-----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, BQzoUHimhQoWOLGDIopqYa0pRhQz4C+LnPWYbMax6ZhqMHt9Ws0giwgKa1rdWbc8 hWQDk7JIv+ClwgRhOOdfBg== 0000030697-07-000258.txt : 20070817 0000030697-07-000258.hdr.sgml : 20070817 20070816182346 ACCESSION NUMBER: 0000030697-07-000258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070816 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070816 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: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 071063545 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 DATED AUGUST 16, 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): August 16, 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 7.01. Regulation FD Disclosure. Furnished as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued by Triarc Companies, Inc. (the "Company") pursuant to which it provided an update on the sale of its controlling interest in Deerfield and Company LLC. The information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of Triarc Companies, Inc. dated August 16, 2007. SIGNATURE 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 I. ROSEN ---------------------------------------- Stuart I. Rosen Senior Vice President and Assistant Secretary Dated: August 16, 2007 EXHIBIT INDEX Exhibit Description 99.1 Press release of Triarc Companies, Inc. dated August 16, 2007. EX-99.1 2 exh991.txt PRESS RELEASE Triarc Companies, Inc. 280 Park Avenue New York, NY 10017 For Immediate Release CONTACT: Anne A. Tarbell (212) 451-3030 www.triarc.com TRIARC PROVIDES UPDATE ON SALE OF CONTROLLING INTEREST IN DEERFIELD & COMPANY LLC New York, NY, August 16, 2007 - Triarc Companies, Inc. (NYSE: TRY, TRY.B or "Triarc") announced today that it has been informed by the Special Committee of the Board of Directors of Deerfield Triarc Capital Corp. (NYSE: DFR or "DFR") that DFR has not yet been able to complete on acceptable terms the financing necessary for DFR to consummate the previously announced acquisition by DFR of Deerfield & Company LLC ("Deerfield"), due to the current instability in the credit markets. Deerfield is a Chicago-based fixed income asset manager in which Triarc holds a controlling interest. DFR has advised Triarc that it is continuing to work with its lenders to obtain appropriate financing. Under the definitive acquisition agreement, DFR's obligation to complete the acquisition is subject to the receipt by DFR of financing for the cash portion of the purchase price and related transaction costs. On August 9, 2007, DFR's shareholders approved the issuance in the acquisition of approximately 9.6 million DFR shares. Under the definitive agreement the parties have until October 19, 2007 to complete the transaction, unless extended by mutual agreement. Triarc is a holding company and, through its subsidiaries, is the franchisor of the Arby's restaurant system and the owner of approximately 94% of the voting interests, 64% of the capital interests and at least 52% of the profits interests in Deerfield & Company LLC (Deerfield), an asset management firm. The Arby's restaurant system is comprised of approximately 3,600 restaurants, of which, as of July 1, 2007, 1,081 were owned and operated by our subsidiaries. Deerfield, through its wholly-owned subsidiary Deerfield Capital Management LLC, is a Chicago-based asset manager offering a diverse range of fixed income and credit-related strategies to institutional investors with approximately $14.8 billion under management as of August 1, 2007. # # # Notes To Follow NOTES TO PRESS RELEASE 1. There can be no assurance that DFR will receive the necessary financing to complete the transaction or that the sale of Deerfield will be completed, nor can there be any assurance that if the sale is completed that Deerfield will be successfully integrated with DFR's existing operations. The sale of Deerfield is subject to customary closing conditions, including the receipt by DFR of financing for the cash portion of the purchase price and related transaction costs. Upon the closing of the transaction, DFR will discontinue the use of "Triarc" in its name. 2. The statements in this press release concerning Triarc, Deerfield and DFR that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Triarc, Deerfield and DFR 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 events or developments that are expected or anticipated to occur in the future are forward-looking statements within the meaning of the Reform Act. The forward-looking statements relating to the consummation of the sale of Deerfield and the receipt of financing by DFR are based on DFR's current expectations, speak only as of the date of this press release and are susceptible to a number of risks, uncertainties and other factors, including the state of the credit and other markets. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. 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 in this section. 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. -----END PRIVACY-ENHANCED MESSAGE-----