8-K

                                  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: August 11, 2003
                        (Date of earliest event reported)


                             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 No.)       Identification No.)
        incorporation of
        organization)


                       280 PARK AVENUE, NEW YORK, NY 10017
                       -----------------------------------
               (Address of principal executive office) (Zip Code)

       Registrant's telephone number, including area code: (212) 451-3000


                                Page 1 of 3 Pages
                         Exhibit Index appears on Page 3




ITEM 5.  OTHER EVENTS

On August 11, 2003, Triarc Companies, Inc. (the "Company") announced that its
Board of Directors approved a special stock dividend of two shares of a newly
designated Class B Common Stock, Series 1, par value $0.10 per share (the "Class
B Common Stock"), for each outstanding share of the Company's Class A Common
Stock, par value $0.10 per share (the "Class A Common Stock"). The stock
dividend will be paid on September 4, 2003 to holders of record of the Class A
Common Stock on August 21, 2003. The Company also announced that its Board of
Directors also approved the payment of initial regular quarterly cash dividends
of $0.065 per share on its Class A Common Stock and $0.075 per share on its
Class B Common Stock. The cash dividends will be paid on September 25, 2003 to
holders of record of the Class A Common Stock and Class B Common Stock on
September 15, 2003. The Company currently intends to declare and pay quarterly
cash dividends; however there can be no assurance that any dividends will be
declared or paid in the future, or the amount or timing of such dividends, if
any. A copy of the press release announcing the dividends, and a copy of the
Certificate of Designation containing the terms of the Class B Common Stock are
being filed as exhibits to this Current Report on Form 8-K. Additionally, a copy
of a Notice of Adjustment of Conversion Rate (the "Notice"), which was delivered
to holders of the Company's 5% Convertible Notes due 2023 (the "Notes") is also
being filed as an exhibit to this Current Report on Form 8-K. As described in
such Notice, holders of the Notes will be entitled to receive upon conversion of
the Notes such number of shares of Class A Common Stock and Class B Common Stock
that the holder would have been entitled to receive had the holder converted its
Notes immediately prior to the record date for the stock dividend.

ITEM 7.  EXHIBITS

(c)      Exhibits

3.3      Certificate of Designation of Class B Common Stock, Series 1, dated
         August 11, 2003.

99.1     Press release, dated August 11, 2003.

99.2     Notice of Adjustment of Conversion Rate, dated August 11, 2003.





                                    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 I. Rosen
                                        ---------------------------------------
                                        Stuart I. Rosen
                                        Senior Vice President
                                        and Associate General Counsel

Dated: August 11, 2003





                                  EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION OF DOCUMENT
- ------          -----------------------

3.3             Certificate of Designation, dated August 11, 2003.

99.1            Press release, dated August 11, 2003.

99.2            Notice of Adjustment of Conversion Rate, dated August 11, 2003.

EX-3

                                                                     EXHIBIT 3.3
                                                                     -----------



                           CERTIFICATE OF DESIGNATION
                                       OF
                         CLASS B COMMON STOCK, SERIES 1
                                       OF
                             TRIARC COMPANIES, INC.


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


         Triarc Companies, Inc., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority contained in Section 2 of Part A of
Article IV of its Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, its Board of Directors has
adopted the following resolution creating a series of its Class B Common Stock,
par value $.10 per share (the "Class B Common Stock"), designated as Class B
Common Stock, Series 1.

         RESOLVED, that a series of the authorized Class B Common Stock, par
value $.10 per share, of the Corporation be hereby created, and that the
designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

         Section 1. Designation and Amount. The shares of such series shall be
designated as the "Class B Common Stock, Series 1" (the "Series 1 Stock") and
the number of shares constituting such series shall be one hundred million
(100,000,000), which number may be increased or decreased by the Board of
Directors without a vote of stockholders; PROVIDED, HOWEVER, that such number
may not be decreased below the number of then outstanding shares of Series 1
Stock.

