SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 12, 1998
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-2207 38-0471180
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former Name or Former Address, if
Changed Since Last Report)
Item 5. Other Events.
On October 12, 1998, Triarc Companies, Inc. (the "Company") announced
that its Board of Directors has formed a Special Committee to evaluate a
proposal it has received from Nelson Peltz and Peter W. May, the Chairman and
Chief Executive Officer and the President and Chief Operating Officer,
respectively, of the Company for the acquisition by an entity to be formed by
them of all of the outstanding shares of the Company (other than the 6 million
shares owned by an affiliate of Messrs. Peltz and May) for $18 per share payable
in cash and securities. The proposal is subject to, among other things, (1) the
execution and delivery of a definitive acquisition agreement, (2) receipt of a
fairness opinion from the financial adviser to the Special Committee of the
Board, (3) receipt of satisfactory financing for the transaction, (4) approval
of the proposed transaction by the Special Committee of the Board, the full
Board of Directors and the Company's Stockholders and (5) the expiration of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. There can be no assurance that a definitive acquisition agreement will
be executed and delivered or that the proposed transaction will be consummated.
The Special Committee is comprised of Mr. David E. Schwab II (Chairman), former
New York Governor Hugh L. Carey, Mr. Clive Chajet and Mr. Joseph A. Levato
(alternate).
In connection with the proposal, the Company has designated an affiliate
of Messrs. Peltz and May as the initial contingent transferee of its right of
first refusal with respect to the outstanding shares of the Company's Class B
Common Stock.
The securities proposed to be issued have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold within the
United States except pursuant to an exemption from the Securities Act, or in a
transaction not subject to the registration requirements of the Securities Act.
This Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy such securities.
Copies of the letter setting forth the proposal, the letter agreement
relating to the right of first refusal with respect to the Class B Common Stock
and the press release issued by the Company announcing the receipt of such
proposal are being filed herewith as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Letter dated October 12, 1998 from Nelson Peltz and Peter W. May
to the Board of Directors of the Company.
99.2 Letter agreement dated October 12, 1998 between the Company and
Nelson Peltz and Peter W. May.
99.3 Press release dated October 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: October 12, 1998 By: BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President
and General Counsel
Exhibit Index
Exhibit
No. Description Page No.
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99.1 Letter dated October 12, 1998 from Nelson Peltz
and Peter W. May to the Board of Directors of
the Company
99.2 Letter agreement dated October 12, 1998 between
the Company and Nelson Peltz and Peter W. May
99.3 Press release dated October 12, 1998