UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 5, 2005
TRIARC COMPANIES, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-2207 38-0471180
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
280 Park Avenue
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
Not Applicable
(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 (see General Instruction A.2. below):
|_| 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 7.01. Regulation FD Disclosure.
On July 5, 2005, Deerfield Triarc Capital Corp. ("Deerfield Triarc")
completed the initial public offering of 25,000,000 shares of its common stock
(including approximately 680,000 shares sold by certain selling shareholders of
Deerfield Triarc) at a price of $16.00 per share. The offering generated gross
proceeds to Deerfield Triarc of approximately $389.1 million (Deerfield Triarc
did not receive any proceeds from the sale of shares by the selling
shareholders) and net proceeds to Deerfield Triarc, after deducting the
underwriters' discounts and commissions and estimated offering expenses, of
approximately $363.7 million. The underwriters have been granted a 30-day option
to purchase up to an additional 3.75 million shares of Deerfield Triarc's common
stock at the $16.00 per share offering price, less underwriters' discounts and
commissions, to cover over-allotments, if any.
Deerfield Triarc's common stock is listed on the New York Stock Exchange
under the symbol "DFR".
Deerfield Triarc began operations in December 2004. Deerfield Triarc
intends to qualify as a real estate investment trust (REIT) for federal income
tax purposes. It invests in real estate related securities and various
alternative investments, such as collateralized debt obligations, consumer
asset-backed securities, senior secured and unsecured bank loans, corporate
mezzanine loans, high yield corporate bonds, distressed and stressed debt
securities and private equity investments. Deerfield Triarc is an externally
managed REIT, with Deerfield Capital Management LLC ("Deerfield"), a
Chicago-based asset manager offering a diverse range of fixed income and
credit-related strategies to institutional investors, as its manager. Triarc
Companies, Inc. ("Triarc") owns an indirect majority interest in Deerfield.
Deerfield had approximately $8.8 billion under management as of May 1, 2005.
A registration statement relating to these securities has been declared
effective by the Securities and Exchange Commission. This Current Report shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The information in this Current Report is being furnished, not filed,
pursuant to Regulation FD. The information in this Current Report shall not be
incorporated by reference into any registration statement pursuant to the
Securities Act of 1933, as amended. The furnishing of the information in this
Current Report is not intended to, and does not, constitute a determination or
admission that the information in this Current Report is material, or that
investors should consider this information before making an investment decision
with respect to any security of Triarc or Deerfield Triarc.
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 ROSEN
-------------------------
Stuart I. Rosen
Senior Vice President
and Associate General Counsel
Dated: July 7, 2005