         Section 2. Voting rights. The holders of Series 1 Stock shall possess
voting powers for the election of directors and for all other corporate
purposes, each share of Series 1 Stock being entitled to one tenth (1/10) of one
(1) vote on each matter properly submitted to the stockholders of the
Corporation for their vote; PROVIDED, HOWEVER, that, except as otherwise
required by law, the holders of Series 1 Stock shall not be entitled to vote on
any amendment to this Certificate of Incorporation that relates solely to the
terms of the Class A Common Stock, par value $.10 per share (the "Class A Common
Stock"), of the Corporation or any other outstanding series or class of stock,
where the holders of such affected class or series are entitled, either
separately or together as a class with the holders of one or more other said
class or series, to vote thereon by law or pursuant to this Certificate of
Incorporation (including any certificate of designation relating to any other
series or class of stock).




                                                                               2


         Section 3. Dividends. If and when dividends on the Class A Common Stock
are declared payable from time to time by the Board, whether payable in cash, in
property or in shares of stock of the Corporation, the holders of Series 1 Stock
shall be entitled to share equally, with the holders of the Class A Common
Stock, on a per share basis, in such dividends, subject to the limitations
described below; PROVIDED, HOWEVER, that with respect to a regular quarterly
cash dividend declared as such by the Board, paid by the Corporation on the
Class A Common Stock on or prior to September 4, 2006, the holders of the Series
1 Stock shall be entitled to receive a dividend in a per share amount (such
amount to be subject to upward or downward rounding at the discretion of the
Board) equal to at least 110% of the dividends paid per share on the Class A
Common Stock. If a dividend is paid at any time on the Class A Common Stock in
shares of Class A Common Stock, a mandatory dividend shall be paid at the same
rate on the Series 1 Stock and such mandatory dividend shall be payable to
holders of Series 1 Stock in shares of Series 1 Stock. If the Corporation shall
in any manner subdivide or combine the outstanding shares of Class A Common
Stock, the outstanding shares of Series 1 Stock shall be proportionally
subdivided or combined in the same manner and on the same basis.

         Section 4. Liquidation, Dissolution or Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary (sometimes referred to as liquidation), after payment or provision
for payment of the debts and other liabilities of the Corporation and the
preferential amounts to which the holders of any stock ranking prior to the
Series 1 Stock in the distribution of assets shall be entitled upon liquidation,
the Series 1 Stock shall be entitled to receive, prior to any payment being made
to the holders of Class A Common Stock and any other stock that ranks junior to
the Series 1 Stock in the event of liquidation, an amount per share equal to
$.01 (as adjusted for stock splits, combinations, reclassifications and the
like), and, once the holders of Class A Common Stock shall then have received an
amount per share equal to $.01 (as adjusted for stock splits, combinations,
reclassifications and the like), thereafter to share pro rata, together with the
holders of the Class A Common Stock and the holders of any other stock ranking
on parity therewith in the distribution of assets upon liquidation, in the
remaining assets of the Corporation according to their respective interests.

         Section 5. Merger or Consolidation. The approval of holders of a
majority of the outstanding shares of Series 1 Stock, voting separately as a
class, shall be required for any merger or consolidation of the Corporation with
another entity (whether or not the Corporation is the surviving entity) unless
the holders of shares of Series 1 Stock shall be entitled to receive in such
transaction in respect of each share of Series 1 Stock the same consideration as
the holders of shares of Class A Common Stock shall be entitled to receive in
respect of each share of Class A Common Stock; PROVIDED THAT, if all or part of
the consideration so received consists of common stock of the surviving entity,
the common stock so issued may differ as to voting rights, liquidation
preference and dividend rights to the same extent that the Class A Common Stock
and Series 1 Stock differ as set forth herein.




                                                                               3


         IN WITNESS WHEREOF, said Triarc Companies, Inc. has caused this
Certificate of Designation of Class B Common Stock, Series 1 to be duly executed
by its Executive Vice President this 11th day of August, 2003.

