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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 SAVINGS PROGRAM
(Full title of the plan)
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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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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
------------- ---------- --------- --------- ------------
Common Stock, no
par value ............ 1,500,000 $26.71875 $40,078,125 $10,581
shares
Preferred Stock
Purchase Rights (2)... None None None None
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(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 March 7, 2000.
(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.
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<PAGE>
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. 333-36893) relating to the Tricon Long Term
Savings Program are incorporated herein by reference.
2
<PAGE>
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 6th day
of March, 2000.
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
--------- ----- ----
Chairman of the Board
- -------------------------
Andrall E. Pearson
*
David C. Novak Chief Executive Officer March 6, 2000
- -------------------------
David C. Novak (Principal Executive
Officer)
*
David Deno Chief Financial Officer March 6, 2000
- -------------------------
David Deno (Principal Financial
Officer)
*
Robert L. Carleton Senior Vice President March 6, 2000
- -------------------------
Robert L. Carleton and Controller (Principal
Accounting Officer)
*
D. Ronald Daniel Director March 6, 2000
- -------------------------
D. Ronald Daniel
*
James Dimon Director March 6, 2000
- -------------------------
James Dimon
*
Massimo Ferragamo Director March 6, 2000
- -------------------------
Massimo Ferragamo
3
<PAGE>
Signature Title Date
--------- ----- ----
*
Robert Holland, Jr. Director March 6, 2000
- -------------------------
Robert Holland, Jr.
*
Sidney Kohl Director March 6, 2000
- -------------------------
Sidney Kohl
*
Kenneth G. Langone Director March 6, 2000
- -------------------------
Kenneth G. Langone
*
Jackie Trujillo Director March 6, 2000
- -------------------------
Jackie Trujillo
*
Robert J. Ulrich Director March 6, 2000
- -------------------------
Robert J. Ulrich
*
Jeanette S. Wagner Director March 6, 2000
- -------------------------
Jeanette S. Wagner
*
John L. Weinberg Director March 6, 2000
- -------------------------
John L. Weinberg
*By: /s/ John P. Daly
----------------------
John P. Daly
Attorney-in-Fact
4
<PAGE>
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
<PAGE>
EXHIBIT 5.1
Tricon Global Restaurants, Inc.
1900 Colonel Sanders Lane
Louisville, Kentucky 40232-4550
March 9, 2000
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 1,500,000 shares of Tricon Common Stock pursuant to
the Tricon Long Term Savings 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 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
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
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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 Savings
Program.
/s/ KPMG LLP
Louisville, Kentucky
March 6, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, on this 27th day of
January, 2000, 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 1,500,000 shares of its Common Stock, no par value
per share, pursuant to the Tricon Long Term Savings Program, 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.
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Andrall E. Pearson
Chairman of the Board
/s/ David C. Novak
-----------------------------------
David C. Novak
Chief Executive Officer
(Principal Executive Officer)
/s/ David Deno
-----------------------------------
David Deno
Chief Financial Officer
(Principal Financial Officer)
/s/ Robert L. Carleton
-----------------------------------
Robert L. Carleton
Senior Vice President and
Controller (Principal
Accounting Officer)
<PAGE>
/s/ D. Ronald Daniel
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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
