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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ______________.
COMMISSION FILE NUMBER 1-2207
------------------------
TRIARC COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 38-0471180
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 451-3000
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
--------------------------------------------- ---------------------------------
CLASS A COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
The aggregate market value of the outstanding shares of the
registrant's Class A Common Stock (the only class of the registrant's voting
securities) held by non-affiliates of the registrant was approximately
$358,034,994 as of April 15, 2001. There were 20,272,331 shares of the
registrant's Class A Common Stock and 1,999,207 shares of the registrant's Class
B Common Stock outstanding as of April 15, 2001.
PART III
Item 10. Directors and Executive Officers of the Registrant
(A) Identification of Directors
Certain information regarding each current director of Triarc
Companies, Inc. (the "Company" or "Triarc"), including his principal occupation
during the past five years and current directorships, is set forth below. Unless
otherwise indicated, all directors have had the indicated principal occupations
for the past five years.
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
----------------------------- ---------------------------------------------
Nelson Peltz................. Mr. Peltz has been a director and the Chairman and Chief
Executive Officer of the Company since April 1993. Since then,
he has also been a director or manager and officer of certain of
the Company's subsidiaries. He is also a general partner of DWG
Acquisition, whose principal business is ownership of securities
of the Company. From its formation in January 1989 to April
1993, Mr. Peltz was Chairman and Chief Executive Officer of
Trian Group, Limited Partnership ("Trian"), which provided
investment banking and management services for entities
controlled by Mr. Peltz and Mr. May. From 1983 to December 1988,
he was Chairman and Chief Executive Officer and a director of
Triangle Industries, Inc. ("Triangle"), which, through
wholly-owned subsidiaries, was, at that time, a manufacturer of
packaging products, copper electrical wire and cable and steel
conduit and currency and coin handling products. Mr. Peltz has
also served as a director of MCM Capital Group, Inc. since
February 1998. Mr. Peltz is 58 years of age.
Peter W. May................. Mr. May has been a director and the President and Chief
Operating Officer of the Company since April 1993. Since then,
he has also been a director or manager and officer of certain of
the Company's subsidiaries. He is also a general partner of DWG
Acquisition. From its formation in January 1989 to April 1993,
Mr. May was President and Chief Operating Officer of Trian. He
was President and Chief Operating Officer and a director of
Triangle from 1983 until December 1988. Mr. May has also served
as a director of MCM Capital Group, Inc. since February 1998 and
served as a director of Ascent Entertainment Group, Inc. from
June 1999 to April 2000 and of On Command Corporation from
February 2000 to April 2000. Mr. May is the father of Jonathan
P. May, a Senior Vice President of Triarc and Chairman of
Arby's, Inc., which does business as the Triarc Restaurant
Group. Mr. May is 58 years of age.
Hugh L. Carey................ Mr. Carey has been a director of the Company since June 1994. He
was an Executive Vice President of W.R. Grace & Co. ("Grace")
from 1987 to December 31, 1995. From 1993 to December 1995, he
served Grace as director of its Government Relations Division,
and from 1987 until 1993, he ran Grace's office of environmental
policy. Mr. Carey was the Governor of the State of New York from
1975 until 1983 and a member of Congress from 1960 until 1975.
From 1991 until 1993, he was Chairman of the National Institute
of Former Governors. Mr. Carey is also a director of China Trust
Bank, and Of Counsel to Winston & Strawn. Mr. Carey
is 82 years of age.
Clive Chajet................. Mr. Chajet has been a director of the Company since June 1994.
He has been Chairman of Chajet Consultancy, L.L.C., a consulting
firm specializing in identity and image management, since
January 1997. Prior to that time, Mr. Chajet was Chairman of
Lippincott & Margulies Inc., also a consulting firm specializing
in identity and image management, from 1983 to January 1997. Mr.
Chajet is 64 years of age.
Joseph A. Levato............. Mr. Levato has been a director of the Company since June 1996.
Mr. Levato served as Executive Vice President and Chief
Financial Officer of Triarc from April 1993 to August 1996. He
also served as Executive Vice President and Chief Financial
Officer of certain of Triarc's subsidiaries from April 1993 to
August 1996. Prior to April 1993, he was Senior Vice President
and Chief Financial Officer of Trian from January 1992 to April
1993. From 1984 to December 1988, he served as Senior Vice
President and Chief Financial Officer of Triangle. Mr. Levato is
60 years of age.
David E. Schwab II........... Mr. Schwab has been a director of the Company since October
1994. Mr. Schwab has been a Senior Counsel of Cowan, Liebowitz &
Latman, P.C., a law firm, since January 1, 1998. Prior to that
time, he was a partner of Schwab Goldberg Price & Dannay, a law
firm, for more than five years. Mr. Schwab also serves as
Chairman of the Board of Trustees of Bard College. Mr. Schwab is
70 years of age.
Jeffrey S. Silverman........... Mr. Silverman has been a director of the Company since May 1999.
Mr. Silverman has been Chairman and co-founder of LTS Capital
Partners, L.L.C., an investment firm, since August 1997, and
Chairman and Chief Executive Officer of Financial Performance
Corporation, an investment firm, since January 2000. From
January 1983 until August 1997, Mr. Silverman served as Chief
Executive Officer of PLY-GEM Industries, Inc., a home
improvement building products supplier, and he served as its
Chairman from February 1986 through August 1997. Mr. Silverman
is 55 years of age.
Raymond S. Troubh............ Mr. Troubh has been a director of the Company since June 1994.
He has been a financial consultant since prior to 1989. Mr.
Troubh is a director of ARIAD Pharmaceuticals, Inc., Diamond
Offshore Drilling, Inc., General American Investors Company,
Gentiva Health Services, Inc., Health Net, Inc., Starwood
Hotels & Resorts, Inc. and WHX Corporation. He is
also a trustee of Corporate Renaissance Group Liquidity
Trust, MicroCap Liquidating Trust and Petrie Stores
Liquidating Trust. Mr. Troubh is 75 years of age.
Gerald Tsai, Jr............... Mr. Tsai has been a director of the Company since October 1993.
Mr. Tsai is a private investor. From February 1993 to October
1997, he was Chairman of the Board, President and Chief
Executive Officer of Delta Life Corporation, a life insurance
and annuity company with which Mr. Tsai became associated in
1992. Mr. Tsai also serves as a director of Rite Aid
Corporation, Sequa Corporation, Zenith National Insurance
Corporation, Saks Incorporated and United Rentals Inc. He is a
trustee of Boston University, the Mount Sinai-NYU Medical Center
Board and the New York University School of Medicine Foundation
Board. Mr. Tsai is 72 years of age.
(B) IDENTIFICATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
executive officers of Triarc, all of whom are U.S. citizens.
