- ---------------------------------------------------------------------
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
-----------------------------------------------------
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[x] Definitive Proxy Statement the Commission Only
[ ] Definitive Additional Materials (as permitted by
[ ] Soliciting Material Pursuant Rule 14a-6(e)(2))
to Rule 14a-ll(c) or Rule14a-12
- -------------------
Triarc Companies, Inc.
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
-------------------
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-ll(c)(l)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-ll(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
TRIARC COMPANIES, INC.
Notice of Annual
Meeting of
Stockholders and
Proxy Statement
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
[Logo]
Thursday, June 6, 1996
at 11:00 A.M.
at The Chase Manhattan Bank, N.A.
270 Park Avenue
New York, New York
<PAGE>
[Logo]
TRIARC COMPANIES, INC.
900 Third Avenue
New York, New York 10022
(212) 230-3000
April 29, 1996
Dear Stockholders:
It is our pleasure to invite you to join us at the 1996 Annual Meeting of
Stockholders of Triarc Companies, Inc. which will be held at 11:00 a.m., on
Thursday, June 6, 1996, in the third floor auditorium of The Chase
Manhattan Bank, N.A., 270 Park Avenue, New York, New York.
We shall report to you at the meeting on the Company's current
operations and outlook. The meeting will also include a question and
discussion period. The Board of Directors and management hope that many of
you will be able to attend in person.
At the meeting, you will be asked to consider and vote on the election
of ten (10) directors and the ratification of the appointment of Deloitte &
Touche LLP as the Company's independent certified public accountants. The
Board of Directors has unanimously approved the proposals and recommends
that you vote FOR each of them. Please give this proxy material your
careful attention, as the discussion is important to your decisions on the
matters being presented.
The formal notice of Annual Meeting and the Proxy Statement follow. It
is important that your shares be represented and voted, regardless of the
size of your holdings. Accordingly, whether or not you plan to attend the
meeting in person, please mark, sign, date and return the enclosed proxy.
If you attend the meeting and wish to vote your shares personally, you may
revoke your proxy. Our Annual Report (including our Annual Report on Form
10-K for the fiscal year ended December 31, 1995) also accompanies these
proxy materials.
Sincerely,
NELSON PELTZ PETER W. MAY
Chairman and Chief President and Chief
Executive Officer Operating Officer
<PAGE>
[Logo]
TRIARC COMPANIES, INC.
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
To be Held on Thursday, June 6, 1996
-------------------
The 1996 Annual Meeting of Stockholders of Triarc Companies, Inc. will
be held on Thursday, June 6, 1996, at 11:00 a.m., local time, in the third
floor auditorium of The Chase Manhattan Bank, N.A., 270 Park Avenue, New
York, New York, for the following purposes:
(1) To elect ten (10) directors to hold office as specified
in the accompanying Proxy Statement;
(2) To ratify the appointment of Deloitte & Touche LLP as
the Company's independent certified public accountants; and
(3) To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
Stockholders entitled to vote at the meeting or any adjournment or
postponement thereof are holders of record of the Company's Class A Common
Stock at the close of business on April 23, 1996.
By order of the Board of Directors
STUART I. ROSEN
Vice President and
Associate General Counsel, and
Secretary
April 29, 1996
Your vote is important! Stockholders are cordially invited to attend
the meeting. Whether or not you plan to attend, please complete, sign and
date the enclosed proxy and return it promptly in the enclosed envelope.
You may nevertheless vote in person if you attend the meeting.
<PAGE>
TRIARC COMPANIES, INC.
900 Third Avenue
New York, New York 10022
-------------------
PROXY STATEMENT
-------------------
INTRODUCTION
General
The accompanying proxy is solicited by the Board of Directors (the
"Board of Directors" or the "Board") of Triarc Companies, Inc. (the
"Company" or "Triarc") in connection with the 1996 Annual Meeting of
Stockholders of the Company to be held on Thursday, June 6, 1996, at 11:00
a.m., local time, in the third floor auditorium of The Chase Manhattan
Bank, N.A., 270 Park Avenue, New York, New York (the "Meeting"), and at any
adjournment or postponement of the Meeting. This Proxy Statement and a
proxy are first being mailed to stockholders on or about May 4, 1996. The
mailing address of the Company's principal executive office is 900 Third
Avenue, New York, New York 10022.
When a proxy is returned properly dated and signed, the shares
represented thereby will be voted by the persons named as proxies in
accordance with each stockholder's directions. Stockholders may specify
their choices by marking the appropriate boxes on the enclosed proxy. If a
proxy is dated, signed and returned without specifying choices, the shares
will be voted as recommended by the Board of Directors FOR the election of
each of the ten nominees for directors named below and FOR Proposal (2).
The Company does not have cumulative voting in the election of directors.
Under the Company's By-Laws (the "By-Laws"), business transacted at the
Meeting is confined to the purposes stated in the Notice of the Meeting.
