As filed with the Securities and Exchange Commission on October 1, 1997
Registration No.
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
TRICON Global Restaurants, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 13-3951308
(State of Incorporation) (I.R.S. No.)
1441 Gardiner Lane
Louisville, KY 40213
(Address of principal executive offices, including zip code)
Executive Income Deferral Program
(Full title of the Plan)
-------------------
R. Scott Toop
Assistant Secretary
TRICON Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, KY 40213
(Name and address of agent for service)
(502) 456-8080
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to registered offering aggregate registration
be price per offering fee
registered(1) obligation price (2)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Deferred
Compensation
Obligations $60,000,000 100% $60,000,000 $18,181.80
- -------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of
TRICON Global Restaurants, Inc. to pay deferred compensation in the future
in accordance with the terms of the Executive Income Deferral Program.
(2) Estimated solely for the purpose of determining the registration fee.
_______________________________________________________________________________
<PAGE>
- ------------------------------------------------------------------------------
II-6
- ------------------------------------------------------------------------------
EXECUTIVE INCOME DEFERRAL PROGRAM
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by TRICON Global
Restaurants, Inc. ("TRICON") with the Securities and Exchange Commission (the
"Commission"), is specifically incorporated herein by reference:
(a) TRICON's Registration Statement on Form 10 filed with the
Commission on July 2, 1997 including the exhibits thereto, as
amended by Amendment No. 1 thereto filed on Form 10/A on July 28,
1997, Amendment No. 2 thereto filed on Form 10/A on August 20,
1997, and Amendment No. 3 thereto filed on Form 10/A on August
28, 1997.
(b) The description of TRICON's Common Stock contained in the
Registration Statement on Form 10 referred to in (a) above.
(c) The description of TRICON's Preferred Stock contained in the
Registration Statement on Form 10 referred to in (a) above.
All documents filed by TRICON pursuant to Section13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof, and prior
to the filing of a post-effective amendment indicating the termination of the
offering of the securities offered hereby, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
<PAGE>
Item 4. Description of Securities
The obligations of TRICON under the Executive Income Deferral Program
(the "Obligations") are unsecured general obligations of TRICON to pay
deferred compensation in the future in accordance with the terms of the
Executive Income Deferral Program (the "Plan") and rank pari passu with other
unsecured and unsubordinated indebtedness of TRICON outstanding from time to
time. However, the right of TRICON, hence the right of creditors of TRICON
(including Participants in the Plan), to participate in any distribution of
the assets of any subsidiary of TRICON upon its liquidation or reorganization
or otherwise is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of TRICON itself as a creditor
of the subsidiary may be recognized.
The amount of compensation deferred by each Participant is determined
in accordance with the Plan based on the Participant's elections, subject to
such rules and regulations as may be established by TRICON, as the plan
administrator of the Plan. Each Obligation will be payable in accordance
with the terms of the Plan. Under the Plan, the Obligations will yield an
investment return (plus or minus) based on one or more options individually
chosen by each Participant. The Obligations will be accounted for in units
and are payable in United States dollars.
Under the Plan, a Participant's right to the Obligations cannot be
assigned, alienated, sold, garnished, transferred, pledged, or encumbered
except by a written designation of a beneficiary under the Plan or by the
laws of descent and distribution. The Obligations are not convertible into
another security of TRICON. No trustee has been appointed having the
authority to take action with respect to the Obligations and each Participant
will be responsible for acting independently with respect to, among other
things, the making of investment elections and giving of notices.
TRICON reserves the right to amend or terminate the Plan at any time.
Item 5. Interests of Named Experts and Counsel
Legal Opinion
Lawrence F. Dickie, Esq., Vice President and Secretary of TRICON, has
rendered an opinion stating that the Obligations registered hereunder, when
incurred in accordance with the terms of the Plan, will be valid and binding
obligations of TRICON, enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditor's
rights or by general equity principles. Mr. Dickie is a full-time employee
of PepsiCo, Inc. ("PepsiCo"), the parent company of TRICON, and beneficially
owns certain PepsiCo securities, including PepsiCo Capital Stock and options
to purchase PepsiCo Capital Stock, which will result in the ownership of
TRICON Common Stock upon the distribution of TRICON Company Stock to the
holders of PepsiCo Capital Stock as described in the Form 10, as amended.
