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 1, 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 June 1, 2005, the stockholders of Triarc Companies, Inc. ("Triarc")
approved an amendment to the Performance Goal Bonus Award portion of Triarc's
1999 Executive Bonus Plan (the "Plan"). The amendment added as an additional
performance criterion for determining the performance of Triarc (or its
operating units) and upon which Performance Goal Bonus Awards may be based:
"consolidated net income, plus (without duplication and only to the extent such
amount was deducted in calculating such consolidated net income) interest
expense, income taxes, depreciation expense and amortization expense"
("EBITDA"). The amendment also clarifies that Performance Goal Bonus Awards may
be based on performance over a period of time that exceeds one "Plan Year" (as
defined in the Plan).
The additional performance criterion is in accordance with the employment
agreement among Deerfield & Company LLC ("Deerfield") and Deerfield Capital
Management LLC ("DCM"), a subsidiary of Deerfield, and Gregory Sachs, a director
of Triarc and the Chairman and Chief Executive Officer of Deerfield and DCM,
which provides, among other things, that subject to shareholder approval of the
amendment to the Plan, commencing with the 2005 fiscal year, Mr. Sachs will be
entitled to receive an annual "Additional Bonus" equal to 8% of Deerfield's
EBITDA in excess of $8.0 million. In addition, pursuant to Mr. Sach's employment
agreement, Mr. Sachs is also entitled to receive a bonus in respect of each
fiscal year equal to 8% of the first $8.0 million of Deerfield's EBITDA (the
"Annual Bonus"). The employment agreement also provides that in no event will
the aggregate of the Annual Bonus and Additional Bonus in respect of any fiscal
year exceed $5.0 million.
A copy of the Amendment is being filed as Exhibit 10.1 to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 - Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan.
99.1 - Press release of Triarc Companies, Inc. dated June 1, 2005.
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 I. ROSEN
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Stuart I. Rosen
Senior Vice President
and Secretary
Dated: June 6, 2005
EXHIBIT INDEX
Exhibit
No. Description
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10.1 Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan.
99.1 Press release of Triarc Companies, Inc. dated June 1, 2005.