NAME AGE POSITIONS
---- --- ---------
Nelson Peltz....................... 58 Director; Chairman and Chief Executive Officer
Peter W. May....................... 58 Director; President and Chief Operating
Officer
Michael C. Howe..................... 48 President and Chief Executive Officer of the
Triarc Restaurant Group
John L. Barnes, Jr. ................. 53 Executive Vice President and Chief Financial
Officer
Eric D. Kogan...................... 37 Executive Vice President -- Corporate
Development
Brian L. Schorr..................... 42 Executive Vice President, General Counsel, and
Assistant Secretary
Jonathan P. May................... 35 Senior Vice President; Chairman of the Triarc
Restaurant Group
Francis T. McCarron............. 44 Senior Vice President - Taxes
Jarrett B. Posner..................... 31 Senior Vice President - Corporate Finance
Stuart I. Rosen...................... 41 Senior Vice President and Associate General
Counsel, and Secretary
Fred H. Schaefer................... 56 Senior Vice President and Chief Accounting
Officer
Anne A. Tarbell.................... 42 Senior Vice President -- Corporate
Communications and Investor Relations
Set forth below is certain additional information concerning the persons listed
above (other than Messrs. Peltz and May, for whom such information has been
provided under "Nominees for Election" above).
Michael C. Howe has been the President and Chief Executive Officer of
the Triarc Restaurant Group since January 2001. From July 1999 to January 2001
he served as President and Chief Operating Officer of the Triarc Restaurant
Group and certain of its subsidiaries. From February 1997 to July 1999, Mr. Howe
was Senior Vice President, Operations of the Triarc Restaurant Group. From
August 1995 to February 1997, Mr. Howe was a Regional Vice President for the
Southeast Region of the Triarc Restaurant Group. He also served in a variety of
positions within the KFC Division of PepsiCo from July 1990 to August 1995
including Vice President, Restaurant Support. Prior to entering the restaurant
industry, Mr. Howe was employed for 12 years with Procter & Gamble in a number
of different positions within the sales management functions.
John L. Barnes, Jr. has been Executive Vice President and Chief
Financial Officer of Triarc and certain of its subsidiaries since March 1998 and
prior thereto was Senior Vice President and Chief Financial Officer of Triarc
since August 1996. From April 1996 to August 1996 Mr. Barnes was a Senior Vice
President of Triarc. Prior to April 1996, Mr. Barnes had served as Executive
Vice President and Chief Financial Officer of Graniteville Company, a textile
company (which was sold by the Company in April 1996) for more than five years.
Eric D. Kogan has been Executive Vice President -- Corporate
Development of Triarc and certain of its subsidiaries since March 1998 and prior
thereto was Senior Vice President -- Corporate Development of Triarc since March
1995. Prior to March 1995 Mr. Kogan was Vice President -- Corporate Development
of Triarc since April 1993. Prior thereto, Mr. Kogan was a Vice President of
Trian from September 1991 to April 1993. Mr. Kogan has also served as Chairman
and a director of MCM Capital Group, Inc. since February 1998.
Brian L. Schorr has been Executive Vice President and General Counsel
of Triarc and certain of its subsidiaries since June 1994. Prior thereto, Mr.
Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm
which he joined in 1982. That firm provides legal services to Triarc and its
subsidiaries.
Jonathan P. May has been Senior Vice President of Triarc and Chairman
of the Triarc Restaurant Group since January 2001. From July 1999 to January
2001 he served as Chief Executive Officer of the Triarc Restaurant Group and
certain of its subsidiaries. From 1996 to July 1999, Mr. May was Vice-President,
Concept Development of the Triarc Restaurant Group. From 1995 to 1996, Mr. May
was Vice President, Worldwide Planning of the Triarc Restaurant Group. Mr. May
was Director, Corporate Development of the Company from 1993 to 1995.
Previously, Mr. May was employed by McKinsey & Co., Inc. from September 1989 to
June 1991. Mr. May is the son of Peter W. May.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc
and certain of its subsidiaries since April 1993. Prior thereto, he was Vice
President -- Taxes of Trian from its formation in January 1989 to April 1993.
Jarrett B. Posner has been Senior Vice President - Corporate Finance of
Triarc and Senior Vice President of certain of its subsidiaries since November
16, 2000. Prior thereto, he was Vice President, Corporate Development of Triarc
since March 1998. Mr. Posner has held various corporate finance positions at
Triarc since May 1993.
Stuart I. Rosen has been Senior Vice President and Associate General
Counsel, and Secretary of Triarc and certain of its subsidiaries since November
16, 2000. From August 1994 to January 2001 he served as Vice President and
Associate General Counsel, and Secretary of Triarc and certain of its
subsidiaries. Prior thereto, he was associated with Paul, Weiss, Rifkind,
Wharton & Garrison since 1985.
Fred H. Schaefer has been Senior Vice President and Chief Accounting
Officer of Triarc and certain of its subsidiaries since November 16, 2000. From
April 1993 to January 2001 he served as Vice President and Chief Accounting
Officer of Triarc and certain of its subsidiaries. Prior thereto, he was Vice
President and Chief Accounting Officer of Trian from its formation in January
1989 to April 1993.
Anne A. Tarbell has been Senior Vice President -- Corporate
Communications and Investor Relations of Triarc, and Senior Vice President of
certain of its subsidiaries, since May 1998. From June 1995 to April 1998, Ms.
Tarbell was Vice President and Director -- Investor Relations of ITT Corporation
and served as Assistant Director -- Investor Relations of ITT Corporation from
August 1991 to May 1995.
The term of office of each executive officer is until the
organizational meeting of the Board following the next annual meeting of Triarc
stockholders and until his or her successor is elected and qualified or until
his or her prior death, resignation or removal.
(C) Identification of Certain Significant Employees
Not applicable.
(D) Family Relationships
Any family relationship between any director, executive officer or
person nominated or chosen by the Company to become a director or executive
officer is set forth in "Item 10(a)-Identification of Directors" and "Item
10(b)-Identification of Executive Officers." The information set forth in such
Items 10(a) and 10(b) is hereby incorporated herein in its entirety by
reference.
(E) Business Experience
The business experience of the executive officers who are also
directors of the Company is set forth in "Item 10(a) - Identification of
Directors" and the business experience of those executive officers who are not
also directors of the Company is set forth under "Item 10(b)--Identification of
Executive Officers." The directorships held by each director of the Company in
any company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to Section 15(d) of such
Act or any company registered as an investment
company under the Investment Company Act of 1940, as amended, is set forth in
Item 10(a). The information set forth in such Items 10(a) and 10(b) is hereby
incorporated herein in its entirety by reference.
(F) Involvement in Certain Legal Proceedings
To the best of the Company's knowledge, no current director or
executive officer of the Company has been involved during the past five years in
any legal proceedings required to be disclosed pursuant to Item 401(f) of
Regulation S-K of the Securities and Exchange Commission.
(G) Promoters and Control Persons
Not applicable.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Triarc's directors, executive officers, and persons
who own more than ten percent of Triarc's common stock, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Directors,
executive officers and greater than ten percent stockholders are required by SEC
regulations to furnish Triarc with copies of all Forms 3, 4 and 5 they file.
Based solely on Triarc's review of the copies of such forms it has
received, or written representations from certain reporting persons that no Form
5s were required for these persons, Triarc believes that all its directors,
executive officers, and greater than ten percent beneficial owners complied with
all filing requirements applicable to them with respect to 2000.
