-----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, Hpg8586NYJ1xoxDa/AuEXz4cdz1yHXF3L0sEza8mZ5y4WNMS1J7C0rAL+j1mBvbT 5ENdwGdGVLSB58BUYuUT9g== 0000030697-07-000267.txt : 20070905 0000030697-07-000267.hdr.sgml : 20070905 20070905170553 ACCESSION NUMBER: 0000030697-07-000267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070901 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: 20070905 DATE AS OF CHANGE: 20070905 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: 071100499 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 SEPTEMBER 1, 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): September 1, 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)) 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. On September 4, 2007, Triarc Companies, Inc. ("Triarc") announced that it had made several executive changes effective September 1, 2007 as part of its previously announced corporate restructuring, including: Thomas A. Garrett, 45, has been appointed Executive Vice President and Chief Operating Officer of Triarc. Mr. Garrett has served as President and Chief Operating Officer of Arby's Restaurant Group, Inc. ("ARG") since June 2006. Mr. Garrett served as Chief Operating Officer of ARG following Triarc's acquisition of the RTM Restaurant Group ("RTM") in July 2005 to June 2006. From June 2003 to July 2005, Mr. Garrett served as President of RTM, and from May 2000 to June 2003, he served as Chief Operating Officer of RTM. Stephen E. Hare, 54, has been appointed Senior Vice President and Chief Financial Officer of Triarc. Mr. Hare has served as Chief Financial Officer of ARG since June 2006. Mr. Hare served as Executive Vice President of Cadmus Communications Corporation ("Cadmus") and President of Publisher Services Group, a division of Cadmus, from January 2003 to June 2006. Prior thereto, Mr. Hare served as Executive Vice President, Chief Financial Officer of Cadmus from September 2001 to January 2003. Steven B. Graham, 54, has been appointed Senior Vice President - Chief Accounting Officer of Triarc. Mr. Graham has served as Senior Vice President - Corporate Controller of ARG since January 2007. From October 2006 through December 2006, he served as Vice President, Assistant Corporate Controller of ARG. Mr. Graham served as Corporate Controller at Princeton Review LLC from April 2004 to September 2006. Prior thereto, Mr. Graham served as Vice President - Controller of Sbarro, Inc. from January 2000 to March 2004 and as Controller of Sbarro, Inc. from April 1994 to January 2000. Nils H. Okeson, 41, has been appointed Senior Vice President and Associate General Counsel, and Secretary of Triarc. Mr. Okeson had served as Secretary of Triarc since June 2007. Mr. Okeson has served as General Counsel of ARG since October 2005. Prior to joining ARG, Mr. Okeson was a partner of Alston & Bird LLP, a law firm that he joined in 1990. Daniel T. Collins, 51, has been appointed Senior Vice President - Treasurer and Assistant Secretary of Triarc. Mr. Collins has served as Senior Vice President - Treasurer and Assistant Secretary of ARG since June 2006 and prior thereto served as Senior Vice President - M&A and Lease Management from July 2005 to June 2006. Prior to joining ARG, Mr. Collins served as Senior Vice President - Finance of RTM from December 2004 to July 2005 and as Vice President - Finance of RTM from July 1997 to November 2004. As of September 1, 2007, Francis T. McCarron, Triarc's former Executive Vice President and Chief Financial Officer, and Fred H. Schaefer, Triarc's former Senior Vice President and Chief Accounting Officer, will serve as Executive Vice President and Senior Vice President, respectively, and will continue to provide services to Triarc during a transition period. In July 2007 Triarc settled a dispute with the sellers of RTM regarding the amount of the post-closing purchase price adjustment required pursuant to the terms of the agreement and plan of merger pursuant to which Triarc acquired RTM in July 2005. Pursuant to the settlement agreement, Triarc paid to the sellers of RTM (including Mr. Garrett) an aggregate of $1.6 million. Based on his percentage ownership of RTM, Mr. Garrett is entitled to receive $116,960 of the total settlement amount. A copy of the press release announcing the foregoing organizational changes is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of Triarc Companies, Inc. dated September 4, 2007 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. TRIARC COMPANIES, INC. By:/s/STUART ROSEN ------------------- Stuart I. Rosen Senior Vice President and General