                                        TRIARC COMPANIES, INC.


                                        By: /s/ Brian L. Schorr
                                            ---------------------------------
                                            Brian L. Schorr
                                            Executive Vice President

EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------



                               [GRAPHIC OMITTED]
                                [LOGO -- TRIARC]

                             Triarc Companies, Inc.
                                 280 Park Avenue
                               New York, NY 10017

                                                           FOR IMMEDIATE RELEASE

CONTACT:  ANNE A. TARBELL
          (212) 451-3030
          WWW.TRIARC.COM


             TRIARC DECLARES CASH AND CLASS B COMMON STOCK DIVIDENDS

            o TWO-FOR-ONE CLASS B COMMON STOCK DIVIDEND IS DECLARED

  o CLASS A AND CLASS B QUARTERLY CASH DIVIDENDS TOTALING $0.215 ARE DECLARED

    o $50 MILLION SHARE REPURCHASE PROGRAM AMENDED TO INCLUDE CLASS B STOCK


NEW YORK, NY, AUGUST 11, 2003 -- Triarc Companies, Inc. (NYSE: TRY) announced
today that its Board of Directors approved a special stock dividend of two
shares of a newly designated Class B Common Stock, Series 1 for each outstanding
share of Class A Common Stock. The Board of Directors also approved the payment
of initial regular quarterly cash dividends of $0.065 per share on its Class A
Common Stock and $0.075 per share on the Class B Common Stock (for an aggregate
quarterly cash dividend of $0.215). On October 25, 2001, shareholders of Triarc
approved the authorization of Class B Common Stock. Triarc currently intends to
declare and pay quarterly cash dividends; however, there can be no assurance
that any dividends will be declared or paid in the future, or of the amount or
timing of such dividends, if any.

         For a period of three years, the Class B Common Stock will be entitled
to at least 110% of the Class A Common Stock regular quarterly cash dividend,




when, as and if, declared. The Class B Common Stock will also be entitled to
1/10 vote per share. In addition, the Class B Common Stock will be entitled to a
$.01 per share preference in the event of any liquidation or winding-up of
Triarc and, after each share of Class A Common Stock receives $.01 per share,
will share ratably with the Class A Common Stock in the remaining assets of
Triarc. Neither the Class B Common Stock nor Triarc's currently outstanding
Class A Common Stock will be convertible into the other class of common stock.

         The record date for the Class B Common Stock dividend is August 21,
2003, and the distribution date will be September 4, 2003. Triarc shareholders
will not be required to take any action to receive the Class B Common Stock on
the distribution date. The record date for the Class A and Class B cash
dividends is September 15, 2003 and the payment date will be September 25, 2003.
American Stock Transfer & Trust Company, Triarc's transfer agent, (tel. #
1-800-937-5449; info@amstock.com) is serving as the distribution agent for the
Class B Common Stock and all cash dividends.

         Triarc has applied to list its Class B Common Stock on the New York
Stock Exchange and expects that regular way trading in the Class B Common Stock
under the ticker symbol "TRY.B" will begin on September 5, 2003. The Class B
Common Stock is expected to begin trading on a "when-issued" basis on the New
York Stock Exchange under the ticker symbol "TRY.B wi" on or about August 19,
2003. During the "when-issued" period, which will end on the Class B Common
Stock distribution date (September 4, 2003), Triarc Class A Common Stock with
due bills (ticker symbol "TRY") will trade on the New York Stock Exchange.
Triarc Class A Common Stock without due bills


                                       2


(ticker symbol "TRY wi") will also trade on the New York Stock Exchange during
the "when-issued" period.

