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): May 21, 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))
Item 1.01. Entry into a Material Definitive Agreement.
Effective May 21, 2007, Arby's Restaurant Group, Inc.("ARG"), an indirect
wholly owned subsidiary of Triarc Companies, Inc. (the "Company"), Arby's
Restaurant Holdings, LLC, an indirect wholly owned subsidiary of the Company
("ARH" and, together with ARG, the "Borrowers"), and Triarc Restaurant Holdings,
LLC, an indirect wholly owned subsidiary of the Company ("Parent Guarantor"),
the lenders party thereto and Citicorp North America, Inc., as Administrative
Agent (the "Administrative Agent"), entered into Amendment No. 2 (the
"Amendment") to the Credit Agreement, dated as of July 25, 2005, among the
Borrowers, Parent Guarantor, the lenders party thereto, the Administrative Agent
and certain other parties.
The Amendment (i) increased the permitted maximum leverage ratios and
maximum lease adjusted leverage ratios through March 31, 2010; (ii) decreased
the minimum interest coverage ratio through December 28, 2008; and (iii)
increased maximum capital expenditures through January 3, 2010. The Amendment
also clarified that certain tax sharing payments may be made to ARH's direct or
indirect parents.
The above summary of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is filed as exhibit 10.1 hereto and
which is incorporated by reference into this Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
In connection with the previously reported corporate restructuring of the
Company, on May 23, 2007 the Performance Compensation Subcommittee of the Board
of Directors of the Company determined to vest at the close of business on June
29, 2007 the final one-third of the restricted stock awards made to certain
officers and employees of the Company on March 14, 2005, conditioned, in each
case, on the officer or employee not having resigned or been terminated by the
Company for "cause" prior to June 29, 2007. Such shares would otherwise have
vested on March 14, 2008 if certain performance targets were met or, if such
performance targets were not met, on March 14, 2010 if an additional performance
target was met. As a result of the foregoing, and subject to the foregoing
conditions, 39,762, 14,910 and 14,248 restricted shares of Class B Common Stock,
Series 1, previously granted to Messrs. Edward Garden, Brian Schorr and Francis
McCarron, respectively, will vest on June 29, 2007.
In addition, in connection with the corporate restructuring, on May 23,
2007 the Compensation Committee of the Board of Directors of the Company
determined to vest at the close of business on June 29, 2007 the final one-third
of the Class B Units of Triarc Deerfield Holdings, LLC ("TDH") and Jurl
Holdings, LLC ("Jurl"), subsidiaries of the Company, that were subscribed for by
certain officers of the Company in November 2005, conditioned, in each case, on
the officer not having resigned or been terminated by the Company for "cause"
prior to June 29, 2007. Such Class B Units would otherwise have vested on
February 15, 2008. As a result of the foregoing, and subject to the foregoing
conditions, Class B Units held by Messrs. Garden, Schorr and McCarron
representing the following percentages of the net income and investment gain
generated by TDH and Jurl (subject to a return of the Company's invested capital
and a preferred return) will vest on June 29, 2007: (A) TDH: Garden - 1.55%;
Schorr - 0.45%; and McCarron - 0.35%; and (B) Jurl: Garden - 0.75%; Schorr -
0.45%; and McCarron - 0.35%.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 2, dated as of May 21, 2007, to that certain Credit
Agreement, dated as of July 25, 2005, among Arby's Restaurant Group,
Inc., Arby's Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC,
Citicorp North America, Inc., as administrative agent for the Lenders and
the Issuers and as collateral agent for the Secured Parties, Bank of
America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication
agents for the Lenders and the Issuers, and Wachovia Bank, National
Association, Suntrust Bank and GE Capital Franchise Finance Corporation,
as co-documentation agents for the Lenders and the Issuers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
By: /s/STUART ROSEN
------------------------
Stuart I. Rosen
Senior Vice President and Associate
General Counsel, and Secretary
Dated: May 25, 2007
EXHIBIT INDEX
Exhibit Description
10.1 Amendment No. 2, dated as of May 21, 2007, to that certain Credit
Agreement, dated as of July 25, 2005, among Arby's Restaurant Group,
Inc., Arby's Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC,
Citicorp North America, Inc., as administrative agent for the Lenders and
the Issuers and as collateral agent for the Secured Parties, Bank of
America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication
agents for the Lenders and the Issuers, and Wachovia Bank, National
Association, Suntrust Bank and GE Capital Franchise Finance Corporation,
as co-documentation agents for the Lenders and the Issuers.