Item 11. Executive Compensation
Introduction to Summary Compensation Table
The Summary Compensation Table sets forth salary of, cash bonus awards,
deferred compensation awards as well as non-cash awards granted under the 1993
Equity Participation Plan (the "1993 Plan"), the 1998 Equity Participation Plan
(the "1998 Plan"), the 1999 Executive Bonus Plan and the Snapple Beverage Group,
Inc. 1997 Stock Option Plan (the "SBG Option Plan") with respect to the fiscal
year ended January 3, 1999, the fiscal year ended January 2, 2000, and the
fiscal year ended December 31, 2000 to Triarc's Chairman and Chief Executive
Officer, President and Chief Operating Officer and the other executive officers
of Triarc who constituted Triarc's most highly compensated executive officers
during fiscal 2000 (the "Named Officers").
Messrs. Peltz and May serve as directors and officers of Triarc and
several of its subsidiaries, and Messrs. Barnes, Kogan and Schorr serve as
officers of Triarc and officers and directors of several of its subsidiaries.
All compensation set forth in the Summary Compensation Table for Messrs. Peltz,
May, Barnes, Kogan and Schorr (other than the options granted in 1998 under the
SBG Option Plan) was paid by Triarc and represents amounts paid for services
rendered to Triarc and its subsidiaries. All non-cash awards granted to any
Named Officer were made by Triarc except for options granted in 1998 under the
SBG Option Plan and payments made with respect to those options. Additional
information with respect to the compensation arrangements for the Chairman and
Chief Executive Officer and the other Named Officers is set forth below under
"Certain Employment Arrangements with Executive Officers." No restricted stock
awards were made to any of the Named Officers during fiscal 1998, fiscal 1999,
or fiscal 2000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) COMPENSATION($)
--------------------------- ------ --------- -------- ---------------
Nelson Peltz ................. 2000 1,400,000 4,016,000 (2) 350,000 (6)
Chairman and Chief Executive 1999 933,333 5,554,350 (4) 300,034 (6)
Officer of Triarc 1998 1 -- 329,067 (6)
Peter W. May ................. 2000 977,794 1,508,000 (2) 106,000 (7)
President and Chief Operating 1999 800,000 2,664,650 (4) 148,285 (7)
Officer of Triarc 1998 1 -- 134,173 (7)
John L. Barnes, Jr. ......... 2000 448,526 1,025,000 (4) (8)
Executive Vice President and 1999 300,000 800,000 (5) (8)
Chief Financial Officer of 1998 300,000 585,000 (5) (8)
Triarc
Eric D. Kogan ................ 2000 448,526 1,025,000 (4) (8)
Executive Vice President -- 1999 300,000 800,000 (5) (8)
Corporate Development of 1998 285,583 595,417 (5) (8)
Triarc
Brian L. Schorr .............. 2000 450,417 1,025,000 (4) (8)
Executive Vice President and 1999 312,500 800,000 (5) (8)
General Counsel of Triarc 1998 312,500 585,000 (5) (8)
LONG TERM COMPENSATION
AWARDS PAYOUTS
SECURITIES
NAME AND PRINCIPAL UNDERLYING LTIP ALL OTHER
POSITION PERIOD OPTIONS/SARS(#)(1) PAYOUTS($) COMPENSATION($)
-------- ------ ------------------ ---------- ---------------
Nelson Peltz ................. 2000 300,000 -- 15,010,200(3)
Chairman and Chief Executive 1999 226,000(9) -- 8,800(12)
Officer of Triarc 1998 26,000(10) -- --
Peter W. May ................. 2000 150,000 -- 7,510,200(3)
President and Chief Operating 1999 113,000(9) -- 8,800(11)
Officer of Triarc 1998 13,000(10) -- --
John L. Barnes, Jr. ......... 2000 30,000 -- 10,200(11)
Executive Vice President and 1999 56,600(9) -- 8,800(11)
Chief Financial Officer of 1998 50,000 -- 7,200(11)
Triarc 6,600(10)
Eric D. Kogan ................ 2000 30,000 -- 10,200(11)
Executive Vice President -- 1999 56,600(9) -- 8,800(11)
Corporate Development of 1998 50,000 -- 7,200(11)
Triarc 6,600(10)
Brian L. Schorr .............. 2000 30,000 -- 13,574(12)
Executive Vice President and 1999 56,600(9) -- 12,787(12)
General Counsel of Triarc 1998 50,000 -- 11,187(12)
6,600(10)
---------
(1) Except as otherwise noted, all stock option grants were made pursuant to
the 1993 Plan or 1998 Plan. The option grants under the 1998 Plan with
respect to fiscal 1998 were made on March 15, 1999.
(2) Does not include special deferred compensation awarded to Messrs. Peltz and
May included under "All Other Compensation."
(3) Includes special deferred compensation of $15.0 million for Mr. Peltz and
$7.5 million for Mr. May that were awarded in connection with the
completion of certain transactions, payment of which were deferred until
January 2004 pursuant to the Deferral Plan for Senior Executive Officers of
Triarc Companies, Inc. described below. These amounts may be paid prior to
January 2004 under certain circumstances. See "Deferral Plan for Senior
Executive Officers of Triarc Companies, Inc." below. Also includes $10,200
for each of Mr. Peltz and Mr. May representing amounts contributed to a
401(k) plan by Triarc on their behalf.
(4) Includes special bonuses paid in connection with the completion of certain
transactions and payments made pursuant to the 1999 Executive Bonus Plan.
(5) Includes special bonuses paid in connection with the completion of certain
transactions.
(6) Includes imputed income of $268,767, $227,801 and $266,837 arising out of
the use of corporate aircraft in fiscal 2000, fiscal 1999 and fiscal 1998,
respectively.
(7) Includes imputed income of $33,225, $94,791 and $77,138 arising out of the
use of corporate aircraft in fiscal 2000, 1999 and 1998, respectively, fees
of $40,000 paid by Triarc on behalf of Mr. May for tax and financial
planning services in each of fiscal 2000, fiscal 1999 and fiscal 1998 and
$32,806 for other transportation related benefits for Mr. May in fiscal
2000.
(8) Perquisites and other personal benefits did not exceed the lesser of either
$50,000 or 10% of the total annual salary and bonus reported under the
headings of "Salary" and "Bonus."
(9) Includes 26,000, 13,000, 6,600, 6,600 and 6,600 options granted in 1998
under the SBG Option Plan to Messrs. Peltz, May, Barnes, Kogan and Schorr,
respectively, the exercise prices of which were equitably adjusted in 1999.
(See footnote 1 to "Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values" below.)
(10) Represents grants of options made pursuant to the SBG Option Plan which
were equitably adjusted in 1999. See footnote (8) above.
(11) Represents amounts contributed to a 401(k) plan by Triarc on behalf of the
Named Officer.
(12) Includes $10,200, $8,800 and $7,200 contributed to a 401(k) plan by Triarc
on behalf of Mr. Schorr in fiscal 2000, 1999 and 1998, respectively, and
$3,374, $3,987 and $3,987 of other compensation paid by Triarc in an amount
equal to premiums for life insurance in fiscal 2000, fiscal 1999 and fiscal
1998, respectively.
