Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TRIARC COMPANIES, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(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):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary 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
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
TRIARC COMPANIES, INC.
NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
[LOGO]
THURSDAY, JUNE 22, 2000
AT 11:00 A.M.
AT THE WALDORF=ASTORIA
301 PARK AVENUE
NEW YORK, NEW YORK
[Logo]
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
May 22, 2000
Dear Stockholders:
It is our pleasure to invite you to join us at the 2000 Annual Meeting of
Stockholders of Triarc Companies, Inc. which will be held at 11:00 a.m., on
Thursday, June 22, 2000, in the Hilton Room of The Waldorf=Astoria, 301 Park
Avenue, New York, New York.
We will 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 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 these proposals and recommends that you vote
FOR each of them.
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 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
NELSON PELTZ PETER W. MAY
Chairman and Chief President and Chief
Executive Officer Operating Officer
[Logo]
TRIARC COMPANIES, INC.
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 22, 2000
11:00 A.M., LOCAL TIME
-------------------
The 2000 Annual Meeting of Stockholders of Triarc Companies, Inc. will be
held on Thursday, June 22, 2000, at 11:00 a.m., local time, in the Hilton Room
of The Waldorf=Astoria, 301 Park Avenue, New York, New York, for the following
purposes:
(1) to elect nine (9) directors to hold office as specified in the
accompanying Proxy Statement;
(2) to ratify the appointment of Deloitte & Touche LLP as the Company's
independent certified public accountants; and
(3) 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 May 10, 2000.
By Order of the Board of Directors
STUART I. ROSEN
STUART I. ROSEN
Vice President and
Associate General Counsel, and
Secretary
May 22, 2000
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 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 2000 Annual Meeting of Stockholders of the Company (the
'Meeting'), to be held on Thursday, June 22, 2000, at 11:00 a.m., local time, in
the Hilton Room of The Waldorf=Astoria, 301 Park Avenue, New York, New York 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 22, 2000. 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 the election of each of the nine (9) nominees for
directors named below and FOR Proposal (2). The Company does not have cumulative
voting in the election of directors. 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 May 10, 2000
are entitled to vote on all business of the Meeting. At the close of business on
such day, the Company had 19,928,879 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 Incorporation
and the By-Laws, if a quorum is present at the
Meeting, the affirmative vote of a plurality of the votes cast is required for
the election of directors and 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 Proposal (2). Under Delaware law, an abstention 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 (Proposal (1)) and, therefore, do not have the effect of votes in
opposition in such tabulations. Abstentions are included in the tabulation of
the voting results on issues requiring the affirmative vote of a majority of the
voting power present (in person or by proxy) and entitled to vote at the Meeting
(Proposal (2)) and have the effect of votes in opposition in such tabulations,
while broker 'non-votes' are not included in the tabulation of the voting
results on such issues and therefore do not have the effect of votes against in
such tabulations. 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' and the
shares as to which a stockholder abstains are included for purposes of
determining whether a quorum of shares is present at the Meeting.
The Company has been informed that the 5,982,867 shares of Class A Common
Stock (constituting approximately 30.0% of the outstanding shares of Class A
Common Stock as of May 10, 2000) 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 the election of each of the
nine (9) nominees for director named below and FOR Proposal (2).
PROPOSAL 1.
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 September 23, 1999 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.
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.
2
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
---------------- -------------------------------------
Nelson Peltz......................... Mr. Peltz has been a director and the Chairman and Chief
Executive Officer of the Company since April 1993. Since
then, he has also been a director or manager and officer
of certain of the Company's subsidiaries, including a
manager and Chairman and Chief Executive Officer of Triarc
Consumer Products Group, LLC ('TCPG'), since January 1999,
and a director and Chairman of Triarc Beverage Holdings
Corp. ('TBHC') since April 1997. 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 to April 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. Mr. Peltz has also served as a director of MCM
Capital Group, Inc. since February 1998. Mr. Peltz is 57
years of age.
Peter W. May......................... Mr. May has been a director and the President and Chief
Operating Officer of the Company since April 1993. Since
then, he has also been a director or manager and officer
of certain of the Company's subsidiaries, including a
manager and President and Chief Operating Officer of TCPG
since January 1999, and a director and Vice Chairman of
TBHC since April 1997. He is also a general partner of DWG
Acquisition. From its formation in January 1989 to April
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. Mr.
May has also served as a director of MCM Capital Group,
Inc. since February 1998 and served as a director of
Ascent Entertainment Group, Inc. from June 1999 to April
2000 and of On Command Corporation from February 2000 to
April 2000. Mr. May is 57 years of age, and the father of
Jonathan P. May, Chief Executive Officer of the Triarc
Restaurant Group.
Hugh L. Carey........................ Mr. Carey has been a director of the Company since June
1994. He was an Executive Vice President of W.R. Grace & Co.
('Grace') from 1987 to December 31, 1995. From 1993 to
December 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 Innovative Clinical Solutions, Ltd.
(formerly PhyMatrix, Inc.), and of Counsel to Whitman
Breed Abbott & Morgan. Mr. Carey is 81 years of age.
Clive Chajet......................... Mr. Chajet has been a director of the Company since June
1994. He has been Chairman of Chajet Consultancy, L.L.C., a
consulting firm specializing in identity and image
management, since January 1997. Prior to that time, Mr.
Chajet was Chairman of Lippincott &
3
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
---------------- -------------------------------------
Margulies Inc., also a consulting firm specializing in
identity and image management, from 1983 to January 1997.
Mr. Chajet is 63 years of age.
Joseph A. Levato..................... Mr. Levato has been a director of the Company since June
1996. Mr. Levato served as Executive Vice President and
Chief Financial Officer of Triarc from April 1993 to
August 1996. He also served as Executive Vice President
and Chief Financial Officer of certain of Triarc's
subsidiaries from April 1993 to August 1996. Prior to
April 1993, he was Senior Vice President and Chief
Financial Officer of Trian from January 1992 to April
1993. From 1984 to December 1988, he served as Senior Vice
President and Chief Financial Officer of Triangle. Mr.
Levato is 59 years of age.
David E. Schwab II................... Mr. Schwab has been a director of the Company since October
1994. Mr. Schwab has been a Senior Counsel of Cowan,
Liebowitz & Latman, P.C., a law firm, since January 1,
1998. Prior to that time, he was 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 69 years of age.
Jeffrey S. Silverman................. Mr. Silverman has been a director of the Company since May
1999. Mr. Silverman has been Chairman and co-founder of LTS
Capital Partners, L.L.C., an investment firm, since August
1997, and Chairman and Chief Executive Officer of
Financial Performance Corporation, an investment firm,
since January 2000. From January 1983 until August 1997,
Mr. Silverman served as Chief Executive Officer of PLY-GEM
Industries, Inc., a home improvement building products
supplier, and he served as its Chairman from February 1986
through August 1997. Mr. Silverman is 54 years of age.
Raymond S. Troubh.................... Mr. Troubh has been a director of the Company since June
1994. He has been a financial consultant since prior to
1989. Mr. Troubh is a director of ARIAD Pharmaceuticals,
Inc., Diamond Offshore Drilling, Inc., Foundation Health
Systems, Inc., General American Investors Company, Gentiva
Health Services, Inc., Starwood Hotels & Resorts, Inc. and
WHX Corporation. He is also a trustee of MicroCap
Liquidating Trust and Petrie Stores Liquidating Trust. Mr.
Troubh is 74 years of age.
Gerald Tsai, Jr...................... Mr. Tsai has been a director of the Company since October
1993. Mr. Tsai is a private investor. From February 1993 to
October 1997, he was 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, Saks Incorporated and United
Rentals Inc. He is a trustee of Boston University, the
Mount Sinai-NYU Medical Center Board and the New York
University School of Medicine Foundation Board. Mr. Tsai
is 71 years of age.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NINE (9) NOMINEES NAMED ABOVE.
4
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of Triarc, all of whom are U.S. citizens.
NAME AGE POSITIONS
---- --- ---------
Nelson Peltz....................... 57 Director; Chairman and Chief Executive Officer
Peter W. May....................... 57 Director; President and Chief Operating Officer
Michael Weinstein.................. 51 Chief Executive Officer of the Triarc Beverage Group
Jonathan P. May.................... 34 Chief Executive Officer of the Triarc Restaurant
Group
John L. Barnes, Jr................. 52 Executive Vice President and Chief Financial Officer
Eric D. Kogan...................... 36 Executive Vice President -- Corporate Development
Brian L. Schorr.................... 41 Executive Vice President, General Counsel, and
Assistant Secretary
Francis T. McCarron................ 43 Senior Vice President -- Taxes
Anne A. Tarbell.................... 41 Senior Vice President -- Corporate Communications
and Investor Relations
Stuart I. Rosen.................... 40 Vice President and Associate General Counsel, and
Secretary
Fred H. Schaefer................... 55 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 Company, Inc. ('Royal Crown') since
October 1996. Mr. Weinstein has also served as Chief Executive Officer of
Snapple Beverage Corp. ('Snapple') and Mistic Brands, Inc. ('Mistic') since they
were acquired by Triarc in May 1997 and August 1995, respectively. Prior to
August 1995, he was president of Liquid Logic, a private beverage consulting
business he founded in 1994.
Jonathan P. May has been Chief Executive Officer of the Triarc Restaurant
Group and certain of its subsidiaries since July 1999. From 1996 to July 1999,
Mr. May was Vice-President, Concept Development of the Triarc Restaurant Group.
