-----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, IhGTZGk/+gm5FgyQ2PzxliGJYOYmiFsuiso0mbNoXkQtnERmN46c9rNkE1J/EdGw vwB+132s792IAiPxw3i8/Q== 0000950142-06-000010.txt : 20060103 0000950142-06-000010.hdr.sgml : 20060102 20060103215515 ACCESSION NUMBER: 0000950142-06-000010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051229 FILED AS OF DATE: 20060103 DATE AS OF CHANGE: 20060103 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: 06504347 BUSINESS ADDRESS: BUSINESS PHONE: 212 451 3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: 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 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 4 1 form4-pmay122905_ex.xml FORM 4 X0202 4 2005-12-29 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 A Common Stock 2005-12-29 4 M 0 678047 A 3752205 D Class A Common Stock 2005-12-29 4 F 0 322815 D 3429390 D Class B Common Stock, Series 1 2005-12-29 4 M 0 1356088 A 4673371 D Class B Common Stock, Series 1 2005-12-29 4 F 0 645630 A 4027741 D Class A Common Stock 2005-12-29 4 M 0 69188 A 3498578 D Class A Common Stock 2005-12-29 4 F 0 47518 D 3451060 D Class B Common Stock, Series 1 2005-12-29 4 M 0 138376 A 4166117 D Class B Common Stock, Series 1 2005-12-29 4 F 0 95036 D 4071081 D Class A Common Stock 2005-12-29 4 G 0 37800 0 D 3413260 D Class B Common Stock, Series 1 2005-12-29 4 G 0 75550 0 D 3995531 D Phantom Stock 0 2005-12-29 4 M 0 678047 0 D 2008-01-02 Class A Common Stock 678047 0 D Phantom Stock 0 2005-12-29 4 M 0 1356088 0 D 2008-01-02 Class B Common Stock, Series 1 1356088 0 D Employee Stock Option 17.75 2005-12-29 4 M 0 69188 0 D 2009-12-22 Class B Common Stock, Series 1 69188 30812 D Employee Stock Option 16.78 2005-12-29 4 A 0 322815 0 A 2005-12-29 2009-01-01 Class A Common Stock 322815 322815 D Employee Stock Option 14.94 2005-12-29 4 A 0 645630 0 A 2005-12-29 2009-01-01 Class B Common Stock, Series 1 645630 645630 D Employee Stock Option 16.78 2005-12-29 4 A 0 47518 0 A 2005-12-29 2009-12-22 Class A Common Stock 47518 47518 D Employee Stock Option 14.94 2005-12-29 4 A 0 95036 0 A 2005-12-29 2009-12-22 Class B Common Stock, Series 1 95036 95036 D This Statement of Changes in Beneficial Ownership of Securities reflects transactions relating to: (i) the distribution to the reporting person of shares of Class A Common Stock and Class B Common Stock, Series 1, the receipt of which was previously deferred by the reporting person; (ii) the exercise of certain previously granted and vested stock options; (iii) the tendering and withholding of shares in consideration of exercise prices and withholding tax, respectively, in connection with the foregoing; and (iv) and the award of the stock options referred to herein. This Statement of Changes in Beneficial Ownership of Securities also reflects gifts of shares made by the reporting person. 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, then outstanding options under Triarc's equity participation plans and then outstanding phantom shares were adjusted so that each 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 and each outstanding phantom share became one phantom share of Class A Common Stock and two phantom shares of Class B Common Stock, Series 1. Phantom stock credited prior to August 11, 2003 was previously reported in respect of only Class A Common Stock. See also Note 8 below. Reflects the receipt of 144,318, 18,366, 400,614 and 114,749 shares of Class A Common Stock in respect of phantom stock credited to Mr. May's account on April 23, 2003, February 27, 2004, April 20, 2004 and November 29, 2004, respectively. Shares in respect of such phantom stock were scheduled to be distributed to Mr. May on January 2, 2008. The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005. 322,815 shares of Class A Common Stock and 645,630 shares of Class B Common Stock, Series 1, were withheld from the shares received in respect of such phantom stock to satisfy tax withholding obligations, based on a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 29, 2005. Reflects the receipt of 288,636, 36,726, 801,229 and 229,497 shares of Class B Common Stock, Series 1, in respect of phantom stock credited to Mr. May's account on April 23, 2003, February 27, 2004, April 20, 2004 and November 29, 2004, respectively. Shares in respect of such phantom stock were scheduled to be distributed to Mr. May on January 2, 2008. The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005. Reflects the acquisition of shares upon the exercise of employee stock options referred to in note (8) below. In connection with the exercise of the stock options reported herein, Mr. May tendered 26,320 shares of Class A Common Stock and 52,640 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 29, 2005, as payment of the exercise prices of such options. Additionally, Mr. May had withheld from the shares issued upon exercise of such stock options 21,198 shares of Class A Common Stock and 42,396 shares of Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 29, 2005, to satisfy tax withholding obligations in connection with such stock option exercise. This employee stock option was previously reported as an option to acquire 100,000 shares of Class A Common Stock at an exercise price of $17.75 per share, but was adjusted to reflect the stock dividend referred to in Note 2 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 option vested in three equal installments on December 22, 2000, 2001 and 2002. With tandem tax withholding rights. Exhibit List: Exhibit 24 /s/ Stuart I. Rosen, as attorney-in-fact for Peter W. May 2006-01-03 EX-24 2 ex_24form4-pmay122905.txt EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Brian L. Schorr and Stuart I. Rosen, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as (i) an officer, (ii) a director, and/or (iii) a 10% shareholder of Triarc Companies, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of March, 2004. /s/ Peter W. May ------------------------ Name: Peter W. May -----END PRIVACY-ENHANCED MESSAGE-----