The proxy being solicited does, however, convey discretionary authority to
the persons named therein as proxies to vote on matters incident to the
conduct of the Meeting. The proxy may be revoked by the stockholder at any
time prior to the time it is voted by giving notice of such revocation
either personally or in writing to the Secretary of the Company.
Voting Securities
All holders of record of the Company's Class A Common Stock, par value
$.10 per share (the "Class A Common Stock"), at the close of business on
April 23, 1996 are entitled to vote on all business of the Meeting. At the
close of business on such day, the Company had 23,919,729 shares of Class A
Common Stock outstanding and entitled to vote at the Meeting. Each share of
Class A Common Stock entitles the holder to one vote per share. The
presence, in person or by proxy, of stockholders entitled to cast at least
a majority of the votes which all stockholders are entitled to cast shall
constitute a quorum.
Under the General Corporation Law of the State of Delaware, the state
in which the Company is incorporated, the Company's Certificate of
Incorporation and the Company's By-Laws, if a quorum is present at the
Meeting, the affirmative vote of a plurality of the votes cast is required
for the election of directors. The affirmative vote of a majority of the
voting power present (in person or by proxy) and entitled to vote at the
Meeting is required for approval of Proposal (2). Under Delaware law, an
abstaining vote is not deemed to be a "vote cast." As a result, abstentions
and broker "non-votes" are not included in the tabulation of the voting
results on the election of directors or issues requiring approval of a
majority of the votes cast and, therefore, do not have the effect of votes
in opposition in such tabulations. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received instructions from the beneficial
owner. Broker "non-votes" and the shares as to which a stockholder abstains
are included for purposes of determining whether a quorum of shares is
present at a meeting.
The Company has been informed that the 5,982,867 shares of Class A
Common Stock owned by DWG Acquisition Group, L.P., a Delaware limited
partnership of which Nelson Peltz and Peter W. May are the sole general
partners ("DWG Acquisition"), will be voted in accordance with the
recommendation of the Board of Directors FOR the election of each of the
nominees for director named below and FOR Proposal (2).
PROPOSAL 1.
ELECTION OF DIRECTORS
Nominees For Election
It is recommended that the ten (10) nominees herein named be elected as
directors of the Company, with each director to hold office until the next
Annual Meeting of Stockholders, and until his successor is elected and
qualified or until his prior death, resignation or removal. All of the ten
(10) nominees, other than Mr. Levato, are presently serving as directors of
the Company and were elected directors at the last Annual Meeting of
Stockholders held on June 8, 1995, to serve until the next annual meeting
of the Company's stockholders and until such director's successor is duly
chosen and qualified or until his prior death, resignation or removal. The
Company is unaware of any reason why any of the nominees named herein would
be unwilling or unable to serve as a director. Should, however, any nominee
for director be unwilling or unable to serve at the time of the Meeting or
any adjournment or postponement thereof, the persons named in the proxy
will vote for the election of such other person for such directorship as
the Board of Directors may recommend. Mr. Leon Kalvaria, who was also
elected as a director of the Company at such Annual Meeting of
Stockholders, resigned from the Board of Directors and as the Vice Chairman
of the Company, effective January 1, 1996.
Certain information regarding each person nominated by the Board of
Directors, including his principal occupation during the past five years
and current directorships, is set forth below. Unless otherwise indicated,
all nominees have had the indicated principal occupations for the past five
years.
Business Experience During Past
Name of Director Five Years, Age and Other Information
- ---------------- --------------------------------------
Nelson Peltz................ Mr. Peltz has been a director and Chairman
and Chief Executive Officer of the Company
since April 23, 1993. Since then, he has also
been a director and Chairman of the Board and
Chief Executive Officer of certain of the
Company's subsidiaries, including RC/Arby's
Corporation, formerly known as Royal Crown
Corporation ("RCAC"). He is also a general
partner of DWG Acquisition, whose principal
business is ownership of securities of the
Company. From its formation in January 1989
until April 23, 1993, Mr. Peltz was Chairman
and Chief Executive Officer of Trian Group,
Limited Partnership ("Trian"), which provided
investment banking and management services
for entities controlled by Mr. Peltz and Mr.
May. From 1983 to December 1988, he was
Chairman and Chief Executive Officer and a
director of Triangle Industries, Inc.
("Triangle"), which, through wholly-owned
subsidiaries, was, at that time, a
manufacturer of packaging products, copper
electrical wire and cable and steel conduit
and currency and coin handling products.
From November 1989 through May 1992, Mr.
Peltz was a director of Mountleigh Group plc,
a British property trading and retailing
company ("Mountleigh"). He served various
executive capacities, including Executive
Chairman, of Mountleigh from November 1989
until October 1991. Mr. Peltz is 53 years of
age.
