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): October 19, 2007
TRIARC
COMPANIES, INC.
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(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-2207
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38-0471180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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280
Park Avenue
New
York, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(678)
514-4100
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(Former
Name or Former Address, if Changed Since Last Report)
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Not
applicable
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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
1.02. Termination of a Material Definitive Agreement.
On
October 22, 2007, Triarc Companies, Inc. (the “Company” or “Triarc”) announced
that it is continuing to explore with Deerfield Triarc Capital Corp. (“DFR”)
revised terms and conditions of the previously announced sale to DFR of
Deerfield & Company LLC (“Deerfield”), a Chicago-based fixed income asset
manager of which Triarc owns a controlling interest. DFR is a diversified
financial company that is externally managed by a subsidiary of Deerfield.
The
parties mutually terminated their April 19, 2007 agreement (the “Merger
Agreement”) on October 19, 2007. The related registration rights agreement dated
April 19, 2007 (the “Registration Rights Agreement”) terminated automatically
upon termination of the Merger Agreement. Triarc also
announced that it is also actively examining other options to realize the
value
of its ownership interest in Deerfield, including a sale of its interest
in
Deerfield to another buyer or a spin-off to Triarc’s shareholders. A copy of the
press release providing an update on the disposition of Deerfield and announcing
the termination of the Merger Agreement is filed as Exhibit 99.1 to this
Current
Report on Form 8-K and is incorporated herein by reference. The terms and
conditions of the Merger Agreement and the Registration Rights Agreement
are
described in more detail in Item 1.01 of Triarc’s Current Report on Form 8-K
filed on April 24, 2007, which is incorporated herein by reference.
Concurrently
with the termination of the Merger Agreement, the exercise by certain affiliates
of Gregory H. Sachs, a former director of Triarc and a director and the chairman
and chief executive officer of Deerfield, under a letter agreement dated
as of
May 25, 2007 (the “Put Exercise Agreement”) of their right to require Triarc to
purchase all of their interests in Deerfield (“put rights”) in connection with,
and subject to the consummation of, the proposed sale of Deerfield to DFR,
has
also terminated. Mr. Sachs’ affiliates continue to have certain put rights under
Deerfield’s existing operating agreement. In addition, Mr. Sachs’ resignation as
a director and as chairman and chief executive officer of Deerfield and its
subsidiaries, which was subject to the consummation of the merger, has been
deemed withdrawn and is no longer effective, as provided in the Put Exercise
Agreement. Thus, Mr. Sachs remains chairman and chief executive officer of
Deerfield and its subsidiaries. The terms and conditions of the Put Exercise
Agreement are described in more detail in Item 1.01 of Triarc’s Current Report
on Form 8-K filed on May 30, 2007, which is incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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99.1
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Press
release of Triarc Companies, Inc. dated October 22,
2007.
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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.
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TRIARC
COMPANIES, INC.
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By: /s/
NILS H.
OKESON
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Nils
H. Okeson
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Senior
Vice President,
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Associate
General Counsel and Secretary
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Dated:
October 25, 2007
EXHIBIT
INDEX
Exhibit Description
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99.1
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Press
release of Triarc Companies, Inc. dated October 22,
2007.
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