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) August 19, 1999
TRIARC COMPANIES, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
----------------- -------------- --------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
----------------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Agreement to Repurchase Class B Common Stock
On August 19, 1999, the Company announced that its Board of Directors
had unanimously approved a stock purchase agreement between the Company and two
entities controlled by Victor Posner, Victor Posner Trust No. 6 and Security
Management Corp. (collectively, the "Posner Entities"), pursuant to which the
Company will acquire from the Posner Entities all of the 5,997,622 issued and
outstanding shares of the Company's non-voting Class B Common Stock in three
separate transactions. Pursuant to the agreement, on August 19, 1999, the
Company acquired one-third of the shares (1,999,208 shares) at a price of $20.44
per share (which was the trading price of the Company's Class A Common Stock at
the time the transaction was negotiated), for an aggregate cost of $40,863,812.
The Company will acquire one-half of the remaining shares (1,999,207 shares) on
or before the first anniversary of the date of the initial closing (subject to
extension in certain limited circumstances) at a price of $21.18 per share (an
aggregate cost of $42,343,204) and the remaining shares (1,999,207 shares) on or
before the second anniversary of the date of the initial closing (subject to
extension in certain limited circumstances) at a price of $21.93 per share (an
aggregate cost of $43,842,610). The Posner Entities have placed the shares to be
acquired at the subsequent closings in escrow pending their repurchase.
A copy of the definitive stock purchase agreement and two press releases
relating to the foregoing transaction are being filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Amended and Restated Stock Purchase Agreement dated August 19,
1999 by and among Triarc, Victor Posner Trust No. 6 and Security
Management Corp.
99.1 Press Release dated August 19, 1999.
99.2 Press Release dated August 19, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
TRIARC COMPANIES, INC.
By: BRIAN L. SCHORR
------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
and General Counsel
Dated: August 19, 1999
EXHIBIT INDEX
Exhibit
No. Description Page No.
10.1 -- Amended and Restated Stock Purchase
Agreement dated August 19, 1999 by
and among Triarc, Victor Posner Trust
No. 6 and Security Management Corp.
99.1 -- Press Release dated August 19, 1999
99.2 -- Press Release dated August 19, 1999