Peter W. May................. Mr. May has been a director and President and
Chief Operating Officer of the Company since
April 23, 1993. Since then, he has also been
a director and President and Chief Operating
Officer of certain of the Company's
subsidiaries, including RCAC. He is also a
general partner of DWG Acquisition. From its
formation in January 1989 until April 23,
1993, Mr. May was President and Chief
Operating Officer of Trian. He was President
and Chief Operating Officer and a director of
Triangle from 1983 until December 1988. From
November 1989 through May 1992, Mr. May was a
director of Mountleigh and served as Joint
Managing Director of Mountleigh from November
1989 until October 1991. Mr. May was also
named a director on April 29, 1993 of The
Leslie Fay Companies, Inc. following its
filing on April 5, 1993 for protection under
Chapter 11 of the United States Bankruptcy
Code. Mr. May is 53 years of age.
Joseph A. Levato....... Mr. Levato has been Executive Vice President
and Chief Financial Officer of Triarc since
April 24, 1993. He has also been Executive
Vice President and Chief Financial Officer of
certain of Triarc's subsidiaries, including
RCAC, since April 24, 1993. Prior thereto, he
was Senior Vice President and Chief Financial
Officer of Trian from January 1992 until
April 24, 1993. From 1984 to January 1989, he
served as Senior Vice President and Chief
Financial Officer of Triangle. Mr.
Levato is 55 years of age.
Hugh L. Carey................ Mr. Carey has been a director of the Company
since June 9, 1994. He was an Executive Vice
President of W.R. Grace & Co. ("Grace") from
1987 to December 31, 1995. From 1993 to
December 31, 1995, he served Grace as
director of its Government Relations
Division, and from 1987 until 1993, he ran
Grace's office of environmental policy. Mr.
Carey was the Governor of the State of New
York from 1975 until 1983 and a member of
Congress from 1960 until 1975. From 1991
until 1993, he was Chairman of the National
Institute of Former Governors. Mr. Carey is
also a director of China Trust Bank and
PhyMatrix, Inc.; of Counsel to Whitman Breed
Abbott & Morgan and Chairman of the Board of
Advisors to Cambridge Partners, L.L.C.. Mr.
Carey is 77 years of age.
Clive Chajet................. Mr. Chajet has been a director of the Company
since June 9, 1994. He has been Chairman of
Lippincott & Margulies Inc., a consulting
firm specializing in identity and image
management, New York, New York, since 1983.
Mr. Chajet is 59 years of age.
Stanley R. Jaffe............. Mr. Jaffe has been a director of the Company
since June 9, 1994. Mr. Jaffe is a motion
picture producer and owner of Jaffilms, LLC.
From 1991 until 1994, Mr. Jaffe was President
and Chief Operating Officer and a Director of
Paramount Communications Inc., a motion
picture and entertainment company. From prior
to 1988 until 1991, Mr. Jaffe was principal
partner in Jaffe/Lansing Productions, an
independent motion picture production
company. Mr. Jaffe is 55 years of age.
M.L. Lowenkron............... Mr. Lowenkron has been a director of the
Company since June 9, 1994. He has been the
President and Chief Executive Officer of G.
Heileman Brewing Company ("Heileman") since
January 9, 1995. On April 3, 1996, Heileman
filed a pre-arranged bankruptcy petition
under Chapter 11 of the United States
Bankruptcy Code. From 1983 until October
1991, Mr. Lowenkron was President and Chief
Executive Officer of A&W Brands, Inc.
("A&W"), a manufacturer of soft drink
concentrates, and he served as Chairman of
the Board and Chief Executive Officer of A&W
from 1991 until October 1993. Mr. Lowenkron
is a director of Hat Brands, Inc., G.
Heileman Brewing Company and The National
Easter Seal Society. Mr. Lowenkron is 64
years of age.
David E. Schwab II........... Mr. Schwab has been a director of the Company
since October 1994. Mr. Schwab has been a
partner of Schwab Goldberg Price & Dannay, a
law firm, for more than five years. Mr.
Schwab also serves as Chairman of the Board
of Trustees of Bard College. Mr Schwab is 64
years of age.
Raymond S. Troubh............ Mr. Troubh has been a director of the Company
since June 9, 1994. He has been a financial
consultant since prior to 1989. Mr. Troubh
is a director of ADT Limited, America West
Airlines, Inc., Applied Power, Inc., ARIAD
Pharmaceuticals, Inc., Becton, Dickinson &
Co., Benson Eyecare Corporation, Diamond
Offshore Drilling, Inc., Foundation Health
Corporation, General American Investors
Company, Manville Corporation, Olsten
Corporation, Petrie Stores Corporation, Time
Warner Inc., and WHX Corporation. Mr. Troubh
is 69 years of age.
Gerald Tsai, Jr.............. Mr. Tsai has been a director of the Company
since October 1993. Since February 1993, he
has been Chairman of the Board, President and
Chief Executive Officer of Delta Life
Corporation, a life insurance and annuity
company with which Mr. Tsai became associated
in 1992. Mr. Tsai also serves as a director
of Palm Beach National Bank and Trust
Company, Rite Aid Corporation, Sequa
Corporation, Zenith National Insurance
Corporation and Proffitt's, Inc. He is a
trustee of Meditrust, Boston University and
New York University Medical Center. Mr. Tsai
is 67 years of age.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
executive officers of Triarc, all of whom are U.S. citizens (other than
John C. Carson, who is a British citizen).
