==========================================================================
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 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)
---------------
TRICON RESTAURANTS PUERTO RICO, INC. SAVE-UP 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)
---------------
(502) 874-8300
(Telephone number, including area code, of agent for service)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share(1) price(1) fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 30,000
value ............... shares $37.1875 $1,115,625 $310
Preferred Stock Purchase
Rights (2) .......... None None None None
===========================================================================
</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.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
==========================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Tricon
Global Restaurants, Inc. (the "Registrant") with the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated in
this registration statement by reference and made a part hereof:
1. 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.
2. The Registrant's quarterly reports on Form 10-Q for the
quarters ended March 20 and June 12, 1999.
3. The Registrant's current reports on Form 8-K filed on
February 25, April 28 and July 23, 1999.
4. The Registrant's registration statement on Form 10
filed on July 2, 1997, as amended on July 28, August 20, August
21, and August 27, 1997.
5. The Registrant's registration statement on Form 8-A
filed on July 31, 1998.
All documents filed by the Registrant and the Tricon
Restaurants Puerto Rico, Inc. Save-Up Plan (the "Plan") pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the effective date of this registration statement and 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 shall be deemed to be
incorporated by reference in this registration statement 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
of this registration statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Christian L. Campbell, Senior Vice President, General
Counsel and Secretary of the Registrant, has rendered an opinion
stating that the shares of Tricon Common Stock registered
hereunder, when issued in accordance with the terms of the Plan,
will be duly and validly issued, fully paid and nonassessable.
Mr. Campbell beneficially owns 3,320 shares of Tricon Common
Stock and options to purchase an additional 153,227 shares of
Tricon Common Stock, and has the right to receive 18,249 shares
of Tricon Common Stock under the Executive Income Deferral Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act ("NCBCA") provide as follows:
Section 55-8-50. POLICY STATEMENT AND DEFINITIONS.
(a) It is the public policy of this State to enable
corporations organized under this Chapter to attract
and maintain responsible, qualified directors,
officers, employees and agents, and, to that end, to
permit corporations organized under this Chapter to
allocate the risk of personal liability of directors,
officers, employees and agents through indemnification
and insurance as authorized in this Part.
(b) Definition of this Part:
(1) "Corporation" includes any domestic or
foreign corporation absorbed in a merger which, if
its separate existence had continued, would have
had the obligation or power to indemnify its
directors, officers, employees, or agents, so that
a person who would have been entitled to receive
or request indemnification from such corporation
if its separate existence had continued shall
stand in the same position under this Part with
respect to the surviving corporation.
(2) "Director" means an individual who is or
was a director of a corporation or an individual
who, while a director of a corporation, is or was
serving at the corporation's request as a
director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee
benefit plan or other enterprise. A Director is
considered to be serving any employee benefit plan
at the corporation's request if his duties to the
corporation also impose duties on, or otherwise
involves services by, him to the plan or to
II-2
participants in or beneficiaries of the plan.
"Director" includes, unless the context requires
otherwise, the estate or personal representative
of a director.
(3) "Expenses" means expenses of every kind
in defending a proceeding, including counsel fees.
(4) "Liability" means the obligation to pay
a judgment, settlement, penalty, fine (including
an excise tax assessed with respect to an employee
benefit plan) or reasonable expenses incurred with
respect to a proceeding.
(4a) "Officer," "employee," or "agent"
includes, unless the context requires otherwise,
the estate or personal representative of a person
who acted in that capacity.
(5) "Official capacity" means: (i) when
used with respect to a director, the office of a
director in a corporation; and (ii) when used with
respect to an individual other than a director, as
contemplated in G.S. 55-8-56, the office in a
corporation held by the officer or the employment
or agency relationship undertaken by the employee
or agent on behalf of the corporation. "Official
capacity" does not include service for any other
foreign or domestic corporation or any
partnership, joint venture, trust, employee
benefit plan, or other enterprise.
(6) "Party" includes an individual who was,
is, or is threatened to be made a named defendant
or respondent in a proceeding.
(7) "Proceeding" means any threatened,
pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or
investigative and whether formal or informal.
Section 55-8-51. AUTHORITY TO INDEMNIFY.
(a) Except as provided in subsection (d), a
corporation may indemnify an individual made a party to
a proceeding because he is or was a director against
liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case
of conduct in his official capacity with the
corporation, that his conduct was in its best
interests; and
II-3
(ii) in all other cases, that his conduct was at
least not opposed to its best interest; and
(3) In the case of any criminal proceeding,
he had no reasonable cause to believe his conduct
was unlawful.