Compensation of Directors
Each non-management director of the Company receives an annual retainer
of $30,000 for serving on the Board. In addition, each non-management director
of the Company also receives $1,500 for each meeting of the Board or of a
committee (or subcommittee) of the Board that such director attends. Under the
1998 Plan, each non-management director may elect to have all or a portion of
the annual retainer and these fees paid in shares of Class A Common Stock rather
than in cash. See "Executive Compensation -- Certain Employment Arrangements
with Executive Officers" below for certain information relating to compensation
of the Company's management directors.
In addition, pursuant to the 1998 Plan, each director of the Company
who is not also an employee of the Company or any subsidiary receives options to
purchase 15,000 shares of Class A Common Stock on the date of such director's
initial election or appointment to the Board of Directors. On the date of each
subsequent annual meeting of stockholders of the Company at which a director is
reelected, such director receives options to purchase 4,000 shares of Class A
Common Stock.
For information concerning certain (i) litigation involving certain
current and former directors and (ii) fees paid to certain current and former
directors of Triarc and related matters, see "Item 3. Legal Proceedings" in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, which information is incorporated by reference herein.
Certain Employment Arrangements with Executive Officers
Nelson Peltz and Peter W. May. Employment agreements were entered into
by the Company and Messrs. Peltz and May, effective as of May 1, 1999. The
agreements provide for a five year term through April 30, 2006, unless otherwise
terminated as provided therein, with automatic annual one year renewals unless
either the Company or the executive gives written notice not later than 180 days
preceding the date of any such extension that such party does not wish to extend
the term. The agreements provide for annual base salaries of $1,400,000 per year
for Mr. Peltz and $1,200,000 per year for Mr. May, subject to increase but not
decrease from time to time. In addition, the executives will receive an annual
bonus for each fiscal year at least equal to the Formula Bonus Award actually
earned under the stockholder approved 1999 Executive Bonus Plan; provided that
the Board of Directors (including the Performance Compensation Subcommittee (the
"Performance Committee") of the Triarc Board of Directors) may award
Performance Goal Bonus Awards under the stockholder approved 1999 Executive
Bonus Plan and additional bonuses in its discretion. In the event employment is
terminated by the Company without "cause," or by the executive for "good reason"
(as each such term is defined in the agreements), or at the executive's option
following a "change of control," the agreements provide that each executive will
be entitled to receive within ten days of termination, among other things, an
amount equal to the sum of: (i) the executive's then current base salary through
the date of termination, any bonus amounts payable, and accrued vacation pay;
(ii) the executive's then current base salary through the remainder of the
employment term; (iii) five times the highest bonus as calculated under the
agreements; and (iv) five
times the sum of Company contributions paid or accrued on the executive's behalf
to any defined contribution retirement plans during the year preceding
termination. In addition, the executives will be entitled to receive a pro rata
bonus for the year in which the termination occurs. "Change of control" would
generally include the following events: (i) a majority of the Company's
directors being replaced; (ii) any person, defined in the Securities Exchange
Act of 1934, as amended, acquires 50% or more of the combined voting power of
the Company's voting securities; (iii) a sale of all or substantially all of the
assets of the Company; (iv) a merger or similar transaction that requires
stockholder approval, unless the Company's stockholders continue to own 50% or
more of the combined voting power of the resulting entity's voting securities;
(v) the Company's stockholders approve a plan of complete liquidation or
dissolution of the Company; or (vi) such other events as may be designated by
the Board of Directors. Under the agreements, in the event that any benefit paid
to Messrs. Peltz and May becomes subject to excise tax imposed under Section
4999 of the Internal Revenue Code, the Company will indemnify Messrs. Peltz and
May so that after payment of such excise taxes, Messrs. Peltz and May will be in
the same after-tax position as if no excise tax had been imposed. The agreements
also provide that in the event that employment is terminated without "cause" by
the Corporation, by Messrs. Peltz or May for "good reason," or under other
specified circumstances (including a change of control), all non-vested stock
options and other non-vested stock or stock-based awards then owned by the
executives will, subject to certain limitations, vest immediately and (i)
subject to certain limitations, all of such awards granted on or after February
24, 2000 and (ii) all of the Company stock options granted before February 24,
2000 with an exercise price greater than $17.6875 per share (the closing price
of the Company's common stock on such date), will remain exercisable until the
earlier of one year following termination or the award's stated expiration date.
John L. Barnes, Jr., Eric D. Kogan and Brian L. Schorr. Each of Messrs.
Barnes, Kogan and Schorr, the Company's Executive Vice President and Chief
Financial Officer, Executive Vice President - Corporate Development and
Executive Vice President and General Counsel, respectively, are parties to
employment agreements with the Company entered into effective as of February 24,
2000. The agreements provide for a three year term, unless otherwise terminated
as provided therein, with automatic annual one year renewals unless either the
Company or the employee gives written notice not later than 180 days preceding
the date of any such extension that such party does not wish to extend the term.
The agreements provide for annual base salaries of $475,000 per year, subject to
increase but not decrease from time to time. In addition, the executives are
eligible to receive bonuses during each of the Company's fiscal years from time
to time as appropriate, in the sole discretion of the Company, and to
participate in the 1999 Executive Bonus Plan. In the event employment is
terminated by the Company without "cause," or by an executive for certain
specified reasons (including following a "change of control" or for "good
reason"), the agreements provide that each executive will be entitled to receive
within ten days of termination, among other things, an amount equal to the sum
of: (i) the executive's then current base salary through the date of
termination, any bonus amounts payable, accrued vacation pay, and two and
one-half times the sum of Company contributions paid or accrued on the
executive's behalf to any defined contribution retirement plans during the year
preceding termination; (ii) the executive's then current salary through the
remainder of the employment term (but in no event for more than two and one-half
years); and (iii) two and one-half times the highest bonus, as calculated under
the agreements. In addition, the executives will be entitled to receive a pro
rata bonus for the year in which the termination occurs. Under the agreements,
in the event that any benefit paid to Messrs. Barnes, Kogan or Schorr becomes
subject to excise tax imposed under Section 4999 of the Internal Revenue Code,
the Company will indemnify Messrs. Barnes, Kogan and Schorr so that after
payment of such excise taxes, Messrs. Barnes, Kogan and Schorr will be in the
same after-tax position as if no excise tax had been imposed. The agreements
also provide that in the event that employment is terminated without "cause" by
the Company, by Messrs. Barnes, Kogan or Schorr for "good reason," or under
other specified circumstances (including a change of control), all non-vested
stock options and other non-vested stock or stock-based awards of the Company or
any subsidiary then owned by the executives will, subject to certain
limitations, vest immediately and (i) all of such awards granted on or after
February 24, 2000 and (ii) all of the Company stock options granted before
February 24, 2000 with an exercise price greater than $17.6875 per share (the
closing price of the Company's common stock on such date), will remain
exercisable until the earlier of one year following termination or the award's
stated expiration date.
