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): January 26, 2006
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 7.01. Regulation FD Disclosure
In the press release furnished as Exhibit 99.1 to this Current Report on
Form 8-K, Triarc Companies, Inc. ("Triarc") reported that its subsidiary,
Deerfield & Company LLC, a Chicago based asset manager, had approximately $12.3
billion of assets under management as of January 1, 2006.
The information in this Item 7.01 of this Current Report is being
furnished, not filed, pursuant to Regulation FD. The information in this Item
7.01 of 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
Item 7.01 of 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 any of its subsidiaries.
Item 8.01. Other Events
On January 26, 2006, the Board of Directors of Triarc approved the payment
of the first installment of a special cash dividend of $0.15 per outstanding
share of Class A Common Stock and Class B Common Stock, Series 1. The Board of
Directors also announced its intention, subject to applicable law, to declare
additional special cash dividends aggregating $0.30 per outstanding share of
Class A Common Stock and Class B Common Stock, which would be declared and paid
in two further installments in 2006. The record date for the initial installment
of the special cash dividend is February 17, 2006 and the payment date for the
initial installment of the special cash dividend is March 1, 2006.
The two future installments of the special cash dividends referred to above
(including the actual amounts thereof) will be made at the discretion of
Triarc's Board of Directors and will be based on such factors as Triarc's
earnings, financial condition, cash requirements and other factors, including
whether such future installments of the special cash dividends would result in a
material adjustment to the conversion price of Triarc's 5% Convertible Notes due
2023.
Triarc's Board of Directors also approved the payment of a regular
quarterly cash dividend of $0.08 per share of Class A Common Stock and $0.09 per
share of Class B Common Stock. The record date for the regular quarterly cash
dividend is March 2, 2006 and the payment date for the regular quarterly cash
dividend is March 15, 2006.
A copy of the press release announcing such dividends is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release of Triarc Companies, Inc. dated January 26, 2006.
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
Secretary
Dated: January 26, 2006
EXHIBIT INDEX
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Exhibit Description
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99.1 Press release of Triarc Companies, Inc. dated January 26, 2006