     A registration statement under the Securities Exchange Act of 1934, as
amended, will be filed with the Securities and Exchange Commission ("SEC").
Additionally, appropriate adjustments will be made for the stock dividend with
respect to the conversion feature of Triarc's recently issued 5% Convertible
Notes due 2023 (the "Convertible Notes") and with respect to all outstanding
options under Triarc's stock option plans. Following the stock dividend, each
Convertible Note (having a principal amount of $1,000) will be convertible into
25 shares of Class A Common Stock and 50 shares of Class B Common Stock. A
post-effective amendment to the registration statement under the Securities Act
of 1933, as amended, for the Convertible Notes and the shares of stock issuable
upon conversion of such notes will be filed with the SEC to cover the Class B
Common Stock. Until such post-effective amendment is declared effective by the
SEC, no such securities may be resold pursuant to the registration statement.

     Outstanding options will be exercisable for one share of Class A Common
Stock and two shares of Class B Common Stock. Option holders will be required to
exercise each outstanding option for Class A Common and Class B Common Stock at
the same time. Shares of Class B Common Stock have been reserved for both future
conversions of the Convertible Notes and exercises of stock options.

     On June 3, 2003 Triarc's stock repurchase program was extended until
January 18, 2005 and the amount available under the program was replenished to
permit the purchase of up to $50 million of Class A Common Stock. Today,


                                       3


the Board of Directors also approved the amendment of the stock repurchase
program to permit the Company to use the $50 million to also repurchase shares
of the Class B Common Stock following the issuance of the Class B Common Stock
on September 4, 2003.

     Commenting on today's dividend actions, Nelson Peltz, Triarc's Chairman and
Chief Executive Officer, said: "Given Triarc's strong balance sheet and recent
tax law changes, we believe it is the right time to declare an initial regular
quarterly cash dividend as an additional means of building shareholder value.
Declaring a cash dividend demonstrates the Board's confidence in the Company's
long-term growth opportunities and financial strength. We will also continue to
repurchase Triarc's common stock as market conditions warrant and to the extent
legally permissible. Since 1998, Triarc has repurchased approximately $340
million of its common stock including 9.9 million Class A common shares and
approximately 6.0 million shares of a prior class of previously outstanding
Class B common shares."

         Peltz added: "During our 30-year partnership, Peter May and I have
successfully utilized dual class structures and shareholders have benefited
equitably from these structures. At Triarc, we believe that a capital structure
utilizing two classes of common stock will enhance our flexibility as we respond
to future acquisition opportunities. In combination with our existing
significant cash and investment position and potential to leverage future
transactions, we believe that the Class B stock gives Triarc increased
flexibility to pursue value additive acquisitions."


                                       4


         Triarc is a holding company and through its subsidiaries, the
franchisor of the Arby's(R) restaurant system and, as of June 29, 2003, an
operator of 238 Arby's restaurants located in the United States.

                                      # # #

                                 Notes to Follow



                                       5



                             NOTES TO PRESS RELEASE

1.   The actual declaration and payment of quarterly cash dividends and the
     timing and amount thereof are in the sole discretion of the Board of
     Directors and there can be no assurance that quarterly cash dividends will
     be declared or paid in any subsequent quarters, or of the amount or timing
     of such dividends, if any.

2.   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," "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 which
     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 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, the following: competition, including
     pricing pressures, the potential impact of competitors' new units on sales
     by Arby's(R)restaurants and consumers' perceptions of the relative quality,
     variety and value of the food products offered; success of operating
     initiatives; development and operating costs; advertising and promotional
     efforts; brand awareness; the existence or absence of positive or adverse
     publicity; market acceptance of new product offerings; new product and
     concept development by competitors; changing trends in consumer tastes and
     preferences (including changes resulting from health or safety concerns
     with respect to the consumption of beef, french fries or other foods or the
     effects of food-borne illnesses) and in spending and demographic patterns;
     the business and financial viability of key franchisees; availability,
     location and terms of sites for restaurant development by the Company and
     its franchisees; the ability of franchisees to open new restaurants in
     accordance with their development commitments, including the ability of
     franchisees to finance restaurant development; delays in opening new
     restaurants or completing remodels; anticipated or unanticipated restaurant
     closures by the Company and its franchisees; the ability to identify,
     attract and retain potential franchisees with sufficient experience and
     financial resources to develop and operate Arby's restaurants; changes in
     business strategy or development