1999 EXECUTIVE BONUS PLAN
The Company's 1999 Executive Bonus Plan is designed to provide
incentive compensation for designated executive officers and key employees of
the Company and its subsidiaries that is directly related to the financial
performance of the Company. The plan was approved by the Company's stockholders
on September 23, 1999. The 1999 Executive Bonus Plan, which is effective as of
May 3, 1999, provides for two types of bonuses to be awarded to designated
participants: "Formula Bonus Awards" and "Performance Goal Bonus Awards".
Formula Bonus Awards are
based solely on the Company's operating performance using certain predetermined
factors outlined in the plan. Performance Goal Bonus Awards are based on the
Company achieving certain performance goals which are established annually by
the Performance Committee, based on specific categories of criteria set forth
in the 1999 Executive Bonus Plan. Such criteria include the successful
completion of acquisitions, dispositions, recapitalizations, financings and
refinancings, return on the Company's investment portfolio and other market and
operating performance measures, including, among other things, earnings per
share, market share, margins, productivity improvement and stock price. The
Performance Committee establishes the performance goals as to each participant
for each plan year and, if more than one performance goal is established, the
weighting of the performance goals. Messrs. Peltz and May are eligible to
receive Formula Bonus Awards and each of Messrs. Peltz, May, Barnes, Kogan and
Schorr has been designated by the Performance Committee as being eligible to
receive a Performance Goal Bonus Award under the 1999 Executive Bonus Plan for
plan year 2001. Performance Goal Bonus Awards may not exceed $5,000,000 to any
single participant for any plan year. The Performance Committee may, in its sole
and absolute discretion, adjust or modify the calculation of the performance
goals in certain circumstances. In addition, the 1999 Executive Bonus Plan
provides that the Performance Committee may reduce or eliminate a Performance
Goal Bonus Award even if certain performance goals have been achieved if the
Performance Committee, in its sole discretion, determines to do so. The
Performance Committee may also amend, suspend, or terminate the 1999 Executive
Bonus Plan or any portion thereof at any time; provided that no such amendment
or alteration shall be made that would impair the rights of any participant
without the participant's consent. Payments of awards under the 1999 Executive
Bonus Plan are intended to be exempt from the tax deduction limitation of
Section 162(m) of the Internal Revenue Code, which generally limits deductions
for compensation paid to senior executive officers to $1.0 million per year.
DISCRETIONARY BONUSES
From time to time, the Compensation Committee of the Triarc Board may
award discretionary or special bonuses or deferred compensation based on
performance to certain executive officers. The amounts of such bonuses or
deferred compensation will be based on the Compensation Committee's evaluation
of each such individual's contribution.
DEFERRAL PLAN FOR SENIOR EXECUTIVE OFFICERS OF TRIARC COMPANIES, INC.
The Deferral Plan for Senior Executive Officers of Triarc Companies,
Inc. (the "Deferral Plan") was approved by the Compensation Committee of the
Board of Directors effective December 14, 2000. Pursuant to the Deferral Plan,
the Company establishes one or more bookkeeping accounts to reflect bonuses
awarded to participants the payment of which has been deferred. These accounts
are adjusted from time to time for earnings and investment gains and losses.
Deferred bonus accounts for each participant are deemed invested in certain
approved investments selected by the participant or an investment manager
chosen by the Company and reasonably acceptable to the participant. The Company
may replicate any deferred bonus account in a trust, in which event the value
of the deferred bonus account on the books of the Company will be equal to the
value of the actual approved investments related to such account in the trust.
A participant may receive the value of a deferred bonus account, in cash or
approved investments, or any combination thereof, from the Company upon the
earliest of: (i) the first business day in January of the fourth calendar year
following the calendar year in which the related bonus was awarded to the
participant; (ii) no later than five business days following the participant's
"separation from service" (as defined in the Deferral Plan) and (iii) such time
as the payment would be deductible by the Company for Federal income tax
purposes without regard to the limitation of Section 162(m) of the Internal
Revenue Code of 1986, as amended. On or before the June 30 preceding the
payment date specified in clause (i) above, a participant may elect to defer
such date for up to three additional whole years. A participant may make such
an election more than one time. Although a participant is at all times fully
vested in his or her deferred bonus accounts, participants have the status of
general unsecured creditors of the Company with respect the Company's obligation
to make payment to them under the Deferral Plan and any assets contained in a
trust formed under the Deferral Plan are subject to claims by creditors of the
Company. As of April 15, 2001, deferred bonus accounts have been established
for Messrs. Peltz and May.
1993 EQUITY PARTICIPATION PLAN
The 1993 Plan, which expired on April 24, 1998, provided for the grant
of options to purchase Class A Common Stock, stock appreciation rights ("SARs"),
restricted shares of Class A Common Stock and, to non-employee directors of
Triarc, at their option, shares of Class A Common Stock in lieu of annual
retainer fees and/or Board of Directors or committee meeting attendance fees
("Fees") that would otherwise be payable in cash. Directors, selected officers
and key
employees of, and key consultants to, Triarc and its subsidiaries were eligible
to participate in the 1993 Plan. A maximum of 10,000,000 shares of Class A
Common Stock (subject to certain adjustments) were authorized to be delivered by
the Company pursuant to options, SARs and restricted shares granted under the
1993 Plan. As of April 15, 2001, options to acquire a total of 5,599,169 shares
of Class A Common Stock were outstanding under the 1993 Plan. The plan is
administered by the Performance Committee.
1998 EQUITY PARTICIPATION PLAN
The 1998 Plan was approved by Triarc's Board of Directors on March 10,
1998 and was approved by the stockholders on May 6, 1998. The 1998 Plan replaced
the 1993 Plan which expired on April 24, 1998. The 1998 Plan provides for the
granting of stock options, SARs and restricted stock to officers and key
employees of, and consultants to, Triarc and its subsidiaries and affiliates.
The 1998 Plan provides for automatic awards of options to non-employee directors
of Triarc and permits non-employee directors to elect to receive all or a
portion of their Fees in shares of Class A Common Stock. Subject to certain
antidilution adjustments, a maximum of 5,000,000 aggregate shares of Class A
Common Stock may be granted on the exercise of options or SARs or upon a
director's election to receive Fees in Triarc shares pursuant to the 1998 Plan.
In addition, the maximum number of shares of Class A Common Stock that may be
granted to any individual in a calendar year is 1,000,000 shares. As of April
15, 2001, options to acquire 2,067,332 shares of Class A Common Stock were
outstanding under the 1998 Plan. The 1998 Plan is administered by the
Performance Committee. The term during which awards may be granted under the
1998 Plan will expire on April 30, 2003.
1997 EQUITY PARTICIPATION PLAN
The 1997 Equity Participation Plan (the "1997 Plan") was approved by
the Executive Committee of the Board of Directors on December 11, 1997 and
provides for the granting of stock options to purchase shares of Class A Common
Stock. Participants in the 1997 Plan are limited to selected key employees and
consultants of Triarc, its subsidiaries and affiliates who are important to the
success and growth of the Company, its subsidiaries and affiliates, but who are
not "directors," "executive officers" or "officers" of Triarc. A total of
500,000 shares of Class A Common Stock are reserved for issuance under the 1997
Plan. As of April 15, 2001, options to acquire 355,084 shares of Class A Common
Stock were outstanding under the 1997 Plan. The 1997 Plan is administered by the
Compensation Committee. The term during which options may be granted under the
1997 Plan expires on December 11, 2002.
SNAPPLE BEVERAGE GROUP, INC. 1997 STOCK OPTION PLAN
The SBG Option Plan was adopted in August 1997 and amended in May 1999,
and provided for the grant of options to acquire common stock of Snapple
Beverage Group, Inc. ("SBG") which, prior to its sale in October 2000, was a
99.9% owned subsidiary of the Company. Key employees, officers, directors and
consultants of SBG and its subsidiaries and affiliates, and of Triarc and its
other subsidiaries and affiliates, were eligible to participate in the SBG
Option Plan. All of the 149,284 outstanding options remained the responsibility
of SBG following the completion of the sale of the Snapple Beverage Group to
Cadbury Schweppes plc. The Company has been advised that all of such options
were either exercised subsequent to the sale of the Snapple Beverage Group or,
in the case of certain employees of SBG, exchanged for the right to receive
shares of Cadbury Schweppes plc. The SBG Option Plan was administered by the
Performance Committee.
