SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTSection 240.14a-101 Schedule 14A.
Information required in proxy statement.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the SecuritiesPROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Partyparty other than the Registrant [][ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[][ ] Confidential, Forfor Use of the Com-
missionCommission Only (as permitted
by Rule 14a-6(e)(2))
[][ ] Definitive Proxy Statement
[][ ] Definitive Additional Materials
[] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Triarc Companies, Inc.
- ------------------------------------------------------------------------------[ ] SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(C) OR SECTION
240.14a-12
TRIARC COMPANIES, INC.
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(Name of Registrant as Specified inIn Its Charter)
- --------------------------------------------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
Payment of Filing Fee (Check the appropriate box): [X] No fee required.
[]required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[][ ] Fee paid previously with preliminary materials:
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[]materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the formForm or scheduleSchedule and the date of its filing.
(1) Amount previously paid:
- ------------------------------------------------------------------------------Previously Paid:
(2) Form, Schedule or Registration Statement no.No.:
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(3) Filing Party:
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(4) Date Filed:
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[GRAPHIC OMITTED]
[TRIARC LOGO]
TRIARC COMPANIES, INC.
NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
[Logo]
Wednesday, June 4, 1997 at 11:00 A.M.
at The Chase Manhattan Bank
270 Park Avenue
New York, New York
[LOGO]
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
May 9, 1997
Dear Stockholders:
It is our pleasure to invite you to join us at the 1997 Annual Meeting of
Stockholders of Triarc Companies, Inc. which will be held at 11:00 a.m., on
Wednesday, June 4, 1997, in the third floor auditorium of The Chase Manhattan
Bank, 270 Park Avenue, New York, New York.
We shall report to you at the meeting on the Company's current operations
and outlook. The meeting will also include a question and discussion period. The
Board of Directors and management hope that many of you will be able to attend
in person.
At the meeting, you will be asked to consider and vote on an amendment to
the Certificate of Incorporation of Triarc that changes the minimum and maximum
number of directors of Triarc, the election of nine (9) directors and the
ratification of the appointment of Deloitte & Touche LLP as the Company's
independent certified public accountants. The Board of Directors has unanimously
approved the proposals and recommends that you vote FOR each of them. Please
give this proxy material your careful attention, as the discussion is important
to your decisions on the matters being presented.
The formal notice of Annual Meeting and the Proxy Statement follow. It is
important that your shares be represented and voted, regardless of the size of
your holdings. Accordingly, whether or not you plan to attend the meeting in
person, please mark, sign, date and return the enclosed proxy. If you attend the
meeting and wish to vote your shares personally, you may revoke your proxy. Our
Annual Report (including our Annual Report on Form 10-K for the year ended
December 31, 1996) also accompanies these proxy materials.
Sincerely,
NELSON PELTZ PETER W. MAY
Chairman and Chief President and Chief
Executive Officer Operating Officer
[LOGO]
TRIARC COMPANIES, INC.
NOTICE OF 1997 ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 4, 1997
11:00__________, __ __, 2001
________ A.M., LOCAL TIME
-------------------
The 1997 AnnualNotice is hereby given that a Special Meeting of Stockholders of Triarc
Companies, Inc. will be held on Wednesday, June 4, 1997,_________, ___, 2001, at 11:00______ a.m., local
time, in the third floor
auditorium of The Chase Manhattan Bank, 270 Park Avenue, New York, New York,at ___, for the following purposes:
(1) to consider and act upon an amendment toamend the Company's Certificate of Incorporation of the Company to change(i)
increase the minimumtotal number of directorsshares of capital stock which the Company
has authority to seven (7) and maximumissue to three hundred million (300,000,000) shares,
(ii) eliminate the authorization of the existing Class B Common Stock,
(iii) increase the total number of directorsauthorized shares of Preferred
Stock to fifteen (15);one hundred million (100,000,000) shares and (iv) authorize
one hundred million (100,000,000) shares of new Class B Common Stock;
and
(2) to elect nine (9) directors to hold office as specified in the
accompanying Proxy Statement;
(3) to ratify the appointment of Deloitte & Touche LLP as the
Company's independent certified public accountants; and
(4) to transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Stockholders entitled to vote at the meeting or any adjournment or
postponement thereof are holders of record of the Company's Class A
Common Stock at the close of business on April 21, 1997._________ ___, 2001.
By orderOrder of the Board of Directors
___________________________________
STUART I. ROSEN
Senior Vice President and Associate
General Counsel, and Secretary
May 9, 1997_________________ __, 2001
YOUR VOTE IS IMPORTANT! STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND
THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE
MEETING.
[TRIARC LOGO]
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
-------------------________________ __, 2001
Dear Stockholders:
It is our pleasure to invite you to join us at the Special Meeting of
Stockholders of Triarc Companies, Inc. which will be held at _______ a.m., on
___, _____________ __, 2001, at ________. The Board of Directors and management
hope that many of you will be able to attend in person.
At the meeting, you will be asked to consider and vote on a proposal to amend
Article IV of Triarc's Certificate of Incorporation. The Board of Directors has
unanimously approved and declared advisable the proposal and recommends that you
vote FOR it.
Notice of the Special Meeting and the Proxy Statement follow. It is important
that your shares be represented and voted, regardless of the size of your
holdings. Accordingly, whether or not you plan to attend the meeting in person,
please complete, sign, date and return the enclosed proxy. If you attend the
meeting and wish to vote your shares personally, you may revoke your proxy.
Sincerely,
______________________ _________________________
NELSON PELTZ PETER W. MAY
Chairman and Chief President and Chief
Executive Officer Operating Officer
2
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
PROXY STATEMENT
-------------------
INTRODUCTION
GENERAL
The accompanying proxy is solicited by the Board of Directors (the "Board of
Directors" or the "Board") of Triarc Companies, Inc. (the "Company" or "Triarc")
in connection with the 1997 AnnualSpecial Meeting of Stockholders of the Company (the
"Meeting"), to be held on Wednesday, June 4, 1997,__________, __, 2001, at 11:00_____ a.m., local time, in the
third floor auditorium of The Chase Manhattan Bank, 270 Park Avenue, New York,
New York (the "Meeting"),at
___________________ and at any adjournment or postponement of the Meeting. This
Proxy Statement and a proxy are first being mailed to stockholders on or about
May 12, 1997.__________ ___, 2001. The mailing address of the Company's principal executive
office is 280 Park Avenue, New York, New York 10017.
When a proxy is returned properly dated and signed, the shares represented
thereby will be voted by the persons named as proxies in accordance with each
stockholder's directions. Stockholders may specify their choices by marking the
appropriate boxes on the enclosed proxy. If a proxy is dated, signed and
returned without specifying choices, the shares will be voted as recommended by
the Board of Directors FOR Proposals (1) and (3) and FOR the election of each of
the nine (9) nominees for directors named below. The Company does not have
cumulative voting in the election of directors.Proposal 1. Under the Company's By-Laws (the
"By-Laws"), business transacted at the Meeting is confined to the purposes
stated in the Notice of the Meeting. The proxy being solicited does, however,
convey discretionary authority to the persons named therein as proxies to vote
on matters incident to the conduct of the Meeting. The proxy may be revoked by
the stockholder at any time prior to the time it is voted by giving notice of
such revocation either personally or in writing to the Secretary of the Company
at the address provided above.
VOTING SECURITIES
All holders of record of the Company's Class A Common Stock, par value $.10 per
share (the "Class A Common Stock"), at the close of business on April
21, 1997___________ __,
2001 are entitled to vote on all business of the Meeting. At the close of
business on such day, the Company had 23,946,242___________ shares of Class A Common Stock
outstanding and entitled to vote at the Meeting. Each share of Class A Common
Stock entitles the holder to one vote per share. The presence, in person or by
proxy, of stockholders entitled to cast at least a majority of the votes which
all stockholders are entitled to cast shall constitute a quorum. Under the General Corporation Law of the State of Delaware, the state in
which the Company is incorporated, the Company's Certificate of IncorporationBroker
"non-votes" and the Company's By-Laws, ifshares as to which a stockholder abstains are included for
purposes of determining whether a quorum of shares is present at the Meeting, the
affirmative vote of a majority of the voting power present (in person or by
proxy) and entitled to vote at the Meeting is required for approval of Proposals
(1) and (3). The affirmative vote of a plurality of the votes cast is required
for the election of directors. Under Delaware law, an abstaining vote is not
deemed to be a "vote cast." As a result, abstentions and broker "non-votes" are
not included in the tabulation of the voting results on the election of
directors or issues requiring approval of a majority of the votes cast and,
therefore, do not have the effect of votes in opposition in such tabulations.Meeting. A
broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner.
Broker "non-votes"Under the General Corporation Law of the State of Delaware (the "Delaware Law"),
the state in which the Company is incorporated, the Company's Certificate of
Incorporation and the By-Laws, the affirmative vote of a majority of the
outstanding shares as to
which a stockholder abstains are includedof Class A Common Stock is required for purposesapproval of determining whether a
quorumProposal
1. Under the Delaware Law, abstentions and broker non-votes have the effect of
shares is present at a meeting.votes against Proposal 1.
3
The Company has been informed that the 5,982,867 shares of Class A Common Stock
(constituting approximately 25%29.4% of the outstanding shares of Class A Common
Stock)Stock as of August 10, 2001) owned by DWG Acquisition Group, L.P., a Delaware
limited partnership of which Nelson Peltz and Peter W. May are the sole general
partners ("DWG Acquisition"), will be voted in accordance with the
recommendation of the Board of Directors FOR Proposals (1)
and (3) and FOR the election of each of the nine (9) nominees for director named
below.
PROPOSALProposal 1.
APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE MINIMUM AND MAXIMUM NUMBER OF DIRECTORS
INTRODUCTION
Section 2 of Article V of the Certificate of Incorporation of the Company
provides that the number of Directors shall be not less than ten or more than
twenty, with the exact number to be fixed by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.
The Board of Directors unanimously recommends that the stockholders of the
Company authorize an amendment of the first sentence of Section 2 of Article V
of the Company's Certificate of Incorporation to change the minimum required
number of directors to seven (7) and the maximum number of directors to fifteen
(15), with the exact number of Directors within that range to be fixed pursuant
to a resolution approved by a majority of the members of the Board of Directors
then in office. The Board of Directors has approved a corresponding amendment to
the Company's By-laws which will become effective if the proposed amendment to
the Certificate of Incorporation is approved by the Company's stockholders.
The proposed amendment is being submitted to the stockholders in light of
Mr. Lowenkron's decision not to stand for reelection to the Board of Directors
(see Proposal 2. below) and in recognition of the Board of Directors' judgement
that a smaller board could be more decisive and effective than a larger board.
The Board of Directors believes that this is consistent with the trend in
publicly held corporations, which has been toward somewhat smaller than larger
boards. The Company believes that flexibility is important since outside
directors are increasingly becoming more likely to limit the number of Boards of
Directors on which they are willing to serve. The Board of Directors has also
determined that the provisions in the Certificate of Incorporation and By-laws
should be consistent.
PROPOSED AMENDMENT
The first sentence of Section 2 of Article V of the Company's Certificate
of Incorporation would be amended to read as follows (deletions are indicated by
brackets and additions by boldface italic type):
"The Board of Directors shall consist of not less than SEVEN (7)
[ten (10)] nor more than FIFTEEN (15) [twenty (20)] persons, the exact
number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office; provided,
however, that such maximum number may be increased from time to time to
reflect the rights of holders of Preferred Stock to elect directors in
accordance with the terms of the Certificate of Incorporation or of the
Certificate of Designation pursuant to which any class or series of
Preferred Stock is issued or to the extent provided in any resolution or
resolutions adopted by the Board of Directors providing for the issuance
of any class or series of Preferred Stock pursuant to Article IV of this
Certificate of Incorporation."
REQUIRED VOTE
Approval of the proposed amendment will require the affirmative vote of a
majority of the voting power present (in person or by proxy) and entitled to
vote at the Meeting. In the event that the Company's stockholders fail to
approve the amendment, the Board of Directors will, subsequent to the Meeting,
fill the vacancy on the Board of Directors created by Mr. Lowenkron's decision
not to stand for reelection.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO
THE CERTIFICATE OF INCORPORATION TO CHANGE THE MINIMUM AND MAXIMUM NUMBER OF
DIRECTORS.
PROPOSAL 2.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
It is recommended that the nine (9) nominees herein named be elected as
directors of the Company, with each director to hold office until the next
Annual Meeting of Stockholders, and until his successor is elected and qualified
or until his prior death, resignation or removal. All of the nine (9) nominees,
are presently serving as directors of the Company and were elected directors at
the last Annual Meeting of Stockholders held on June 6, 1996, to serve until the
next annual meeting of the Company's stockholders and until such director's
successor is duly chosen and qualified or until his prior death, resignation or
removal. The Company is unaware of any reason why any of the nominees named
herein would be unwilling or unable to serve as a director. Should, however, any
nominee for director be unwilling or unable to serve at the time of the Meeting
or any adjournment or postponement thereof, the persons named in the proxy will
vote for the election of such other person for such directorship as the Board of
Directors may recommend. Mr. M.L. Lowenkron, who was also elected as a director
of the Company at such Annual Meeting of Stockholders has determined not to
stand for reelection, but will continue to serve as a director of the Company
until the Meeting. If Proposal (1) (described above) is not approved by the
stockholders of the Company, the Board of Directors will, subsequent to the
Meeting, fill the vacancy created by Mr.