From 1995 to 1996, Mr. May was Vice President, Worldwide Planning of the Triarc
Restaurant Group. Mr. May was Director, Corporate Development of the Company
from 1993 to 1995. Previously, Mr. May was employed by McKinsey & Co., Inc. from
September 1989 to June 1991. Mr. May is the son of Peter W. May.
John L. Barnes, Jr. has been Executive Vice President and Chief Financial
Officer of Triarc and certain of its subsidiaries since March 1998 and prior
thereto was Senior Vice President and Chief
5
Financial Officer of Triarc since August 1996. From April 1996 to August 1996
Mr. Barnes was a Senior Vice President of Triarc. Prior to April 1996,
Mr. Barnes had served as Executive Vice President and Chief Financial Officer of
Graniteville Company, a textile company (which was sold by the Company in
April 1996) for more than five years.
Eric D. Kogan has been Executive Vice President -- Corporate Development of
Triarc and certain of its subsidiaries since March 1998 and prior thereto was
Senior Vice President -- Corporate Development of Triarc since March 1995. Prior
to March 1995 Mr. Kogan was Vice President -- Corporate Development of Triarc
since April 1993. Prior thereto, Mr. Kogan was a Vice President of Trian from
September 1991 to April 1993. Mr. Kogan has also served as Chairman and a
director of MCM Capital Group, Inc. since February 1998.
Brian L. Schorr has been Executive Vice President and General Counsel of
Triarc and certain of its subsidiaries since June 1994. Prior thereto,
Mr. Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm
which he joined in 1982. That firm provides legal services to Triarc and its
subsidiaries.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc and
certain of its subsidiaries since April 1993. Prior thereto, he was Vice
President -- Taxes of Trian from its formation in January 1989 to April 1993.
Anne A. Tarbell has been Senior Vice President -- Corporate Communications
and Investor Relations of Triarc, and Senior Vice President of certain of its
subsidiaries, since May 1998. From June 1995 to April 1998, Ms. Tarbell was Vice
President and Director -- Investor Relations of ITT Corporation and served as
Assistant Director -- Investor Relations of ITT Corporation from August 1991 to
May 1995.
Stuart I. Rosen has been Vice President and Associate General Counsel, and
Secretary of Triarc and certain of its subsidiaries since August 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 and certain of its subsidiaries since April 1993. Prior thereto, he was
Vice President and Chief Accounting Officer of Trian from its formation in
January 1989 to April 1993.
The term of office of each executive officer is until the organizational
meeting of the Board following the next annual meeting of Triarc stockholders
and until his or her successor is elected and qualified or until his or her
prior death, resignation or removal.
BOARD MEETINGS AND CERTAIN COMMITTEES OF THE BOARD
Eight meetings of the full Board of Directors were held during the fiscal
year ended January 2, 2000. Each incumbent director who is a nominee for
reelection attended 75% or more of the meetings of the Board of Directors and
its committees that he was eligible to attend in 1999.
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. Raymond S.
Troubh (Chairman), David E. Schwab II, Jeffrey S. Silverman and Gerald Tsai, Jr.
This committee is charged with the
6
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, (iv) recommends the action to be
taken with respect to the appointment of the Company's independent certified
public accountants and (v) reviews matters brought to its attention within the
scope of its duties, including financial, legal or ethical matters relating to
conflict of interest transactions. The Audit Committee met eight times during
1999.
Nominating Committee. The Nominating Committee is composed of Messrs. Peter
W. May (Chairman), Nelson Peltz and Hugh L. Carey. 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 twice during 1999.
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 for at least six months prior to the date the nomination is submitted
shares of (x) Class A Common Stock or (y) other classes of common stock or
preferred stock, if any, entitled to vote for directors; (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 and Performance Compensation Subcommittee. The
Compensation Committee is composed of Messrs. David E. Schwab II (Chairman),
Clive Chajet, Joseph A. Levato and Jeffrey S. Silverman. The Compensation
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, (iii) administering the Triarc Companies, Inc. 1997
Equity Participation Plan (the '1997 Plan') and the Triarc Companies, Inc. Stock
Option Plan for Cable Car Employees (the 'Cable Car Plan'), and (iv) such other
salary or compensation plans as the Compensation Committee is designated to
administer. The Compensation Committee met twelve times during 1999.
The Performance Compensation Subcommittee (the 'Subcommittee' or the
'Performance Committee') of the Compensation Committee is composed of
Messrs. Schwab (Chairman), Chajet and Silverman. The Subcommittee was
established in August 1997 to assume certain functions which were previously the
responsibility of the Compensation Committee. The Subcommittee's principal
function is to administer the Triarc Companies, Inc. 1993 Equity Participation
Plan, as amended (the '1993 Plan'), the Triarc Beverage Holdings Corp. 1997
Stock Option Plan (the 'TBHC Option Plan'), the 1998 Equity Participation Plan
(the '1998 Plan') and the 1999 Executive Bonus Plan (the '1999 Executive Bonus
Plan' or the '1999 Plan'). The Subcommittee met nine times in 1999.
COMPENSATION OF DIRECTORS
Each non-management director of the Company receives an annual retainer of
$30,000 for serving on the Board. In addition, each non-management director of
the Company also receives $1,500 for each
7
meeting of the Board or of a committee (or subcommittee) of the Board that such
director attends. Under the 1998 Plan each non-management director may elect to
have all or a portion of the annual retainer and these fees 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 1998 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 such director's
initial election or appointment to the Board of Directors. On the date of each
subsequent annual meeting of stockholders of the Company at which a director is
reelected (effective as of the date of the Company's 2000 Annual Meeting), such
director receives options to purchase 4,000 shares of Class A Common Stock.
Also, in 1999, Messrs. Schwab, Carey and Chajet received $30,000, $25,000
and $25,000, respectively, in lieu of standard meeting fees for their respective
services rendered as members of the special committee of Triarc's Board of
Directors that had been formed to review and negotiate the October 1998 proposal
for the acquisition of Triarc by Messrs. Peltz and May. Mr. Carey elected to
have the foregoing fee paid in shares of Class A Common Stock.
For information concerning certain (i) litigation involving certain current
and former directors and (ii) fees paid to certain current and former directors
of Triarc and related matters, see 'Item 3. Legal Proceedings' in the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 2000, as amended
(the 'Form 10-K'), which information is incorporated by reference herein.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), 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 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 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the beneficial ownership as of May 10, 2000
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 officer of the Company as of May 10, 2000 and
all directors and executive officers as a group. Except as otherwise indicated,
each person has sole voting and dispositive power with respect to such shares.
8
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) 30.0%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ....................................... 7,373,567 shares(1)(2)(3) 34.7%
280 Park Avenue
New York, NY 10017
Peter W. May ....................................... 6,931,333 shares(1)(2) 33.3%
280 Park Avenue
New York, NY 10017
Neuberger Berman Inc. .............................. 2,014,050 shares(4) 10.1%
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158
William Ehrman ..................................... 1,883,695 shares(5) 9.5%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
William D. Lautman
350 Park Avenue
New York, NY 10022
Hugh L. Carey....................................... 41,932 shares *
Clive Chajet........................................ 34,800 shares(6) *
Joseph A. Levato.................................... 174,500 shares *
David E. Schwab II.................................. 31,873 shares *
Jeffrey S. Silverman................................ 47,464 shares *
Raymond S. Troubh................................... 47,000 shares *
Gerald Tsai, Jr..................................... 45,582 shares *
Michael Weinstein................................... 46,633 shares *
John L. Barnes, Jr.................................. 264,001 shares 1.3%
Eric D. Kogan....................................... 293,001 shares 1.5%
Brian L. Schorr..................................... 301,991 shares 1.5%
Directors and Executive Officers as a group
(18 persons)...................................... 9,899,394 shares 42.0%
- ---------
* 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.
(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
Mr. May are the sole general partners.
(3) Includes 21,200 shares owned by a family trust of which Mr. Peltz is a
trustee and 2,600 shares owned by minor children of Mr. Peltz. Mr. Peltz
disclaims beneficial ownership of these shares.
(4) 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
(footnotes continued on next page)
9
(footnotes continued from previous page)
based solely on information contained in a Schedule 13G filed with the
Securities and Exchange Commission (the 'SEC') on February 10, 2000 pursuant
to the Exchange Act. Neuberger LLC, along with Neuberger Berman Management
Inc. ('Management'), serve as sub-adviser and investment manager,
respectively, of Neuberger Inc.'s various mutual funds. Neuberger LLC and
Management are deemed to be beneficial owners of 2,014,050 shares of
Class A Common Stock. These shares are included as shares over which
Neuberger LLC and Management has shared voting and dispositive power.
Neuberger LLC and Management disclaim beneficial ownership of 103,100 shares
of Class A Common Stock owned by employees in their own personal securities
accounts.
(5) The information set forth herein with respect to Messrs. Ehrman, Greenberg,
Ketcher, Gerstl, and Lautman is based solely on information contained in a
Schedule 13G/A filed with the SEC on February 16, 2000 under the Exchange
Act. The shares reflected include an aggregate of 1,883,695 shares of
Class A Common Stock that Messrs. Ehrman, Ketcher, Gerstl, Greenberg and
Lautman may be deemed to beneficially own as general partners of EGS
Management, L.L.C., a Delaware limited liability company, 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 New York limited partnership. The
shares reflected also include (i) 61,300 shares of Class A Common Stock
owned directly by Mr. Ehrman; (ii) 7,500 shares of Class A Common Stock
owned directly by Mr. Gerstl; and (iii) 2,000 shares of Class A Common Stock
owned directly by Mr. Greenberg.