Name Age Positions
---- --- ---------
Nelson Peltz.................... 53 Director; Chairman and Chief
Executive Officer
Peter W. May.................... 53 Director; President and Chief
Operating Officer
John C. Carson.................. 50 President and Chief Executive
Officer of Royal Crown Company,
Inc.
Ronald D. Paliughi.............. 52 President and Chief Executive
Officer of National Propane
Corporation
Donald L. Pierce................ 51 President and Chief Executive
Officer of Arby's, Inc.
Michael Weinstein.............. 47 Chief Executive Officer of Mistic
Brands, Inc.
Joseph A. Levato................ 55 Executive Vice President and Chief
Financial Officer; Nominee for
Director
Brian L. Schorr................. 37 Executive Vice President, General
Counsel, and Assistant Secretary
John L. Cohlan.................. 38 Senior Vice President -- Corporate
Finance
Eric D. Kogan................... 32 Senior Vice President -- Corporate
Development
Francis T. McCarron............. 39 Senior Vice President -- Taxes
Martin M. Shea.................. 52 Senior Vice President -- Corporate
Communications
Stuart I. Rosen................. 36 Vice President and Associate
General Counsel, and Secretary
Fred H. Schaefer................ 51 Vice President and Chief Accounting
Officer
Set forth below is certain additional information concerning the
persons listed above (other than Messrs. Peltz, May and Levato, for whom
such information has been provided under "Nominees for Election" above).
John C. Carson has been President and Chief Executive Officer of Royal
Crown Company, Inc. since April 24, 1993. Prior thereto, Mr. Carson was
President of Cadbury Beverages, North America, a subsidiary of Cadbury
Schweppes, PLC, where he was also a member of Cadbury Beverages Global
Board. Mr. Carson was president of Schweppes NA from 1984 to 1988, vice
president of sales and marketing of Schweppes Bottling U.K. and Cadbury
U.K. from 1964 to 1981.
Ronald D. Paliughi has been President and Chief Executive Officer of
National Propane Corporation since April 24, 1993. He was engaged in
private research and consulting services from 1992 until April 1993. During
1991, he served as a United States Army Officer in Operation Desert Storm.
From 1987 to 1990, Mr. Paliughi was Senior Vice President -- Western
Operations of AP Propane (AmeriGas), one of the largest liquefied petroleum
gas companies in the United States and a subsidiary of UGI Corporation.
During 1986, Mr. Paliughi was director of retail operations of CalGas
Corporation, a division of Dillingham Corporation, a liquefied petroleum
gas company, and for more than 14 years prior thereto, he held various
positions with Vangas, Inc., last serving as Senior Vice President --
General Manager.
Donald L. Pierce has been President and Chief Executive Officer of
Arby's, Inc. since April 24, 1993. Prior thereto, Mr. Pierce held various
positions at Pepsico, Inc., including President of Kentucky Fried Chicken
- -- International. From 1987 to 1988 Mr. Pierce was President and Chief
Operating Officer of Denny's, and from 1981 to 1987 he served Denny's in
various executive capacities, including Group Vice President, President of
the El Pollo Loco division, and Vice President, Finance. From 1969 to 1981
Mr. Pierce was with American Hospital Supply, Inc. where he held positions
in finance, sales and operations.
Michael Weinstein has been Chief Executive Officer of Mistic Brands,
Inc. ("Mistic") since August 9, 1995, when Mistic was acquired by Triarc.
Prior thereto, he was president of Liquid Logic, a private beverage
consulting business he founded in 1994. From 1981 until the end of 1993,
he served in various executive capacities at A&W Brands, Inc. lastly as
President/Chief Operating Officer. From 1978 to 1981, he was a Vice
President at Kenyon & Eckhardt Advertising. He began his career at Pepsi-
Cola Company, where he held various sales and marketing positions from 1972
to 1978.
Brian L. Schorr has been Executive Vice President and General Counsel
of Triarc and certain of its subsidiaries since June 29, 1994. Prior
thereto, Mr. Schorr was a partner of Paul, Weiss, Rifkind, Wharton &
Garrison, a law firm which he joined in 1982 and subsequent thereto through
April 1995 he was Of Counsel to that firm in connection with limited
liability company and limited liability partnership matters. That firm
provides legal services to Triarc and its subsidiaries.
John L. Cohlan has been Senior Vice President -- Corporate Finance of
Triarc since January 1994. He has also been Senior Vice President --
Corporate Finance of certain of Triarc's subsidiaries, including RCAC,
since January 1994. Prior thereto, he had served as Senior Vice President
- -- Corporate Development of Triarc and such subsidiaries since April 24,
1993. Before joining Triarc, he was a Senior Vice President of Trian from
July 1992 until April 24, 1993. From January 1992 until May 1992, Mr.
