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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): APRIL 30, 2007
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction
of incorporation)
1-2207 38-0471180
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(Commission File Number) (IRS Employer Identification No.)
280 PARK AVENUE
NEW YORK, NY 10017
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(Address of principal executive offices) (Zip Code)
(212) 451-3000
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Registrant's telephone number, including area code:
NOT APPLICABLE
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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 (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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Upon completion of the previously announced sale by Triarc
Companies, Inc. ("Triarc") of its interest in Deerfield & Company, LLC,
Triarc's sole operating business will be its Arby's restaurant business. To
facilitate its transition to a "pure play" restaurant company and to reduce
corporate costs, Triarc expects to consolidate its corporate operations and
headquarters in Atlanta, GA with its Arby's operations, and to transfer senior
executive responsibilities to the Arby's Restaurant Group, Inc. ("ARG")
executive team in Atlanta, which will eliminate the need to maintain a New York
City headquarters.
Accordingly, as described in more detail below under Item 5.02,
Triarc has entered into contractual settlements with its Chairman and Chief
Executive Officer, Nelson Peltz, and its President and Chief Operating Officer,
Peter W. May, evidencing the termination of their employment agreements as of
June 29, 2007, and that provide for their resignation from their positions as
executive officers of the Company as of such date (however, Messrs. Peltz and
May will remain large shareholders and directors of Triarc). In addition to
Messrs. Peltz and May no longer serving as senior officers of Triarc, it is
expected that on or about June 29, 2007, certain other senior officers of
Triarc will also no longer serve as senior officers of Triarc as will be the
case with nearly all of the other senior members of the current New York-based
Triarc management team as well as additional staff personnel who will also be
leaving Triarc. In total, approximately 30 Triarc executives and staff
personnel (out of a total of approximately 50 employees in the New York office)
are expected to leave Triarc on or about June 29, 2007, with substantially all
of the remaining employees expected to leave Triarc by year-end.
SERVICES AGREEMENT
As part of the agreement with Messrs. Peltz and May in connection
with the corporate restructuring, and in light of the expected departure of
nearly all of the senior members of Triarc's management team, on April 30,
2007, Triarc entered into a two-year transition services agreement (the
"Services Agreement") with Trian Fund Management, L.P. ("Trian Mgmt"), an
investment management company formed in 2005 by Nelson Peltz, Peter W. May and
Edward P. Garden, our Chairman and Chief Executive Officer, President and Chief
Operating Officer and Vice Chairman, respectively (collectively, the
"Principals"), to manage a series of equity investment funds that are separate
and distinct from Triarc.
Pursuant to the Services Agreement, commencing June 30, 2007,
Trian Mgmt will provide Triarc, upon Triarc's reasonable request, a range of
services to be performed by all of the departing Triarc officers and employees
who will be employed by Trian Mgmt, including consultation and advice in
connection with strategy, mergers and acquisitions, capital markets
transactions, legal, accounting, tax, corporate development, finance and
investment banking, investor relations and corporate communications and other
professional and strategic services. Under the Services Agreement, Triarc will
pay Trian Mgmt $3.0 million per quarter for the first year of services, and
$1.75 million per quarter for the second year of services. In addition, Trian
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Mgmt shall be entitled to reimbursement for reasonable and necessary
out-of-pocket expenses incurred with the provision of services to Triarc under
the Services Agreement.
Under the Services Agreement, Triarc has agreed to obtain or
maintain various insurance policies for a period of six years for the benefit
of the persons who are covered by such policies as of June 29, 2007, and who
will provide services to Triarc under the Services Agreement.
The Services Agreement provides that Triarc and Trian Mgmt will
indemnify each other and their related parties against certain costs and
liabilities arising out of the performance of the Services Agreement.
The above summary of the terms of the Services Agreement is
qualified in its entirety by reference to the Services Agreement, a copy of
which is filed as exhibit 10.1 hereto and which is incorporated by reference
into this Item 1.01.
SEPARATION AGREEMENTS WITH MESSRS. PELTZ AND MAY
In connection with the corporate restructuring, Triarc entered
into contractual settlements with Nelson Peltz and Peter W. May. The
description of these contractual settlements below under Item 5.02 in
incorporated by reference into this Item 1.01.
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
In addition, in connection with the corporate restructuring, on
April 30, 2007, TCMG-MA, LLC, an indirect subsidiary of Triarc, entered into an
amended and restated Investment Management Agreement with Trian Mgmt (the
"Amended and Restated Investment Management Agreement") regarding a Trian Mgmt
managed account that co-invests on a parallel basis with the equity investment
funds managed by Trian Mgmt, pursuant to which TCMG-MA, LLC has agreed,
commencing December 31, 2007, to pay the standard management fee (0.5% per
quarter) and incentive fee (20%, payable annually) charges paid by any
unaffiliated third party investors with a similarly sized investment in the
equity investment funds managed by Trian Mgmt. TCMG-MA, LLC invested
$75,000,000 in this account, which is currently valued at the date hereof at
approximately $100,00,000. Under the Amended and Restated Investment Management
Agreement, TCMG-MA, LLC has also agreed not to withdraw the funds in its
managed account on April 30, 2007 prior to December 31, 2010. Trian Mgmt has
also agreed, subject to certain conditions, to provide TCMG-MA, LLC liquidity
and fee terms as favorable as those it grants to unaffiliated, third party
investors.
The above summary of the terms of the Amended and Restated
Investment Management Agreement is qualified in its entirety by reference to
the Amended and Restated Investment Management Agreement, a copy of which is
filed as exhibit 10.2 hereto and which is incorporated by reference into this
Item 1.01.