Lowenkron's decision not to stand for reelection.
Certain information regarding each person nominated by the Board of
Directors, including his principal occupation during the past five years and
current directorships, is set forth below. Unless otherwise indicated, all
nominees have had the indicated principal occupations for the past five years.
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
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Nelson Peltz......Mr. Peltz has been a director and Chairman and
Chief Executive Officer of the Company since April 23, 1993.
Since then, he has also been a director and Chairman of the
Board and Chief Executive Officer of certain of the Company's
subsidiaries, including RC/Arby's Corporation, formerly known
as Royal Crown Corporation ("RCAC") and a director of National
Propane Corporation ("NPC"), the managing general partner of
National Propane Partners, L.P. (the "Partnership"), a
distributor of liquefied petroleum gas. Since April, 1997 Mr.
Peltz has also served as Chairman of the Board of NPC. He is
also a general partner of DWG Acquisition, whose principal
business is ownership of securities of the Company. From
its formation in January 1989 until April 23, 1993, Mr.
Peltz was Chairman and Chief Executive Officer of Trian
Group, Limited Partnership
("Trian"), which provided investment banking and management
services for entities controlled by Mr. Peltz and Mr. May.
From 1983 to December 1988, he was Chairman and Chief
Executive Officer and a director of Triangle Industries, Inc.
("Triangle"), which, through wholly-owned subsidiaries, was,
at that time, a manufacturer of packaging products, copper
electrical wire and cable and steel conduit and currency and
coin handling products. From November 1989 through May 1992,
Mr. Peltz was a director of Mountleigh Group plc, a British
property trading and retailing company ("Mountleigh"). He
served various executive capacities, including Executive
Chairman, of Mountleigh from November 1989 until October 1991.
Mr. Peltz is 54 years of age.
Peter W. May......Mr. May has been a director and President and
Chief Operating Officer of the Company since April 23, 1993.
Since then, he has also been a director and President and
Chief Operating Officer of certain of the Company's
subsidiaries, including RCAC and a director of NPC. Since
April, 1997, Mr. May has also served as Vice Chairman of NPC.
He is also a general partner of DWG Acquisition. From its
formation in January 1989 until April 23, 1993, Mr. May was
President and Chief Operating Officer of Trian. He was
President and Chief Operating Officer and a director of
Triangle from 1983 until December 1988. From November 1989
through May 1992, Mr. May was a director of Mountleigh and
served as Joint Managing Director of Mountleigh from November
1989 until October 1991. Mr. May is 54 years of age.
Hugh L. Carey.....Mr. Carey has been a director of the Company since June 9,
1994. He was an Executive Vice President of W.R. Grace & Co.
("Grace") from 1987 to December 31, 1995. From 1993 to
December 31, 1995, he served Grace as director of its
Government Relations Division, and from 1987 until 1993, he
ran Grace's office of environmental policy. Mr. Carey was the
Governor of the State of New York from 1975 until 1983 and a
member of Congress from 1960 until 1975. From 1991 until 1993,
he was Chairman of the National Institute of Former Governors.
Mr. Carey is also a director of China Trust Bank and
PhyMatrix, Inc.; of Counsel to Whitman Breed Abbott & Morgan
and Chairman of the Board of Advisors to Cambridge Partners,
L.L.C. Mr. Carey is 78 years of age.
Clive Chajet......Mr. Chajet has been a director of the Company since June 9,
1994. He has been Chairman of Chajet Consultancy, L.L.C., a
consulting firm specializing in identity and image management,
since January, 1997. Prior thereto, Mr. Chajet was Chairman of
Lippincott & Margulies Inc., also a consulting firm
specializing in identity and image management, from 1983 to
January, 1997. Mr. Chajet is 60 years of age.
Stanley R. Jaffe..Mr. Jaffe has been a director of the Company since June 9,
1994. Mr. Jaffe is a motion picture producer and owner of
Jaffilms, LLC. From 1991 until 1994, Mr. Jaffe was
President and Chief Operating Officer and a Director of
Paramount Communications Inc., a motion picture and
entertainment company. From prior to 1988 until 1991, Mr.
Jaffe was principal partner in Jaffe/Lansing Productions, an
independent motion picture production company. Mr. Jaffe is 56
years of age.
Joseph A. Levato..Mr. Levato has been a director of the Company since
June 6, 1996. Mr. Levato served as Executive Vice President
and Chief Financial Officer of Triarc from April 24, 1993 to
August, 1996. He also served as Executive Vice President and
Chief Financial Officer of certain of Triarc's subsidiaries,
including RCAC, from April 24, 1993 to August, 1996. Prior to
April 1993, he was Senior Vice President and Chief Financial
Officer of Trian from January 1992 until April 24, 1993. From
1984 to January 1989, he served as Senior Vice President and
Chief Financial Officer of Triangle. Mr. Levato is 56 years of
age.
David E. Schwab II Mr. Schwab has been a director of the Company since October
1994. Mr. Schwab has been a partner of Schwab Goldberg
Price & Dannay, a law firm, for more than five years. Mr.
Schwab also serves as Chairman of the Board of Trustees of
Bard College. Mr Schwab is 65 years of age.
Raymond S. Troubh Mr. Troubh has been a director of the Company since June 9,
1994. He has been a financial consultant since prior to
1989. Mr. Troubh is a director of ADT Limited, America West
Airlines, Inc., Applied Power, Inc., ARIAD Pharmaceuticals,
Inc., Becton, Dickinson & Co., Benson Eyecare Corporation,
Diamond Offshore Drilling, Inc., Foundation Health
Corporation, General American Investors Company, Manville
Corporation, Olsten Corporation, Petrie Stores Corporation,
Time Warner Inc., and WHX Corporation. Mr. Troubh is 70
years of age.
Gerald Tsai, Jr...Mr. Tsai has been a director of the Company since October
1993. Since February 1993, he has been Chairman of the Board,
President and Chief Executive Officer of Delta Life
Corporation, a life insurance and annuity company with which
Mr. Tsai became associated in 1992. Mr. Tsai also serves as a
director of Rite Aid Corporation, Sequa Corporation, Zenith
National Insurance Corporation and Proffitt's, Inc. He is a
trustee of Meditrust, Boston University and New York
University Medical Center. Mr. Tsai is 68 years of age.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NINE
NOMINEES NAMED ABOVE.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of Triarc, all of whom (other than John C. Carson, who is a British
citizen) are U.S. citizens.
NAME AGE POSITIONS
- -------------------------------------------------------------------------------
Nelson Peltz 54 Director; Chairman and Chief Executive Officer
Peter W. May 54 Director; President and Chief Operating Officer
Michael Weinstein 48 Chief Executive Officer of the Triarc Beverage Group
John C. Carson 51 Chairman of the Triarc Beverage Group
Roland C. Smith 42 President of the Triarc Restaurant Group
Ronald D. Paliughi 53 President and Chief Executive Officer of National
Propane Corporation
Brian L. Schorr 38 Executive Vice President, General Counsel, and
Assistant Secretary
John L. Barnes, Jr 49 Senior Vice President and Chief Financial Officer
John L. Cohlan 40 Senior Vice President -- Corporate Finance
Eric D. Kogan 33 Senior Vice President -- Corporate Development
Francis T. McCarron 40 Senior Vice President -- Taxes
Martin M. Shea 53 Senior Vice President -- Corporate Communications
Stuart I. Rosen 37 Vice President and Associate General Counsel, and
Secretary
Fred H. Schaefer 52 Vice President and Chief Accounting Officer
Set forth below is certain additional information concerning the persons
listed above (other than Messrs. Peltz and May, for whom such information has
been provided under "Nominees for Election" above).
Michael Weinstein has served as Chief Executive Officer of the Triarc
Beverage Group and Royal Crown since October, 1996. Mr. Weinstein has also
served as Chief Executive Officer of Mistic Brands, Inc. ("Mistic") since August
9, 1995, when Mistic was acquired by Triarc. Prior to August 1995, he was
president of Liquid Logic, a private beverage consulting business he founded in
1994. From 1981 until the end of 1993, he served in various executive capacities
at A&W Brands, Inc. lastly as President/Chief Operating Officer. From 1978 to
1981, he was a Vice President at Kenyon & Eckhardt Advertising. He began his
career at Pepsi-Cola Company, where he held various sales and marketing
positions from 1972 to 1978.
John C. Carson has been Chairman of the Triarc Beverage Group since
October, 1996. Prior thereto, he had served as President and Chief Executive
Officer of Royal Crown Company, Inc. from April 24, 1993 to October, 1996.
Prior to April, 1993, Mr. Carson was President of Cadbury Beverages, North
America, a subsidiary of Cadbury Schwepps, PLC, where he was also a member of
Cadbury Beverages Global Board. Mr. Carson was President of Schwepps N.A. from
1984 to 1988, vice president of sales and marketing of Schwepps Bottling U.K.
and Cadbury U.K. from 1964 to 1981.
Roland C. Smith has been President of the Triarc Restaurant Group (Arby's,
Inc.) since February, 1997. Prior thereto, Mr. Smith had served in various
positions at Arby's, Inc. since July 1994 (last serving as Senior Vice President
and General Manager of Arby's, Inc. since August 1996). From January, 1992 to
July, 1994 Mr. Smith served in various positions at KFC International, last
serving as General Manager - Western Canada.
Ronald D. Paliughi has been President and Chief Executive Officer of NPC,
the managing general partner of the Partnership, since April 24, 1993. He was
engaged in private research and consulting services from 1992 until April 1993.
During 1991, he served as a United States Army Officer in Operation Desert
Storm. From 1987 to 1990, Mr. Paliughi was Senior Vice President -- Western
Operations of AP Propane (AmeriGas), one of the largest liquefied petroleum gas
companies in the United States and a subsidiary of UGI Corporation. During 1986,
Mr. Paliughi was director of retail operations of CalGas Corporation, a division
of Dillingham Corporation, a liquefied petroleum gas company, and for more than
14 years prior thereto, he held various positions with Vangas, Inc., last
serving as Senior Vice President -- General Manager.
Brian L. Schorr has been Executive Vice President and General Counsel of
Triarc and certain of its subsidiaries since June 29, 1994. Prior thereto, Mr.
Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm
which he joined in 1982 and subsequent thereto through April 1995 he was Of
Counsel to that firm in connection with limited liability company and limited
liability partnership matters. That firm provides legal services to Triarc and
its subsidiaries.
John L. Barnes, Jr. has been Senior Vice President and Chief Financial
Officer of Triarc since August, 1996 and was Senior Vice President of Triarc
from April, 1996 to August, 1996. Prior thereto, Mr. Barnes had served as
Executive Vice President and Chief Financial Officer of Graniteville Company
(which was sold by the Company in April, 1996) for more than five years.
John L. Cohlan has been Senior Vice President -- Corporate Finance of
Triarc since January, 1994. He has also been Senior Vice President -- Corporate
Finance of certain of Triarc's subsidiaries, including RCAC, since January 1994.
Prior thereto, he had served as Senior Vice President -- Corporate Development
of Triarc and such subsidiaries since April 24, 1993. Before joining Triarc, he
was a Senior Vice President of Trian from July 1992 until April 24, 1993. From
January 1992 until May 1992, Mr. Cohlan was associated with Mountleigh. From
1989 until 1991, he was a principal of The Palmer Group, Inc., a firm
specializing in corporate restructurings, particularly in the hotel industry.
Eric D. Kogan has been Senior Vice President -- Corporate Development of
Triarc since March, 1995. Prior thereto, he was Vice President -- Corporate
Development of Triarc since April 24, 1993. Before joining Triarc, Mr. Kogan was
a Vice President of Trian Group, L.P. from September, 1991 to April, 1993 and an
associate in the mergers and acquisitions group of Farley Industries, an
industrial holding company, from 1989 to August, 1991.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc since
April 24, 1993. He has also been Senior Vice President -- Taxes of certain of
Triarc's subsidiaries, including RCAC, since April 24, 1993. Prior thereto, he
was Vice President -- Taxes of Trian from its formation in January, 1989 until
April 24, 1993. He joined Triangle in February, 1987 and served as Director of
Tax Planning & Research until January, 1989.
Martin M. Shea has been Senior Vice President -- Corporate Communications
of Triarc from July 1994 through May 1995 and from November 1995 to the present.
From June 1995 through October 1995, he served as Managing Director at Edelman
Worldwide. Prior to July 1994, he served in various capacities in the investor
relations department of Paramount Communications Inc. since 1977, including Vice
President -- Investor Relations since 1992 and Assistant Vice President --
Investor Relations from 1983 to 1992.
Stuart I. Rosen has been Vice President and Associate General Counsel, and
Secretary of Triarc and certain of its subsidiaries since August 1, 1994. Prior
thereto, he was associated with Paul, Weiss, Rifkind, Wharton & Garrison since
1985.