Cohlan was associated with Mountleigh. From 1989 until 1991, he was a
principal of The Palmer Group, Inc., a firm specializing in corporate
restructurings, particularly in the hotel industry. From 1987 until 1989,
Mr. Cohlan was Vice President -- New Business Development of VMS Realty
Partners, a real estate concern.
Eric D. Kogan has been Senior Vice President -- Corporate Development
of Triarc since March 1995. Prior thereto, he was Vice President --
Corporate Development of Triarc since April 24, 1993. Before joining
Triarc, Mr. Kogan was a Vice President of Trian Group, L.P. from September
1991 to April 1993 and an associate in the mergers and acquisitions group
of Farley Industries, an industrial holding company, from 1989 to August
1991.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc
since April 24, 1993. He has also been Senior Vice President -- Taxes of
certain of Triarc's subsidiaries, including RCAC, since April 24, 1993.
Prior thereto, he was Vice President -- Taxes of Trian from its formation
in January 1989 until April 24, 1993. He joined Triangle in February 1987
and served as Director of Tax Planning & Research until January 1989.
Martin M. Shea has been Senior Vice President -- Corporate
Communications of Triarc from July 1994 through May 1995 and from November
1995 to the present. From June 1995 through October 1995, he served as
Managing Director at Edelman Worldwide. Prior to July 1994, he served in
various capacities in the investor relations department of Paramount
Communications Inc. since 1977, including Vice President -- Investor
Relations since 1992 and Assistant Vice President -- Investor Relations
from 1983 to 1992. Prior thereto, Mr. Shea worked for four years in the
corporate trust office of The Chase Manhattan Bank, N.A. and from 1968 to
1972 served as Assistant Secretary of Bankers Trust Company.
Stuart I. Rosen has been Vice President and Associate General Counsel,
and Secretary of Triarc and certain of its subsidiaries since August 1,
1994. Prior thereto, he was associated with Paul, Weiss, Rifkind, Wharton &
Garrison since 1985.
Fred H. Schaefer has been Vice President and Chief Accounting Officer
of Triarc since April 24, 1993. He has also been Vice President and Chief
Accounting Officer of certain of Triarc's subsidiaries, including RCAC,
since April 24, 1993. Prior thereto, he was Vice President and Chief
Accounting Officer of Trian from its formation in January 1989 until April
24, 1993. Mr. Schaefer joined Triangle in 1980 and served in various
capacities in the accounting department, including Vice President --
Financial Reporting, until January 1989.
The term of office of each executive officer is until the
organizational meeting of the Triarc Board following the next annual
meeting of Triarc stockholders and until his successor is elected and
qualified or until his prior death, resignation or removal.
Board Meetings and Certain Committees of the Board
Eleven meetings of the full Board of Directors were held during the
fiscal year ended December 31, 1995 ("Fiscal 1995"). Each incumbent
director who is a nominee for reelection attended more than 75% of the
meetings of the Board of Directors that were held after such director's
election to the Board and more than 75% of all committees of the Board of
Directors that he was eligible to attend in Fiscal 1995.
The Company has standing audit, nominating, and compensation
committees whose current functions and members are described below. It is
anticipated that at its first meeting following the Meeting, the Board will
designate the directors to serve on each of these Committees until the next
annual meeting of stockholders.
Audit Committee. The Audit Committee is composed of Messrs. David E.
Schwab II (Chairman), Raymond S. Troubh and Gerald Tsai, Jr. This Committee
is charged with the responsibility of satisfying itself of the propriety
and accuracy of the financial statements of the Company and any of its
subsidiaries which have publicly-owned securities. In the course of
performing its functions, the Audit Committee (i) reviews the Company's
internal accounting controls and its annual consolidated financial
statements, (ii) reviews with the Company's independent certified public
accountants the scope of their audit, their report and their
recommendations, (iii) considers the possible effect on the independence of
such accountants in approving non-audit services requested of them, and
(iv) recommends the action to be taken with respect to the appointment of
the Company's independent certified public accountants. The Audit Committee
met three times during Fiscal 1995.
Nominating Committee. The Nominating Committee is composed of Messrs.
Peter W. May (Chairman), Nelson Peltz, Clive Chajet and M. L. Lowenkron.
This Committee is charged with the responsibility of considering and
recommending individuals to be considered by the Board for membership on
the Board of Directors. The Nominating Committee met once during Fiscal
1995.
The Nominating Committee will consider nominations for Board
membership by stockholders. The Nominating Committee has adopted the
following rules with respect to considering such nominations: (i) the
nominating stockholder must have owned shares of Class A Common Stock or
preferred stock (entitled to vote for Directors) for at least six months
prior to the date the nomination is submitted; (ii) the nomination must be
received by the Nominating Committee 120 days before the mailing date for
proxy material applicable to the annual meeting for which such nomination
is proposed for submission; and (iii) a detailed statement setting forth
the qualifications, as well as the written consent, of each party nominated
must accompany each nomination submitted.