Experts
The combined financial statements of TRICON as of December 28, 1996 and
December 30, 1995, and for each of the years in the three year period ended
December 28, 1996, included in the TRICON Registration Statement on Form 10
filed with the SEC on July 2, 1997, as amended, have been audited by KPMG
Peat Marwick LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. The report of KPMG
Peat Marwick LLP covering the December 28, 1996 combined financial statements
refers to TRICON's 1995 adoption of the provisions of the Financial
Accounting Standards Board's Statement of Financial Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" and TRICON's 1994 change in the method of calculating the
market related value of pension plan assets used in the determination of
pension expense and 1994 adoption of the provisions of the Financial
Accounting Standards Board's Statement of Financial Standards No. 112,
"Employers' Accounting for Postemployment Benefits," respectively. Such
combined financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
The financial statements incorporated herein by reference to all
documents subsequently filed by TRICON pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are
or will be so incorporated in reliance upon the reports of KPMG Peat Marwick
LLP and any other independent public accountants, and relating to such
financial information and upon the authority of such independent public
accountants as experts in auditing and accounting in giving such reports to
the extent that the particular firm has audited such financial statements and
consented to the use of their reports thereon.
Item 6. Indemnification of Directors and Officers
A provision of the TRICON Articles (the "Provision") provides that to
the full extent from time to time permitted by law, no Director shall be
personally liable in any action for monetary damages for breach of any duty
as a Director, whether such action is brought by or in the right of the
Company or otherwise. Neither the amendment nor repeal of the Provision, nor
adoption of any provision of the TRICON Articles which is inconsistent with
the Provision, shall eliminate or reduce the protection afforded by the
Provision with respect to any matter which occurred, or any cause of action,
suit or claim which, but for the Provision would have accrued or arisen,
prior to such amendment, repeal or adoption.
While the TRICON Articles provide Directors with protection from awards
for monetary damages for breaches of their duty of care, they do not
eliminate such duty. Accordingly, the TRICON Articles will have no effect on
the availability of equitable remedies such as an injunction or recission
based on a Director's breach of his or her duty of care.
The TRICON Articles provide that the Company shall, to the fullest
extent from time to time permitted by law, indemnify its Directors and
officers against all liabilities and expenses in any suit or proceeding,
whether civil, criminal, administrative or investigative, and whether or not
brought by or on behalf of the Company, including all appeals therefrom,
arising out of their status as such or their activities in any of the
foregoing capacities, unless the activities of the person to be indemnified
were at the time taken known or believed by him to be clearly in conflict
with the best interests of the Company. The Company shall likewise and to
the same extent indemnify any person who, at the request of the Company, is
or was serving as a Director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or as a trustee or administrator under any employee benefit
plan. The right to be indemnified shall include, without limitation, the
right of a Director or officer to be paid expenses in advance of the final
disposition of any proceeding upon receipt of an undertaking to repay such
amount unless it shall ultimately be determined that he or she is entitled to
be indemnified. A person entitled to indemnification shall also be paid
reasonable costs, expenses and attorneys' fees (including expenses) in
connection with the enforcement of rights to the indemnification granted.
The foregoing rights of indemnification shall not be exclusive of any other
rights to which those seeking indemnification may be entitled and shall not
be limited by the provisions of the North Carolina Business Corporation Act
or any successor statute. The Board of Directors may take such action as it
deems necessary or desirable to carry out the foregoing indemnification
provisions, including adopting procedures for determining and enforcing the
rights guaranteed thereby, and the Board of Directors is expressly empowered
to adopt, approve and amend from time to time such Bylaws, resolutions or
contracts implementing such provisions or such further indemnification
arrangement as may be permitted by law. Neither the amendment or repeal of
the foregoing indemnification provisions, nor the adoption of any provision
of the TRICON Articles inconsistent with the foregoing indemnification
provisions, shall eliminate or reduce any rights to indemnification afforded
by the foregoing indemnification provisions to any person with respect to
their status or any activities in their official capacities prior to such
amendment, repeal or adoption.