Counsel, and Assistant Secretary Dated: September 5, 2007 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release of Triarc Companies, Inc. dated September 4, 2007. EX-99.1 2 exh991.txt PRESS RELEASE SEPTEMBER 4, 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 TRIARC ANNOUNCES ORGANIZATIONAL CHANGES Atlanta-based Arby's executives assume additional Triarc corporate responsibilities New York, NY, September 4, 2007 - Triarc Companies, Inc. (NYSE: TRY; TRY.B) said today it has made several executive changes effective September 1, 2007 as part of its previously announced corporate restructuring, including: - Thomas A. Garrett has been named Executive Vice President and Chief Operating Officer - Stephen E. Hare has been named Senior Vice President and Chief Financial Officer - Steven B. Graham has been named Senior Vice President - Chief Accounting Officer - Nils H. Okeson has been named Senior Vice President and Associate General Counsel - Daniel T. Collins has been named Senior Vice President - Treasurer Roland C. Smith, Chief Executive Officer of Triarc, commented, "We are pleased to announce these organizational changes, which are part of our previously announced plan to consolidate our corporate operations and headquarters in Atlanta. All of our new Atlanta-based executive officers have proven track records of leadership and operational excellence and under their direction we are well-positioned to deliver on our goals." Francis T. McCarron, Triarc's former Chief Financial Officer, and Fred H. Schaefer, Triarc's former Chief Accounting Officer, will continue to provide services to the Company during a transition period. Additionally, Stuart I. Rosen will continue in his role at Triarc as Senior Vice President and General Counsel. Following the transition period, Mr. Okeson will become the General Counsel of Triarc. Mr. Garrett, who has assumed the role of Executive Vice President and Chief Operating Officer, also serves as President and Chief Operating Officer of Arby's Restaurant Group, Inc., a post he has held since June 2006. Mr. Garrett was appointed Arby's Chief Operating Officer in July 2005, following Triarc's acquisition of the RTM Restaurant Group ("RTM"), Arby's then largest franchisee. Prior to that, Mr. Garrett was President of RTM, where he held positions of increasing responsibility since 1980. Mr. Hare, who has assumed the role of Senior Vice President and Chief Financial Officer, also serves as Chief Financial Officer of Arby's Restaurant Group, Inc., a position he has held since June 2006. Previously, he served as Group President of Cadmus Publisher Services Group, a division of Cadmus Communications Corporation, where he also held the position of Executive Vice President and Chief Financial Officer from 2001 to 2003. He has also held executive positions at AMF Bowling Worldwide and James River Corporation. Mr. Graham, who has assumed the role of Senior Vice President - Chief Accounting Officer, also serves as Senior Vice President, Corporate Controller of Arby's Restaurant Group, Inc., a post he has held since January 2007. From October 2006 through December 2006, he served as Vice President, Assistant Corporate Controller of Arby's Restaurant Group, Inc. From 2005 to 2006, Mr. Graham served as Corporate Controller at Princeton Review LLC. Prior to that, he held various financial positions at Sbarro, Inc., including serving as Vice President - Controller from 1999 to 2005. Mr. Okeson, who has assumed the role of Senior Vice President and Associate General Counsel, has also been Secretary of Triarc since June 30, 2007 and has served as General Counsel of Arby's Restaurant Group, Inc. since October 2005. Prior to joining Arby's, Mr. Okeson was a partner in the Atlanta office of Alston & Bird, LLP. Mr. Collins, who has assumed the role of Senior Vice President - Treasurer and Assistant Secretary, also serves as Senior Vice President, Treasury of Arby's Restaurant Group, Inc., a position he has held since June 2005, following Arby's acquisition of RTM. Prior to joining RTM in 1997 as Vice President of Finance, Mr. Collins was Senior Vice President and Region Manager at Citicorp from 1984 through 1994. 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 NOTE TO PRESS RELEASE There can be no assurance that our corporate restructuring will be completed or the terms or timing of such completed restructuring. There can be no assurance that Triarc's New York-based corporate operations and headquarters will be successfully integrated with ARG's existing Atlanta-based operations. -----END PRIVACY-ENHANCED MESSAGE-----