(6) Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares
Mr. Chajet disclaims beneficial ownership.
----------------------
The above beneficial ownership table includes options to purchase shares of
Class A Common Stock which have vested or will vest within 60 days of May 10,
2000 by the following persons:
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER REPRESENTED BY OPTIONS
------------------------ ----------------------
Nelson Peltz................................................ 1,340,000 shares
Peter W. May................................................ 901,666 shares
Hugh L. Carey............................................... 27,000 shares
Clive Chajet................................................ 27,000 shares
Joseph A. Levato............................................ 146,000 shares
David E. Schwab II.......................................... 27,000 shares
Jeffrey S. Silverman........................................ 7,500 shares
Raymond S. Troubh........................................... 27,000 shares
Gerald Tsai, Jr............................................. 30,000 shares
Michael Weinstein........................................... 43,333 shares
John L. Barnes, Jr.......................................... 260,001 shares
Eric D. Kogan............................................... 279,001 shares
Brian L. Schorr............................................. 295,001 shares
Directors and Executive Officers as a group (18 persons).... 3,655,335 shares
10
The beneficial ownership table does not include 3,998,414 shares of Triarc's
non-voting Class B Common Stock owned as of May 10, 2000 by entities controlled
by Victor Posner (collectively, the 'Posner Entities'). In August 1999, Triarc
entered into a definitive agreement with the Posner Entities to acquire all of
the Class B Common Stock. One-third of such shares (1,999,208 shares) were
acquired by Triarc in August 1999. The agreement further provides that one-half
of the remaining shares of Class B Common Stock (1,999,207 shares) will be
acquired by Triarc on or before August 19, 2000 and the balance of such shares
(1,999,207 shares) will be purchased on or before August 19, 2001. Each of the
purchase dates is subject to extension in certain limited circumstances. None of
the directors or nominees for directors of the Company or the Named Officers
beneficially owned any Class B Common Stock as of May 10, 2000.
Except for the arrangements relating to the shares described in
footnote (1) to the beneficial 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.
11
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE AND
PERFORMANCE COMPENSATION SUBCOMMITTEE
The Compensation Committee's Role. The Compensation Committee of the Board
of Directors (the 'Compensation Committee') is responsible for setting policy
for compensation of executive officers of the Company. It is also responsible
for reviewing and approving the compensation program for the executive officers
of the Company (the 'Executive Compensation Program') and administering the 1997
Plan and the Cable Car Plan. The Performance Compensation Subcommittee's (the
'Subcommittee' or the 'Performance Committee') principal function is to
administer the 1998 Plan, the TBHC Option Plan, the 1999 Executive Bonus Plan
and the 1993 Plan (which expired by its terms in April 1998). Accordingly, the
Subcommittee joins the Compensation Committee in this report.
The Company's Executive Compensation Program is designed to motivate
executives to achieve the Company's business objectives, with a particular
emphasis on building the value of the Company. Key components of the Executive
Compensation Program consist of base salaries, performance-based cash bonus
plans, stock-based compensation plans and discretionary bonuses. 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.
From time to time, the Company retains external compensation consultants to
advise it with respect to competitive pay levels and the development and design
of compensation plans. During 1999, the Company's existing six-year compensation
arrangements with its Chairman and Chief Executive Officer and President and
Chief Operating Officer expired. Accordingly, the Compensation Committee and
Performance Committee reviewed the Executive Compensation Program and entered
into new compensation arrangements with these two officers. In addition, the
Company also adopted the 1999 Executive Bonus Plan, which was approved by the
Company's stockholders in September 1999.
The Company provides its executive officers with a total compensation
package that -- at expected levels of performance -- is generally intended to
be highly competitive with compensation packages provided to similarly situated
executives in the consumer products, restaurants and food and beverage
industries. The Company periodically assesses an executive's competitive level
of compensation based on comparable market information drawn from a variety of
sources, including proxy statements, compensation surveys and external
compensation consultants. In addition, such compensation takes into account the
various roles and combinations of responsibilities undertaken by Triarc's
executive officers, as well as their individual performance and contribution to
the success of the Company.
The Compensation 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
Compensation 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 companies that are not included in the peer group index in the
performance graph set forth below.
- ---------
(*) This Report does not constitute soliciting material and should not be deemed
filed or incorporated by reference into any Company filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent the Company specifically incorporates this Report by
reference into such other filing.
12
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.
Incentive Compensation Varies With Performance and Other Factors. Actual
total compensation paid to the executive corporate officers may exceed or fall
below competitive compensation levels, both annually and over time, based on
various factors, including:
the Company's financial performance;
the Company's common stock performance;
the performance of the executive's area of responsibility;
individual executive performance; and
the executive's experience in his or her role.
Awards paid under annual and long-term incentive plans to senior operating unit
officers are tied to that business units' short- and long-term financial
performance and strategic accomplishments of the Company.
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
performance and strategic accomplishments, 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 either the Compensation Committee or the
Subcommittee, as appropriate.
Overview of the Executive Compensation Program. Key components of the
Executive Compensation Program include: (i) the base salary program, (ii) the
annual incentive program and (iii) the long-term incentive program.
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 and reflect an individual's ongoing performance. Base
salaries 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.
Annual Incentive Compensation. During 1999, the Company's stockholders
approved the 1999 Executive Bonus Plan which seeks to provide compensation
opportunities to eligible executive officers and key employees of the
Company and its subsidiaries that are directly related to the financial
performance of the Company. The Plan provides for two types of bonuses:
formula bonus awards and performance goal bonus awards. No performance goal
bonus awards were made with respect to 1999. During 1999 formula bonus
awards were awarded to Messrs. Peltz and May. Formula bonus awards were
based solely on the Company's operating performance using certain
predetermined earnings related criteria outlined in the Plan. Bonus payments
under the Plan are intended to be exempt from the tax deduction limitation
of Section 162(m) of the Code. The annual cash incentive plans for executive
officers of certain of the Company's principal business units (each an
'Annual Plan') provide competitive annual pay opportunities with amounts
payable being linked to the business unit's annual financial performance,
and to the individual's annual performance. Each Annual Plan sets annual
incentive target awards at levels that are competitive
13
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 financial and strategic objectives.
Each such executive's individual performance award is related 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 a significant portion of their award linked to corporate
or unit financial performance, as defined by operating income and other
measures.
In addition, from time to time, the Compensation Committee may award
discretionary bonuses based on performance to the Company's executive
officers. The amounts of such bonuses are based on the Compensation
Committee's evaluation of such individual's contribution. In 1999, special
discretionary bonuses were awarded by the Compensation Committee to
corporate executive officers to reward their performance in connection with
the sale by the Company of its interest in National Propane Partners, L.P.
and to incentivize future performance.
Long-Term Incentive Compensation. The Company provides executive
officers and key employees of its principal business units with incentives
linked to longer-term business unit and corporate performance through the
1998 Plan, which provides for the grant of options to purchase shares of
Company Stock and restricted stock of the Company, and the TBHC Option Plan
which provides for the grant of options to purchase shares of TBHC common
stock. The Subcommittee believes equity ownership among executives aligns
management's interests with those of stockholders and provides long-term
incentives for the Company's officers. In 1999, grants to the Company's
executive officers were made only under the 1998 Plan.
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, automobile allowances and club dues. Overall, the
Compensation Committee believes the provided levels of benefits and
perquisites are necessary and competitive 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. Prior compensation
arrangements for Nelson Peltz, the Company's Chairman and Chief Executive
Officer and Peter W. May, President and Chief Operating Officer expired by their
terms in April 1999. Effective May 1, 1999, the Company entered into new
employment agreements with Messrs. Peltz and May. The agreements are described
in 'Certain Employment Arrangements with Executive Officers.' The employment
agreements entered into between the Company and Messrs. Peltz and May resulted
from arms'-length negotiations between the Compensation Committee, represented
by its chairman, and Messrs. Peltz and May. The Committee believes that the
compensation provisions contained in each of the agreements were necessary to
secure Messrs. Peltz's and May's employment and are in the best interests of the
Company and its stockholders. In setting their overall compensation levels, the
Compensation Committee reviewed total compensation offered to chief executive
officers and chief operating officers of food, beverage, consumer products and
restaurant companies with sales of $500 million or more (with actual pay levels
adjusted to reflect the Company's size, inclusive of system-wide franchise sales
and the retail equivalent sales of the Company's beverage products to retail
customers) in order to assess the competitiveness of the compensation package
being offered to Messrs. Peltz and May. The bonuses paid to Mr. Peltz and Mr.
May in respect of 1999 under the 1999 Bonus Plan ($3.3 million and $1.7 million,
respectively) are based on Company performance and determined by a formula. In
addition, during 1999 the Compensation Committee
14
awarded special discretionary bonuses of $2.0 million to Mr. Peltz and $1.0
million to Mr. May to reward their performance in connection with the Company's
July 1999 sale of its interest in National Propane Partners, L.P. Mr. Peltz also
received an additional discretionary bonus of $225,000.
Messrs. Peltz and May also received grants of options under the 1998 Plan
(which are set forth in the Summary Compensation Table). The factors considered
in determining the size of the stock option grants to Messrs. Peltz and May were
the stock option guidelines established for all participants in the 1998 Plan
(see 'Grant of Equity-Based Incentives for Fiscal 1999,' below), as well as
Messrs. Peltz's and May's respective performance and contribution to the
Company.
