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): February 3, 2006
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 3.02. Unregistered Sales of Equity Securities
On February 10, 2006, Triarc Companies, Inc. (the "Company") completed its
previously reported repurchases of an aggregate of $165,776,000 of the
$175,000,000 principal amount of 5% Convertible Notes due 2023 (the "Notes")
that were issued by the Company in May 2003. In connection with such
repurchases, the Company also paid accrued and unpaid interest through the
applicable date of repurchase and related premiums. In exchange for such Notes,
the accrued and unpaid interest and related premiums, the Company issued an
aggregate of 4,144,400 shares of Class A Common Stock, par value $0.10 per share
("Class A Common Stock"), and 8,561,093 shares of Class B Common Stock, Series
1, par value $0.10 per share ("Class B Common Stock"), and made aggregate cash
payments to the selling noteholders of $6,095,984 (the "Exchanges"). Upon the
satisfaction of the conditions set forth in the related indenture, the Notes
that were repurchased would have been convertible into 4,144,400 shares of Class
A Common Stock and 8,288,800 shares of Class B Common Stock (assuming the
current conversion rate). The shares of Class A Common Stock and Class B Common
Stock were issued in reliance upon the exemption from registration provided
under Section 3(a)(9) of the Securities Act of 1933, as amended. The Company
expects to record a pre-tax charge of approximately $12.5 million, including a
non-cash write-off of approximately $3.85 million of unamortized deferred
financing costs, with respect to the Exchanges.
SIGNATURES
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.
Dated: February 13, 2006
TRIARC COMPANIES, INC.
By: /S/STUART I. ROSEN
---------------------
Stuart I. Rosen
Senior Vice President
and Secretary