(b) A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be
in the interests of the participants in and
beneficiaries of the plan is conduct that satisfied the
requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of no
contest or its equivalent is not, of itself,
determinative that the director did not meet the
standard of conduct described in this section.
(d) A corporation may not indemnity a director under
this section:
(1) In connection with a proceeding by or in
the right of the corporation in which the director
was adjudged liable to the corporation; or
(2) In connection with any other proceeding
charging improper personal benefit to him, whether
or not involving action in his official capacity,
in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation that is concluded without a final
adjudication on the issue of liability is limited to
reasonable expenses incurred in connection with the
proceeding.
(f) The authorization, approval or favorable
recommendation by the board of directors of a
corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate
transaction in which a director has a conflict of
interest, and no such indemnification shall be void or
voidable on such ground.
Section 55-8-52. MANDATORY INDEMNIFICATION.
Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the
II-4
corporation against reasonable expenses incurred by him in
connection with the proceeding.
Section 55-8-53. ADVANCE FOR EXPENSES.
Expenses incurred by a director in defending a proceeding
may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of
directors in the specific case or as authorized or required under
any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an
undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation against such expenses.
Section 55-8-54. COURT-ORDERED INDEMNIFICATION.
Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:
(1) The director is entitled to mandatory
indemnification under G.S. 55-8-52, in which case
the court shall also order the corporation to pay
the director's reasonable expenses incurred to
obtain court ordered indemnification; or
(2) The director is fairly and reasonably
entitled to indemnification in view of all the
relevant circumstances, whether or not he met the
standard of conduct set forth in G.S. 55-8-51 or
was adjudged liable as described in G.S. 55-8-
51(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses
incurred.
Section 55-8-55. DETERMINATION AND AUTHORIZATION OF
INDEMNIFICATION.
(a) A corporation may not indemnify a director under
G.S. 55-8-51 unless authorized in the specific case
after a determination has been made that
indemnification of the director is permissible in the
circumstances because he has met the standard of
conduct set forth in G.S. 55-8-51.
(b) The determination shall be made:
II-5
(1) By the board of directors by majority
vote of a quorum consisting of directors not at
the time parties to the proceeding;
(2) If a quorum cannot be obtained under
subdivision (1), by majority vote of a committee
duly designated by the board of directors (in
which designation directors who are parties may
participate), consisting solely of two or more
directors not at the time parties to the
proceeding;
(3) By special legal counsel (i) selected by
the board of directors or its committee in the
manner prescribed in subdivision (1) or (2); or
(ii) if a quorum of the board of directors cannot
be obtained under subdivision (1) and a committee
cannot be designated under subdivision (2),
selected by majority vote of the full board of
directors (in which selected directors who are
parties may participate); or
(4) By the shareholders, but shares owned by
or voted under the control of directors who are at
the time parties to the proceeding may not be
voted on the determination.
(c) Authorization of indemnification and evaluation as
to reasonableness of expenses shall be made in the same
manner as the determination that indemnification is
permissible, except that if the determination is made
by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of
expenses shall be made by those entitled under
subsection (b)(3) to select counsel.
Section 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES,
AND AGENTS.
Unless a corporation's articles of incorporation provide
otherwise:
(1) An officer of the corporation is
entitled to mandatory indemnification under G.S.
55-8-52, and is entitled to apply for court-
ordered indemnification under G.S. 55-8-54, in
each case to the same extent as a director;
(2) The corporation may indemnify and
advance expenses under this Part to an officer,
employee, or agent of the corporation to the same
extent as to a director; and
II-6
(3) A corporation may also indemnify and
advance expenses to an officer, employee, or agent
who is not a director to the extent, consistent
with public policy, that may be provided by its
articles of incorporation, bylaws, general or
specific action of its board of directors, or
contract.
Section 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE.