Bonuses for Fiscal 1999. The Compensation Committee reviewed the fiscal 1999
performance of executive corporate officers and approved bonuses for such
executives. The bonuses primarily reflected individual qualitative executive
contributions based upon the level of the executive's responsibilities, the
efficiency and effectiveness with which the executive oversaw the matters under
such executive's supervision, and the degree to which such executive contributed
to the accomplishment of the Company's goals. In fiscal 1999, the Company had
significant strategic and financial accomplishments, including the sale of its
interests in National Propane. These accomplishments had a significant impact on
the assessment of the annual incentive compensation for all of the Company's
executive corporate officers. The Compensation Committee considered a variety of
factors, including these accomplishments, in making its compensation decisions
and no specific weighting was assigned to any one of those factors or those
accomplishments over others in determining bonuses paid to the executive
officers with respect to fiscal 1999; however, the Compensation Committee did
compare accomplishments with respect to fiscal 1999 (in particular, the sale of
National Propane and the Company's operating performance) with those with
respect to fiscal 1998 and, accordingly, the discretionary bonuses paid to
senior officers (excluding Messrs. Peltz and May) with respect to fiscal 1999
were approximately 25% more than those awarded with respect to the prior fiscal
year.
Grant of Equity-Based Incentives for Fiscal 1999. The Subcommittee approved
stock option grants under the 1998 Plan in respect of fiscal 1999 performance to
selected corporate and business unit managers because the Subcommittee
determined that it was in the best interest of stockholders to provide
significant equity incentives to the Company's management team. Accordingly, in
December 1999 the Subcommittee approved stock option grants under the 1998 Plan
to selected officers and certain key employees, including Messrs. Peltz and May.
The option grants to named executive officers under the 1998 Plan are included
in the Summary Compensation Table below. Such awards were made after a review of
the exercise prices, numbers and dates of their previous option awards and the
option awards made to other executive officers. Although there are no precise
targets with respect to the number of stock options, the Subcommittee believes
that the higher the level of an executive's responsibilities, the larger the
stock based component of his compensation should be. In accordance with the
terms of the TBHC Option Plan, the Subcommittee equitably adjusted the exercise
price of all outstanding options under the TBHC Option Plan to reflect the
effects of the transfer of cash and deferred tax assets from TBHC to Triarc and
the transfer of Stewart's Beverages, Inc. (formerly, Cable Car Beverage
Corporation) to TBHC.
Section 162(m) Considerations. The Company's general policy is to award
compensation to individuals pursuant to plans that satisfy the requirements of
Section 162(m) of the Code. Nevertheless, each of the Compensation Committee and
Subcommittee believes it is important to maintain the flexibility to authorize
compensation that does not satisfy the requirements of Section 162(m). Further,
because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m), no
15
assurance can be given, notwithstanding the Company's efforts, that compensation
intended by the Company to satisfy the requirements for deductibility under
Section 162(m) does in fact do so.
The Compensation Committee The Performance Compensation Subcommittee
David E. Schwab II, Chairman David E. Schwab II, Chairman
Clive Chajet Clive Chajet
Joseph A. Levato Jeffrey S. Silverman
Jeffrey S. Silverman
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 1993 Plan, the 1998 Plan, the 1999
Executive Bonus Plan and the TBHC Option Plan with respect to the fiscal year
ended December 28, 1997, the fiscal year ended January 3, 1999 and the fiscal
year ended January 2, 2000 to, Triarc's Chairman and Chief Executive Officer,
President and Chief Operating Officer and the other executive officers of Triarc
who constituted Triarc's most highly compensated executive officers during
fiscal 1999 (the 'Named Officers').
Messrs. Peltz and May serve as directors and officers of Triarc and several
of its subsidiaries, and Messrs. Barnes, Kogan and Schorr serve as officers of
Triarc and officers and directors of several of its subsidiaries. Mr. Weinstein
serves as a director and officer of TBHC and certain of its subsidiaries
(including Snapple and Mistic). All compensation set forth in the Summary
Compensation Table for Messrs. Peltz, May, Barnes, Kogan and Schorr (other than
the options granted under the TBHC Option Plan) 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 except for
options granted under the TBHC Option Plan. Additional information with respect
to the compensation arrangements for the Chairman and Chief Executive Officer
and the other Named Officers is set forth below under 'Certain Employment
Arrangements with Executive Officers.' No restricted stock awards were made to
any of the Named Officers during fiscal 1997, fiscal 1998 or fiscal 1999.
16
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) COMPENSATION($)
--------------------------- ------ --------- -------- ---------------
Nelson Peltz ................. 1999 933,333 5,554,350(2) 300,034(6)
Chairman and Chief Executive 1998 1 -- 329,067(6)
Officer of Triarc 1997 1 -- 429,872(6)
Peter W. May ................. 1999 800,000 2,664,650(2) 148,285(7)
President and Chief Operating 1998 1 -- 134,173(7)
Officer of Triarc 1997 1 -- 153,288(7)
Michael Weinstein ............ 1999 500,000 225,000 (8)
Chief Executive Officer of 1998 500,000 225,000 (8)
the Triarc Beverage Group 1997 458,333 2,250,000(4) (8)
John L. Barnes, Jr. .......... 1999 300,000 800,000(3) (8)
Executive Vice President and 1998 300,000 585,000(3) (8)
Chief Financial Officer of 1997 300,000 650,000(3) (8)
Triarc
Eric D. Kogan ................ 1999 300,000 800,000(3) (8)
Executive Vice President -- 1998 285,583 595,417(3) (8)
Corporate Development of 1997 250,000 700,000(3) (8)
Triarc
Brian L. Schorr .............. 1999 312,500 800,000(3) (8)
Executive Vice President and 1998 312,500 585,000(3) (8)
General Counsel of Triarc 1997 312,500 650,000(3)(5) (8)
LONG TERM COMPENSATION
-------------------------------------------------
AWARDS PAYOUTS
------------------ ----------
SECURITIES
UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION OPTIONS/SARS(#)(1) PAYOUTS($) COMPENSATION($)
--------------------------- ------------------ ---------- ---------------
Nelson Peltz ................. 226,000(9) -- 8,800(11)
Chairman and Chief Executive 26,000(10) -- --
Officer of Triarc 150,000 -- --
Peter W. May ................. 113,000(9) -- 8,800(11)
President and Chief Operating 13,000(10) -- --
Officer of Triarc 100,000 -- --
Michael Weinstein ............ 46,000(9) -- 6,400(11)
Chief Executive Officer of 10,000 -- 5,600(11)
the Triarc Beverage Group 21,000(10) -- 4,000(11)
John L. Barnes, Jr. .......... 56,600(9) -- 8,800(11)
Executive Vice President and 50,000 -- 7,200(11)
Chief Financial Officer of 6,000(10) --
Triarc 50,000 6,400(11)
Eric D. Kogan ................ 56,600(9) -- 8,800(11)
Executive Vice President -- 50,000 -- 7,200(11)
Corporate Development of 6,600(10) --
Triarc 50,000 6,400(11)
Brian L. Schorr .............. 56,600(9) -- 12,787(12)
Executive Vice President and 50,000 -- 11,187(12)
General Counsel of Triarc 6,600(10) --
50,000 10,387(12)
- ---------
(1) Except as otherwise noted, all stock option grants were made pursuant to
the 1993 Plan or 1998 Plan. The option grants under the 1998 Plan with
respect to fiscal 1998 were made on March 15, 1999.
(2) Includes special bonuses paid in connection with the completion of certain
transactions and payments made pursuant to the 1999 Executive Bonus Plan
described below.
(3) Includes special bonuses paid in connection with the completion of certain
transactions.
(4) Includes, as consideration for Mr. Weinstein's added responsibilities in
connection with the reorganization of the Triarc Beverage Group, the
acquisition of Snapple and the cancellation of certain stock appreciation
rights with respect to shares of Mistic common stock, a special payment of
$2,000,000 awarded under the terms of Mr. Weinstein's 1997 employment
agreement that Mr. Weinstein received on January 2, 2000. Of such amount,
$1,000,000 vested as of July 1, 1997 and $333,333 vested on each of
January 2, 1998, January 2, 1999 and January 2, 2000. For additional
information, see 'Certain Employment Arrangements with Executive
Officers -- Michael Weinstein.'
(5) Such amount constitutes Mr. Schorr's aggregate bonus with respect to fiscal
1997, $600,000 of which was paid in January 1998 as an advance against such
bonus, with the balance being paid in March 1998.
(6) Includes imputed income of $227,801, $266,837 and $233,856 arising out of
the use of corporate aircraft in fiscal 1999, fiscal 1998 and fiscal 1997,
respectively.
(footnotes continued on next page)
17
(footnotes continued from previous page)
(7) Includes imputed income of $94,791, $77,138 and $85,841 arising out of the
use of corporate aircraft in fiscal 1999, 1998 and 1997, respectively, and
fees of $40,000 paid by Triarc on behalf of Mr. May for tax and financial
planning services in each of fiscal 1999, fiscal 1998 and fiscal 1997.
(8) 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.'
(9) Includes 26,000, 13,000, 6,600, 6,600 and 6,600 options granted in 1998
under the TBHC Option Plan to Messrs. Peltz, May, Barnes, Kogan and Schorr,
respectively, and 21,000 options granted in 1997 under the TBHC Plan to Mr.