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ITEM 5.02 DEPARTURES OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
Triarc has entered into contractual settlements with its Chairman
and Chief Executive Officer, Nelson Peltz, and its President and Chief
Operating Officer, Peter W. May, evidencing the termination of their employment
agreements as of June 29, 2007, and that provide for their resignation from
their positions as executive officers of the Company as of such date. In
addition to Messrs. Peltz and May no longer serving as senior officers of
Triarc, it is expected that on or about June 29, 2007, Vice Chairman Edward P.
Garden, Executive Vice President and General Counsel Brian L. Schorr, Senior
Vice President and Treasurer Greg Essner, and Senior Vice President, Corporate
Communications and Investor Relations, Anne A. Tarbell, will also no longer
serve as senior officers of Triarc as will be the case with nearly all of the
other senior members of the current New York-based Triarc management team.
Following Messrs. Peltz and May no longer serving as executive officers of
Triarc, it is expected that as of June 30, 2007, Triarc will be led by Roland
Smith, Chief Executive Officer of Arby's Restaurant Group, and other senior
members of the ARG management team. In addition, Francis T. McCarron, Triarc's
Executive Vice President and Chief Financial Officer, and Fred H. Schaefer,
Triarc's Senior Vice President and Chief Accounting Officer, and other senior
members of Triarc's accounting staff are also expected to remain at Triarc
until the end of 2007. For more information, please see Triarc's press release,
dated April 30, 2007, a copy of which if filed as exhibit 99.1 hereto and which
is incorporated by reference into this Item 5.02.
In connection with the departures of Messrs. Peltz and May, Triarc
entered into contractual settlements pursuant to separation agreements with
each of Messrs. Peltz and May providing for the termination of their employment
and their resignations as executive officers of Triarc, effective June 29,
2007, which services would have otherwise extended until April 30, 2012
(without any further extension). Under the contractual settlements, the amounts
payable to Messrs. Peltz and May are 25% less than the cash payments that would
have been payable to each of them under their respective employment agreements
had their employment been terminated by Triarc. Under the contractual
settlements, Mr. Peltz will recieve a payment of $50,213,753. Mr. May will
receive a payment of $25,106,877.
Triarc has agreed to fund these payment obligations in separate
rabbi trusts for the benefit of Messrs. Peltz and May and the payment of
amounts in the trust will be made to the executives after six months following
their June 29, 2007 separation of employment from Triarc. At the time of the
termination of the employment of Messrs. Peltz and May, and in connection with
their contractual settlements, their outstanding unvested restricted shares of
Class A common stock and/or Class B, Series 1 common stock of Triarc and their
unvested Class B Units of Triarc Deerfield Holdings, LLC and Jurl Holdings, LLC
will also vest in full. Under the terms of the contractual settlements, Messrs.
Peltz and May are not entitled to accrue any further compensation, bonus,
perquisites or other payments after June 29, 2007 (other than payment of
accrued and vested amounts in an existing deferral bonus account). Messrs.
Peltz and May have agreed to remain on Triarc's board of directors for the
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duration of the Services Agreement. As long as they are members of the board,
Mr. Peltz shall serve as non-executive Chairman of the Board, and Mr. May shall
serve as non-executive Vice-Chairman of the Board. In addition, subject to
certain conditions, Messrs. Peltz and May have agreed that, before Trian Mgmt
and its affiliates acquire more than 50% of the outstanding securities of a
company in the quick service restaurant segment in which ARG operates, Trian
Mgmt and its affiliates will offer Triarc the opportunity to participate in
such acquisition opportunities.
The above summary of the terms of the separation agreements is
qualified in its entirety by reference to the separation agreements, copies of
which are filed as exhibits 10.3 and 10.4 hereto and which are incorporated by
reference into this Item 5.02.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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10.1 Services Agreement, dated as of April 30, 2007, by
and among Triarc Companies, Inc. and Trian Fund
Management, L.P.
10.2 Amended and Restated Investment Management
Agreement, dated as of April 30, 2007, between
TCMG-MA, LLC and Trian Fund Management, L.P.
10.3 Separation Agreement, dated as of April 30, 2007,
between Triarc Companies, Inc. and Nelson Peltz.
10.4 Separation Agreement, dated as of April 30, 2007,
between Triarc Companies, Inc. and Peter W. May.
10.5 Amended and Restated Amendment No. 1 to Employment
Agreement, dated as of April 30, 2007, between
Triarc Companies, Inc. and Brian L. Schorr.
99.1 Press release, dated April 30, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Triarc has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 30, 2007
TRIARC COMPANIES, INC.
By: /s/ Stuart I. Rosen
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Name: Stuart I. Rosen
Title: Senior Vice President
and Associate General
Counsel, and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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10.1 Services Agreement, dated as of April 30, 2007, by and
among Triarc Companies, Inc. and Trian Fund Management,
L.P.
10.2 Amended and Restated Investment Management Agreement,
dated as of April 30, 2007, between TCMG-MA, LLC and
Trian Fund Management, L.P.
10.3 Separation Agreement, dated as of April 30, 2007,
between Triarc Companies, Inc. and Nelson Peltz.
10.4 Separation Agreement, dated as of April 30, 2007,
between Triarc Companies, Inc. and Peter W. May.
10.5 Amended and Restated Amendment No. 1 to Employment
Agreement, dated as of April 30, 2007, between Triarc
Companies, Inc. and Brian L. Schorr.
99.1 Press release, dated April 30, 2007.