Fred H. Schaefer has been Vice President and Chief Accounting Officer of
Triarc since April 24, 1993. He has also been Vice President and Chief
Accounting Officer of certain of Triarc's subsidiaries, including RCAC, since
April 24, 1993. Prior thereto, he was Vice President and Chief Accounting
Officer of Trian from its formation in January 1989 until April 24, 1993. Mr.
Schaefer joined Triangle in 1980 and served in various capacities in the
accounting department, including Vice President -- Financial Reporting, until
January 1989.
The term of office of each executive officer is until the organizational
meeting of the Triarc Board following the next annual meeting of Triarc
stockholders and until his successor is elected and qualified or until his prior
death, resignation or removal.
BOARD MEETINGS AND CERTAIN COMMITTEES OF THE BOARD
Nine meetings of the full Board of Directors were held during the fiscal
year ended December 31, 1996. Each incumbent director who is a nominee for
reelection attended more than 75% of the meetings of the Board of Directors that
were held after such director's election to the Board and more than 75% of all
committees of the Board of Directors that he was eligible to attend in 1996.
The Company has standing audit, nominating, and compensation committees
whose current functions and members are described below. It is anticipated that
at its first meeting following the Meeting, the Board will designate the
directors to serve on each of these Committees until the next annual meeting of
stockholders.
Audit Committee. The Audit Committee is composed of Messrs. David E.
Schwab II (Chairman), Stanley R. Jaffe, Raymond S. Troubh and Gerald Tsai, Jr.
This Committee is charged with the responsibility of overseeing the financial
reporting process of the Company. In the course of performing its functions, the
Audit Committee (i) reviews the Company's internal accounting controls and its
annual consolidated financial statements, (ii) reviews with the Company's
independent certified public accountants the scope of their audit, their report
and their recommendations, (iii) considers the possible effect on the
independence of such accountants in approving non-audit services requested of
them, and (iv) recommends the action to be taken with respect to the appointment
of the Company's independent certified public accountants. The Audit Committee
met three times during 1996.
Nominating Committee. The Nominating Committee is composed of Messrs.
Peter W. May (Chairman), Nelson Peltz, Hugh L. Carey and M. L. Lowenkron. This
Committee is charged with the responsibility of considering and recommending
individuals to be considered by the Board for membership on the Board of
Directors. The Nominating Committee met once during 1996.
The Nominating Committee will consider nominations for Board membership by
stockholders. The Nominating Committee has adopted the following rules with
respect to considering such nominations: (i) the nominating stockholder must
have owned shares of Class A Common Stock or (to the extent entitled to vote for
Directors) other classes of common stock or preferred stock for at least six
months prior to the date the nomination is submitted; (ii) the nomination must
be received by the Nominating Committee 120 days before the mailing date for
proxy material applicable to the annual meeting for
which such nomination is proposed for submission; and (iii) a detailed statement
setting forth the qualifications, as well as the written consent, of each party
nominated must accompany each nomination submitted.
Compensation Committee. The Compensation Committee is composed of Messrs.
Gerald Tsai, Jr. (Chairman), Clive Chajet, David E. Schwab II and Raymond S.
Troubh. The Committee is charged with the responsibility of (i) reviewing,
advising and making recommendations with respect to employee salary and
compensation plans, benefits and standards applicable to the executive officers
of the Company, (ii) taking all actions with respect thereto that are not
specifically reserved for the Board of Directors, and (iii) administering the
Triarc Companies, Inc. 1993 Equity Participation Plan (the "Equity Participation
Plan") and such other salary or compensation plans as the Committee is
designated to administer. The Compensation Committee met five times during 1996.
COMPENSATION OF DIRECTORS
Each non-management director of the Company receives an annual retainer of
$25,000 for serving on the Board. In addition, each non-management director of
the Company also receives $1,000 for each meeting of the Board or of a Committee
of the Board attended by him. At the option of each non-management director,
these fees may be paid in shares of Class A Common Stock rather than in cash.
See "Executive Compensation -- Certain Employment Arrangements with Executive
Officers" below for certain information relating to compensation of the
Company's management directors.
In addition, pursuant to the Equity Participation Plan, each director of
the Company who is not also an employee of the Company or any subsidiary
receives options to purchase 15,000 shares of Class A Common Stock on the date
of his initial election or appointment to the Board of Directors and, in
connection therewith, tandem stock appreciation rights ("SARs") for the same
number of shares. On the date of each subsequent annual meeting of stockholders
of the Company at which a director is reelected, such director will receive
options to purchase 3,000 shares of Class A Common Stock and, in connection
therewith, SARs for the same number of shares.
For information concerning certain fees paid to certain former directors
of Triarc and related matters, see "Item 3. Legal Proceedings" in the Company's
Annual Report on Form 10-K for the year ended December 31,1996.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Triarc's directors, executive officers, and persons who own more than ten
percent of Triarc's common stock, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Directors, executive officers and
greater than ten percent stockholders are required by the SEC regulations to
furnish Triarc with copies of all Forms 3, 4 and 5 they file.
Based solely on Triarc's review of the copies of such forms it has
received, or written representations from certain reporting persons that no Form
5s were required for these persons, Triarc believes that all its directors,
executive officers, and greater than ten percent beneficial owners complied with
all filing requirements applicable to them with respect to Fiscal 1996 except
for the following inadvertent omission: Mr. Smith did not file his initial
ownership report on a timely basis. When this inadvertent omission was
discovered, Mr. Smith promptly filed the appropriate report.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the beneficial ownership as of April 21,
1997August 10, 2001 by
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of Class A Common Stock (constituting the only class of
voting capital stock of the Company), each director of the Company and
nominee for director of the Company who has such
ownership, each executive
officer whose name appears in the Summary Compensation Table below (the "Named
Officers") who was an executive officerCompany's Chairman and Chief Executive Officer, the President and
Chief Operating Officer and each of the Companyother three (3) most highly compensated
officers as of April 21, 1997 and
all directors and executive officers as a group.
AMOUNT AND
NATURE
NAME AND ADDRESS OF OF PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ----------------------------- ----------------- -------------
DWG Acquisition Group, L.P ..............5,982,867 shares (2) 25.0%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ............................6,974,967 shares (2)(3)(4)(5) 28.0%
280 Park Avenue
New York, NY 10017
Peter W. May ............................6,653,000 shares (2)(3)(6) 27.1%
280 Park Avenue
New York, NY 10017
William Ehrman ..........................1,500,793(7)(8) 6.2%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
James McLaren
300 Park Avenue
New York, NY 10022
Hugh L. Carey ............................ 27,451 shares (9) *
280 Park Avenue
New York, NY 10017
Clive Chajet ..............................27,300 shares(10) *
280 Park Avenue
New York, NY 10017
Stanley R. Jaffe ..........................28,777 shares (9) *
280 Park Avenue
New York, NY 10017
Joseph A. Levato .........................148,000 shares (11) *
280 Park Avenue
New York, NY 10017
M. L. Lowenkron ...........................22,500 shares (9) *
280 Park Avenue
New York, NY 10017
David E. Schwab II ........................23,000 shares (9) *
1185 Avenuethe end of the Americas
New York, NY 10036
Raymond S. Troubh .........................39,500 shares (9) *
280 Park Avenue
New York, NY 10017
Gerald Tsai, Jr. ..........................32,826 shares (12) *
200 Park Avenue
Suite 4501
New York, NY 10166
Brian L. Schorr ................................86,990 shares(13) *
280 Park Avenue
New York, NY 10017
John L. Cohlan .................................88,833 shares (14) *
280 Park Avenue
New York, NY 10017
Eric D. Kogan ..................................68,000 shares (15) *
280 Park Avenue
New York, NY 10017
Directors and Executive Officers as a group
(21 persons)..................................8,594,778 shares 32.5%
- ---------
* Less than 1%
(1)Company's last fiscal year. Except as otherwise
indicated, each person has sole voting and dispositive power with respect to
such shares.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
DWG Acquisition Group, L.P................................ 5,982,867 shares(1) 29.4%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz.............................................. 7,490,209 shares(1)(2)(3) 34.3%
280 Park Avenue
New York, NY 10017
Peter W. May.............................................. 6,998,000 shares(1)(2) 32.8%
280 Park Avenue
New York, NY 10017
Lockheed Martin Investment
Management Company........................................ 1,763,863 shares(4) 8.7%
6705 Rockledge Drive
Bethesda, MD 20817-1814
Neuberger Berman Inc...................................... 1,232,875 shares(5) 6.1%
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158
Hugh L. Carey............................................. 49,252 shares *
Clive Chajet.............................................. 39,800 shares(6) *
Joseph A. Levato.......................................... 54,375 shares *
David E. Schwab II........................................ 39,440 shares *
Jeffrey S. Silverman...................................... 62,590 shares *
Raymond S. Troubh......................................... 52,000 shares *
Gerald Tsai, Jr........................................... 37,855 shares *
John L. Barnes, Jr........................................ 104,001 shares *
Eric D. Kogan............................................. 80,667 shares *
Brian L. Schorr........................................... 72,957 shares(7) *
Directors and Executive Officers as a group
(19 persons).............................................. 9,408,280 shares 39.9%
* Less than 1%
(1) The Company is informed that DWG Acquisition has pledged such shares to a
financial institution on behalf of Messrs. Peltz and May to secure loans made to
them.
(3)(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
Mr. May are the sole general partners.
(4)(3) Includes 20023,750 shares owned by a family trustlimited partnership of which Mr.
Peltz is a general partner.General Partner. Mr. Peltz disclaims beneficial ownership of these
shares.
(4) The information set forth herein with respect to Lockheed Martin Investment
Management Company ("Lockheed Martin") is based solely on information contained
in a Schedule 13G/A filed with the SEC on February 8, 2001 pursuant to the
Exchange Act. Lockheed Martin is deemed to be the beneficial owner of 1,763,863
shares of Class A Common Stock. Lockheed Martin has sole voting and dispositive
power over these shares.
5
Lockheed Martin Master Retirement Trust, of which Lockheed Martin is the named
fiduciary and investment adviser, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, shares
beneficially owned by Lockheed Martin in an amount exceeding 5%.
(5) The information set forth herein with respect to Neuberger Berman, LLC
("Neuberger LLC") and Neuberger Berman, Inc. (the parent holding company of
Neuberger LLC, "Neuberger Inc.") is based solely on information contained in a
Schedule 13G/A filed with the SEC on February 6, 2001 pursuant to the Exchange
Act. Neuberger LLC and Neuberger Berman Management Inc. ("Neuberger
Management"), serve as sub-adviser and investment manager, respectively, of
Neuberger Inc.'s various mutual funds. Neuberger LLC and Neuberger Management
are deemed to be beneficial owners of 1,232,875 shares of Class A Common Stock.
These shares are included as shares over which Neuberger LLC and Neuberger
Management have shared voting and dispositive power. Neuberger LLC and Neuberger
Management disclaim beneficial ownership of an additional 86,000 shares of Class
A Common Stock owned by employees in their own personal securities accounts.
(6) Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares Mr.
Chajet disclaims beneficial ownership.
(5)(7) Includes 100 shares owned by a minor child of Mr. Schorr, as to which shares
Mr. Schorr disclaims beneficial ownership.
The above beneficial ownership table includes options to purchase 965,000 shares of
Class A Common Stock which have vested or will vest within 60 days of April 21, 1997.
(6) Includes options to purchase 643,333August 10,
2001 by the following persons:
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER REPRESENTED BY OPTIONS
Nelson Peltz............................................. 1,456,667 shares
of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(7) The information set forth herein with respect to Messrs. Ehrman,
Greenberg, Ketcher, GerstlPeter W. May............................................. 968,333 shares
Hugh L. Carey............................................ 32,000 shares
Clive Chajet............................................. 32,000 shares
Joseph A. Levato......................................... 41,000 shares
David E. Schwab II....................................... 32,000 shares
Jeffrey S. Silverman..................................... 20,000 shares
Raymond S. Troubh........................................ 32,000 shares
Gerald Tsai, Jr.......................................... 35,000 shares
John L. Barnes, Jr....................................... 100,001 shares
Eric D. Kogan............................................ 66,667 shares
Brian L. Schorr.......................................... 66,667 shares
Directors and McLaren is based solely on information
contained in a Schedule 13D, dated July 16, 1996, filed pursuant to the
Securities Exchange Act of 1934, as amended.
(8) Includes an aggregate of 1,365,793 shares of Class A Common Stock that
Messrs. Ehrman, Ketcher, Gerstl, Greenberg and McLaren may be deemed to
beneficially own as general partners of EGS Associates, L.P., a Delaware
limited partnership, EGS Partners, L.L.C., a Delaware limited liability
company, Bev Partners, L.P., a Delaware limited partnership and Jonas
Partners, L.P., a Delaware limited partnership. Also includes (i) 55,150
shares of Class A Common Stock owned directly by Mr. Ehrman and 39,150
shares of Class A Common Stock owned by members of Mr. Ehrman's immediate
family; (ii) 23,600 shares of Class A Common Stock owned directly by Mr.