(a) In addition to and separate and apart from the
indemnification provided for in G.S. 55-8-51, 55-8-52,
55-8-54, 55-8-55, and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or
more of its directors, officers, employees, or agents
against liability and expenses in any proceeding
(including without limitation a proceeding brought by
or on behalf of the corporation itself) arising out of
their status as such or their activities in any of the
foregoing capacities; provided, however, that a
corporation may not indemnify or agree to indemnify a
person against liability or expenses he may incur on
account of his activities which were at the time taken
known or believed by him to be clearly in conflict with
the best interests of the corporation. A corporation
may likewise and to the same extent indemnify or agree
to indemnify any person who, at the request of the
corporation, 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 an employee benefit plan. Any
provisions in any articles of incorporation, bylaw,
contract or resolution permitted under this section may
include provisions for recovery from the corporation of
reasonable costs, expenses, and attorneys' fees in
connection with the enforcement of rights to
indemnification granted therein and may further include
provisions establishing reasonable procedures for
determining and enforcing the rights granted therein.
(b) The authorization, adoption, approval, or
favorable recommendation by the board of directors of a
public corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as
permitted in this section, shall not be deemed an act
or corporate transaction in which a director has a
conflict of interest, and no such articles of
incorporation or bylaw provision or contract or
resolution shall be void or voidable on such grounds.
The authorization, adoption, approval, or favorable
recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of
II-7
incorporation, bylaw, contract or resolution, as
permitted in this section, which occurred prior to July
1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of
interest, and no such articles of incorporation, bylaw
provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S.
55-8-31, no such bylaw, contract, or resolution not
adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or
liabilities asserted against any director prior to its
adoption, authorization, or approval by the board of
directors.
(c) A corporation may purchase and maintain insurance
on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation or who,
while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against
liability asserted against or incurred by him in that
capacity or arising from his status as a director,
officer, employee, or agent, whether or not the
corporation would have power to indemnify him against
the same liability under any provision of this Chapter.
Section 55-8-58. APPLICATION OF PART.
(a) If articles of incorporation limit indemnification
or advance for expenses, indemnification and advance
for expenses are valid only to the extent consistent
with the articles.
(b) This Part does not limit a corporation's power to
pay or reimburse expenses incurred by a director in
connection with his appearance as a witness in a
proceeding at a time when he has not been made a named
defendant or respondent to the proceeding.
(c) This Part shall not affect rights or liabilities
arising out of acts or omissions occurring before
July 1, 1990.
Article Sixth of the Registrant's Restated Articles of
Incorporation (the "Charter") provides that the Registrant shall,
to the fullest extent permitted by law, indemnify its directors
and officers against all liabilities and expenses (including
attorney's fees) in any suit or proceedings, whether civil,
criminal, administrative or investigative, and whether or not
brought by or on behalf of the Registrant, including all appeals
therefrom, arising out of their status as such or their
II-8
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 such director or officer to be clearly in
conflict with the best interests of the Registrant. The Charter
also provides that the Registrant shall indemnify any person who,
at the request of the Registrant, 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 trustee or administrator under
any employee benefit plan. Indemnification provided under the
Charter shall in each case include advances of a director's or
officer's expenses prior to final disposition of such 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. The foregoing rights of indemnification under the
Charter are not exclusive of any other rights to which those
seeking indemnification may be entitled and shall not be limited
by the provisions of Sections 55-8-50 through 55-8-58 of the
NCBCA or any successor statute.
Officers and directors of the Registrant 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.
The Registrant has entered into indemnity agreements with
each of its directors. The indemnity agreements generally
indemnify such persons against liabilities arising out of their
service in their capacities as directors, officers, employees or
agents of the Registrant. The Registrant may from time to time
enter into indemnity agreements with additional individuals who
become officers and/or directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this
registration statement:
II-9
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
The Registrant undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify
the Plan.
ITEM 9. UNDERTAKINGS.
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:
II-10
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
(b) 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; and
(c) 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 the undertakings set forth in paragraphs
(a) and (b) above 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 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, 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.
(4) That, for purposes of determining any liability under
the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant, 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 Act
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
II-11
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 Act and will be governed by the final
adjudication of such issue.
II-12
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
II-13
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
II-14
Pursuant to the requirements of the Securities Act of 1933,
the plan administrator 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 RESTAURANTS PUERTO
RICO, INC. SAVE-UP PLAN
By: Tricon Global Restaurants, Inc.
Employee Benefits Committee
By: /s/ Mike Theilmann
--------------------------------
Mike Theilmann
II-15
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
II-16
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 30,000 shares of Tricon Common Stock pursuant to the
Tricon Restaurants Puerto Rico, Inc. Save-Up 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 Restaurants Puerto
Rico, Inc. Save-Up 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 30,000
shares of its Common Stock, no par value per share, pursuant to
the Tricon Restaurants Puerto Rico, Inc. Save-Up 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
