-----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, QKkCXRkDGpkpZ5E7HIRk5JNq8heCSLSVnciSehKb7hNo8KJDkgQWnnk21ySWiUpS Q58rXZV3ACXB4wYTv3TokA== 0000950142-04-001349.txt : 20040422 0000950142-04-001349.hdr.sgml : 20040422 20040422172018 ACCESSION NUMBER: 0000950142-04-001349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040420 FILED AS OF DATE: 20040422 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAY PETER W CENTRAL INDEX KEY: 0000928264 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 04748867 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212 451 3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 form4-pmay042004_ex.xml X0201 4 2004-04-20 0 0000030697 TRIARC COMPANIES INC TRY;TRY.B 0000928264 MAY PETER W TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK NY 10017 1 1 1 0 President and COO Class B Common Stock, Series 1 2004-04-20 4 J 0 2097156 A 2670799 D Class B Common Stock, Series 1 2004-04-20 4 F 0 2097156 D 573643 D Class A Common Stock 2004-04-20 4 M 0 689386 A 1023502 D Class B Common Stock, Series 1 2004-04-20 4 M 0 1378771 A 1952414 D Class A Common Stock 6024662 I By Limited Partnership Class B Common Stock, Series 1 4763434 I By Limited Partnership Employee Stock Option (right to buy) 20.125 2004-04-20 4 M 0 1090000 0 D 2004-04-21 Class A Common Stock 1090000 0 D Phantom Stock 0 2004-04-20 4 M 0 400614 0 A 2005-01-02 2005-01-02 Class A Common Stock 400614 400614 D Phantom Stock 0 2004-04-20 4 M 0 801229 0 A 2005-01-02 2005-01-02 Class B Common Stock, Series 1 801229 801229 D Distribution of shares by DWG Acquisition Group, L.P. ("DWG Acquisition") to Peter May, a general partner of DWG Acquisition, in connection with the payment of the exercise price for options to acquire shares of Class A Common Stock and Class B Common Stock, Series 1, of Triarc Companies, Inc. ("Triarc") that were exercised by Mr. May on April 20, 2004. See Table II. In connection with the exercise of the stock options referred to in Table II on April 20, 2004, Mr. May tendered 2,097,156 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class B Common Stock, Series 1, on April 20, 2004, as payment of the exercise price of such options. Mr. May elected to defer receipt of 400,614 shares of Class A Common Stock and 801,229 shares of Class B Common Stock, Series 1, until January 2, 2005 resulting in the accrual to his account of 400,614 shares of Phantom Stock and 801,229 shares of Phantom Stock respectively. This deferral is subject to further deferral by Mr. May under certain circumstances and subject to acceleration under certain other circumstances. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares are owned by DWG Acquisition, an entity in which Mr. May is a general partner. Includes shares of Class B Common Stock, Series 1, received in connection with the stock dividend referred to in Note 7 below. With tandem tax withholding rights. On August 11, 2003, Triarc declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common Stock and two shares of Class B Common Stock, Series 1. This employee stock option was previously reported as an option to acquire shares of Class A Common Stock at an exercise price of $20.125 per share, but was adjusted to reflect the stock dividend referred to in Note 7 above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. The stock option vested on October 21, 2003. One for one. /s/ Peter W. May 2004-04-22 -----END PRIVACY-ENHANCED MESSAGE-----