Ketcher and 1,100 shares of Class A Common Stock owned by a member of Mr.
Ketcher's immediate family and his mother-in-law; (iii) 2,500 shares of
Class A Common Stock owned directly by Mr. Gerstl and 8,500 shares of
Class A Common Stock owned by a member of Mr. Gerstl's immediate family;
and (iv) 2,000 shares of Class A Common Stock owned directly by Mr.
Greenberg and 3,000 shares of Class A Common Stock owned by a member of
Mr. Greenberg's immediate family.
(9) Includes options to purchase 19,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(10) Includes options to purchase 19,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997 and 1,300 shares
owned by Mr. Chajet's wife, as to which shares Mr. Chajet disclaims
beneficial ownership.
(11) Includes options to purchase 120,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(12) Includes options to purchase 22,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(13) Includes options to purchase 80,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(14) Includes options to purchase 76,333 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997
(15) Includes options to purchase 59,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
-------------------
The foregoing table does not include 5,997,622 shares of Triarc's
non-voting Class B Common Stock owned by Victor Posner and certain affiliates of
Victor PosnerExecutive Officers as a
result of a Settlement Agreement dated January 9, 1995 by and
among Victor Posner, certain affiliates of Victor Posner and the Company. For
information regarding this Settlement Agreement, see "Item 1. Business --
Introduction -- New Ownership; Posner Settlement" in Triarc's Annual Report on
Form 10-K for the year ended December 31, 1995. Thegroup (19 persons)..................................... 3,190,334 shares of Class B Common
Stock can be converted without restriction into an equal number of shares of
Class A Common Stock following a transfer to a non-affiliate of Posner. The
Company has certain rights of first refusal if such shares are proposed to be
sold to an unaffiliated party. If the 5,997,622 currently outstanding shares of
the Class B Common Stock were converted into shares of Class A Common Stock,
such shares would constitute approximately 20.0% of the then outstanding shares
of Class A Common Stock as of April 21, 1997. None of the directors or nominees
for directors of the Company or the Named Officers beneficially owned any Class
B Common Stock as of April 21, 1997.
Except for the arrangements relating to the shares described in footnote (2)(1) to
the foregoingbeneficial ownership table, there are no arrangements known to the Company
the operation of which may at a subsequent date result in a change in control of
the Company.
EXECUTIVE COMPENSATION
REPORT6
PROPOSAL 1.
AMENDMENT TO THE COMPANY'S CERTIFICATE OF THE COMPENSATION COMMITTEE
Introduction. This report to stockholders presents an overview of both the
charterINCORPORATION
INTRODUCTION
Article IV of the Compensation CommitteeCompany's Certificate of Incorporation currently provides that
the total number of shares of capital stock which the Company is authorized to
issue is one hundred fifty million (150,000,000), of which one hundred million
(100,000,000) are shares of Class A Common Stock, par value ten cents ($.10) per
share (the "Class A Common Stock"), twenty five million are shares of Class B
Common Stock, par value ten cents ($.10) per share (the "Old Class B Common
Stock"), and twenty five million (25,000,000) are shares of Preferred Stock, par
value ten cents ($.10) per share (the "Preferred Stock"). No shares of Old Class
B Common Stock or Preferred Stock are currently outstanding.
At the Special Meeting, the Company's stockholders are being asked to consider
and vote upon a proposal to approve an amendment, in the form attached hereto as
Annex A (the "Amendment"), to Article IV of the Company's Certificate of
Incorporation that would (i) increase the total number of shares of capital
stock which the Company has authority to issue to three hundred million
(300,000,000) shares, (ii) cancel the authorization of the Old Class B Common
Stock, (iii) increase the total number of authorized shares of Preferred Stock
to one hundred million (100,000,000) shares, and (iv) authorize one hundred
million (100,000,000) shares of a new Class B Common Stock.
The powers, designations, preferences, rights and qualifications, limitations or
restrictions of the new Class B Common Stock will not be stated in the
Amendment. Instead, the Amendment will authorize the Board to establish the
powers, designations, preferences, rights and qualifications, limitations or
restrictions thereof for the new Class B Common Stock, or any series thereof, in
a resolution or resolutions of the Board of Directors (the
"Compensation Committee") and of the Company's compensation philosophy. It also
discusses the Compensation Committee's compensation related decisions in respect
of 1996 performance.
The Compensation Committee's Role. The Compensation Committee's principal
function is to review and approve the compensation program for the executive
officers of the Company (the "Executive Compensation Program") and to administerproviding
for the Equity Participation Plan.issue of the new Class B Common Stock, or any series thereof, as set
forth in a certificate of designation filed with the Secretary of State of the
State of Delaware. The Company's Executive Compensation Program is designed to motivate
executives to achieve the Company's business objectives, with a particular
emphasis on stockholder value. Certaincurrent Certificate of the Company's executive officers
were in 1996, and are currently, employed pursuant to multi-year employment
agreements, the purpose of which is to retain the services of such officers
for extended periods. The minimum salary to which each such executive officer is
entitled is specified in the employment agreement, but the annual bonus for
such executive officers, which is a major part of an executive officer's
cash compensation, and awards of stock options for executive officers, are
approved by the Compensation Committee, which is comprised entirely of
non-management directors. The principal terms of the employment agreements
of certain executive officers are described under "Employment
Arrangements with Executive Officers" below.
To fulfill its principal function, the Compensation Committee specifically
reviews and approves each of the elements of the Executive Compensation Program
and will continually assess the effectiveness of the program as a whole. This
includes reviewing the design of the Company's various incentive plans for
executive officers and assessing the competitiveness of the overall Executive
Compensation Program.
Overall Objectives of the Executive Compensation Program. The Executive
Compensation Program is designed to help the Company retain, motivate and
recruit the executive officers needed to maximize the Company's return to
stockholders. The Company's explicit objective is to pay at levels required to
secure the exceptionally talented executive officers, in particular, and
employees, in general, necessary to achieve its long-term financial, strategic
and stock price growth goals. Since one of the Company's objectives is rapid
revenue growth, both by internal expansion and through acquisitions, the Company
has recruited the executive talent required to run a company which is larger
than the Company in its present form.
Toward that end, the Executive Compensation Program is designed to
provide:
o Levels of compensation that are highly competitive with those provided
in the various markets in which the Company competes for its executive
resources.
o Incentive compensation that:
o varies in a consistent and predictable manner with the
financial performance of the Company and/or its various business units;
o varies in a consistent and predictable manner with the stock
price performance of the Company; and
o effectively rewards individual performance.
In designing and administering the Executive Compensation Program, the
Compensation Committee, acting on behalf of the stockholders, seeks an
appropriate balance among these objectives, the most important of which are
discussed in greater detail below.
Providing Highly Competitive Levels of Compensation. The Company provides
its executive officers with a total compensation package that -- at expected
levels of performance -- is generally intended to rank in the 75th percentile
of compensation packages provided to executives in the consumer products and
food and beverage industries (as adjusted to reflect the Company's size,
inclusive of franchise sales) who hold comparable positions or have
similar qualifications. In addition, such compensation takes into account the
highly unusual roles and combinations of responsibilities undertaken by Triarc's
executive officers.
Given the Company's aggressive stockholder return objectives, the Company
has designed salary and incentive programs intended to attract exceptionally
high-caliber executives and is committed to paying these same executives a
substantial portion of their compensation based directly on the Company and
business unit performance.
To establish appropriate competitive frames of reference, the Company
looks toward pay levels offered by leading-performance companies in the relevant
markets for executive talent. The Company periodically assesses an executive's
competitive level of compensation based on information drawn from a variety of
sources, including proxy statements, compensation surveys and external
compensation consultants. The Company's review of competitive compensation
levels incorporates a case-by-case approach that considers each position's
relative content, accountabilities and scope of responsibility. The Company also
takes into account its businesses, current size and expected growth, expected
contributions from specific executives and other similar factors. For senior
executive corporate officers,Incorporation grants
this review includes an examination of pay data
for comparable positions within the consumer products and food and beverage
industries, as well as data for other diversified holding companies and pay data
for individuals with backgrounds comparable to such officers. Comparisons for
senior unit officers were made to compensation rates for analogous positions in
the consumer products and food and beverage industries and general industry, as
appropriate to each unit's business, viewing each unit's senior executive
officer as a senior executive officer of a stand alone company. The Committee
paid particular attention to each position's specific mix and scope of
responsibilities relative to those for the surveyed positions.
The Committee is aware that companies selected for compensation comparison
purposes differ from those used for relative stockholder return comparison
purposes in this proxy statement's performance graph. The Committee believes
stockholders' interests are best served by providing compensation necessary to
attract needed exceptional executive talent from relevant labor markets and
that, in many cases, this talent will be attracted from sources outside the
performance comparison group since the diversified companies used for comparison
of relative stockholder return may not compete in any or all of the businesses
engaged in by the Company. The Committee believes this executive resources
strategy will enable the Company to exhibit long-term stockholder returns above
those evident in the performance graph comparison group.
While the expected value of an executive's compensation package is set at
a highly competitive level, each executive officer's pay package places a
significant portion of pay at risk, and the actual value of the package will
exceed or fall below this level depending on actual Company results. The Company
is committedpower to the pay-for-performance philosophy and has implemented an
Executive Compensation Program which ensures that stockholders receive
performance-for-pay.
Ensuring Incentive Compensation Varies With Performance. The Executive
Compensation Program is designed to ensure that incentive compensation varies in
a consistent and predictable manner with the financial and stock performance of
the Company and/or its business units. Awards paid under the Company's annual
and long-term incentive plans will be directly tied to the Company's and its
units' short-and long-term financial performance, as well as the performance of
the Company's stock price.
In addition to annual incentive awards, in August, 1996, the Compensation
Committee approved the payment of special bonuses to the executive officers of
the Company (including the Chairman and Chief Executive Officer and President
and Chief Operating Officer) in connection with their activities relating to the
successful monetization of certain of the Company's businesses that presented
strategic alternatives. Such bonuses for the Named Officers are included in the
Summary Compensation Table below. In making such awards, the Compensation
Committee took note of the fact that the completion of these transactions
resulted in the realization of substantial cash funds by the Company for use in
ongoing operations and business expansions and that the proceeds from the sale
of the Southeastern Public Service Company's and Graniteville Company's
businesses, together with funds received by the Company from National Propane
Corporation (in connection with the formation and recapitalization of National
Propane Partners, L.P.) and C.H. Patrick & Co., Inc. (in connection with a
refinancing of its then outstanding indebtedness), involved transactions in
excess of $500 million (which amount exceeded the Company's expectations) and
which culminated in the receipt by the Company of liquid funds of approximately
$200 million. In light of the Company's performance in 1996 and the successful
completion of the transactions described above, total cash compensation
(including incentive awards granted in March, 1997 with respect to 1996 and
special bonuses granted in August, 1996 (discussed above)) paid to the Company's
executive officers was generally higher than that paid to such executives with
respect to 1995.
The Company's various incentive plans each serve slightly different
purposes and, as such, employ different measures of performance and cover
different periods of time. Accordingly, an executive officer's total
compensation will not typically vary based on any single measure of Company or
business unit performance over a particular period of time. However, in
combination, these plans provide a powerful incentive -- focusing management
attention on those measures important to stockholders, and hold participants
accountable for poor results and reward them for superior accomplishments.
The Company also believes that effectively rewarding individual
performance helps drive managers to contribute in ways that enhance the
financial and stock performance of the Company and its various business units.
Although the Executive Compensation Program provides compensation that varies
with financial and stock price performance, an executive officer's incentive
awards may also be influenced by qualitative assessments of Company, business
unit and individual performance, as appropriate. For all executive officers,
these assessments are made by the Compensation Committee.
Overview of the Executive Compensation Program. The Executive Compensation
Program is comprised of three principal elements, the base salary program, and
annual and long-term incentives (consisting of the mid-term plans for subsidiary
executive officers and key employees discussed below and restricted stock and
option awards). Each of these is designed and administered with the explicit
purpose of furthering the stockholders' interests by facilitating the employment
of highly-talented executives and motivating them to achieve exceptional levels
of performance. An overview of each of these elements and how each is intended
to support stockholder interests are provided below.
Base Salary Compensation. The Company's base salary program is
intended to provide base salary levels that are competitive in the
external market for executive talent, reflect an individual's ongoing
performance, and are periodically adjusted based on the executive's
performance, the Company's overall financial performance and expected
salary increases in the market for executive talent.
The Company believes the mix of elements in the Executive Compensation
Program is appropriate, and will periodically review base salary levels, their
relationship to the competitive market and to the other components of the
program.
Annual Incentive Compensation. The Company's annual cash incentive
plan for executive officers and key employees of the Company's principal
business units (the "Annual Plan") provides competitive annual pay
opportunities with 50% of amounts earned directly linked to the Company's
and/or business unit's annual financial performance, with the remaining 50%
being based on the individual's annual performance. The Annual Plan sets
annual incentive target awards at levels that are competitive in the
context of the Company's total Executive Compensation Program, and the
appropriate mix of variable and fixed compensation. Financial performance
is assessed annually against pre-set financial and strategic objectives.
