-----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, GNdjPrhg2j85YZharN8jekB4d/SRlB4nRQ2A7zS04Pz8mm4dlr1Rb1UNY42Q8OK3 +eIpjh5kOkqYyh9gyXWoYg== 0000030697-07-000026.txt : 20070201 0000030697-07-000026.hdr.sgml : 20070201 20070201163808 ACCESSION NUMBER: 0000030697-07-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070129 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070201 DATE AS OF CHANGE: 20070201 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: 07572273 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 29, 2007 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): January 29, 2007 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. On April 28, 2006, Triarc Companies, Inc. (the "Company") entered into a letter agreement (the "Agreement") with Francis T. McCarron, the Company's Executive Vice President and Chief Financial Officer, pursuant to which Mr. McCarron will be entitled to receive certain benefits in the event Mr. McCarron's employment is terminated by the Company without "cause," or by Mr. McCarron for certain specified reasons (including for "good reason" which includes a "change of control," as such terms are defined in the Agreement). Under the Agreement, in the event that any benefit paid to Mr. McCarron becomes subject to excise tax imposed under Section 4999 of the Code, the Company will indemnify Mr. McCarron for up to $1,000,000 of excise tax so that Mr. McCarron will be in the same after-tax position as if such amount of excise tax had not been imposed. On January 29, 2007, the Company and Mr. McCarron entered into Amendment No. 1 to Letter Agreement (the "Amendment") pursuant to which the amount of the foregoing indemnity was increased to $1,500,000. The foregoing description of the Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which has been filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 2, 2006, and to the Amendment, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits (d) Exhibits 10.1 Amendment No. 1 to Letter Agreement dated as of January 29, 2007 between Triarc Companies, Inc. and Francis T. McCarron. 10.2 Letter Agreement dated January 18, 2007 between Arby's Restaurant Group, Inc. and Roland C. Smith. 10.3 Amendment No. 1 to Employment Agreement dated as of December 18, 2006 between Triarc Companies, Inc. and Brian L. Schorr. 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. TRIARC COMPANIES, INC. By: /s/STUART ROSEN ------------------------------ Senior Vice President and Associate General Counsel Dated: February 1, 2007 EXHIBIT INDEX Exhibit Description - ------- ----------- 10.1 Amendment No. 1 to Letter Agreement dated as of January 29, 2007 between Triarc Companies, Inc. and Francis T. McCarron. 10.2 Letter Agreement dated January 18, 2007 between Arby's Restaurant Group, Inc. and Roland C. Smith. 10.3 Amendment No. 1 to Employment Agreement dated as of December 18, 2006 between Triarc Companies, Inc. and Brian L. Schorr. EX-10.1 2 exh101.txt AMENDMENT NO. 1 TO LETTER AGREEMENT DATED AS OF JANUARY 29, 2007 EXHIBIT 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT Amendment No. 1, dated as of January 29, 2007 (the "Amendment"), to the letter agreement dated as of April 28, 2006 (the "Agreement"), between Triarc Companies, Inc. ("Triarc") and Francis T. McCarron (the "Employee"). WHEREAS, the Employee and Triarc, in connection with certain 2006 year-end tax planning measures undertaken by and for the benefit of Triarc, reached an agreement with respect to the voluntary exercise by the Employee of certain options previously granted to the Employee, and the grant to the Employee of certain additional options to replace option shares used to satisfy the exercise price and tax withholding payments associated with such voluntary option exercise; WHEREAS in connection with such year-end tax planning, the Employee and Triarc entered into an agreement, dated as of December 21, 2006, whereby the Employee agreed to forego a limited amount of possible future payments from Triarc if necessary to eliminate Triarc's obligation to make certain tax indemnification payments to the Employee under the Agreement; and WHEREAS, in connection with the aforementioned arrangements, Triarc and the Employee desire to amend the Agreement to increase the coverage of the tax indemnification provision. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Triarc and the Employee hereby agree to amend the Agreement as follows: a. Section 9(h) of the Agreement is hereby amended by replacing therein the dollar amount of "$1,000,000" with the dollar amount of "$1,500,000." 