Officers and directors of TRICON are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies
them against any losses arising from any alleged wrongful act including any
alleged error or misstatement or misleading statement or wrongful act or
omission or neglect of duty.
Item 8. Exhibits
The Index to Exhibits is incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Purchase, New York, on the 1st day of October,
1997.
TRICON Global Restaurants, Inc.
By: /s/ R. SCOTT TOOP
---------------------
R. Scott Toop
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
John T. Cahill * Vice President and October 1, 1997
(John T. Cahill) Director
Robert L. Carleton * Vice President and October 1, 1997
(Robert L. Carleton) Controller (Chief
Accounting Officer)
Lawrence F. Dickie * Vice President, Secretary October 1, 1997
(Lawrence F. Dickie) and Director
Karl M. von der Heyden * Director and Chief October 1, 1997
(Karl M. von der Heyden) Executive Officer
Robert C. Lowes * Chief Financial Officer October 1, 1997
(Robert C. Lowes)
Andrall E. Pearson* Chairman of the Board and October 1, 1997
(Andrall E. Pearson) Director
*By: /s/ R. SCOTT TOOP
R. Scott Toop
Assistant Secretary
<PAGE>
E-1
INDEX TO EXHIBITS
Exhibit No. Description Page
4.1 Form of Amended and Restated Charter of TRICON *
(filed as Exhibit 3.01 to TRICON's Registration
Statement on Form 10).
4.2 Form of Bylaws of TRICON (filed as Exhibit 3.02 to *
TRICON's Registration Statement on Form 10).
5 Opinion and consent of Lawrence F. Dickie, Esq.,
Vice President and Secretary of TRICON.
23 (a) Consent of KPMG Peat Marwick LLP.
(b) The consent of Lawrence F. Dickie, Esq. is contained *
in his opinion filed as Exhibit 5.
24 Powers of Attorney (incorporated by reference *
to TRICON's Registration Statement on Form S-8 filed on
October 1, 1997, with respect to the Restaurant
Deferred Compensation Plan).
_______________________________________
*Previously filed or incorporated by reference
TRICON Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, KY 40213
October 1, 1997
Dear Sir or Madam:
As Vice President and Secretary of TRICON Global Restaurants, Inc.
("TRICON"), I have acted as counsel to TRICON in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed
today with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
$60,000,000 of Deferred Compensation Obligations which represents unsecured
obligations of TRICON to pay deferred compensation in the future in accordance
with the terms of the Executive Income Deferral Program (the "Plan").
In connection with the opinion set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the Deferred Compensation
Obligations registered pursuant to the Registration Statement to which this
opinion is an exhibit, when incurred in accordance with the terms of the Plan,
will be valid and binding obligations of TRICON, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditor's rights or by general equity principles.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption of "Legal Opinion". In giving this consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
By: /s/ Lawrence F. Dickie
Lawrence F. Dickie
Vice President and
Secretary
Exhibit 23 (a)
Consent of Independent Auditors
The Board of Directors
TRICON Global Restaurants, Inc.
We consent to the use of our report dated June 30, 1997 on the combined
financial statements of TRICON Global Restaurants, Inc. ("TRICON") as of
December 28, 1996 and December 30, 1995 and for each of the years in the three
year period ended December 28, 1996 incorporated herein by reference in the
Registration Statement on Form S-8 of TRICON pertaining to the Executive Income
Deferral Program and to the reference to our firm under the heading "Experts" in
the Registration Statement.
Our report refers to TRICON's adoption of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in
1995 and TRICON's adoption of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" and TRICON's change in the method of calculating the
market-related value of pension plan assets used in the determination of pension
expense in 1994.
/s/ KPMG PEAT MARWICK LLP
New York, New York
October 1, 1997
