notice has been filed with the Commission by the Company on January 18, 2007 as an exhibit to a Form 8-K dated January 18, 2007, copies of which are available on the Company's website (www.triarc.com). The Company's Conversion Agent is: Wilmington Trust Company Corporate Trust Office Rodney Square North 1100 North Market Street Wilmington, DE 19890-1600 Attention: Corporate Trust Administration Telephone: (302) 639-6410 Facsimile: (302) 636-4145. Dated: January 18, 2007 TRIARC COMPANIES, INC. -----END PRIVACY-ENHANCED MESSAGE-----