Compensation Committee. The Compensation Committee is composed of
Messrs. Gerald Tsai, Jr. (Chairman), Stanley R. Jaffe and David E. Schwab
II. The Committee is charged with the responsibility of (i) reviewing,
advising and making recommendations with respect to employee salary and
compensation plans, benefits and standards applicable to the executive
officers of the Company, (ii) taking such action with respect thereto that
are not reserved to the Board of Directors, and (iii) administering the
Triarc Companies, Inc. 1993 Equity Participation Plan (the "Equity
Participation Plan") and such other salary or compensation plans as the
Committee is designated to administer. The Compensation Committee met five
times during Fiscal 1995.
Compensation of Directors
Each non-management director of the Company receives an annual
retainer of $25,000 for serving on the Board. In addition, each
non-management director of the Company also receives $1,000 for each
meeting of the Board or of a Committee of the Board attended by him. At the
option of each non-management director, these fees may be paid in shares of
Class A Common Stock rather than in cash. See "Executive Compensation --
Employment Arrangements with Executive Officers" below for certain
information relating to compensation of the Company's management directors.
In addition, pursuant to the Equity Participation Plan, each director
of the Company who is not also an employee of the Company or any subsidiary
receives options to purchase 15,000 shares of Class A Common Stock on the
date of his initial election or appointment to the Board of Directors and,
in connection therewith, tandem stock appreciation rights ("SARs") for the
same number of shares. On the date of each subsequent annual meeting of
stockholders of the Company at which a director is reelected, such director
will receive options to purchase 3,000 shares of Class A Common Stock and,
in connection therewith, SARs for the same number of shares.
Also, in 1995, Messrs. Troubh, Carey and Schwab received $22,500,
$20,000 and $20,000 respectively, in lieu of the standard meeting fees for
their respective services rendered as members of a special committee of
Triarc's Board of Directors.
For information regarding litigation concerning and certain fees
payable to certain former directors of Triarc (the "Former Director
Litigation"), see "Item 1. Business -- Introduction -- New Ownership;
Posner Settlement" in the 10-K and "Item 3. Legal Proceedings" in the 10-
K. On April 24, 1996, such directors filed a third party complaint in
federal court in New York against Mr. Peltz making allegations
substantially similar to certain claims made in the Former Director
Litigation. Mr. Peltz intends to seek dismissal of this action.
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Triarc's directors, executive officers, and persons who own more
than ten percent of Triarc's common stock, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. Directors,
executive officers and greater than ten percent stockholders are required
by the SEC regulations to furnish Triarc with copies of all Forms 3, 4 and
5 they file.
Based solely on Triarc's review of the copies of such forms it has
received, or written representations from certain reporting persons that no
Form 5s were required for these persons, Triarc believes that all its
directors, executive officers, and greater than ten percent beneficial
owners complied with all filing requirements applicable to them with
respect to Fiscal 1995 except for the following inadvertent omissions: each
of Messrs. May, Kogan, Weinstein and Ernest J. Cavallo (the President and
Chief Financial Officer of Mistic) did not file a report with respect to
one transaction for each such person on a timely basis. When these
inadvertent omissions were discovered, each of such individuals promptly
filed the appropriate reports.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the beneficial ownership as of April
23, 1996 by each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Class A Common Stock
(constituting the only class of voting capital stock of the Company), each
director of the Company and nominee for director of the Company who has
such ownership, each executive officer whose name appears in the Summary
Compensation Table below (the "Named Officers") who was an executive
officer of the Company as of April 23, 1996 and all directors and executive
officers as a group.
Amount and
Name and Address of Nature Percent
Beneficial Owner of Ownership(1) of Class
DWG Acquisition Group, L.P........ 5,982,867 shares (4) 25.0%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ..................... 6,819,967 shares (2)(3)(4)(5) 28.5%
900 Third Avenue
New York, NY 10022
Peter W. May ..................... 6,549,667 shares (2)(4)(6) 27.4%
900 Third Avenue
New York, NY 10022
Hugh L. Carey .................... 20,860 shares (11) *
900 Third Avenue
New York, NY 10022
Clive Chajet ..................... 24,300 shares(7) *
900 Third Avenue
New York, NY 10022
Stanley R. Jaffe ................. 23,997 shares (11) *
900 Third Avenue
New York, NY 10022
M. L. Lowenkron .................. 19,500 shares (11) *
900 Third Avenue
New York, NY 10022
David E. Schwab II ............... 11,000 shares (12) *
1185 Avenue of the Americas
New York, NY 10036
Raymond S. Troubh ................ 36,500 shares (11) *
900 Third Avenue
New York, NY 10022
Gerald Tsai, Jr. ................. 25,911 shares (13) *
200 Park Avenue
Suite 4501
New York, NY 10166
John C. Carson ................... 109,667 shares(8) *
1000 Corporate Drive
Ft. Lauderdale, FL 33334
Donald L. Pierce ................. 104,584 shares(9) *
1000 Corporate Drive
Ft. Lauderdale, FL 33334
Joseph A. Levato ................. 118,000 shares (10) *
900 Third Avenue
New York, NY 10022
Brian L. Schorr................... 45,324 shares (9) *
900 Third Avenue
New York, NY 10022
Directors and Executive Officers
as a group (22 persons)........ 8,258,826 shares 34.5%
- ---------
* Less than 1%
(footnotes continued on next page)
(1) Except as otherwise indicated, each person has sole voting and
dispositive power with respect to such shares.