                                       6


     plans; quality of the Company's and franchisees' management; availability,
     terms (including changes in interest rates) and deployment of capital;
     business abilities and judgment of the Company's and franchisees'
     personnel; availability of qualified personnel to the Company and to
     franchisees; labor and employee benefit costs; availability and cost of
     energy, raw materials, ingredients and supplies; the potential impact that
     interruptions in the distribution of supplies of food and other products to
     Arby's restaurants could have on sales at Company-owned restaurants and the
     royalties that Arby's receives from franchisees; availability and cost of
     workers' compensation and general liability premiums and claims experience;
     changes in national, regional and local economic, market, business or
     political conditions in the countries and other territories in which the
     Company and its franchisees operate; changes in government regulations,
     including franchising laws, accounting standards, environmental laws,
     minimum wage rates and taxation requirements; the costs, uncertainties and
     other effects of legal, environmental and administrative proceedings; the
     impact of general economic conditions on consumer spending, including a
     slower consumer economy and the effects of war or terrorist activities;
     adverse weather conditions; and other risks and uncertainties affecting the
     Company and its subsidiaries detailed in the Company's Form 10-K for the
     fiscal year ended December 29, 2002 (see especially "Item 1. Business-Risk
     Factors" and "Item 7. Management's Discussion and Analysis of Financial
     Condition and Results of Operations"), and in our 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 our control. We will not undertake and specifically decline any
     obligation to publicly release the results of any revisions which may be
     made to any forward-looking statements to reflect events or circumstances
     after the date of such statements or to reflect the occurrence of
     anticipated or unanticipated events. 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.


                                       7

EX-99

                                                                    EXHIBIT 99.2
                                                                    ------------



                     NOTICE OF ADJUSTMENT OF CONVERSION RATE


         Reference is made to the Indenture, dated as of May 19, 2003 (the
"Indenture"), by and among Triarc Companies, Inc. ("Triarc") and Wilmington
Trust Company, as trustee, governing Triarc's 5% Convertible Notes due 2023 (the
"Notes").

         On August 11, 2003, the Board of Directors of Triarc declared a
dividend (the "Stock Dividend") on each outstanding share of its Class A Common
Stock, par value $0.10 per share, of two shares of a new series of Class B
Common Stock, Series 1, par value $0.10 per share (the "Class B Common Stock").
The Stock Dividend will be payable on September 4, 2003 to holders of record of
Class A Common Stock outstanding at the close of business on August 21, 2003
(the "Record Date").

         Pursuant to Section 14.05(d) of the Indenture, the Stock Dividend will
require either (i) an adjustment in the Conversion Rate or (ii) in lieu of such
adjustment in the Conversion Rate, that Triarc reserve the number of shares of
Class B Common Stock that the holders of Notes would have received if such
holders had converted their Notes into Class A Common Stock immediately prior to
the Record Date (the "Reservation Alternative").

         Pursuant to Sections 14.10 and 14.05(j) of the Indenture, notice is
hereby given that Triarc has elected to effect the Reservation Alternative, so
that any such holder converting Notes will receive upon such conversion, in
addition to the shares of Class A Common Stock to which such holder is entitled,
the number of shares of Class B Common Stock such holder would have received if
such holder had converted its Notes immediately prior to the Record Date.

         Please see the attached press release of Triarc Companies, Inc., dated
August 11, 2003, for additional information.



                                         TRIARC COMPANIES, INC.
Dated: August 11, 2003

                                         By: /s/ Stuart I. Rosen
                                             -----------------------------
                                             Stuart I. Rosen
                                             Senior Vice President and
                                             Secretary