2. Except as amended above, the provisions of the Agreement are hereby confirmed and shall remain in full force and effect. 3. This Amendment shall be governed by and administered in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. 4. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties hereto have each executed this Amendment as of the date first above written. TRIARC COMPANIES, INC. By: /s/PETER W. MAY -------------------------------------------- Name: Peter W. May Title: President and Chief Operating Officer By: /s/FRANCIS T. MCCARRON ------------------------------------------- Francis T. McCarron EX-10.2 3 exh102.txt LETTER AGREEMENT DATED JANUARY 18, 2007 EXHIBIT 10.2 ARBY'S RESTAURANT GROUP, INC. January 18, 2007 Mr.Roland C. Smith 580 Old Cobblestone Drive Dunwoody, GA 30350 Dear Roland: Reference is made to the Employment Agreement dated as of April 13, 2006 (the "Employment Agreement") between you and Arby's Restaurant Group, Inc. ("Arby's"). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Employment Agreement. Exhibit A to the Employment Agreement provides for a grant of 100,000 restricted shares of Triarc Companies, Inc. Class B Common Stock, Series 1 ("Class B Common Stock"), 50% of which are to have performance vesting targets and 50% of which are to have time vesting targets. Pursuant to the Employment Agreement, such vesting targets were to be agreed upon by the Arby's Board and you within 90 days following execution of the Employment Agreement. If such vesting targets were not set by such date, you would instead be entitled to receive options to acquire shares of Class B Common Stock as provided in the Employment Agreement. This letter will confirm our prior agreements to extend the date for setting such vesting targets first to August 31, 2006, then to September 30, 2006, November 13, 2006 and January 31, 2007 and our current agreement to extend the date for setting such vesting targets to March 25, 2007. Except as set forth above, the terms and provisions of the Employment Agreement shall remain in full force and effect. This amendment to the Employment Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of laws thereof that would call for the application of substantive law of any jurisdiction other than the State of Delaware. This amendment to the Employment Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. ARBY'S RESTAURANT GROUP, INC. By: /s/BRIAN L. SCHORR ------------------------------------ Name: Brian L. Schorr Title: Executive Vice President Agreed and Accepted as of the 23rd day of January 2007 /s/ROLAND SMITH - ---------------------------------------- Roland Smith EX-10.3 4 exh103.txt AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT DATED AS OF DECEMBER 18, 2006 EXHIBIT 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Amendment No. 1, dated as of December 18, 2006 ("Amendment"), to the Employment Agreement dated as of February 24, 2000 (the "Agreement"), between Triarc Companies, Inc. ("Triarc") and Brian L. Schorr (the "Employee"). 1. Triarc and the Employee hereby agree to amend the Agreement as follows: a). Clause (i) in the second paragraph of Section 4.1 of the Agreement is hereby amended in its entirety to read as follows: "(i) Employee's then current Salary for two and one-half (2-1/2) years from the date of termination and". b). Section 4.3 (d) 3(a) of the Agreement is hereby amended by adding the word "annual" after the word "equal" appearing therein. c). The definition of "Good Reason" set forth in Section 4.6(B) of the Agreement is hereby amended by deleting the word "or" at the end of clause (ii), adding the word "or" at the end of clause (iii) and adding the following new clause (iv): "(iv) any meaningful diminution of your duties or authority from such duties or authority held by you on the date hereof without your prior consent." 2. Except as amended above, the provisions of the Agreement are hereby confirmed and shall remain in full force and effect. 3. This Amendment shall be governed by and administered in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. 4. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties hereto have each caused this Amendment as of the date first above written. TRIARC COMPANIES, INC. By: /s/PETER W. MAY -------------------------------------------- Name: Peter W. May Title: President and Chief Operating Officer By: /s/BRIAN L. SCHORR -------------------------------------------- Brian L. Schorr -----END PRIVACY-ENHANCED MESSAGE-----