Each executive's individual performance award is tied to performance
measures most appropriate to his or her responsibilities. To reinforce the need
for teamwork and focus attention on overall Company objectives, all participants
have 50% of their award tied to corporate or unit financial performance, as
defined by operating income and other measures selected at the outset of each
plan year. For additional information regarding the Annual Plan, see "Employment
Arrangements with Executive Officers -- Cash Incentive Plans" below.
The Compensation Committee believes that the Annual Plan plays a critical
role in the Company's ability to attract desired executives and motivate them
toward aggressive levels of performance.
In addition, annual incentives for the Company's corporate staff (other
than the Chairman and Chief Executive Officer and President and Chief Operating
Officer) are determined by the Compensation Committee on a discretionary basis,
based on interim and year-end reviews of performance relative to strategic and
financial objectives. The Compensation Committee believes that a less
discretionary process would be impractical during the current period of relative
uncertainty, as the Company's corporate center and businesses are restructured.
The Company intends to move to a more formalized annual incentive plan that
determines awards based on Company or unit performance and achievement
of specific objectives when appropriate.
Long-Term Incentive Compensation. The Company provides the executive
officers and key employees of its principal business units with incentives
linked to longer-term business unit and corporate performance through
mid-term cash incentive plans (the "Mid-Term Plans"), and the Equity
Participation Plan. The combination of these two key elements is intended
to provide competitive long-term incentive opportunities, enable
participants to build significant wealth when meaningful stockholder
wealth has been created, and directly link a significant portion of total
pay to the Company's long-term stock performance and, as appropriate, to
business unit longer-term financial performance.
Triarc has had Mid-Term Plans for executive officers and key employees of
each of Royal Crown, Mistic, Arby's and National Propane. Each Mid-Term Plan for
the Company's principal business units provides for cash awards to participants
based on the unit's profit performance over a three-year period, except in the
case of Mistic's Mid-Term Plan, where profit performance is measured over a
five-year period. A pool is created based upon the amount by which the unit's
actual profit reaches or exceeds a targeted level. For additional information
regarding the Mid-Term Plans, see "Employment Arrangements with Executive
Officers -- Cash Incentive Plans" below. However, in light of significant
corporate events at each of the Company's principal business units, the Company
is currently evaluating the specific provisions of the Mid-Term Plans.
The Equity Participation Plan provides senior corporate and business unit
managers and key employees, including the individuals named in the Summary
Compensation Table below, with stock-based incentives. Although the Equity
Participation Plan is generally designed to provide periodic grants of options
on the Class A Common Stock, it also provides for the use of restricted stock
awards. No restricted stock awards were made in respect of 1996. Overall, the
Equity Participation Plan is intended to provide competitive long-term incentive
opportunities and tie executive long-term financial gain to increases in the
Company's stock price. For additional information regarding the Equity
Participation Plan, see "Employment Arrangements with Executive Officers -- 1993
Equity Participation Plan" below.
Other Executive Compensation. In addition, the Company provides executive
officers with benefits and perquisites such as a 401(k) plan, health and life
insurance benefits and, in certain cases, tax and financial planning advice.
Overall, the Compensation Committee believes the provided levels of benefits and
perquisites are necessary and, in combination with the previously mentioned
compensation elements, facilitate the Company's ability to secure the needed
executive talents.
Adoption of CEO and COO Compensation Arrangements. In April 1993, the
Compensation Committee adopted compensation arrangements with the Company's
Chairman and Chief Executive Officer and President and Chief Operating Officer
that included base salaries of $1 per year and incentive compensation on a
discretionary basis. In addition, at that time, the Compensation Committee
approved for such executives up-front stock option grants.
In April 1994, the Compensation Committee approved, subject to approval by
the stockholders of appropriate amendments to the Equity Participation Plan
(which amendments were approved by Triarc's stockholders on June 9, 1994),
grants for the Chairman and Chief Executive Officer and the President and Chief
Operating Officer of "performance stock options" for an aggregate of 3,500,000
shares of Class A Common Stock. These options were granted in lieu of base
salary, annual performance bonus and long term compensation for a six-year
period commencing April, 1993. The options have an exercise price of $20.125 per
share and will vest and become exercisable as follows: if the closing price of a
share of Class A Common Stock is at least approximately 135% of the exercise
price for 20 out of 30 consecutive trading days ending on or prior to March 30,
1999, each such option will vest and become exercisable as to one third of the
shares subject to the option; if the closing price of a share of Class A Common
Stock is at least approximately 180% of the exercise price for 20 out of 30
consecutive trading days ending on or prior to March 30, 2000, each such option
will vest and become exercisable as to one third of the shares subject to the
option; and if the closing price of a share of Class A Common Stock is at least
approximately 225% of the exercise price for 20 out of 30 consecutive trading
days ending on or prior to March 30, 2001, the options will vest and become
exercisable as to one third of the shares subject to the option. In addition to
early vesting in the event such closing price levels are attained, each such
option initially was to vest and become exercisable after 14 years and 6 months
even if Class A Common Stock did not so appreciate and to have a term of 15
years from the date of grant. In March 1995, in order to meet certain
requirements of the Securities and Exchange Commission necessary to obtain
favorable accounting treatmentBoard with respect to the performance stock options,Preferred Stock. The Amendment
increases the Compensation Committeenumber of authorized shares of Preferred Stock as to which this
power relates.
The Board of Directors has declared advisable and unanimously recommends that
the stockholders of the Company approve the Amendment.
If the Amendment is approved by the stockholders, the Company intends to file a
Certificate of Amendment to the Certificate of Incorporation of the Company in
accordance with the Amendment. The Amendment will be effective immediately upon
the acceptance of this filing by the Secretary of State of the State of Delaware
(the "Effective Date"). Although the Company presently intends to file the
Certificate of Amendment if the Amendment is approved by stockholders, the
resolution of the stockholders will reserve to the Board of Directors each unanimously approved
(with Messrs. Peltzthe right
to defer or abandon the Amendment and May, abstaining) amendments tonot file the performance stock
options granted to Messrs. Peltz and May, which amendments provided that (a)
such options will vest in 9 years and 6 months, rather than 14 years and 6
months,Certificate of Amendment. The
Company currently knows of no reason why the Amendment would not be filed if
the closing price levels described above are not obtained and (b)
such options will have a term of 10 years, rather than 15 years, from the date
of grant. Additionally, the performance stock options that are exercisable
immediately prior to termination of the optionee's employment remain exercisable
after termination of the optionee's employment during the period of 90 days
immediately following such termination, except upon termination for cause. Upon
the optionee's death or permanent disability while employed by Triarc or upon
the optionee's death during the 90 days following the optionee's termination of
employment, the option becomes fully exercisable and, in the case of the
optionee's death, remains exercisable until the earlier of one year after the
optionee's death or the expiration of the option. 350,000 "performance stock
options" granted to Leon Kalvaria, the former Vice Chairman of Triarc, in April
1994 (which were identical to those granted to Messrs. Peltz and May) were
canceled in January, 1997.
Consistent with the discussion above, the Chairman and Chief Executive
Officer and the President and Chief Operating Officer each received a base
salary of $1 during 1996 and stock option grants (which are set forth in the
Summary Compensation Table), and did not receive any annual incentive bonuses.
As noted above, in light of their contributions to the successful completion of
the monetization of certain of the Company's businesses, special bonuses were
awarded in August, 1996 to the Chairman and Chief Executive Officer and the
President and Chief Operating Officer. Such bonuses are included in the Summary
Compensation Table below. The factors considered in determining the size of such
stock option awards to Messrs. Peltz and May were the stock option guidelines
established for all participants in the Equity Participation Plan as well as
Messrs. Peltz's and May's respective performance and contribution to the
Company. The Committee remains committed to its notion that such up-front grants
of stock options as performance stock options provide a meaningful and
compelling incentive to the Chairman and Chief Executive Officer and the
President and Chief Operating Officer to take actions that result in increases
in stockholder value.
The Omnibus Budget Reconciliation Act of 1993 (the "Tax Act") includes a
provision which may preclude a publicly held corporation from deducting annual
compensation in excess of $1,000,000 paid to certain of its highly compensated
officers. There are, however, exceptions under the Tax Act for qualified
performance based compensation (including stock options and SARs) if certain
conditions are met. Although the Company intended that the "performance stock
options" granted to the Chairman and Chief Executive Officer and the President
and Chief Operating Officer satisfy these conditions, there can be no assurance
that they do satisfy such conditions. The Committee is convinced that the
performance incentive providedadopted by the performance stock options is instockholders.
7
Following the stockholders' best interest, irrespectiveEffective Date, the Board of their treatment underDirectors may approve the Tax Act.
Adoptionissuance of
Mid-Term Plans. The Compensation Committee approved the
implementation of the Mid-Term Plans which is intended to focus the efforts of
the management of each of the Company's principal business units on sustained
profitability. The Mid-Term Plans developed for the Company's principal business
units provide for awards out of an incentive pool created for each of the
principal business units based upon the amount by which a unit's actual profit
reaches or exceeds a pre-determined level over a three year cycle (and in the
case of Mistic, a five year cycle). As noted above, the Company is currently
evaluating the specific provisions of the Mid-Term Plans.
The Compensation Committee believes the Mid-Term Plans provide an
important component of incentive compensation by highlighting longer-term
performance of each business unit. With relatively autonomous units in diverse
businesses, linking a portion of variable pay to business unit results will hold
senior unit managers accountable for sustained unit profitability. A manager's
participation in a Mid-Term Plan is complemented, as appropriate, by
participation in the Equity Participation Plan. Taken together, these two forms
of long-term incentives provide business unit managers with vested interests in
maximizing their unit's longer-term profitability.
Grant of Equity-based Incentives. Since the Compensation Committee
determined that it was in the best interest of stockholders to provide
significant equity incentives to the Company's management team, the
Compensation Committee approved stock option grants in respect of 1996
performance to selected corporate and business unit managers. Historically,
the Compensation Committee has awarded stock options in December of each year.
However, with regard to 1996 no options were granted until March 1997. In
recognition of the fact that in December, 1996 the daily closing price of
Triarc's Class A Common Stock ranged from $11.375 and $12.375 (and was $11.50
on December 31, 1996) and that the closing price of Triarc's Common Stock
on March 20, 1997 (the date on which option grants were made) was $14.75, the
Compensation Committee determined that, in order to further incentivize the
executive officers of Triarc to continue their performance, the exercise
price ofauthorized shares at such grants should be 85% of the closing price of Triarc's Class A
Common Stock on the date of grant, or $12.54. In addition, in order to further
tie the overall compensation of certain senior executive officers of the
Company to the performance of the Companytimes and to further incentivize them,
certain senior executive officers (including certain of those officers in the
Summary Compensation Table), other than the Chairmansuch persons and Chief Executive
Officer and President and Chief Operating Officer, were given the choicefor such legal
consideration as it may determine to receive additional stock options instead of cash bonuses that might
otherwise have been granted to them. These stock options will vest one-third
per year on each of the first, second and third anniversaries of the date of
grant and will expire on the tenth anniversary of the date of grant. Such
options are included in the Summary Compensation Table below.
In addition, certain executive officers of the Company, are expected to
participate in the National Propane Corporation 1996 Unit Option Plan. Under
such plan such executive officers will be eligible to receive grants of options
to purchase common or subordinated units of the Partnership and unit
appreciation rights ("UARs"). No such unit options or UARs were granted with
respect to 1996.
Summary. The Compensation Committee believes the Executive Compensation
Program, through the Compensation Committee's administration of the elements of
the Program, will ensure the Company's ability to retain, motivate and attract
the executive resources required to maximize stockholder returns. The Company's
competitive pay philosophy facilitates the employment of talented executives.
The emphasis on variable pay and the direct link to both short-and long-term
results, as well as financial and stock performance, links this competitive pay
to critical measures of Company performance. In combination, all these elements
act in the best interests of the Company'sCompany and
its stockholders without prior approval of or ratification by the stockholders.
The Compensation Committee
Gerald Tsai, Jr., Chairman
Clive Chajet
David E. Schwab II
Raymond S. Troubh
INTRODUCTION TO SUMMARY COMPENSATION TABLE
The Summary Compensation Table sets forth salary of, cash bonus awards as
well as non-cash awards granted under the Equity Participation Plan with respect
to the year ended December 31, 1994, the year ended December 31, 1995 and the
year ended December 31, 1996 to Triarc's Chairman and Chief Executive Officer,
President and Chief Operating Officer and to threeREQUIRED VOTE
Approval of the other executive
officers of Triarc who constituted Triarc's most highly compensated executive
officers during 1996.
Messrs. Peltz and May serve as directors and officers of Triarc and
several of its subsidiaries, and Messrs. Schorr, Cohlan and Kogan serve as
officers of Triarc and several of its subsidiaries. All compensation set forth
in the Summary Compensation Table for Messrs. Peltz, May, Schorr, Cohlan and
Kogan was paid by Triarc and represents amounts paid for services rendered to
Triarc and its subsidiaries. All non-cash awards granted to any Named Officer
were made by Triarc. Additional information with respect to the compensation
arrangements for the Chairman and Chief Executive Officer and the Named Officers
is set forth below under "Certain Employment Arrangements with Executive
Officers."
