SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Amendment Number 1) (Mark One) [|X|]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] for the fiscal year ended December 26, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ____________ to _________________ Commission file number 1-13163 TRICON GLOBAL RESTAURANTS, INC. (Exact name of registrant as specified in its charter) North Carolina 13-3951308 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1441 Gardiner Lane, Louisville, Kentucky 40213 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (502) 874-8300 Name of Each Exchange Title of Class on which Registered ------------------ ----------------------- Securities registered pursuant to 12(b) of the Act: Common Stock, no New York Stock Exchange par value Rights to purchase New York Stock Exchange Series A Participating Preferred Stock, no par value, of the Registrant Securities registered pursuant to 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock (which consists solely of shares of Common Stock ) held by non-affiliates of the registrant as of March 18, 1998, computed by reference to the closing price of the registrant's Common Stock on the New York Stock Exchange Composite Tape on such date was $10,587,855,903. The number of shares outstanding of the Registrant's Common Stock as of March 18, 1998 was 153,447,187 shares. Portions of the definitive proxy statement furnished to shareholders of the Registrant in connection with the annual meeting of shareholders to be held on May 20, 1999, are incorporated by reference into Part III. THE PURPOSE OF THIS AMENDMENT IS TO AMEND SECURITIES REGISTERED PURSUANT TO 12(b) OF THE ACT TO INCLUDE THE RIGHTS TO PURCHASE SERIES A PARTICIPATING PREFERRED STOCK, NO PAR VALUE, OF THE REGISTRANT AND THE NUMBER OF SHARES OUTSTANDING AS OF MARCH 18, 1999 AS SET FORTH ABOVE. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. TRICON GLOBAL RESTAURANTS, INC. -------------------------------- (Registrant) Date: March 23, 1999 By: /s/ Matthew M. Preston ----------------------------- Name: Matthew M. Preston Title: Assistant Secretary 2