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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TRICON GLOBAL RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 13-3951308
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1441 Gardiner Lane
Louisville, Kentucky 40213
(Address of Principal Executive Offices, including Zip Code)
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TRICON LONG TERM INCENTIVE PLAN
(Full title of the plan)
---------------
Christian L. Campbell, Esq.
Senior Vice President, General Counsel and Secretary
Tricon Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213
(Name and address of agent for service)
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(502) 874-8300
(Telephone number, including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share(1) price(1) fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 12,000,000
value .................... shares $37.1875 $446,250,000 $124,058
Preferred Stock Purchase
Rights (2) ............... None None None None
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
prices of the Common Stock as reported on The New York Stock Exchange
Composite Tape on August 11, 1999.
(2) Any value attributable to the Preferred Stock Purchase Rights is
reflected in the value of the Common Stock. Because no separate
consideration is paid for the Preferred Stock Purchase Rights, the
registration fee for such securities is included in the fee for the
Common Stock.
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INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Pursuant to General Instruction E of Form S-8, the contents of
the Registrant's previously-filed registration statement on Form S-8
(File No. 333-36895) relating to the Tricon Long Term Incentive Plan
are incorporated herein by reference.
2
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 the City of Louisville,
Commonwealth of Kentucky, on the 12th day of August, 1999.
TRICON GLOBAL RESTAURANTS, INC.
By: /s/ Christian L. Campbell
----------------------------------
Christian L. Campbell
Senior Vice President,
General Counsel and 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
--------- ----- ----
*
/s/ Andrall E. Pearson
- ------------------------ Chairman of the Board August 12, 1999
Andrall E. Pearson and Chief Executive
Officer (Principal
Executive Officer)
*
/s/ David C. Novak
- ------------------------ Vice Chairman of the August 12, 1999
David C. Novak Board and President
*
/s/ Sandra S. Wijnberg
- ------------------------- Senior Vice President August 12, 1999
Sandra S. Wijnberg and Treasurer(Principal
Financial Officer)
*
/s/ Robert L. Carleton
- ------------------------- Senior Vice President August 12, 1999
Robert L. Carleton and Controller (Principal
Accounting Officer)
*
/s/ D. Ronald Daniel
- ------------------------- Director August 12, 1999
D. Ronald Daniel
3
Signature Title Date
--------- ----- ----
*
/s/ James Dimon
- ------------------------- Director August 12, 1999
James Dimon
*
/s/ Massimo Ferragamo
- ------------------------- Director August 12, 1999
Massimo Ferragamo
*
/s/ Robert Holland, Jr.
- ------------------------- Director August 12, 1999
Robert Holland, Jr.
*
/s/ Sidney Kohl
- ------------------------- Director August 12, 1999
Sidney Kohl
*
/s/ Kenneth G. Langone
- ------------------------- Director August 12, 1999
Kenneth G. Langone
*
/s/ Jackie Trujillo
- ------------------------- Director August 12, 1999
Jackie Trujillo
*
/s/ Robert J. Ulrich
- ------------------------- Director August 12, 1999
Robert J. Ulrich
*
/s/ Jeanette S. Wagner
- ------------------------- Director August 12, 1999
Jeanette S. Wagner
*
/s/ John L. Weinberg
- ------------------------- Director August 12, 1999
John L. Weinberg
*By: /s/ John P. Daly
---------------------
John P. Daly
Attorney-in-Fact
4
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------- -----------------------
4.1 -- Restated Articles of Incorporation of
the Registrant (incorporated herein by
reference to Exhibit 3.1 filed with the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 26, 1998, as amended
by Amendment Number 1 thereto on Form 10-K/A
filed on March 24, 1999 (File No. 1-13163),
filed under the Securities Exchange Act of
1934)
4.2 -- Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.2 filed with
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 26, 1998, as
amended by Amendment Number 1 thereto on Form
10-K/A filed on March 24, 1999 (File No. 1-
13163), filed under the Securities Exchange Act
of 1934)
4.3 -- Rights Agreement, dated as of July 21,
1998, between the Registrant and BankBoston,
N.A., as Rights Agent (incorporated herein by
reference to Exhibit 4.01 filed with the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 13, 1998)
5.1 -- Opinion and consent of Christian L.
Campbell, Senior Vice President, General
Counsel and Secretary of the Registrant
23.1 -- Consent of Christian L. Campbell, Senior
Vice President, General Counsel and Secretary
of the Registrant (included in Exhibit 5.1)
23.2 -- Consent of KPMG LLP
24.1 -- Powers of attorney
5
Exhibit 5.1
Tricon Global Restaurants, Inc.
1900 Colonel Sanders Lane
Louisville, Kentucky 40232-4550
August 12, 1999
Ladies and Gentlemen:
As Senior Vice President, General Counsel 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 12,000,000 shares of Tricon Common Stock pursuant to
the Tricon Long Term Incentive Plan (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 shares
being registered pursuant to the Registration Statement to which
this opinion is an exhibit, when issued and sold in accordance
with the terms of the Plan, will be legally issued, fully paid
and nonassessable.
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. 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,
/s/ Christian L. Campbell
----------------------------------
Christian L. Campbell
Senior Vice President, General
Counsel and Secretary
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Tricon Global Restaurants, Inc.:
We consent to the use of our audit reports incorporated herein by
reference and to the reference to our firm in the Registration
Statement on Form S-8 pertaining to the Tricon Long Term
Incentive Plan.
KPMG LLP
Louisville, Kentucky
August 12, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, on this 2nd day of February,
1999, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's issuance and sale from time to time of up to 12,000,000
shares of its Common Stock, no par value per share, pursuant to
the Tricon Long Term Incentive Plan, and any and all amendments
thereto (including post-effective amendments), and to file the
same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents.
/s/ Andrall E. Pearson
-----------------------------------
Andrall E. Pearson
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ David C. Novak
-----------------------------------
David C. Novak
Vice Chairman of the Board
and President
/s/ Sandra S. Wijnberg
-----------------------------------
Sandra S. Wijnberg
Senior Vice President and
Treasurer
(Principal Financial Officer)
/s/ Robert L. Carleton
-----------------------------------
Robert L. Carleton
Senior Vice President and
Controller (Principal
Accounting Officer)
/s/ D. Ronald Daniel
-----------------------------------
D. Ronald Daniel
/s/ James Dimon
-----------------------------------
James Dimon
/s/ Massimo Ferragamo
-----------------------------------
Massimo Ferragamo
/s/ Robert Holland, Jr.
-----------------------------------
Robert Holland, Jr.
/s/ Sidney Kohl
-----------------------------------
Sidney Kohl
/s/ Kenneth G. Langone
-----------------------------------
Kenneth G. Langone
/s/ Jackie Trujillo
-----------------------------------
Jackie Trujillo
/s/ Robert J. Ulrich
-----------------------------------
Robert J. Ulrich
/s/ Jeanette S. Wagner
-----------------------------------
Jeanette S. Wagner
/s/ John L. Weinberg
-----------------------------------
John L. Weinberg
