-----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, WzhruwD9BSmIHueImPQSUdvb7Nt0fv3SGdkh8hdjkLB/gHjJCW6yBfBS5TS57dpK DjO+Qq213kAm4ujIYIxY9Q== 0000950142-06-002404.txt : 20061226 0000950142-06-002404.hdr.sgml : 20061225 20061226161501 ACCESSION NUMBER: 0000950142-06-002404 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061221 FILED AS OF DATE: 20061226 DATE AS OF CHANGE: 20061226 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHORR BRIAN L CENTRAL INDEX KEY: 0001014055 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 061299054 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-3219 BUSINESS PHONE: 2122303000 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form4_bls122106ex.xml X0202 4 2006-12-21 0 0000030697 TRIARC COMPANIES INC TRY; TRY.B 0001014055 SCHORR BRIAN L TRIARC COMPANIES INC. 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 Exec. V.P. and General Counsel Class A Common Stock 2006-12-21 4 M 0 33333 A 183372 D Class B Common Stock, Series 1 2006-12-21 4 M 0 66666 A 406122 D Class A Common Stock 2006-12-21 4 M 0 50000 A 150039 D Class B Common Stock, Series 1 2006-12-21 4 M 0 100000 A 339456 D Class A Common Stock 2006-12-21 4 M 0 13891 A 100039 D Class B Common Stock, Series 1 2006-12-21 4 M 0 27782 A 239456 D Class A Common Stock 2006-12-21 4 M 0 33333 A 86148 D Class B Common Stock, Series 1 2006-12-21 4 M 0 66666 A 211674 D Class A Common Stock 2006-12-21 4 F 0 83932 21.45 D 52815 D Class B Common Stock, Series 1 2006-12-21 4 F 0 167864 19.55 D 145008 D Class A Common Stock 100 I By Minor Children Class B Common Stock, Series 1 400 I By Minor Children Employee Stock Option (right to buy) 17.75 2006-12-21 4 M 0 33333 0 D 2009-12-22 Class A Common Stock 33333 0 D Employee Stock Option (right to buy) 23.3125 2006-12-21 4 M 0 50000 0 D 2007-12-12 Class A Common Stock 50000 0 D Employee Stock Option (right to buy) 25.4375 2006-12-21 4 M 0 13891 0 D 2010-12-14 Class A Common Stock 13891 0 D Employee Stock Option (right to buy) 16.875 2006-12-21 4 M 0 33333 0 D 2009-03-15 Class A Common Stock 33333 0 D Employee Stock Option (right to buy) 21.45 2006-12-21 4 A 0 20646 0 A 2006-12-21 2009-12-22 Class A Common Stock 20646 20646 D Employee Stock Option (right to buy) 21.45 2006-12-21 4 A 0 33367 0 A 2006-12-21 2007-12-12 Class A Common Stock 33367 33367 D Employee Stock Option (right to buy) 21.45 2006-12-21 4 A 0 9524 0 A 2006-12-21 2010-12-14 Class A Common Stock 9524 9524 D Employee Stock Option (right to buy) 21.45 2006-12-21 4 A 0 20394 0 A 2006-12-21 2009-03-15 Class A Common Stock 20394 20394 D Employee Stock Option (right to buy) 19.55 2006-12-21 4 A 0 41292 0 A 2006-12-21 2009-12-22 Class B Common Stock, Series 1 41292 41292 D Employee Stock Option (right to buy) 19.55 2006-12-21 4 A 0 66734 0 A 2006-12-21 2007-12-12 Class B Common Stock, Series 1 66734 66734 D Employee Stock Option (right to buy) 19.55 2006-12-21 4 A 0 19048 0 A 2006-12-21 2010-12-14 Class B Common Stock, Series 1 19048 19048 D Employee Stock Option (right to buy) 19.55 2006-12-21 4 A 0 40790 0 A 2006-12-21 2009-03-15 Class B Common Stock, Series 1 40790 40790 D As a result of the special extraordinary cash dividends paid in 2006, on December 14, 2006, the Compensation Committee and the Performance Compensation Committee of the Board of Directors of Triarc determined to reduce the exercise price of each stock option that was granted prior to August 21, 2003 by $0.45 for each option outstanding at the opening of the market on each of February 15, 2006, June 29, 2006 and December 1, 2006, aggregating $1.35 per share. Accordingly, the reported exercise price of this stock option was reduced by $1.35 per share. 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 and 1998 Equity Participation Plans was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1. This employee stock option was previously reported as an option for 50,000 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. This employee stock option was previously reported as an option for 50,000 shares of Class A Common Stock at an exercise price of $23.3125 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. This employee stock option was previously reported as an option for 30,000 shares of Class A Common Stock at an exercise price of $25.4375 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. This employee stock option was previously reported as an option for 50,000 shares of Class A Common Stock at an exercise price of $16.875 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. 83,932 shares of Class A Common Stock and 167,864 shares of Class B Common Stock Series 1, were withheld from the shares issued upon exercise of the stock options reported herein 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 21, 2006, to satisfy the exercise prices and tax withholding obligations in connection with such stock option exercises. 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. With tandem tax withholding rights. The option vested in three equal installments on December 22, 2000, 2001 and 2002. The option vested in three equal installments on December 12, 1998, 1999 and 2000. The option vested in three equal installments on December 14, 2001, 2002 and 2003. The option vested in three equal installments on March 15, 2000 , 2001 and 2002. See Exhibit 24.1 /s/ Stuart I. Rosen, Attorney-in-Fact for Brian L. Schorr 2006-12-26 EX-24 2 ex24-1.txt EXHIBIT 24.1 EXHIBIT 24.1 ------------ 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 15th day of August, 2002. /s/ Brian L. Schorr -------------------------- Name: Brian L. Schorr -----END PRIVACY-ENHANCED MESSAGE-----