Weinstein, the exercise prices of which were equitably adjusted in 1999. In
May 1999, in accordance with the terms of the TBHC Option Plan, the
Performance Committee equitably adjusted the exercise price of all
outstanding options under the TBHC Option Plan to reflect the effects of
the transfer of cash and deferred tax assets from TBHC to Triarc and the
contribution of Stewart's Beverages, Inc. to TBHC. As a result, the
exercise price of each of the TBHC options granted in 1998 at an exercise
price of $191.00 per share was equitably adjusted to $138.83 per share and
the exercise price of each TBHC option granted in 1997 at an exercise price
of $147.30 per share was equitably adjusted to $107.05 per share. In
addition, holders of options with an original exercise price of $147.30 per
share may be entitled to a cash payment of $51.34 per share, and holders of
options with an original exercise price of $191.00 per share may be
entitled to a cash payment of $39.40 per share, if they exercise their
options or their right to resell their shares to TBHC. Triarc has agreed
with TBHC that it will pay or reimburse TBHC for any such cash payment to a
holder of options to the extent that such holder was an employee of Triarc
(but not an employee of a subsidiary of Triarc) on May 17, 1999.
(10) Represents grants of options made pursuant to the TBHC Plan which were
equitably adjusted in 1999. See footnote (9) above.
(11) Represents amounts contributed to 401(k) plan by Triarc (Snapple, in the
case of Mr. Weinstein) on behalf of the Named Officer.
(12) Includes $8,800, $7,200 and $6,400 contributed to 401(k) plan by Triarc on
behalf of Mr. Schorr in fiscal 1999, 1998 and 1997, respectively, and
$3,987 of other compensation paid by Triarc in an amount equal to premiums
for life insurance in each of fiscal 1999, 1998 and 1997.
CERTAIN EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS
Nelson Peltz and Peter W. May. Since April 1993, 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. Under the terms of their
original employment and compensation arrangements, which expired by their terms
in April 1999, each of them received an annual base salary of $1.00. In
addition, Messrs. Peltz and May participated in the incentive compensation and
welfare and benefit plans made available to Triarc's corporate officers. New
employment agreements were entered into by the Company and Messrs. Peltz and
May, effective as of May 1, 1999. The agreements provide for a five year term
through April 30, 2004, unless otherwise terminated as provided therein, with
automatic annual one year renewals unless either the Company or the executive
gives written notice not later than 180 days preceding the date of any such
extension that such party does not wish to extend the term. The agreements
provide for annual base salaries of $1,400,000 per year for Mr. Peltz and
$1,200,000 per year
18
for Mr. May, subject to increase but not decrease from time to time. In
addition, the executives will receive an annual bonus for each fiscal year at
least equal to the bonus amount actually earned under the stockholder approved
1999 Executive Bonus Plan; provided that the Board of Directors (including the
Compensation Committee) may award additional bonuses in its discretion. In the
event employment is terminated by the Company without 'cause,' or by the
executive for 'good reason' (as each such term is defined in the agreements), or
at the executive's option following a 'change of control,' the agreements
provide that each executive will be entitled to receive within ten days of
termination, among other things, an amount equal to the sum of: (i) the
executive's then current base salary through the date of termination, any bonus
amounts payable, and accrued vacation pay; (ii) the executive's then current
base salary through the remainder of the employment term; (iii) five times the
highest bonus as calculated under the agreements; and (iv) five times the sum of
Company contributions paid or accrued on the executive's behalf to any defined
contribution retirement plans during the year preceding termination. In
addition, the executives will be entitled to receive a pro rata bonus for the
year in which the termination occurs. 'Change of control' would generally
include the following events: (i) a majority of the Company's directors being
replaced; (ii) any person, defined in the Securities Exchange Act of 1934, as
amended, acquires 50% or more of the combined voting power of the Company's
voting securities; (iii) a sale of all or substantially all of the assets of the
Company; (iv) a merger or similar transaction that requires stockholder
approval, unless the Company's stockholders continue to own 50% or more of the
combined voting power of the resulting entity's voting securities; (v) the
Company's stockholders approve a plan of complete liquidation or dissolution of
the Company; or (vi) such other events as may be designated by the Board of
Directors. Under the agreements, in the event that any benefit paid to Messrs.
Peltz and May becomes subject to excise tax imposed under Section 4999 of the
Internal Revenue Code, the Company will indemnify Messrs. Peltz and May so that
after payment of such excise taxes, Messrs. Peltz and May will be in the same
after-tax position as if no excise tax had been imposed. The agreements also
provide that in the event that employment is terminated without 'cause' by the
Corporation, by Messrs. Peltz or May for 'good reason,' or under other specified
circumstances (including a change of control), all non-vested stock options and
other non-vested stock or stock-based awards then owned by the executives will,
subject to certain limitations, vest immediately and (i) subject to certain
limitations, all of such awards granted on or after February 24, 2000 and
(ii) all of the Company stock options granted before February 24, 2000 with an
exercise price greater than $17.6875 per share (the closing price of the
Company's common stock on such date), will remain exercisable until the earlier
of one year following termination or the award's stated expiration date.
Michael Weinstein. Snapple and Mistic entered into an amended and restated
employment agreement, effective as of June 1, 1997, with Michael Weinstein,
providing for the employment of Mr. Weinstein as the Chief Executive Officer of
TBHC, Snapple, Mistic and Royal Crown. The term of employment will continue
until January 2, 2001, unless otherwise terminated or renewed as provided in the
agreement. Mr. Weinstein's employment agreement is automatically renewed for
additional one year periods unless either Mr. Weinstein or Snapple elect, upon
180 days' notice, not to renew. Mr. Weinstein receives an annual base salary of
$525,000, and is eligible to receive an annual cash incentive bonus and future
grants of options to purchase shares of the Company's Class A Common Stock. Mr.
Weinstein also received a special payment of $2,000,000 in January 2000, of
which $1,000,000 vested as of July 1, 1997 and $333,333 vested on each of
January 2, 1998, 1999 and 2000.
Mr. Weinstein is also entitled to participate in any insurance, including
life, disability, medical and dental, vacation, pension and retirement plans and
to receive any other employee benefits and
19
perquisites made generally available by Snapple to its senior officers. In
addition, Mr. Weinstein is entitled to a monthly automobile allowance in the
amount of $900.
In the event Snapple terminates Mr. Weinstein's employment without good
cause, Mr. Weinstein's employment agreement provides that he will receive an
amount equal to the sum of: (1) the greater of: (a) his base salary for one year
and (b) the entire amount of base salary that would be payable to Mr. Weinstein
under his employment agreement through the last day of the then current term,
plus any earned but unpaid base salary, vacation or annual bonus in respect of a
prior year owing to Mr. Weinstein accrued before the termination; plus (2) Mr.
Weinstein's annual bonus for the year in which the termination occurs.
In addition, Mr. Weinstein's option to purchase 15,000 shares of Triarc's
Class A Common Stock will vest immediately as of the date of his termination and
may be exercised by Mr. Weinstein within the earlier of one year from the date
of termination or on the date the option expires. Mr. Weinstein's employment
agreement also provides that in the event of a change in control, Mr. Weinstein
may terminate his employment within 12 months following the change in control,
if he does so because of any substantial diminution of his title, duties, or
responsibilities, or any material reduction in compensation, and will be
entitled to receive the same payments that he would have been entitled to
receive had his employment been terminated without good cause.
Mr. Weinstein's employment agreement also contains confidentiality
provisions that prohibit him from disclosing confidential information relating
to Snapple, its subsidiaries or its affiliated companies during the term of his
employment agreement and for a period of four years afterwards. In addition, the
agreement contains non-competition provisions that prohibit Mr. Weinstein from
competing in the premium or carbonated beverage business for a period of 18
months following the termination of his employment for cause or his voluntary
resignation before the last day of his term of employment.
John L. Barnes, Jr., Eric D. Kogan and Brian L. Schorr. Each of Messrs.
Barnes, Kogan and Schorr, the Company's Executive Vice President and Chief
Financial Officer, Executive Vice President -- Corporate Development and
Executive Vice President and General Counsel, respectively, are parties to
employment agreements with the Company entered into effective as of
February 24, 2000. The agreements provide for a three year term, unless
otherwise terminated as provided therein, with automatic annual one year
renewals unless either the Company or the employee gives written notice not
later than 180 days preceding the date of any such extension that such party
does not wish to extend the term. The agreements provide for annual base
salaries of $475,000 per year, subject to increase but not decrease from time to
time. In addition, the executives are eligible to receive bonuses during each of
the Company's fiscal years from time to time as appropriate, in the sole
discretion of the Company, and to participate in the 1999 Executive Bonus Plan.
In the event employment is terminated by the Company without 'cause', or by an
executive for certain specified reasons (including following a 'change of
control' or for 'good reason', such terms having similar definitions as in
Messrs. Peltz' and May's employment agreements), the agreements provide that
each executive will be entitled to receive within ten days of termination, among
other things, an amount equal to the sum of: (i) the executive's then current
base salary through the date of termination, any bonus amounts payable, accrued
vacation pay, and two and one-half times the sum of Company contributions paid
or accrued on the executive's behalf to any defined contribution retirement
plans during the year preceding termination; (ii) the executive's then current
salary through the remainder of the employment term (but in no event for more
than two and one-half years); and (iii) two and one-half times the highest
bonus, as calculated under the agreements. In addition, the executives will be
entitled to receive a pro rata bonus for the year in which
20
the termination occurs. Under the agreements, in the event that any benefit paid
to Messrs. Barnes, Kogan or Schorr becomes subject to excise tax imposed under
Section 4999 of the Internal Revenue Code, the Company will indemnify Messrs.
Barnes, Kogan and Schorr so that after payment of such excise taxes, Messrs.
