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 19, 2005
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))
Item 1.01. Entry into a Material Definitive Agreement
On May 19, 2005, the Board of Directors of Triarc Companies, Inc.
("Triarc") approved the amendment and restatement of each of Triarc's 1993
Equity Participation Plan, 1997 Equity Participation Plan, 1998 Equity
Participation Plan and 2002 Equity Participation Plan (collectively, the
"Plans"). The material terms of such amendments and restatements are described
below.
First, the Plans have been restated to integrate amendments previously
approved by the Board of Directors or a Committee of the Board.
Second, in each Plan, the "Changes in Shares" provision, which permits the
Committee that administers the Plan to adjust the terms of awards granted under
the Plan upon the occurrence of certain events, has been revised to clarify by
example some of the types of potential transactions included in such events.
Lastly, the 2002 Equity Participation Plan has been amended to provide
Triarc with the ability to grant restricted stock units ("RSUs").
This description is subject to the actual terms of the amended and restated
Plans, which are attached as Exhibits 10.1 - 10.4 to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Amended and Restated 1993 Equity Participation Plan of Triarc
Companies, Inc.
10.2 Amended and Restated 1997 Equity Participation Plan of Triarc
Companies, Inc.
10.3 Amended and Restated 1998 Equity Participation Plan of Triarc
Companies, Inc.
10.4 Amended and Restated 2002 Equity Participation Plan of Triarc
Companies, Inc.
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 I. ROSEN
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Stuart I. Rosen
Senior Vice President and
Associate General Counsel
Dated: May 25, 2005
EXHIBIT INDEX
Exhibit Description
10.1 Amended and Restated 1993 Equity Participation Plan of Triarc
Companies, Inc.
10.2 Amended and Restated 1997 Equity Participation Plan of Triarc
Companies, Inc.
10.3 Amended and Restated 1998 Equity Participation Plan of Triarc
Companies, Inc.
10.4 Amended and Restated 2002 Equity Participation Plan of Triarc
Companies, Inc.