form8k_010408.htm
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): December 28, 2007
TRIARC
COMPANIES, INC.
----------------------------------------------------------------------------------------------------
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
1-2207
|
|
38-0471180
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
| |
|
|
|
|
|
1155
Perimeter Center West
Atlanta,
Georgia
|
|
30338
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
| |
|
|
|
Registrant’s
telephone number, including area code:
|
|
(678)
514-4100
|
| |
|
|
|
(Former
Name or Former Address, if Changed Since Last Report):
|
|
N/A
|
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.
In
connection with its corporate
restructuring, Triarc Companies, Inc. (“Triarc”) entered into a two-year
transition services agreement dated as of April 30, 2007 (the “Services
Agreement”) with Trian Fund Management, L.P. (“Trian”). The terms and
conditions of the Services Agreement are described in more detail in Item 1.01
of Triarc’s Current Report on Form 8-K filed on May 1, 2007, which is
incorporated herein by reference.
Effective
as of December 28, 2007, Triarc and Trian entered into an amendment to the
Services Agreement providing for the payment by Triarc to Trian of additional
fees of $687,500 per quarter during 2008. The additional fees are
attributable to the unanticipated and extensive time commitment of Trian
personnel in connection with the provision of services under the Services
Agreement during 2007. This summary of the amendment is qualified in
its entirety by the terms of the amendment, a copy of which is filed as Exhibit
10.1 hereto and is incorporated herein by reference.
Also
in connection with its corporate
restructuring, and concurrent with entering into the Services Agreement, Triarc
entered into contractual settlements (the “Separation Agreements”) with its
Chairman and former Chief Executive Officer, Nelson Peltz, and its former
President and Chief Operating Officer, Peter W. May. The terms and
conditions of the Separation Agreements are described in more detail in Item
5.02 of Triarc’s Current Report on Form 8-K filed on May 1, 2007, which is
incorporated herein by reference.
Effective
as of December 28, 2007,
Triarc entered into amendments to the Separation Agreements. A
description of those amendments is set forth below under Item 5.02 and is
incorporated herein by reference.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Effective
as of December 28, 2007,
Triarc entered into amendments to the Separation Agreements. Under
the terms of the Separation Agreements, the full amounts that Triarc otherwise
would have been required to deposit into rabbi trusts for Messrs. Peltz and
May
in June 2007 were reduced by amounts equal to the aggregate estimated
withholding tax payments due at the time the funds were to be released to
Messrs. Peltz and May in late December 2007 (other than with respect to required
withholding in July 2007 for Medicare taxes). This accommodation
provided Triarc with additional operating liquidity during the six month period
between the date that Messrs. Peltz and May ceased serving as executive officers
of Triarc and the date that the funds were released from the rabbi trusts,
but
reduced the amount of funds that otherwise would have been in the rabbi trusts
and invested for the benefit of Messrs. Peltz and May. The amendments
provide for the payment to Messrs. Peltz and May of $1,096,752.06 and
$548,376.03, respectively, which is intended to represent an interest component
on the amounts that would have been included in the rabbi trusts but for
the funding accommodation. This summary of the amendments is
qualified in its entirety by the terms of the amendments, copies of which are
filed as Exhibits 10.2 and 10.3 hereto and are incorporated herein by
reference.
Item
9.01.Financial Statements and Exhibits.
(d) Exhibits
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/
NILS H.
OKESON
|
| |
Nils
H. Okeson
|
| |
Senior
Vice President,
|
| |
General
Counsel and Secretary
|
Dated:
January 4, 2008
EXHIBIT
INDEX
Exhibit Description