OPTIONS GRANTED IN FISCAL 2000
The following table sets forth certain information with respect to
options to purchase shares of Class A Common Stock granted to the Named Officers
in the fiscal year ended December 31, 2000. No SARs were granted to any of the
Named Officers.
OPTION GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE) DATE VALUE(3)
---- ------------- -------------- ------------- ---- --------
Nelson Peltz................ 300,000 29.00% $25.4375 12/14/10 $2,778,000
Peter W. May.............. 150,000 15.00% $25.4375 12/14/10 $1,389,000
John L. Barnes, Jr. ...... 30,000 3.00% $25.4375 12/14/10 $277,800
Eric D. Kogan............ 30,000 3.00% $25.4375 12/14/10 $277,800
Brian L. Schorr............ 30,000 3.00% $25.4375 12/14/10 $277,800
---------
(1) All options granted to Named Officers during 2000 were granted under
the 1998 Plan. One third of the options granted under the 1998 Plan
will vest on each of the first, second and third anniversaries of the
date of grant and the options will be exercisable at any time between
the date of vesting and the tenth anniversary of the date of grant. The
option agreements evidencing options to purchase shares of Class A
Common Stock awarded to directors of Triarc, the Chairman and Chief
Executive Officer, the President and Chief Operating Officer, and all
officers of Triarc at the level of Senior Vice President or above
provide that the options may be transferred by the optionee pursuant to
a domestic relations order or to certain permitted transferees.
(2) The percentages are based on the aggregate number of options granted
in fiscal 2000 to purchase Class A Common Stock.
(3) These values were calculated using a Black-Scholes option pricing
model. The actual value, if any, that an executive may realize will
depend on the excess, if any, of the stock price over the exercise
price on the date the options are exercised, and no assurance exists
that the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The following assumptions were
used to calculate the present value of the option grants with respect
to Class A Common Stock:
(a) assumed option term of seven years;
(b) stock price volatility factor of .2006;
(c) annual discount rate of 5.19%; and
(d) no dividend payment.
These estimated option values, including the underlying assumptions
used in calculating them, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and involve risks, uncertainties and other
factors which may cause the actual value of the options to be
materially different from those expressed or implied herein.
For those statements, Triarc claims the protection of the safe-harbor
for forward-looking statements contained in the Reform Act.
OPTION VALUES AT END OF FISCAL 2000
The following table sets forth certain information concerning each
exercise of options by the Named Officers during fiscal 2000, as well as the
value as of December 31, 2000 of unexercised in-the-money options to purchase
shares of Class A Common Stock granted to the Named Officers and outstanding as
of the end of fiscal 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED VALUE 2000(#) 2000($)(2)
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($)(1) UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------- -------------
Nelson Peltz
Triarc Options(3).......... -0- -0- 1,456,667/2,533,333 11,975,711/9,529,165
SBG Options................ 26,000 21,300,200 0/0 0/0
Peter W. May
Triarc Options(3).......... -0- -0- 968,333/1,616,667 8,009,165/6,208,336
SBG Options................ 13,000 10,650,100 0/0 0/0
John L. Barnes, Jr.
Triarc Options............. 210,000 2,543,950 83,334/96,666 278,130/462,495
SBG Options................ 6,600 5,406,974 0/0 0/0
Eric D. Kogan
Triarc Options............. 262,334 2,774,255 50,000/96,666 46,875/462,495
SBG Options................ 6,600 5,406,974 0/0 0/0
Brian L. Schorr
Triarc Options............. 278,334 3,124,268 50,000/96,666 46,875/462,495
SBG Options................ 6,600 5,406,974 0/0 0/0
---------
(1) "Value Realized" for the Triarc Options exercised is the difference
between the exercise price and the market price on the exercise date,
multiplied by the number of options exercised. The SBG Options remained
the responsibility of SBG following its sale to Cadbury Schweppes plc. The
Company has been advised that all of such options were exercised
subsequent to the sale of SBG. Accordingly, "Value Realized" for the SBG
options represents the net proceeds received by these executives from SBG.
(2) On December 29, 2000 (the last trading day during fiscal 2000), the
closing price of Class A Common Stock on the New York Stock Exchange was
$24.25 per share.
(3) The information contained in this chart includes 465,000 unexercisable
options (having a value of $1,918,125 at December 29, 2000) that were
surrendered by Mr. Peltz in March 2001 and 310,000 unexercisable options
(having a value of $1,278,750 at December 29, 2000) that were surrendered
by Mr. May in March 2001. (See "Item 13. Certain Relationships and Related
Transactions," below.)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Levato was appointed to the Compensation Committee of the Board of
Directors in July 1997. Mr. Levato has been a director of the Company since July
1996 and retired as Executive Vice President and Chief Financial Officer of the
Company in August 1996. Mr. Levato is not a member of the Performance Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership as of April 15,
2001 by each person known by the Company to be the beneficial owner of more than
5% of the outstanding shares of Class A Common Stock (constituting the only
class of voting capital stock of the Company), each director of the Company and
nominee for director of the Company who has such ownership, each executive
officer whose name appears in the Summary Compensation Table above (the "Named
Officers") who was an executive officer of the Company as of April 15, 2001 and
all directors and executive officers as a group. Except as otherwise indicated,
each person has sole voting and dispositive power with respect to such shares.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
DWG Acquisition Group, L.P. ...................... 5,982,867 shares(1) 29.5%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ..................................... 7,490,234 shares(1)(2)(3) 34.5%
280 Park Avenue
New York, NY 10017
Peter W. May ..................................... 6,997,900 shares(1)(2) 32.9%
280 Park Avenue
New York, NY 10017
Lockheed Martin Investment
Management Company............................ 1,763,863 shares(4) 8.7%
6705 Rockledge Drive
Bethesda, MD 20817-1814
Neuberger Berman Inc.
