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): June 29, 2007
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
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(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))
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
(b) On June 29, 2007, Nelson Peltz and Peter W. May resigned as the
Chairman and Chief Executive Officer and President and Chief Operating Officer,
respectively, of Triarc Companies, Inc. ("Triarc" or the "Company"). Such
resignations were in accordance with the contractual settlements that they
entered into with Triarc in April 2007 (copies of which were filed by Triarc as
exhibits to Triarc's Current Report on Form 8-K dated April 30, 2007). Messrs.
Peltz and May will continue to serve on Triarc's Board of Directors, as
non-executive Chairman and Vice-Chairman, respectively, and remain large
shareholders of Triarc.
(c) Roland C. Smith, the Chief Executive Officer of Triarc's subsidiary,
Arby's Restaurant Group, Inc. ("ARG"), has been appointed Chief Executive
Officer of Triarc effective June 30, 2007. Mr. Smith, 52, has served as Chief
Executive Officer of ARG since April 2006 and as a member of Triarc's Board of
Directors since June 2007. Mr. Smith served as President and Chief Executive
Officer of ARG from April 2006 to June 2006. Mr. Smith served as President and
Chief Executive Officer of American Golf Corporation and National Golf
Properties from February 2003 to November 2005. Prior thereto, Mr. Smith served
as President and Chief Executive Officer of AMF Bowling Worldwide, Inc. from
April 1999 to January 2003. Mr. Smith served as President and Chief Executive
Officer of ARG's predecessor, Arby's, Inc., from February 1997 to April 1999.
Mr. Smith is currently a director of Carmike Cinemas, Inc.
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) Effective June 30, 2007, Triarc's Bylaws were amended to create the
non-executive positions of Chairman and Vice-Chairman of the Board and to
separate the positions of Chairman and Chief Executive Officer and of President
and Chief Operating Officer and to provide for the responsibilities of such
officers, including that the Chairman and if the Chairman is absent, the
Vice-Chairman, shall preside at all shareholder and Board of Directors meetings
and that the Chairman, the Vice-Chairman and the Chief Executive Officer may
call special meetings of the shareholders and of the Board of Directors. The
amendment also changes the officers that are to be appointed by the Board of
Directors at the organizational meeting that is to follow the annual meeting of
stockholders and the "other officers" that may be appointed by the Chief
Executive Officer. The position of Chairman Emeriti was deleted. A copy of the
Amended and Restated Bylaws is filed as Exhibit 3.1 to this Current Report on
Form 8-K.
9.01. Financial Statements and Exhibits.
(d) Exhibits 3.1 Amended and Restated Bylaws of Triarc Companies, Inc.,
effective June 30, 2007.
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 Rosen
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Stuart I. Rosen
Senior Vice President
and Secretary
Dated: July 3, 2007
EXHIBIT INDEX
Exhibit Description
3.1 Amended and Restated Bylaws of Triarc Companies, Inc., effective June
30, 2007.
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