(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz
and Mr. May are the sole general partners.
(3) Includes 200 shares owned by a family trust of which Mr. Peltz is a
general partner. Mr. Peltz disclaims beneficial ownership.
(4) The Company is informed that DWG Acquisition has pledged such shares
to a financial institution on behalf of Messrs. Peltz and May to
secure loans made to them.
(5) Includes options to purchase 810,000 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(6) Includes options to purchase 540,000 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(7) Includes options to purchase 16,500 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996 and
1,300 shares owned by Mr. Chajet's wife, as to which shares Mr. Chajet
disclaims beneficial ownership.
(8) Includes options to purchase 56,667 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(9) Includes options to purchase 38,334 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(10) Includes options to purchase 90,000 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(11) Includes options to purchase 16,500 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(12) Includes options to purchase 9,000 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
(13) Includes options to purchase 19,500 shares of Class A Common Stock
which have vested or will vest within 60 days of April 23, 1996.
-------------------
The foregoing table does not include 5,997,622 shares of Triarc's
non-voting Class B Common Stock owned by Victor Posner or the other Posner
Entities as a result of the Settlement Agreement. For information regarding
this Settlement Agreement, see "Item 1. Business -- Introduction -- New
Ownership; Posner Settlement" in the 10-K. The shares of Class B Common
Stock can be converted without restriction into an equal number of shares
of Class A Common Stock following a transfer to a non-affiliate of Posner.
The Company has certain rights of first refusal if such shares are proposed
to be sold to an unaffiliated party. If the 5,997,622 currently outstanding
shares of the Class B Common Stock were converted into shares of Class A
Common Stock, such shares would constitute approximately 20.0% of the then
outstanding shares of Class A Common Stock as of April 23, 1996. None of
the directors or nominees for directors of the Company or the Named
Officers beneficially owned any Class B Common Stock as of April 23, 1996.
Except for the arrangements relating to the shares described in footnote
(4) to the foregoing table, there are no arrangements known to the Company
the operation of which may at a subsequent date result in a change in
control of the Company.
EXECUTIVE COMPENSATION
Report of the Compensation Committee
Introduction. This report to stockholders presents an overview of both
the charter of the Compensation Committee of the Board of Directors (the
"Compensation Committee") and of the Company's compensation philosophy. It
also discusses the Compensation Committee's compensation related decisions
in respect of Fiscal 1995 performance. Since the Compensation Committee was
totally reconstituted in connection with the Change in Control which took
place on April 23, 1993, neither the Compensation Committee nor current
management take any responsibility for the compensation philosophy or
practices of the Company prior to the Change of Control.
The Compensation Committee's Role. The Compensation Committee's
principal function is to review and approve the compensation program for
the executive officers of the Company (the "Executive Compensation
Program") and to administer the Equity Participation Plan.
The Company's Executive Compensation Program is designed with a
particular emphasis on motivating the executives to achieve the Company's
business objectives, with a particular emphasis on stockholder value.
Certain of the Company's executive officers were in 1995, and are
currently, employed pursuant to multi-year employment agreements, the
purpose of which is to retain the services of such officers for extended
periods. The minimum salary to which each such executive officer is
entitled is specified in the employment agreement, but the annual bonus for
such executive officers, which is a major part of an executive officer's
cash compensation, and awards of stock options for executive officers, are
approved by the Compensation Committee, which is comprised entirely of non-
management directors. The principal terms of the employment agreements of
certain executive officers are described under "Employment Arrangements
with Executive Officers" below.
To fulfill its principal function, the Compensation Committee
specifically reviews and approves each of the elements of the Executive
Compensation Program and will continually assess the effectiveness of the
program as a whole. This includes reviewing the design of the Company's
various incentive plans for executive officers and assessing the
competitiveness of the overall Executive Compensation Program.
Overall Objectives of the Executive Compensation Program. The
Executive Compensation Program is designed to help the Company retain,
motivate and recruit the executive officers needed to maximize the
Company's return to stockholders. The Company's explicit objective is to
pay at levels required to secure the exceptionally talented executive
officers, in particular, and employees, in general, necessary to achieve
its long-term financial, strategic and stock price growth goals. Since one
of the Company's objectives is rapid revenue growth, both by internal
expansion and through acquisitions, the Company has recruited the executive
talent required to run a company which is larger than the Company in its
present form.
Toward that end, the Executive Compensation Program is designed to
provide:
*Levels of compensation that are highly competitive with those
provided in
the various markets in which the Company competes for its executive
resources.