Barnes, Kogan and Schorr will be in the same after-tax position as if no excise
tax had been imposed. The agreements also provide that in the event that
employment is terminated without 'cause' by the Company, by Messrs. Barnes,
Kogan or Schorr for 'good reason,' or under other specified circumstances
(including a change of control), all non-vested stock options and other
non-vested stock or stock-based awards of the Company or any subsidiary then
owned by the executives will, subject to certain limitations, vest immediately
and (i) all of such awards granted on or after February 24, 2000 and (ii) all of
the Company stock options granted before February 24, 2000 with an exercise
price greater than $17.6875 per share (the closing price of the Company's common
stock on such date), will remain exercisable until the earlier of one year
following termination or the award's stated expiration date.
CASH INCENTIVE PLANS
The Triarc Beverage Group ('TBG') has an annual cash incentive plan (the
'Annual Incentive Plan') for executive officers and key employees, including Mr.
Weinstein.
The Annual Incentive Plan is designed to provide annual incentive awards to
participants, with amounts payable being linked to the applicable company's
annual financial performance and the performance of the participant during the
preceding year. Financial performance is assessed annually against financial and
strategic objectives. Under the 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 TBG's management in consultation with
management of Triarc. Such awards may be adjusted on a discretionary basis to
reflect the relative individual contribution of the executive or key employee,
to evaluate the 'quality' of TBG's earnings or to take into account external
factors that affect performance results. Management of Triarc and TBG may also
decide that multiple performance objectives related to TBG's and/or the
individual's performance may be appropriate in order to determine the amount of
the annual incentive awards. The Annual Incentive Plan may be amended or
terminated at any time.
1999 EXECUTIVE BONUS PLAN
The Company's 1999 Executive Bonus Plan is designed to provide incentive
compensation for designated executive officers and key employees of the Company
and its subsidiaries that is directly related to the financial performance of
the Company. The plan was approved by the Company's stockholders on
September 23, 1999. The 1999 Executive Bonus Plan, which is effective as of
May 3, 1999, provides for two types of bonuses to be awarded to designated
participants: 'Formula Bonus Awards' and 'Performance Goal Bonus Awards'.
Formula Bonus Awards are based solely on the Company's operating performance
using certain predetermined factors outlined in the plan. Performance Goal Bonus
Awards are based on the Company achieving certain performance goals which are
established annually by the Performance Compensation Subcommittee of the Triarc
Board of Directors (the 'Performance Committee'), based on specific categories
of criteria set forth in the 1999 Executive Bonus Plan. Such criteria include
the successful completion of acquisitions, dispositions, recapitalizations,
financings and refinancings, return on the Company's investment portfolio and
other market and
21
operating performance measures, including, among other things, earnings per
share, market share, margins, productivity improvement and stock price. The
Performance Committee establishes the performance goals as to each participant
for each plan year and, if more than one performance goal is established, the
weighting of the performance goals. Messrs. Peltz and May are eligible to
receive Formula Bonus Awards and each of Messrs. Peltz, May, Barnes, Kogan and
Schorr has been designated by the Performance Committee as being eligible to
receive a Performance Goal Bonus Award under the 1999 Executive Bonus Plan for
plan year 2000. Performance Goal Bonus Awards may not exceed $5,000,000 to any
single participant for any plan year. The Performance Committee may, in its sole
and absolute discretion, adjust or modify the calculation of the performance
goals in certain circumstances. In addition, the 1999 Executive Bonus Plan
provides that the Performance Committee may reduce or eliminate a Performance
Goal Bonus Award even if certain performance goals have been achieved if the
Performance Committee, in its sole discretion, determines to do so. The
Performance Committee may also amend, suspend, or terminate the 1999 Executive
Bonus Plan or any portion thereof at any time; provided that no such amendment
or alteration shall be made that would impair the rights of any participant
without the participant's consent. Payments of awards under the 1999 Executive
Bonus Plan are intended to be exempt from the tax deduction limitation of
Section 162(m) of the Internal Revenue Code, which generally limits deductions
for compensation paid to senior executive officers to $1.0 million per year.
DISCRETIONARY BONUSES
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 1993 Plan, which expired on April 24, 1998, provided for the grant of
options to purchase Class A Common Stock, stock appreciation rights ('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
('Fees') that would otherwise be payable in cash. Directors, selected officers
and key employees of, and key consultants to, Triarc and its subsidiaries were
eligible to participate in the 1993 Plan. A maximum of 10,000,000 shares of
Class A Common Stock (subject to certain adjustments) were authorized to be
delivered by the Company pursuant to options, SARs and restricted shares granted
under the 1993 Plan. As of May 10, 2000, options to acquire a total of 7,966,517
shares of Class A Common Stock were outstanding under the 1993 Plan. The plan is
administered by the Performance Committee.
1998 EQUITY PARTICIPATION PLAN
The 1998 Plan was approved by Triarc's Board of Directors on March 10, 1998
and was approved by the stockholders on May 6, 1998. The 1998 Plan replaced the
1993 Plan which expired on April 24, 1998. The 1998 Plan provides for the
granting of stock options, SARs and restricted stock to officers and key
employees of, and consultants to, Triarc and its subsidiaries and affiliates.
The 1998 Plan provides for automatic awards of options to non-employee directors
of Triarc and permits non-employee directors to elect to receive all or a
portion of their Fees in shares of Class A Common Stock. Subject to certain
antidilution adjustments, a maximum of 5,000,000 aggregate shares of Class A
Common Stock
22
may be granted on the exercise of options or SARs or upon a director's election
to receive Fees in Triarc shares pursuant to the 1998 Plan. In addition, the
maximum number of shares of Class A Common Stock that may be granted to any
individual in a calendar year is 1,000,000 shares. As of May 10, 2000, options
to acquire 1,984,000 shares of Class A Common Stock were outstanding under the
1998 Plan. The 1998 Plan is administered by the Performance Committee. The term
during which awards may be granted under the 1998 Plan will expire on April 30,
2003.
TRIARC BEVERAGE HOLDINGS CORP. 1997 STOCK OPTION PLAN
The TBHC Option Plan was approved by the Board of Directors of TBHC and by
the Performance Committee on August 19, 1997, and amended in May 1999, and
provides for the grant of options to acquire common stock of TBHC, a 99.9% owned
subsidiary of the Company. Key employees, officers, directors and consultants of
TBHC and its subsidiaries and affiliates, and of Triarc and its other
subsidiaries and affiliates, are eligible to participate in the TBHC Option
Plan. A maximum of 150,000 shares of TBHC common stock (subject to certain
adjustments) are authorized to be delivered by TBHC pursuant to options granted
under the plan, representing 15% of the outstanding shares of TBHC common stock
determined on a fully-diluted basis. As of May 10, 2000, options to acquire
148,075 shares of TBHC common stock were outstanding under the TBHC Option Plan.
The TBHC Option Plan is administered by the Performance Committee. The term
during which options may be granted under the TBHC Option Plan expires on
August 18, 2007.
1997 EQUITY PARTICIPATION PLAN
The 1997 Plan was approved by the Executive Committee of the Board of
Directors on December 11, 1997 and provides for the granting of stock options to
purchase shares of Class A Common Stock. Participants in the 1997 Plan are
limited to selected key employees and consultants of Triarc, its subsidiaries
and affiliates who are important to the success and growth of the Company, its
subsidiaries and affiliates, but who are not 'directors,' 'executive officers'
or 'officers' of Triarc. A total of 500,000 shares of Class A Common Stock are
reserved for issuance under the 1997 Plan. As of May 10, 2000, options to
acquire 423,750 shares of Class A Common Stock were outstanding under the 1997
Plan. The 1997 Plan is administered by the Compensation Committee of the Triarc
Board of Directors. The term during which options may be granted under the 1997
Plan expires on December 11, 2002.
OPTIONS GRANTED IN FISCAL 1999
The following table sets forth certain information with respect to options
to purchase shares of Class A Common Stock granted to the Named Officers in the
fiscal year ended January 2, 2000. No grants of options to purchase shares of
TBHC common stock were made under the TBHC Option Plan to any Named Officer
during fiscal 1999. No SARs were granted to any of the Named Officers, and no
stock options were exercised by any Named Officer during fiscal 1999. The grants
expiring in March 2009 were made with respect to fiscal 1998 while the other
grants listed were made with respect to fiscal 1999.
23
OPTION GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------------------------------------- ----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE) DATE VALUE(3)
- ------------------------------------------------- ------------- -------------- ------------- ---------- ----------
Nelson Peltz..................................... 200,000 9.00% $17.75 12/22/09 $1,632,720
Peter W. May..................................... 100,000 4.50% $17.75 12/22/09 $ 816,360
Michael Weinstein................................ 15,000 0.68% $17.75 12/22/09 $ 122,454
10,000(4) 0.45% $16.875 03/15/09 $ 72,847
John L. Barnes, Jr............................... 50,000 2.25% $17.75 12/22/09 $ 408,180
50,000(4) 2.25% $16.875 03/15/09 $ 364,235
Eric D. Kogan.................................... 50,000 2.25% $17.75 12/22/09 $ 408,180
50,000(4) 2.25% $16.875 03/15/09 $ 364,235
Brian L. Schorr.................................. 50,000 2.25% $17.75 12/22/09 $ 408,180
50,000(4) 2.25% $16.875 03/15/09 $ 364,235
- ---------
(1) All options granted to Named Officers during 1999 were granted under the
1998 Plan. One third of the options granted under the 1998 Plan will vest on
each of the first, second and third anniversaries of the date of grant and
the options will be exercisable at any time between the date of vesting and
the tenth anniversary of the date of grant. The option agreements evidencing
options to purchase shares of Class A Common Stock awarded to directors of
Triarc, the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, and all officers of Triarc at the level of Senior Vice
President or above provide that the options may be transferred by the
optionee pursuant to a domestic relations order or to certain permitted
transferees.