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
--------------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) COMPENSATION($)
- -------------------------------- ------- -------- ----------- ---------------
Nelson Peltz .................. 1996 1 2,000,000(1) 339,490 (12)
Chairman and Chief Executive 1995 1 -- 839,923 (9)
Officer of Triarc 1994 1 -- 913,406 (4)
Peter W. May ................. 1996 1 1,000,000(1) 164,469 (13)
President and Chief Operating 1995 1 -- 53,310 (10)
Officer of Triarc 1994 1 -- 97,019 (5)
Brian L. Schorr ............... 1996 312,500 450,000(8) (6)
Executive Vice President and 1995 312,500 275,000 (6)
General Counsel of Triarc 1994 237,404 538,000(11) (6)
John L. Cohlan ............... 1996 250,000 575,000(8) (6)
Senior Vice President -- 1995 250,000 265,000 (6)
Corporate Finance of Triarc 1994 250,000 300,000 (6)
Eric D. Kogan................. 1996 250,000 450,000(8) (6)
Senior Vice President -- 1995 100,000 300,000 (6)
Corporate Development of Triarc 1994 100,000 300,000 (6)
LONG TERM COMPENSATION
--------------------------------------------
AWARDS PAYOUTS
---------------- -------
RESTRICTED SECURITIES
STOCK UNDERLYING LTIP
NAME AND AWARDS(S) OPTIONS/SARS PAYOUTS ALL OTHER
PRINCIPAL POSITION ($)(3) (#)(3) ($)(3) COMPENSATION($)
- -------------------- ---------- ------------ ------- --------------
Nelson Peltz......... -- 175,000 -- --
Chairman and Chief -- 150,000 -- --
Executive Officer -- 2,340,000 (2) -- --
of Triarc
Peter W. May ........ -- 125,000 -- --
President and Chief -- 100,000 -- --
Operating Officer -- 1,560,000 (2) -- --
of Triarc
Brian L. Schorr ..... -- 120,000 57,500 7,115(7)
Executive Vice President -- 30,000 -- 4,188(7)
and General Counsel 78,750 95,000 -- --
of Triarc
John L. Cohlan ...... -- 50,000 143,750 5,250(14)
Senior Vice President -- -- 25,000 -- 5,250(14)
Corporate Finance of Triarc -- 18,000 -- 3,710(14)
Eric D. Kogan........ -- 120,000 69,000 5,250(14)
Senior Vice President -- -- 30,000 -- 4,067(14)
Corporate Development of Triarc -- 14,000 -- 3,375(14)
- -----
(1) Represents special bonuses paid to Messrs. Peltz and May in connection
with the completion of certain transactions. One-half of Mr. Peltz' bonus
was paid in August 1996 and one-half was paid in March 1997.
(2) Of these amounts, options to acquire 2,100,000 and 1,400,000 shares of
Class A Common Stock, respectively, for Messrs. Peltz and May are
performance based stock options granted to Messrs. Peltz and May in lieu
of base salary, annual performance bonus and long-term compensation for a
six-year period commencing April 1993. See "Certain Employment
Arrangements with Executive Officers -- Nelson Peltz and Peter W. May"
below.
(3) All restricted stock awards and stock option grants were made pursuant to
the Equity Participation Plan. The restricted stock awards are described
under " -- Employment Arrangements with Executive Officers -- 1993 Equity
Participation Plan" below. The value of the restricted stock awards is
based upon the closing price of Class A Common Stock on the New York Stock
Exchange ("NYSE") on the date of grant. Based upon the closing price of
Class A Common Stock on the NYSE on December 31, 1996 (the last trading
day of 1996) of $11.50, the number and value (the "LTIP Payout" amount set
forth in the Summary Compensation Table) of the aggregate restricted stock
holdings of the Named Officers were as follows: Mr. Schorr--5,000 shares
with a value of $57,500; Mr. Cohlan--12,500 shares with a value of
$143,750; and Mr. Kogan--6,000 shares with a value of $69,000. On January
16, 1996, the restrictions on all previously granted restricted stock
awards lapsed. Holders of restricted shares are entitled to receive any
dividends attributable to such shares. The exercise price of the options
granted in respect of 1996 (which were granted on March 20, 1997), is
$12.54 (85% of the closing price of Triarc's Class A Common Stock on the
date of grant). Such options are discussed above in the "Report of the
Compensation Committee."
(4) Includes relocation costs of $736,872 and $176,534 for charges relating to
use of corporate aircraft.
(5) Represents charges relating to use of corporate aircraft.
(6) Perquisites and other personal benefits did not exceed the lesser of
either $50,000 or 10% of the total annual salary and bonus reported under
the headings of "Salary" and "Bonus."
(7) Includes $3,128 contributed to 401(k) plan by Triarc on behalf of Mr.
Schorr in each of 1995 and 1996 and $1,060 and $3,987 of other
compensation paid by Triarc in an amount equal to premiums for term life
insurance in 1995 and 1996, respectively.
(8) Includes special bonuses paid to each of Messrs. Schorr, Cohlan and Kogan
in connection with the completion of certain transactions. In March 1997,
Messrs. Schorr and Kogan chose to receive additional stock options instead
of cash bonuses that might otherwise have been granted to them. Such stock
options are included under the heading "Long Term Compensation -
Securities Underlying Options/SARs."
(9) Includes relocation costs of $785,000 and fees paid by Triarc on behalf of
Mr. Peltz for tax and financial planning services.
(10) Includes fees of $40,000 paid by Triarc on behalf of Mr. May for tax and
financial planning services.
(11) Includes one-time sign-on bonus consisting of $250,000 in cash and 5,000
shares of restricted stock and an additional $38,000 to reimburse Mr.
Schorr for certain costs incurred in connection with his leaving his
previous position.
(12) Includes charges of $225,668 relating to use of corporate aircraft.
(13) Includes charges of $98,729 relating to use of corporate aircraft.
(14) Represents amounts contributed to 401(k) plan by Triarc on behalf of the
Named Officer.
CERTAIN EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS
Nelson Peltz and Peter W. May. Since the Change in Control, Nelson Peltz
and Peter W. May have been serving Triarc as its Chairman and Chief Executive
Officer and its President and Chief Operating Officer, respectively, and each of
them currently is receiving an annual base salary of $1.00. In addition, Messrs.
Peltz and May participate in the incentive compensation and welfare and benefit
plans made available to Triarc's corporate officers, including the Equity
Participation Plan described below. Also, Messrs. Peltz and May were granted
certain "performance options" in April 1994 and certain special bonuses in
August 1996. See "Report of the Compensation Committee -- Adoption of CEO and
COO Compensation Arrangements" above.
Brian L. Schorr. On June 29, 1994, Triarc and Brian L. Schorr entered into
an employment agreement (the "Schorr Employment Agreement"), providing for
employment of Brian L. Schorr as Executive Vice President and General Counsel of
Triarc having an initial term which expires on June 28, 2000, unless not later
than June 29, 1998 either party notifies the other that it does not wish to have
the term extended beyond June 28, 2000. The Schorr Employment Agreement provides
for an annual base salary of $312,500, which is subject to increase, but not
decrease. Mr. Schorr is also eligible to receive annual incentive bonuses. The
Schorr Employment Agreement also provides that if Mr. Schorr dies during the
term of the Agreement, his legal representative will be entitled to receive an
amount calculated at an annual rate equal to the sum of (i) Mr. Schorr's then
current base salary plus (ii) $250,000 (such aggregate amount is collectively
referred to as the "Base Amount") for the remaining term of the agreement, if
Triarc is able to procure, at a reasonable rate, term insurance on Mr. Schorr's
life to pay such obligation, or if Triarc is not able to procure such insurance,
an amount calculated at the annual rate of the Base Amount for the three-month
period following Mr. Schorr's death. Triarc obtained such insurance to fund
this obligation at an annual premium of approximately $3,000. Triarc has
transferred ownership of such insurance policy to a trust established by Mr.
Schorr and Mr. Schorr has, under certain circumstances, given up his right to
have Triarc pay the Base Amount after his death. Pursuant to the Schorr
Employment Agreement, if Mr. Schorr's employment terminates for any reason other
than cause (as defined in the Schorr Employment Agreement), options and
restricted stock awards previously granted to Mr. Schorr will immediately vest
in their entirety and remain exercisable for a period of one year following the
date of such termination. The Schorr Employment Agreement also provides that if
Triarc terminates Mr. Schorr's employment without cause, Mr. Schorr will receive
a lump sum payment (discounted to present value) in an amount equal to (i) all
base salary amounts due for the year of termination and for each remaining year
of the Schorr Employment plus (ii) an amount equal to the number of years to the
end of the Schorr Employment Agreement multiplied by $250,000. The Schorr
Employment Agreement further provides that at the option of Mr. Schorr, the
Schorr Employment Agreement shall be deemed to have been terminated by Triarc
without cause following a change in control. A "change in control" is defined to
mean: (i) the acquisition by any person of more than 50% of the combined voting
power of the outstanding securities entitled to vote generally in the election
of directors of Triarc, followed by, without the prior consent of Mr. Schorr,
any meaningful diminution in his duties or authority; (ii) a majority of the
Board of Directors of Triarc being individuals who are not nominated by the
Board of Directors of Triarc, followed by, without the prior consent of Mr.
Schorr, any meaningful diminution in his duties or authority; (iii) neither Mr.
Peltz nor Mr. May being Chairman and Chief Executive Officer and President and
Chief Operating Officer, respectively, of Triarc; or (iv) Mr. Schorr reporting
to someone other than either Mr. Peltz or Mr. May. The acquisition or ownership
of any portion of the combined voting power of Triarc by DWG Acquisition, Nelson
Peltz or Peter W. May or by any person affiliated with such persons, or the
merger, consolidation or sale of assets of Triarc or any subsidiary of Triarc
with or to any corporation or entity controlled by DWG Acquisition, Nelson Peltz
or Peter W. May or any person affiliated with such persons, does not constitute
a change in control.
CASH INCENTIVE PLANS
Triarc has developed annual cash incentive plans (each, an "Annual
Incentive Plan") and mid-term cash incentive plans (each, a "Mid-Term Incentive
Plan") for executive officers and key employees of each of Royal Crown, Mistic,
Arby's and National Propane. As noted above, in light of certain significant
corporate events, the Company is evaluating the specific provisions of the
Mid-Term Plans.
Each Annual Incentive Plan is designed to provide annual incentive awards
to participants, 50% of which are based on whether the applicable company has
met certain pre-determined goals and 50% of which is based on the performance of
the participant during the preceding year. Under each Annual Incentive Plan,
participants may receive awards of a specified percentage of their then current
base salaries, which percentage varies depending upon the level of seniority and
responsibility of the participant. Such percentage is set by the company's
management in consultation with management of Triarc. The board of directors of
each company, in consultation with management of Triarc and the Compensation
Committee of the Triarc Board of Directors, may elect to adjust awards on a
discretionary basis to reflect the relative individual contribution of the
executive or key employee, to evaluate the "quality" of the company's earnings
or to take into account external factors that affect performance results. The
board of directors of each company may also decide that multiple performance
objectives related to the company's and/or the individual's performance may be
appropriate and in such event, such factors would be weighted in order to
determine the amount of the annual incentive awards. Each Annual Incentive Plan
is administered by the respective company's board of directors and Triarc's
management and may be amended or terminated by such board of directors and
Triarc's management at any time.
Under each Mid-Term Incentive Plan, incentive awards are granted to
participants if the applicable company achieves an agreed upon profit over a
three year performance cycle (in the case of Mistic, profit is measured over a
five year performance cycle). During each plan year, an amount is accrued for
each participant based upon the amount by which the relevant company's profit
for such year exceeds a certain minimum return. A new three-year performance
cycle (and, in the case of Mistic, a new five year performance cycle) begins
each year, such that after the third year (and, in the case of
Mistic, after the fifth year) the annual cash amount paid to participants
pursuant to the relevant Mid-Term Incentive Plan should equal the target award
if their respective company's profit goals have been achieved for the full
three-year cycle (and, in the case of Mistic, the full five year cycle). Except
as set forth in the Employment Agreements, the board of directors of each
company, together with Triarc's management and the Compensation Committee of
Triarc's Board of Directors, may adjust, upward or downward, an individual's
award based upon an assessment of the individual's relative contribution to the
company's longer-term profit performance. The board of directors and Triarc's
management may amend or terminate the Mid-Term Incentive Plan for such company
at any time. As noted above, the Company is currently evaluating the specific
provisions of the Mid-Term Plans.
From time to time, the Compensation Committee of the Triarc Board may
award discretionary bonuses based on performance to certain executive officers.
The amounts of such bonuses will be based on the Compensation Committee's
evaluation of each such individual's contribution.
