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): December 14, 2006
TRIARC COMPANIES, INC.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
----------------- -------------- --------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
----------------------------------------------------------------------------
(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 8.01. Other Events
Extension of Higher Dividend Rate on Shares of Class B Common Stock, Series 1
On December 14, 2006, Triarc Companies, Inc. ("Triarc" or the "Company")
issued a press release announcing that its Board of Directors has determined
that until June 30, 2007, the Company will continue to pay regular quarterly
cash dividends on the Company's Class B Common Stock, Series 1, that are at
least 110% of any regular quarterly cash dividends that are paid on the
Company's Class A Common Stock, if any regular quarterly cash dividends are paid
on the Class A Common Stock.
The Certificate of Designation for the Class B Common Stock provides that
the Class B Common Stock was entitled, through September 4, 2006, to receive
regular quarterly cash dividends that are at least 110% of any regular quarterly
cash dividends that were paid on the Class A Common Stock. However, on August
10, 2006, the Company's Board of Directors determined that until December 31,
2006 the Company would continue to pay regular quarterly cash dividends at that
higher rate on the Class B Common Stock, Series 1, if any regular quarterly cash
dividends were paid on the Class A Common Stock.
The Board of Directors has not yet made any determination of the relative
amounts of any regular quarterly cash dividends that will be paid on the Class A
Common Stock and Class B Common Stock, Series 1, after June 30, 2007. After June
30, 2007, each share of Class B Common Stock, Series 1, is entitled to at least
100% of any regular quarterly cash dividend paid on each share of Class A Common
Stock. There can be no assurance that any additional regular quarterly cash
dividends will be declared or paid, or of the amount or timing of such
dividends, if any.
A copy of the press release announcing the foregoing is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Adjustments to Stock Options
----------------------------
As a result of the payment in 2006 of special extraordinary cash dividends
(the "Special Cash Dividends") aggregating $0.45 per share, on December 14, 2006
the Compensation Committee and the Performance Compensation Subcommittee of
Triarc's Board of Directors determined to reduce the exercise price of each
stock option that was granted after August 21, 2003 (each a "Post Stock Dividend
Option") that was outstanding immediately prior to the opening of business on
the New York Stock Exchange (i) on February 15, 2006, by $0.15, (ii) on June 28,
2006, by a further $0.15 and (iii) on December 1, 2006, by a final $0.15, thus
resulting in a maximum adjustment of up to $0.45.
With respect to stock options granted prior to August 21, 2003 (each, a
"Package Option"), the Compensation Committee and the Performance Compensation
Subcommittee determined to reduce the exercise price of each such Package Option
that was outstanding immediately prior to the opening of business on the New
York Stock Exchange (i) on February 15, 2006, by $0.45, (ii) on June 28, 2006,
by a further $0.45 and (iii) on December 1, 2006, by a final $0.45, thus
resulting in a maximum adjustment of up to $1.35.
If at any time between February 19, 2006 and December 14, 2006 an optionee
exercised any Post Stock Dividend Options, the Compensation Committee and the
Performance Compensation Subcommittee determined that the Company will make a
cash payment to such optionee of: (i) $0.15 for each Post Stock Dividend Option
that such optionee exercised between February 19, 2006 and June 30, 2006; (ii)
$0.30 for each Post Stock Dividend Option that such optionee exercised between
July 1, 2006 and December 5, 2006; and (iii) $0.45 for each Post Stock Dividend
Option that such optionee exercised between December 6, 2006 and December 14,
2006.
If at any time between February 19, 2006 and December 14, 2006 an optionee
exercised any Package Options, the Compensation Committee and the Performance
Compensation Subcommittee determined that the Company will make a cash payment
to such optionee of: (i) $0.45 for each Package Option that such optionee
exercised between February 19, 2006 and June 30, 2006; (ii) $0.90 for each
Package Option that such optionee exercised between July 1, 2006 and December 5,
2006; and (iii) $1.35 for each Package Option that such optionee exercised
between December 6, 2006 and December 14, 2006.
The total amount of all such cash payments will be approximately $125,000.
The Compensation Committee and Performance Compensation Subcommittee also
amended all outstanding stock options to permit optionees to pay the exercise
price for their options through the use of a "net exercise" feature. If an
optionee chooses to use the net exercise feature, such optionee would not be
required to tender the purchase price of the shares being acquired under the
option, but rather, upon exercise, the optionee would receive only such numbers
of shares as is equal in value to the excess of the aggregate fair market value
of the shares being purchased (based on the closing price of the Company's stock
on the exercise date) over the aggregate purchase price for those shares.
In addition, the Compensation Committee and the Performance Subcommittee
also amended all outstanding stock options granted under the Company's Equity
Participation Plans to permit optionees to pay the applicable minimum statutory
withholding taxes with respect to an option exercise through the withholding of
shares. This feature is similar to the net exercise feature in that it permits
the optionee to use shares that would have been issued to the optionee upon
exercise of the option to pay applicable minimum statutory withholding taxes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of Triarc Companies, Inc. dated December 14, 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 ROSEN
-------------------------
Stuart I. Rosen
Senior Vice President and
Secretary
Dated: December 15, 2006
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press release of Triarc Companies, Inc. dated December 14, 2006.