(2) The percentages are based on the aggregate number of options granted in
fiscal 1999 to purchase Class A Common Stock. Of the 2,221,000 total options
to purchase Class A Common Stock granted in fiscal 1999, options to purchase
844,250 shares were granted March 15, 1999 with respect to fiscal 1998.
(3) These values were calculated using a Black-Scholes option pricing model. The
actual value, if any, that an executive may realize will depend on the
excess, if any, of the stock price over the exercise price on the date the
options are exercised, and no assurance exists that the value realized by an
executive will be at or near the value estimated by the Black-Scholes model.
The following assumptions were used to calculate the present value of the
option grants with respect to Class A Common Stock:
(a) assumed option term of seven years;
(b) stock price volatility factors of .2895 and .2865 for the March 15,
1999 and December 22, 1999 grants, respectively;
(c) annual discount rates of 5.34% and 6.57% for the March 15, 1999 and
December 22, 1999 grants, respectively; and
(d) no dividend payment.
These estimated option values, including the underlying assumptions used in
calculating them, constitute 'forward-looking statements' within the meaning
of the Private Securities Litigation Reform Act of 1995 and involve risks,
uncertainties and other factors which may cause the actual value of the
options to be materially different from those expressed or implied herein.
(4) These options were granted on March 15, 1999 in respect of fiscal 1998.
24
In addition to the foregoing grants of options, in May 1999, in accordance
with the terms of the TBHC Option Plan, the Performance Committee equitably
adjusted the exercise price of all outstanding options under the TBHC Option
Plan to reflect the effects of the transfer of cash and deferred tax assets from
TBHC to Triarc and the contribution of Stewart's Beverages, Inc. to TBHC. See
footnote (9) to the Summary Compensation Table above. The following table sets
forth certain information with respect to the options previously issued to the
Named Officers that were equitably adjusted in 1999.
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------------------ ----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE)(3) DATE VALUE(4)
- ---------------------------------------------- ------ ----- ------- -------- ----------
Nelson Peltz.................................. 26,000 17.88% $138.83 06/20/08 $6,045,520
Peter W. May.................................. 13,000 8.94% $138.83 06/20/08 $3,022,760
Michael Weinstein............................. 21,000 14.44% $107.05 08/19/07 $5,479,110
John L. Barnes, Jr............................ 6,600 4.54% $138.83 06/20/08 $1,534,632
Eric D. Kogan................................. 6,600 4.54% $138.83 06/20/08 $1,534,632
Brian L. Schorr............................... 6,600 4.54% $138.83 06/20/08 $1,534,632
- ---------
(1) All options that were equitably adjusted during 1999 were granted under the
TBHC Option Plan. One third of the options granted under the TBHC Option
Plan vested on July 1, 1999, and one-third will vest on each of July 1, 2000
and July 1, 2001.
(2) The percentages are based on the 145,425 total options previously granted
under the TBHC Option Plan that were equitably adjusted in 1999.
(3) The exercise price reflects the equitable adjustment made to the options in
1999. The options were originally granted to each of Messrs. Peltz, May,
Barnes, Kogan and Schorr in June 1998, at an exercise price of $191.00 per
share, and to Mr. Weinstein in August 1997, at an exercise price of $147.30
per share. Such exercise prices reflected the fair market value of the TBHC
common stock on the original date of grant as determined by a third-party
independent appraiser.
(4) These values were calculated using a Black-Scholes option pricing model. The
actual value, if any, that an executive may realize will depend on the
excess, if any, of the stock price over the exercise price on the date the
options are exercised, and no assurance exists that the value realized by an
executive will be at or near the value estimated by the Black-Scholes model.
The following assumptions were used to calculate the present value of the
option grants with respect to TBHC common stock:
(a) assumed option term of seven years from the original date of grant;
(b) stock price volatility factor of 0.0001, reflecting the fact that, as
a privately held subsdiairy, the TBHC common stock does not have a
public trading market;
(c) an annual discount rate of 5.66%;
(d) no dividend payment; and
(e) 3% discount of Black-Scholes ratio for each year an option remains
unvested.
These estimated option values, including the underlying assumptions used in
calculating them, constitute 'forward-looking statements' within the meaning
of the Private Securities Litigation
(footnotes continued on next page)
25
(footnotes continued from previous page)
Reform Act of 1995 and involve risks, uncertainties and other factors which
may cause the actual value of the options to be materially different from
those expressed or implied herein.
OPTION VALUES AT END OF FISCAL 1999
The following table sets forth certain information concerning the value as
of January 2, 2000 of unexercised in-the-money options to purchase shares of
Class A Common Stock and shares of TBHC common stock granted to the Named
Officers outstanding as of the end of fiscal 1999.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED 1999(#) 1999($)(1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------- -------------
Nelson Peltz
Triarc Options................................. -0- -0- 1,281,666/2,408,334 3,973,246/ 465,379
TBHC Options................................... -0- -0- 8,666/ 17,334 1,842,045/3,684,515
Peter W. May
Triarc Options................................. -0- -0- 860,000/1,575,000 2,681,254/ 305,621
TBHC Options................................... -0- -0- 4,333/ 8,667 921,022/1,842,258
Michael Weinstein
Triarc Options................................. -0- -0- 31,666/ 38,334 187,246/ 97,379
TBHC Options................................... -0- -0- 7,000/ 14,000 1,793,960/3,671,920
John L. Barnes, Jr.
Triarc Options................................. -0- -0- 203,334/ 156,666 907,425/ 339,650
TBHC Options................................... -0- -0- 2,200/ 4,400 467,632/ 935,264
Eric D. Kogan
Triarc Options................................. -0- -0- 212,334/ 166,666 945,250/ 398,000
TBHC Options................................... -0- -0- 2,200/ 4,400 467,632/ 935,264
Brian L. Schorr
Triarc Options................................. -0- -0- 238,334/ 156,666 1,063,675/ 339,650
TBHC Options................................... -0- -0- 2,200/ 4,400 467,632/ 935,264
- ---------
(1) On December 31, 1999 (the last trading day during fiscal 1999), the closing
price of Class A Common Stock on the New York Stock Exchange was $18.375 per
share. TBHC common stock is not publicly traded. The per share value as of
January 2, 2000 is based on a May 17, 1999 valuation of $311.99 per share
provided to TBHC by an independent third party, the latest valuation
prepared.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Levato was appointed to the Compensation Committee of the Board of
Directors in July 1997. Mr. Levato has been a director of the Company since July
1996 and retired as Executive Vice President and Chief Financial Officer of the
Company in August 1996. Mr. Levato is not a member of the Performance
Compensation Subcommittee.
26
STOCK PRICE PERFORMANCE GRAPH(*)
TRIARC COMPANIES, INC.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN:
TRIARC VS. S&P 500 INDEX AND S&P SMALL CAP 600 INDEX
The following graph compares the cumulative five year total return of
Triarc's Class A Common Stock with the S&P 500 Index and the S&P Small Cap 600
Index (the 'Peer Group'). The Peer Group has been selected because the Company
does not believe it can reasonably identify a peer group comprised of
publicly-traded companies focused on non-alcoholic beverages and restaurants
that are comparable to the Company in terms of revenues or product mix.
Accordingly, the Company has chosen the Peer Group on the basis of comparing the
Company's performance to that of the companies with similar market
capitalizations comprising the S&P Small Cap 600 Index. The stockholders'
returns set forth below assume an initial investment of $100 and that all
dividends have been reinvested.
[PERFORMANCE GRAPH]
31-Dec-94 31-Dec-95 31-Dec-96 28-Dec-97 3-Jan-99 2-Jan-00
--------- --------- --------- --------- -------- --------
Triarc Class A Common Stock $100 $ 94 $ 98 $206 $135 $156
S&P 500'r' Index $100 $138 $169 $218 $290 $351
S&P'r' Small Cap 600 Index $100 $130 $158 $191 $195 $220
- ---------
(*) The stock price performance graph does not constitute soliciting material
and should not be deemed filed or incorporated by reference into any Company
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent the Company specifically
incorporates the stock price performance graph by reference into such other
filing.
27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997, 1998 and 1999 the Company leased an airplane and a helicopter
that were owned by Triangle Aircraft Services Corporation ('TASCO'), a company
owned by the Chairman and Chief Executive Officer and the President and Chief
Operating Officer of the Company (the 'Executives'), or subsidiaries of TASCO,
for a base annual rent, adjusted to $3,258,000 as of May 21, 1997, plus annual
cost of living adjustments commencing October 1, 1997, under a dry lease which,
subject to renewal, would have expired in 2002. Effective October 1, 1999 the
annual rent was $3,447,000 of which $3,078,000 was deemed to represent rent for
the airplane and $369,000 was deemed to represent rent for the helicopter. Prior
to May 21, 1997, the then annual rental payments were $2,008,000. In addition,
in 1997 the Company paid TASCO $2,500,000 for (i) an option (the 'Option') to
continue the lease for an additional five years effective September 30, 1997 and
(ii) the agreement by TASCO to replace the helicopter covered under the lease.