1993 EQUITY PARTICIPATION PLAN
The Equity Participation Plan was adopted on April 24, 1993, amended and
restated on July 22, 1993, and, as amended and restated, was approved by
Triarc's stockholders on October 27, 1993. The Equity Participation Plan was
also amended on April 19, 1994, with further amendments which were approved by
Triarc's stockholders on June 9, 1994 and on June 8, 1995. In addition, the
Equity Participation Plan was amended by the Triarc Board during 1995, 1996 and
1997, which amendments did not require stockholder approval. It expires by its
terms on April 24, 1998. The plan provides for the grant of options to purchase
Class A Common Stock (including performance stock options, which are described
in "Report of the Compensation Committee -- Adoption of CEO and COO Compensation
Arrangements" above), SARs, restricted shares of Class A Common Stock and, to
non-employee directors of Triarc, at their option, shares of Class A Common
Stock in lieu of annual retainer fees and/or Board of Directors or committee
meeting attendance fees that would otherwise be payable in cash. Directors,
selected officers and key employees of, and key consultants to, Triarc and its
subsidiaries are eligible to participate in the plan. The plan is being
administered by the Compensation Committee of the Triarc Board, which will
determine from time to time to grant options, SARs and restricted stock.
On April 23, 1993 and on March 1, 1994, each of Messrs. Cohlan and Kogan
received restricted shares of Class A Common Stock, which shares were granted in
respect of their respective performance during the eight month transition period
ending December 31, 1993 and to incentivize their future performance (each, an
"RSA"). In addition, on July 26, 1994, Mr. Schorr received restricted shares
(the "Schorr RSA") of Class A Common Stock in connection with the Schorr
Employment Agreement and to incentivize his future performance. The Schorr RSA
is set forth in the Summary Compensation Table above. All of the RSAs and the
Schorr RSA vested on January 16, 1996. In January, 1996, Triarc made loans to
Mr. Cohlan and Mr. Kogan in the amount of $67,549 and $34,497, respectively, to
be used to make tax payments by them upon the vesting of their RSAs. Such loans
bore interest at an annual rate equal to the prime rate of interest and were
secured by the shares with respect to which the tax was owed. Such loans were
repaid on May 21, 1996. In connection with the sale of substantially all of the
textile assets of Graniteville Company, the Compensation Committee of the Triarc
Board determined that effective as of the closing of such sale, each of the
stock options previously granted to certain employees of Graniteville Company
which had not vested as of such date would vest in their entirety and all such
stock options remained exercisable until December 31, 1996.
MISCELLANEOUS
Mistic has granted to Mr. Weinstein a stock appreciation right ("Weinstein
SAR") with respect to 4.85% of the then outstanding shares of Mistic's common
stock plus the equivalent shares represented by the Weinstein SAR and stock
appreciation rights granted to another executive officer of Mistic and to
Mistic's lender. The Weinstein SAR has an appreciation base of $28,636.88 per
share and may be exercised at any time after vesting but prior to the tenth
anniversary of the date of grant. One-ninth of the Weinstein SAR vested on each
of January 1, 1996 and January 1, 1997, and an
additional one-ninth of the Weinstein SAR will vest on January 1, 1998. The
remaining two-thirds of the Weinstein SAR will vest over a three year period of
time to the extent that Mistic achieves certain performance targets during such
period. The Weinstein SAR vests immediately and in its entirety in the event of
Weinstein's death, continued illness or the termination of Weinstein's
employment by Mistic without good cause. Furthermore, if a change in control
occurs and Triarc has realized certain specified internal rate of return on the
disposition of its equity investment in Mistic as of the date of such change in
control, then the Weinstein SAR will immediately vest in its entirety. One other
executive of Mistic received a stock appreciation right with respect to 4.85% of
the then outstanding shares of Mistic's common stock plus the equivalent shares
represented by the Weinstein SAR, such other executive's stock appreciation
right and another stock appreciation right granted to Mistic's lender. All of
the terms of such executive's stock appreciation right are virtually identical
to those of the Weinstein SAR. In light of the reorganization of the Triarc
Beverage Group and the proposed acquisition of Snapple, the terms of the
Weinstein SAR and such other executive's stock appreciation right are in the
process of being reviewed.
OPTIONS GRANTED IN 1996
No options to purchase shares of Class A Common Stock were granted to the
Named Officers during 1996 and no stock options were exercised by any Named
Officer during 1996.
OPTION VALUES AT END OF 1996
The following table sets forth certain information concerning the value at
the end of 1996 of unexercised in-the-money options to purchase shares of Class
A Common Stock granted to the Named Officers outstanding as of the end of 1996.
No SARs have been granted to any of the Named Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT FISCAL
ACQUIRED FISCAL END(#) 1996 END($)(1)
ON VALUE 1996 EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---------------- ------------ ----------- ------------------ ---------------
Nelson Peltz...... -0- -0- 940,000/2,225,000 248,750/137,500
Peter W. May...... -0- -0- 626,667/1,483,333 165,833/ 91,667
Brian L. Schorr... -0- -0- 80,000/ 45,000 28,750/ 27,500
John L. Cohlan.... -0- -0- 67,999/ 25,001 24,958/ 22,917
Eric D. Kogan.... -0- -0- 54,000/ 25,000 24,250/ 27,500
- ---------
(1) On December 31, 1996, the last day of 1996, the closing price of the Class
A Common Stock on the New York Stock Exchange was $11.50.
STOCK PRICE PERFORMANCE GRAPH
TRIARC COMPANIES, INC.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN:
TRIARC VS. S&P 500 & S&P DIVERSIFIED MANUFACTURING
TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS
[PERFORMANCE GRAPH]
Base Years Ending
Period
Company/Index Apr91 Apr92 Apr93 Dec93 Dec94 Dec95 Dec96
- ------------------------------------------------------------------------------
TRIARC COS INC - CLA 100 85.70 179.74 238.07 111.89 104.75 109.51
S&P 500 INDEX 100 134.12 146.51 158.37 160.46 220.76 271.45
S&P MFG (DIV.INDLS) 100 121.05 129.28 150.53 155.82 219.42 302.38
CERTAIN TRANSACTIONS
CERTAIN TRANSACTIONS WITH AFFILIATES
Triarc subleased through January 31, 1996 from an affiliate of Messrs.
Peltz and May, approximately 26,800 square feet of furnished office space in New
York, New York owned by an unaffiliated third party. Subsequent thereto, and
through December 31, 1996, the Company subleased the same office facility from
an unaffiliated third party. In addition, commencing May 1993 until October
1993, Triarc also sublet from another affiliate of Messrs. Peltz and May
approximately 32,000 square feet of office space in West Palm Beach, Florida
owned by an unaffiliated landlord. Subsequent to October 1993, Triarc assumed
the lease for approximately 17,000 square feet of the office space in West Palm
Beach which expires in February 2000. The sublease for the other approximate
15,000 square feet in West Palm Beach expired in September 1994. The aggregate
amounts paid by Triarc during Fiscal 1994, Fiscal 1995 and 1996 with respect to
affiliates of Messrs. Peltz and May for such subleases, including operating
expenses, but net of amounts received by Triarc for sublease of a portion of
such space (see below -- $358,000, $357,000 and $30,000, respectively) were
$1,620,000, $1,350,000, and
$1,100,000, respectively, which are less than the aggregate amounts such
affiliates paid to the unaffiliated landlords but represent amounts Triarc
believes it would pay to an unaffiliated third party for similar improved
office space. Messrs. Peltz and May have guaranteed to the unaffiliated
landlords the payment of rent for the 17,000 square feet of office space in
West Palm Beach. In June 1994, Triarc decided to centralize its corporate
offices in New York City. In connection therewith, Triarc subleased the
remaining 17,000 square feet in West Palm Beach to an unaffiliated third party
in August 1994.
The Company uses aircraft owned by Triangle Aircraft Services Corporation
("TASCO"), a company owned by Messrs. Peltz and May. On October 1, 1993 the
Company began leasing the aircraft from TASCO for an annual rent of $2,200,000
plus indexed cost of living adjustments. Effective October 1, 1994 the original
rent was reduced $400,000 reflecting the termination of the lease for one of the
aircraft which was sold. In connection with the sale of the aircraft the Company
paid $130,000 of related costs on behalf of TASCO. In connection with such lease
the Company had rent expense of $2,100,000, $1,910,000 and $1,973,000 for 1994,
1995, and 1996, respectively. Pursuant to the lease, the Company also pays the
operating expenses of the aircraft directly to third parties.
PROPOSAL 3.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
INTRODUCTION
The Board of Directors has selected Deloitte & Touche LLP ("Deloitte") to
be the Company's independent certified public accountants for 1997. Deloitte has
acted as the Company's independent certified public accountants since June 9,
1994.
Representatives of Deloitte will be present at the Meeting with the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
REQUIRED VOTE
Ratification of the appointment of the independent certified public
accountantAmendment requires the affirmative vote of a majority of the
outstanding shares of Class A Common Stock.
DESCRIPTION OF THE AMENDMENT
The full text of Article IV as proposed to be amended is set forth as Annex A to
this Proxy Statement and is incorporated herein by reference. The following
summary should be read in conjunction with, and is qualified in its entirety to
reference to, Annex A.
1. The Amendment will increase the total number of shares of capital
stock which the Company is authorized to issue to three hundred million
(300,000,000) shares.
2. The Amendment will eliminate the authorization of the Old Class B
Common Stock.
3. The Amendment will increase the total number of authorized shares
of Preferred Stock from twenty-five million (25,000,000) to one hundred million
(100,000,000). The powers, designations and preferences, rights and
qualifications, limitations or restrictions thereof for the Preferred Stock will
not be stated in the Company's Certificate of Incorporation as amended by the
Amendment. Instead, the powers, designations, preferences, rights and
qualifications, limitations or restrictions thereof for the Preferred Stock or
any series thereof may be stated and expressed in a resolution or resolutions of
the Board of Directors of the Company providing for the issue of the Preferred
Stock, or any series thereof, as set forth in a certificate of designation filed
with the Secretary of State of the State of Delaware.
4. The Amendment will authorize a new class of one hundred million
(100,000,000) shares of Class B Common Stock. The powers, designations,
preferences, rights and qualifications, limitations or restrictions thereof for
the new Class B Common Stock will not be stated in the Company's Certificate of
Incorporation as amended by the Amendment. Instead, the powers, designations,
preferences, rights and qualifications, limitations or restrictions thereof for
the new Class B Common Stock or any series thereof may be stated and expressed
in a resolution or resolutions of the Board of Directors of the Company
providing for the issue of the new Class B Common Stock or any series thereof,
as set forth in a certificate of designation filed with the Secretary of State
of the State of Delaware.
The Company has no present plan or intention to issue any Preferred
Stock or any of the new Class B Common Stock.
8
REASON FOR THE AMENDMENT
In recent years a number of publicly-held companies have adopted capital
structures utilizing two or more classes of common stock. After reviewing the
Company's market liquidity, shareholder positions, growth objectives and capital
structure and after consultation with the Company's financial and legal
advisors, the Board of Directors believes that such a structure offers the
Company a number of possible advantages that outweigh the potential
disadvantages. The Board of Directors believes that the continued success and
growth of the Company will be enhanced by the flexibility to issue stock to
raise capital, acquire other companies and/or pay stock dividends. The Board of
Directors believes that the Amendment will give the Board the flexibility to
create a series of Preferred Stock or Class B Common Stock with the powers,
designations, preferences, rights and qualifications, limitations or
restrictions suitable or appropriate for a particular transaction without prior
approval of or ratification by the stockholders.
CERTAIN POTENTIAL BENEFITS OF THE AMENDMENT
After careful consideration, the Board has identified the following potential
benefits of the Amendment for the Company and its stockholders:
INCREASED FLEXIBILITY IN RAISING CAPITAL AND IN RESPONDING TO FUTURE ACQUISITION
OPPORTUNITIES. The Company has followed, and continues to follow, a long term
strategy for growth. The Board of Directors believes that this strategy will
best maximize the value of the Company. The Board believes that implementation
of the Amendment will provide the Company with increased flexibility to issue
equity in the future in connection with acquisitions and to raise equity capital
or to issue convertible debt as a means to finance future growth. For example,
the Board of Directors could create a series of stock from the new Class B
Common Stock with less than one vote per share or with no vote, which would
substantially maintain the relative voting strength of the existing stockholders
of the Company. Or the Board of Directors could create a series of the new Class
B Common Stock with a guaranteed dividend for some period of time. The Board's
ability to create a series of Preferred Stock, which might be convertible into
Class A Common Stock or Class B Common Stock, further increases the Company's
flexibility in raising capital and responding to future acquisition
opportunities.
CERTAIN POTENTIAL DISADVANTAGES OF THE AMENDMENT
In addition to the potential benefits of the Amendment discussed above, the
Board also considered potential disadvantages of the Amendment, including the
following:
UNCERTAIN EFFECT ON STOCK PRICE. An issuance of shares of Class B Common Stock
could affect the price of the Class A Common Stock. Many factors, including
general market conditions, future performance of the Company and the performance
of other companies which compete with the Company's operating subsidiaries,
could cause fluctuations in the prices for both the Class A Common Stock and
Class B Common Stock, and could cause the Class A Common Stock and Class B
Common Stock to trade at different prices. The Company cannot predict the
relative or absolute effect of the Amendment or any issuance of Class B Common
Stock or Preferred Stock on the market price of the Class A Common Stock.