Neuberger Berman, LLC............................. 1,232,875 shares(5) 6.1%
605 Third Avenue
New York, NY 10158
Hugh L. Carey..................................... 45,393 shares *
Clive Chajet...................................... 36,300 shares(6) *
Joseph A. Levato.................................. 50,875 shares *
David E. Schwab II................................ 35,644 shares *
Jeffrey S. Silverman.............................. 58,789 shares *
Raymond S. Troubh................................. 48,500 shares *
Gerald Tsai, Jr. ................................. 48,684 shares *
John L. Barnes, Jr. .............................. 104,001 shares *
Eric D. Kogan..................................... 80,667 shares *
Brian L. Schorr................................... 72,957 shares(7) *
Directors and Executive Officers as a group
(19 persons).................................... 9,377,078 shares 40.0%
---------
* Less than 1%
(1) The Company is informed that DWG Acquisition has pledged such shares to a
financial institution on behalf of Messrs. Peltz and May to secure loans
made to them.
(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
Mr. May are the sole general partners.
(3) Includes 21,200 shares owned by a family trust of which Mr. Peltz is a
trustee and 2,600 shares owned by minor children of Mr. Peltz. Mr. Peltz
disclaims beneficial ownership of these shares.
(4) The information set forth herein with respect to Lockheed Martin
Investment Management Company ("Lockheed Martin") is based solely on
information contained in a Schedule 13G/A filed with the SEC on February
8, 2001 pursuant to the Exchange Act. Lockheed Martin is deemed to be the
beneficial owner of 1,763,863 shares of Class A Common Stock. Lockheed
Martin has sole voting and dispositive power over these shares. Lockheed
Martin Master Retirement Trust, of which Lockheed Martin is the named
fiduciary and investment adviser, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
shares beneficially owned by Lockheed Martin in an amount exceeding 5%.
(5) The information set forth herein with respect to Neuberger Berman, LLC
("Neuberger LLC") and Neuberger Berman, Inc. (the parent holding company
of Neuberger LLC, "Neuberger Inc.") is based solely on information
contained in a Schedule 13G/A filed with the Securities and Exchange
Commission (the "SEC") on February 6, 2001 pursuant to the Exchange Act.
Neuberger LLC and Neuberger Berman Management Inc. ("Neuberger
Management"), serve as sub-adviser and investment manager, respectively,
of Neuberger Inc.'s various mutual funds. Neuberger LLC and Neuberger
Management are deemed to be beneficial owners of 1,232,875 shares of Class
A Common Stock. These shares are included as shares over which Neuberger
LLC and Neuberger Management have shared voting and dispositive power.
Neuberger LLC and Neuberger Management disclaim beneficial ownership of an
additional 86,000 shares of Class A Common Stock owned by employees in
their own personal securities accounts.
(6) Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares Mr.
Chajet disclaims beneficial ownership.
(7) Includes 100 shares owned by a minor child of Mr. Schorr, as to which
Mr. Schorr disclaims beneficial ownership.
-------------------
The above beneficial ownership table includes options to purchase
shares of Class A Common Stock which have vested or will vest within 60 days of
April 15, 2001 by the following persons:
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER REPRESENTED BY OPTIONS
------------------------ ----------------------
Nelson Peltz................................................ 1,456,667 shares
Peter W. May................................................ 968,333 shares
Hugh L. Carey............................................... 28,500 shares
Clive Chajet................................................ 28,500 shares
Joseph A. Levato............................................ 37,500 shares
David E. Schwab II.......................................... 28,500 shares
Jeffrey S. Silverman........................................ 16,500 shares
Raymond S. Troubh........................................... 28,500 shares
Gerald Tsai, Jr. ........................................... 31,500 shares
John L. Barnes, Jr. ........................................ 100,001 shares
Eric D. Kogan............................................... 66,667 shares
Brian L. Schorr............................................. 66,667 shares
Directors and Executive Officers as a group
(19 persons).............................................. 3,145,834 shares
The beneficial ownership table does not include 1,999,207 shares of
Triarc's non-voting Class B Common Stock owned as of April 15, 2001 by entities
controlled by Victor Posner (collectively, the "Posner Entities"). In August
1999, Triarc entered into a definitive agreement with the Posner Entities to
acquire all of the Class B Common Stock. One-third of such shares (1,999,208
shares) was acquired by Triarc in August 1999 and one-third of such shares
(1,999,207 shares) was acquired by Triarc in August 2000. The balance of such
shares (1,999,207 shares) will be purchased on or before August 19, 2001. This
purchase date is subject to extension in certain limited circumstances. None of
the directors or nominees for directors of the Company or the Named Officers
beneficially owned any Class B Common Stock as of April 15, 2001.
Except for the arrangements relating to the shares described in
footnote (1) to the beneficial ownership table, there are no arrangements known
to the Company the operation of which may at a subsequent date result in a
change in control of the Company.
Item 13. Certain Relationships and Related Transactions
The Company has an investment in MCM Capital Group, Inc. ("MCM"). MCM
is a financial services company specializing in the recovery, restructuring,
resale and securitization of charged-off, delinquent and non-performing
receivable portfolios acquired at deep discounts. On July 14, 1999 MCM
consummated an initial public offering (the "MCM IPO") of 2,250,000 shares of
its common stock resulting in a decrease in the Company's percentage ownership
interest to 8.4% from 12.2%. On January 12, 2000 the Company entered into an
agreement (the "Note Guaranty") to guarantee $10,000,000 principal amount of
senior notes maturing 2007 (the "MCM Notes") issued by MCM to a major financial
institution in consideration for a fee of $200,000 and warrants to purchase
100,000 shares of MCM common stock at $.01 per share with an estimated fair
value on the date of grant of $305,000. At April 15, 2001, the $10,000,000
guaranteed amount has been reduced to $6,698,000 and will be further reduced by
(i) any repayments of the MCM Notes, (ii) any purchases of the MCM Notes by the
Company and (iii) the amount of certain investment banking or financial advisory
services fees paid to the financial institution or its affiliates or, under
certain circumstances, other financial institutions by the Company, MCM or
another significant stockholder of MCM or any of their affiliates. Certain
officers of the Company, including entities controlled by them, collectively
owned approximately 15.7% of MCM at the consummation of the MCM IPO and certain
of these officers have made additional open market purchases subsequent to the
MCM IPO. These officers are not parties to the Note Guaranty and could
indirectly benefit therefrom. In addition to the Note Guaranty, the Company and
certain other stockholders of MCM, including the officers of the Company
referred to above, on a joint and several basis, have entered into guaranties
(the "Bank Guaranties") and certain related agreements to guarantee an aggregate
of $15,000,000 of revolving credit borrowings of a subsidiary of MCM, of which
the Company would be responsible for approximately $1,800,000, assuming the full
$15,000,000 was borrowed and all of the parties other than the Company to the
Bank Guaranties and the related agreements fully perform thereunder. The Company
has placed $15,000,000 of highly liquid United States government debt securities
in a custodian account at the financial institution which, under the Bank
Guaranties, is subject to set off under certain circumstances if the parties to
the Bank Guaranties and related obligations fail to perform their obligations
thereunder.