Such $2,500,000 was being amortized to rental expense over the five-year period
commencing October 1, 1997. In connection with such lease and the amortization
of the Option, the Company had rent expense of $2,876,000, $3,885,000 and
$3,850,000 for 1997, 1998 and 1999, respectively. Pursuant to this dry lease,
during 1997, 1998 and 1999 the Company also paid the operating expenses,
including repairs and maintenance, of the aircraft and the costs of certain
capitalized improvements to the aircraft directly to third parties. During 1999
the Company incurred $2,207,000 of repairs and maintenance for the aircraft,
principally relating to the airplane for required inspections and overhaul of
the engines and landing gear in accordance with Federal Aviation Administration
standards, and $7,278,000 of capitalized improvements to the airplane.
On January 19, 2000, the Company acquired 280 Holdings, LLC ('280
Holdings'), the TASCO subsidiary that was the owner and lessor to the Company of
the airplane that had previously been leased from TASCO, for $27,210,000
consisting of cash of $9,210,000 and the assumption of an $18,000,000 secured
promissory note with a commercial lender payable over seven years. The purchase
price was based on independent appraisals and was approved by the Audit
Committee and the Board of Directors. In addition, TASCO paid the Company
$1,200,000 representing the portion of the $1,242,000 unamortized amount of the
Option as of January 2, 2000 relating to the airplane owned by 280 Holdings. The
Company continues to lease the helicopter from a subsidiary of TASCO for the
annual rent of $369,000 and owns the airplane through its ownership of 280
Holdings.
As of August 14, 1998, the Company acquired certain furniture located at the
Company's offices from an entity owned solely by the Executives for an aggregate
purchase price of $1,201,800. The Company had been using such furniture on a
rent-free basis since April 1993. The purchase price was determined, on an
arms-length basis, by the Audit Committee of the Board of Directors which
negotiated and approved the transaction and was equal to the lower of two
appraisals of the furniture prepared by independent third party appraisers.
On February 25, 1999, Triarc Consumer Products Group, LLC ('TCPG'), a
subsidiary of the Company, completed the sale of $300.0 million principal amount
of 10.25% senior subordinated notes due 2009 pursuant to Rule 144A of the
Securities Act of 1933, as amended. Upon the closing of such sale, the
Executives purchased an aggregate $20.0 million of such notes. The Company has
been advised by the Executives that they no longer hold any of such notes.
The Company has an investment in MCM Capital Group, Inc. ('MCM'). MCM is a
financial services company specializing in the recovery, restructuring, resale
and securitization of charged-off, delinquent and non-performing receivable
portfolios acquired at deep discounts. On July 14, 1999 MCM consummated an
initial public offering (the 'MCM IPO') of 2,250,000 shares of its common stock
28
resulting in a decrease in the Company's percentage ownership interest to 8.4%
from 12.2%. On January 12, 2000 the Company entered into an agreement (the 'Note
Guaranty') to guarantee $10,000,000 principal amount of senior notes (the 'MCM
Notes') issued by MCM to a major financial institution in consideration for a
fee of $200,000 and warrants to purchase 100,000 shares of MCM common stock at
$.01 per share with an estimated fair value on the date of grant of $305,000.
The $10,000,000 guaranteed amount will be reduced by (i) any repayments of the
MCM Notes, (ii) any purchases of the MCM Notes by the Company and (iii) the
amount of certain investment banking or financial advisory services fees paid to
the financial institution or its affiliates or, under certain circumstances,
other financial institutions by the Company, MCM or another significant
stockholder of MCM or any of their affiliates. Certain officers of the Company,
including entities controlled by them, collectively own approximately 15.7% of
MCM and are not parties to the Note Guaranty and could indirectly benefit
therefrom. In addition to the Note Guaranty, the Company and certain other
stockholders of MCM, including the officers of the Company referred to above, on
a joint and several basis, have entered into guaranties (the 'Bank Guaranties')
and certain related agreements to guarantee an aggregate of $15,000,000 of
revolving credit borrowings of a subsidiary of MCM, of which the Company would
be responsible for approximately $1,800,000 assuming all of the parties other
than the Company (the 'Other Parties') to the Bank Guaranties and the related
agreements fully perform. The Company purchased a $15,000,000 certificate of
deposit from such financial institution which under the Bank Guaranties is
subject to set off under certain circumstances if the parties to the Bank
Guaranties and related obligations fail to perform their obligations thereunder.
MCM has encountered cash flow and liquidity difficulties. While it is not
currently possible to determine if MCM may eventually default on any of the
aforementioned obligations, management of the Company currently believes that it
is possible, but not probable, that the Company will be required to make
payments under the Note Guaranty and/or the Bank Guaranties.
As part of its overall retention efforts, the Company provides certain of
its officers and employees with the opportunity to co-invest in some of the
investment opportunities available to the Company. The Company and certain of
its officers and employees co-invested in EBT Holding Company, LLC ('EBT')
resulting in the Company owning 18.6% and the officers and employees owning
56.4%. The only operating asset of EBT is its investment in the non-cumulative
preferred stock of EBondTrade.com, Inc., a privately held entity. The Company
advanced the funds for the purchases by the officers and employees and
transferred such ownership to the officers and employees for cash aggregating
$376,000 and notes due the Company aggregating $752,000, of which one-half or
$376,000, are non-recourse notes. Such notes bear interest at the prime rate
adjusted annually (8.5% at May 10, 2000). Notes with Messrs. Peltz, May, Barnes,
Kogan and Schorr were entered into in the principal amount of $300,000,
$150,000, $75,000 and $33,333, respectively, in connection with this investment.
The Company has an investment in Clarion KPE Investors, LLC ('Clarion'). The
principal asset of Clarion is its investment in the non-cumulative preferred
stock of KPE, Inc.('KPE'), a privately held entity. Subsequent to January 2,
2000 the Company and certain of its officers and employees co-invested in 280
KPE Holding, LLC, a newly formed limited liability company (the '280 KPE')
resulting in the Company owning 25.3% and the officers and employees owning
74.7% of 280 KPE which now owns the Company's former 38.6% direct interest in
Clarion. The Company agreed to advance the funds for the purchases by the
officers and employees and transferred such ownership to the officers and
employees for cash aggregating $1,041,000 and notes due the Company aggregating
$1,200,000, of which one-half, or $600,000, are non-recourse notes. Such notes
bear interest at the prime rate adjusted annually (8.75% at May 10, 2000). Notes
with Messrs. Peltz, May, Barnes, Kogan and Schorr were entered into in the
29
principal amount of $400,000, $200,000, $180,667, $180,667 and $60,000,
respectively, in connection with this investment.
Mr. May has an equity interest in a franchisee that owns an Arby's
restaurant in New Milford, CT. That franchisee is a party to a standard Arby's
franchise license agreement and pursuant thereto pays to Arby's fees and royalty
payments that unaffiliated third-party franchisees pay.
PROPOSAL 2.
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 fiscal 1999. Deloitte
has acted as the Company's independent certified public accountants since July
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
accountant requires 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 ratify the appointment of
Deloitte, the selection of the Company's independent certified public
accountants will be submitted to the Company's Board of Directors for
reconsideration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.
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 2001 ANNUAL MEETING
From time to time, stockholders present proposals which may be proper
subjects for inclusion in the proxy statement and for consideration at the
Annual Meeting. To be considered, proposals must be
30
submitted on a timely basis. It is currently expected that the next Annual
Meeting will be held during the early part of June 2001, with the related proxy
statement being first mailed to stockholders on or about May 4, 2001, in which
case proposals for such Annual Meeting must be received by the Company no later
than January 4, 2001, and must otherwise comply with Rule 14a-8 under the
Exchange Act.
Triarc's Certificate of Incorporation currently imposes certain additional
procedural requirements for submitting stockholder proposals to meetings of
stockholders. 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 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
3. Legal Proceedings' of the Company's Form 10-K, a copy of which was previously
provided to stockholders. The Company will provide copies of the Form 10-K, as
amended, without charge, upon a written or oral
31
request, by first class mail or other equally prompt means within one business
day of such request. Such copies may be obtained by contacting the Company at
280 Park Avenue, New York, New York, Attn: Investor Relations; Telephone: (212)
451-3000. Copies may also be obtained from the Company's website at
http://www.triarc.com.
By Order of the Board of Directors
STUART I. ROSEN
STUART I. ROSEN
Secretary
New York, New York
May 22, 2000
32
APPENDIX 1
TRIARC COMPANIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 22, 2000
The 2000 Annual Meeting of Stockholders of Triarc Companies, Inc. will
be held on Thursday, June 22, 2000, at 11:00 a.m., local time, in the Hilton
Room of The Waldorf=Astoria, 301 Park Avenue, New York, New York, for the
purposes listed on the reverse side:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
TRIARC COMPANIES, INC.
THURSDAY, JUNE 22, 2000
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
[X] Please mark your
votes as in this
example using
dark ink only.
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right.
1. To elect nine [ ] [ ]
(9) directors to
hold office as
specified in
the accompanying Proxy Statement.
To withhold authority to vote for an individual nominee,
write such nominee's name on the line provided.
- ---------------------------------------------------------
NOMINEES:
Nelson Peltz
Peter W. May
Hugh L. Carey
Clive Chajet
Joseph A. Levato
David E. Schwab II
Jeffrey S. Silverman
Raymond S. Troubh
Gerald Tsai, Jr.
FOR AGAINST ABSTAIN
2. To ratify the appointment of Deloitte & Touche [ ] [ ] [ ]
LLP as the Company's independent certified
public accountants.
3. To transact such other matters 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 May 10, 2000.
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 card and return it promptly in the enclosed envelope. You may
nevertheless vote in person if you attend the meeting.
Signature:_________________ Date:_______ Signature:_________________Date:_______
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as.......................'r'