9
POTENTIAL NEGATIVE RESPONSE OF INSTITUTIONAL INVESTORS. Implementation of the
Amendment may affect the decision of certain institutional investors that would
otherwise consider investing in the Class A Common Stock but who object to the
capital structure implemented by the Amendment. To the extent that institutional
investors avoid purchasing the Company's stock, the stock price may be
negatively affected by the decreased demand.
RISK OF DISCOUNTED VALUE OF CLASS B COMMON STOCK OR PREFERRED STOCK IN FUTURE
ACQUISITIONS OR FINANCINGS. If the Amendment is approved and implemented, the
Company could issue Class B Common Stock or Preferred Stock in future
acquisitions, financings or offerings. If the Class B Common Stock or Preferred
Stock trades at a discount to the Class A Common Stock, then acquisitions,
financings or offerings involving the issuance of Class B Common Stock or
Preferred Stock will be economically more dilutive to existing stockholders than
such transactions would be if the Company issued Class A Common Stock. This
dilution, if it occurs, will result in decreased earnings per share and lower
stock prices for the Class A Common Stock, the Class B Common Stock and the
Preferred Stock, as the case may be.
CERTAIN ANTI-TAKEOVER EFFECTS
Currently, a person might not be able to succeed in a takeover of the Company
without making an offer acceptable to Messrs. Peltz and May, because of their
substantial ownership of voting stock. Adoption of the Amendment will not itself
change the voting power of the existing stockholders, but it will give the
Company more flexibility to issue common stock or preferred stock without
substantial diminution of the voting power of the existing stockholders, because
the Company could create one or more series of Class B Common Stock or Preferred
Stock with less than one vote per share, or with no vote. The Company has
considered doing that, but has no present (in personintention of doing so. If the Company
issued Class B Common Stock or Preferred Stock with less than one vote per
share, or with no vote per share, the Amendment might reduce the possibility of
the stockholders receiving and accepting a hostile takeover bid, which is often
made at a premium over then-current market prices of the target company's stock.
The flexibility to issue Class B Common Stock or Preferred Stock with less than
one vote per share, or with no vote, if exercised, may also render more
difficult or discourage mergers, proxy contests, removal of current management
or other changes in control of the Company which may be desired by proxy) and entitled to vote at the Meeting. In the event that
the Company's stockholders fail to ratify the appointment of Deloitte, the
selectionsubstantial
holders of the Company's independent certified public accountants will be
submitted to the Company's Board of Directors for reconsideration.equity securities, if their holdings were primarily
Class B Common Stock or Preferred Stock with less than one vote per share or
with no vote per share.
THE COMPANY HAS NO PRESENT PLAN OR INTENTION TO ISSUE ANY PREFERRED STOCK OR ANY
OF THE NEW CLASS B COMMON STOCK.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATIONAPPROVAL OF APPOINTMENTTHE AMENDMENT TO
THE CERTIFICATE OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS.INCORPORATION.
10
OTHER MATTERS
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to the
solicitation of proxies by use of the mails, some of the officers, directors and
regular employees of the Company and its subsidiaries, none of whom will receive
additional compensation therefor, may solicit proxies in person or by telephone
telegraph or other means. Solicitation will also be made by employees of Georgeson & Company,_____, which
firm will be paid a fee of $8,000,$____________, plus expenses. As is customary, the
Company will, upon request, reimburse brokerage firms, banks, trustees, nominees
and other persons for their out-of-pocket expenses in forwarding proxy materials
to their principals.
STOCKHOLDER PROPOSALS FOR THE 19982002 ANNUAL MEETING
From time to time, stockholders present proposals which may be proper subjects
for inclusion in thea proxy statement and for consideration at the
Annual Meeting.an annual meeting.
To be considered, proposals must be submitted on a timely basis. ProposalsIt is currently
expected that the 2002 Annual Meeting will be held during the early part of June
2002, with the related proxy statement being first mailed to stockholders on or
about May 1, 2002. To be considered for the 19982002 Annual Meeting of Stockholders
of the Company, proposals must be received by the Company no later than January
13, 1998,17, 2002, and must otherwise comply with Rule 14a-8 under the SecuritiesExchange Act.
Stockholders who do not wish to follow Rule 14a-8 under the Exchange Act of 1934, as amended (the "Exchange Act").
Triarc'sin
proposing a matter for action at the next annual meeting may also submit a
proposal pursuant to the procedural requirements set forth in the Company's
Certificate of Incorporation currently imposes certain additional
procedural requirements for submitting stockholder proposals to meetings of
stockholders.Incorporation. Any such proposals must be specified in a written
notice given by or on behalf of a stockholder of record on the record date for
such meeting entitled to vote thereat or a duly authorized proxy for such
stockholder, in accordance with all of the following requirements. Such notice
must be delivered personally to, or mailed to and received at, the principal
executive office of the Company addressed to the attention of the Secretary, not
less than 45 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 55 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual or special meeting was mailed or such public disclosure was made,
whichever first occurs. Such notice must set forth (i) a full description of
each such item of business proposed to be brought before the meeting and the
reasons for conducting such business at such meeting, (ii) the name and address
of the person proposing to bring such business before the meeting, (iii) the
class and number of shares held of record, held beneficially and represented by
proxy by such person as of the record date for the meeting (if such date has
then been made publicly available) and as of the date of such notice, (iv) if
any item of such business involves a nomination for director, all information
regarding each such nominee that would be required to be set forth in a
definitive proxy statement filed with the SEC pursuant to Section 14 of the
Exchange Act, or any successor thereto, and the written consent of each such
nominee to serve if elected, (v) any material interest of the stockholder in
such item of business and (vi) all other information that would be required to
be filed with the SEC if, with respect to the business proposed to be brought
before the meeting, the person proposing such business was a participant in a
solicitation subject to Section 14 of the
11
Exchange Act, or any successor thereto. The Company may require a
proposed nominee for director to furnish such other information as may be
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee or which may be reasonably required to determine the eligibility
of such proposed nominee to serve as a director of the Company. At the request
of the Board of Directors, any individual nominated by the Board of Directors
for election as a director shall furnish to the Secretary of the Company that
information required to be set forth in a stockholder's notice of nomination
which pertains to a nominee. The Nominating Committee has adopted certain rules
with respect to nominations for Board membership. See "Proposal 1. Election of
Directors -- Board Meetings and Certain Committees of the Board -- Nominating
Committee" above. The Chairman of the meeting may, if the facts warrant,
determine that a nomination or stockholder proposal was not made in accordance
with the foregoing procedure, and if he should so determine, he shall so declare
to the meeting and the defective nomination or proposal shall be disregarded. Any questions relating to stockholder
proposals should be submitted in writing to the Secretary of the Company, at 280
Park Avenue, New York, New York 10017.
INFORMATION INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Proxy Statement
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" of the 10-K, a copy of which is being provided to stockholders
along with this Proxy Statement.
By Order of the Board of Directors
STUART I. ROSEN
Secretary
New York, New York
May 9, 1997______________ __, 2001
ANNEX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TRIARC COMPANIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS------------------------------------
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Triarc Companies, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:
1. The undersignedname of the Corporation is Triarc Companies, Inc.
2. The date of filing of the Certificate of Incorporation
of the Corporation with the Secretary of State was May 6, 1994.
3. This Certificate of Amendment amends the Certificate of
Incorporation, as amended on June 4, 1997 and now in effect, to (a) eliminate
the shares of the currently authorized Class B Common Stock, par value ten cents
($.10) per share, (the "Existing Class B Common Stock,"), (b) authorize a new
class of common stock, designated as Class B Common Stock (the "Class B Common
Stock"), (c) increase the total number of authorized shares of Preferred Stock,
par value ten cents ($.10) per share, from twenty-five million (25,000,000) to
one hundred million (100,000,000) and (d) increase the total number of shares of
stock (the
2
"Capital Stock") that the Corporation shall have the authority to issue to three
hundred million (300,000,000).
4. The first paragraph of Article IV of the Certificate
of Incorporation is hereby appoints Nelson Peltz and Peter W. May and eachamended to read in its entirety as follows: "The
total number of them,
with powershares of substitution, attorneys and proxiesall classes of stock (the `Capital Stock') which the
Corporation shall have the authority to represent and to vote allissue is three hundred million
(300,000,000) of which
(a) one hundred million (100,000,000) shall be shares
of Class A Common Stock, par value ten cents ($.10) per share
(the 'Class A Common Stock');
(b) one hundred million (100,000,000) shall be shares
of Triarc Companies, Inc.Class B Common Stock, par value ten cents ($.10) per share
(the "Company") which'Class B Common Stock,' and together with the undersignedClass A
Common Stock, the 'Common Stock'); and
(c) one hundred million (100,000,000) shall be shares
of Preferred Stock, par value ten cents ($.10) per share (the
'Preferred Stock')."
3
5. Part A of Article IV of the Certificate of Incorporation
is hereby amended to read in its entirety as follows:
"A. Powers and Rights of Class A Common Stock and Class B
Common Stock.
SECTION 1: Voting Power of Class A Common Stock. The holders
of Class A Common Stock shall possess voting powers for the election of
directors and for all other corporate purposes, each share of Class A Common
Stock being entitled to one vote on each matter properly submitted to the
stockholders of the Corporation for their vote; PROVIDED, HOWEVER, that, except
as otherwise required by law or as provided in Section 2 below, the holders of
Class A Common Stock shall not be entitled to vote at the Annual Meeting of Stockholders of
Triarc Companies, Inc. to be held on Wednesday, June 4, 1997, at 11:00 A.M.,
local time, in the third floor auditorium of The Chase Manhattan Bank, 270 Park
Avenue, New York, New York, and at any adjournments or postponements thereof:
1. Proposal to approve an amendment to the Company'sthis
Certificate of Incorporation (including any Certificate of Designation relating
to any series of Class B Common Stock) that relates solely to the terms of one
or more outstanding series of Class B Common Stock, if the holders of such
affected series are entitled, either separately or together as described ina class with the
Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Electionholders of FOR all nominees AUTHORITY WITHHELDone or more other such series, to vote thereon by law or pursuant to
this Certificate of Incorporation (including any Certificate of Designation
relating to any series of Class B Common Stock).
SECTION 2: Class B Common Stock. The Board of Directors is
authorized, subject to any limitations prescribed by law, to provide for Directors: listed below all nominees listed below [ ]
(except as otherwise
instructed below) []
Nelson Peltz, Peter W. May, Hugh L. Carey, Clive Chajet, Stanley R. Jaffe,
Joseph A. Levato, David E. Schwab II, Raymond S. Troubhthe
issuance of shares of the Class B Common Stock in one or more series, and Gerald Tsai, Jr.
To withhold authority to vote for any nominee, write that nominee's name
in space below:
3. Proposal to ratify the appointment of Deloitte & Touche LLP as the
Company's independent certified public accountants, as described in the
Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 3 AND FOR THE
ELECTION OF THE NOMINEES NAMED ABOVE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 3 AND FOR THE
ELECTION OF THE NOMINEES NAMED ABOVE. UNDER THE COMPANY'S BY-LAWS, BUSINESS
TRANSACTED AT THE ANNUAL MEETING OF STOCKHOLDERS IS CONFINED TO THE PURPOSES
STATED IN THE NOTICE OF THE MEETING. THIS PROXY WILL, HOWEVER, CONVEY
DISCRETIONARY AUTHORITY TO THE PERSONS NAMED HEREIN AS PROXIES TO VOTE ON
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
Dated: .................................. , 1997
Signature(s).......................................................
.......................................................
This Proxy should bear your signature(s) exactly as
your name(s) appear in the stencilby
filing a certificate pursuant to the left.
When signingapplicable law of the State of Delaware
(such certificate being hereinafter referred to as attorney, executor, administrator,
personal representative, trustee, guardiana `Class B Common Stock
Designation'), to establish from time to time the number of shares to be
included in each such series, and to fix, to the fullest extent permitted by
law, the designation, powers (if any), preferences (if any), and rights of the
shares of each such series and any qualifications, limitations or corporate officer, please give full title.
For joint accounts, each joint owner should sign.
PLEASE DATE, SIGN AND RETURN TODAYrestrictions
thereof. The number of authorized shares of Class B Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Class A
Common Stock, without a separate class vote of the holders of the Class B Common
Stock, or of any series thereof."
6. Section 2 of Part B, Article IV of the Certificate of
Incorporation is hereby deleted in its entirety and replaced by Section 3 of
Part B of Article IV.
7. Part C of Article IV of the Certificate of Incorporation
is hereby deleted in its entirety and replaced by Part D of the Certificate of
Incorporation.
8. Such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
4
IN THE ENCLOSED ENVELOPE.
WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Certificate of Amendment of the Certificate of
Incorporation of the Corporation this __th day of _______________, 2001.
TRIARC COMPANIES, INC.
By:
___________________________