On October 31, 2000 the Company, the Company officers who invested in
MCM and certain other stockholders of MCM, through a newly formed limited
liability company, CTW Funding, LLC ("CTW"), entered into an agreement to make
available to MCM a $2,000,000 revolving credit facility (the "MCM Revolver") to
be used through December 31, 2000 to meet working capital requirements. The
Company owns an 8.7% interest in CTW and should any borrowings under the MCM
Revolver occur all members of CTW are required to fund such borrowings in
accordance with their percentage ownership interests. In return CTW received
warrants to purchase 50,000 shares of MCM common stock at $.01 per share with an
estimated fair value on the date of grant of $24,000. Any borrowings under the
MCM Revolver bear interest at 12% and were due on December 31, 2001. Subsequent
to December 31, 2000 the MCM Revolver was renewed twice, each time for one
quarter, so that it now extends through June 30, 2001. In consideration for such
extensions, CTW received, in the aggregate, warrants to purchase an additional
100,000 shares of MCM common stock at $.01 per share. The MCM Revolver may be
renewed quarterly thereafter through December 31, 2001 by MCM in which event CTW
will receive for each quarterly extension warrants to purchase an additional
50,000 shares of MCM common stock at $.01 per share. Through April 15, 2001
there were no borrowings under the MCM Revolver.
As part of its overall retention efforts, the Company provides certain
of its officers and employees with the opportunity to co-invest in some of the
investment opportunities available to the Company. In connection therewith, the
Company advanced a portion of the funds for the purchases by certain of its
officers and employees in two co-
investments, EBT Holding Company, LLC ("EBT") and 280 KPE Holdings, LLC ("280
KPE"). In connection with these two investments, the Company received notes due
the Company aggregating $1,946,000 ($1,928,000 outstanding as of April 15,
2001), of which one-half of the principal of these notes, or $964,000 (as of
April 15, 2001), is non-recourse. The notes bear interest at the prime rate
adjusted annually. Notes were issued to the Company by Messrs. Peltz, May,
Barnes, Kogan, Schorr and Posner in the aggregate principal amounts of $700,000,
$350,000, $255,667, $255,667, $93,333 and $103,333, respectively, in connection
with these investments.
On January 19, 2000 the Company acquired 280 Holdings, LLC ("280
Holdings") for $27,210,000 consisting of cash of $9,210,000 and the assumption
of an $18,000,000 secured promissory note with a third-party commercial lender
payable over seven years. 280 Holdings was a subsidiary of Triangle Aircraft
Services Corporation ("TASCO"), a company owned by the Chairman and Chief
Executive Officer and President and Chief Operating Officer of the Company (the
"Executives"), that at the time of such sale was the owner and lessor to the
Company of an airplane that had previously been leased from TASCO. The purchase
price was based on independent appraisals and was approved by the Audit
Committee and the Board of Directors. Prior thereto the Company leased the
airplane and a helicopter from TASCO or subsidiaries of TASCO under a dry lease
for a base annual rent, adjusted to $3,310,000 as of December 29, 1997, plus
annual cost of living (the "COLA") adjustments. Pursuant to this dry lease, the
Company also paid the operating expenses, including repairs and maintenance, of
the aircraft directly to third parties. As of January 19, 2000 the annual rent
had increased to $3,447,000, of which $3,078,000 was deemed to represent rent
for the airplane and $369,000 was deemed to represent rent for the helicopter.
The Company continues to lease the helicopter from a subsidiary of TASCO for the
annual rent of $369,000 from January 19, 2000 through September 30, 2000,
increasing to $382,000 as of October 1, 2000 in connection with the COLA
adjustment, and owns the airplane through its ownership of 280 Holdings. In
addition, in 1997 the Company paid TASCO $2,500,000 for (1) an option (the
"Option") to continue the lease for five years effective September 30, 1997 and
(2) the agreement by TASCO to replace the helicopter then covered under the
lease. In connection with the acquisition TASCO paid the Company $1,200,000
representing the portion of the $1,242,000 unamortized amount of the Option as
of January 2, 2000 relating to the airplane now owned by 280 Holdings.
In December 2000, a director and certain of the Company's officers
exercised stock options previously issued under the 1993 Plan and 1998 Plan and
the Company repurchased the shares of its Class A Common Stock received by these
individuals at a price per share equal to the closing price of the Class A
Common Stock on the New York Stock Exchange on the respective exercise dates.
These repurchases were made pursuant to a previously announced $30 million stock
repurchase program, and were approved by the Audit Committee. Pursuant to such
repurchases, Mr. Levato received aggregate net consideration of $1,251,250
(after payment of the aggregate exercise price of the related options) for
110,000 shares of Class A Common Stock, Mr. Barnes received aggregate net
consideration of $2,543,950 (after payment of the aggregate exercise price of
the related options) for 210,000 shares of Class A Common Stock, Mr. Kogan
received aggregate net consideration of $2,774,255 (after payment of the
aggregate exercise price of the related options) for 262,334 shares of Class A
Common Stock, Mr. Schorr received aggregate net consideration of $3,124,268
(after payment of the aggregate exercise price of the related options) for
278,334 shares of Class A Common Stock, Mr. McCarron received aggregate net
consideration of $669,050 (after payment of the aggregate exercise price of the
related options) for 57,000 shares of Class A Common Stock, Mr. Posner received
aggregate net consideration of $262,408 (after payment of the aggregate exercise
price of the related options) for 27,666 shares of Class A Common Stock, Mr.
Rosen received aggregate net consideration of $458,619 (after payment of the
aggregate exercise price of the related options) for 41,500 shares of Class A
Common Stock, Mr. Schaefer received aggregate net consideration of $363,100
(after payment of the aggregate exercise price of the related options) for
38,500 shares of Class A Common Stock and Ms. Tarbell received aggregate net
consideration of $111,771 (after payment of the aggregate exercise price of the
related options) for 15,000 shares of Class A Common Stock. In December 2000,
the Company also repurchased 5,500 shares of Class A Common Stock from Mr.
Schaefer for an aggregate consideration of $133,375.
Mr. May has an equity interest in a franchisee that owns an Arby's
restaurant in New Milford, CT. That franchisee is a party to a standard Arby's
franchise license agreement and pays to Arby's fees and royalty payments that
unaffiliated third-party franchisees pay.
In connection with the court-approved settlement of the Malekan
litigation, described in "Item 3. Legal Proceedings" in the Form 10-K, which
information is incorporated by reference herein, Messrs. Peltz and May delivered
a Promissory Note in the aggregate principal amount of Five Million Dollars
($5,000,000), dated as of April 1, 2000. The Note bears interest at the rate of
6% per annum, subject to annual adjustments based on the prevailing LIBOR
interest rate, payable annually. One-third of the principal of the note was paid
on March 30, 2001 and the remaining balance is
payable in two equal installments due March 31, 2002 and March 31, 2003. The
entire remaining amount of the note is due 30 days after the occurrence of a
change of control transaction. The note may be prepaid by Messrs. Peltz and May
at any time. In connection with this court-approved settlement, Messrs. Peltz
and May also surrendered an aggregate of 775,000 performance stock options that
had been awarded to them in 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIARC COMPANIES, INC.
(Registrant)
By: /s/ Brian L. Schorr
_____________________________________
Brian L. Schorr
Executive Vice President and General Counsel
DATE: April 30, 2001