*Incentive compensation that:
*varies in a consistent and predictable manner with the
financial performance of the Company and/or its various business
units;
*varies in a consistent and predictable manner with the
stock price performance of the Company; and
*effectively rewards individual performance.
In designing and administering the Executive Compensation Program, the
Compensation Committee, acting on behalf of the stockholders, seeks an
appropriate balance among these objectives, the most important of which are
discussed in greater detail below.
Providing Highly Competitive Levels of Compensation. The Company
provides its executive officers with a total compensation package that --
at expected levels of performance -- is generally intended to rank between
the 50th and the 75th percentiles of compensation packages provided to
executives in the consumer products and food and beverage industries (as
adjusted to reflect the Company's size, inclusive of franchise sales) who
hold comparable positions or have similar qualifications. In addition, such
compensation takes into account the highly unusual roles and combinations
of responsibilities undertaken by Triarc's executive officers.
Given the Company's aggressive stockholder return objectives, the
Company has designed salary and incentive programs intended to attract
exceptionally high-caliber executives and is committed to paying these same
executives a substantial portion of their compensation based directly on
the Company and business unit performance.
To establish appropriate competitive frames of reference, the Company
looks toward pay levels offered by leading-performance companies in the
relevant markets for executive talent. The Company periodically assesses an
executive's competitive level of compensation based on information drawn
from a variety of sources, including proxy statements, compensation surveys
and external compensation consultants. The Company's review of competitive
compensation levels incorporates a case-by-case approach that considers
each position's relative content, accountabilities and scope of
responsibility. The Company also takes into account its businesses, current
size and expected growth, expected contributions from specific executives
and other similar factors. For senior executive corporate officers, this
review includes an examination of pay data for comparable positions within
the consumer products and food and beverage industries, as well as data for
other diversified holding companies and pay data for individuals with
backgrounds comparable to such officers. Comparisons for senior unit
officers were made to compensation rates for analogous positions in the
consumer products and food and beverage industries and general industry, as
appropriate to each unit's business, viewing each unit's chief executive
officer as a chief executive officer of a stand alone company. The
Committee paid particular attention to each position's specific mix and
scope of responsibilities relative to those for the surveyed positions.
The Committee is aware that companies selected for compensation
comparison purposes differ from those used for relative stockholder return
comparison purposes in this proxy statement's performance graph. The
Committee believes stockholders' interests are best served by providing
compensation necessary to attract needed exceptional executive talent from
relevant labor markets and that, in many cases, this talent will be
attracted from sources outside the performance comparison group since the
diversified companies used for comparison of relative stockholder return
may not compete in any or all of the four businesses engaged in by the
Company. The Committee believes this executive resources strategy will
enable the Company to exhibit long-term stockholder returns above those
evident in the performance graph comparison group.
While the expected value of an executive's compensation package is set
at a highly competitive level, each executive officer's pay package places
a significant portion of pay at risk, and the actual value of the package
will exceed or fall below this level depending on actual Company results.
The Company is committed to the pay-for-performance philosophy and is
implementing an Executive Compensation Program which ensures that
stockholders receive performance-for-pay.
Ensuring Incentive Compensation Varies With Performance. The Executive
Compensation Program is designed to ensure that incentive compensation
varies in a consistent and predictable manner with the financial and stock
performance of the Company and/or its business units. Awards paid under the
Company's annual and long-term incentive plans will be directly tied to the
Company's and its units' short-and long-term financial performance, as well
as the performance of the Company's stock price. To that end, in light of
the Company's performance in 1995, incentive awards granted with respect to
1995 to the Company's senior executives were generally lower than those
granted to such executives with respect to 1994.
The Company's various incentive plans each serve slightly different
purposes and, as such, employ different measures of performance and cover
different periods of time. Accordingly, an executive officer's total
compensation will not typically vary based on any single measure of Company
or business unit performance over a particular period of time. However, in
combination, these plans provide a powerful incentive -- focusing
management attention on those measures important to stockholders, and hold
participants accountable for poor results and reward them for superior
accomplishments.
The Company also believes that effectively rewarding individual
performance helps drive managers to contribute in ways that enhance the
financial and stock performance of the Company and its various business
units. Although the Executive Compensation Program provides compensation
that varies with financial and stock price performance, an executive
officer's incentive awards may also be influenced by qualitative
assessments of Company, business unit and individual performance, as
appropriate. For all executive officers, these assessments are made by the
Compensation Committee.
Overview of the Executive Compensation Program. The Executive
Compensation Program is comprised of three principal elements, the base
salary program, and annual and long-term incentives (consisting of the
mid-term plans discussed below and restricted stock and option awards).
Each of these is designed and administered with the explicit purpose of
furthering the stockholders' interests by facilitating the employment of
highly-talented executives and motivating them to achieve exceptional
levels of performance. An overview of each of these elements and how each
is intended to support stockholder interests are provided below.
Base Salary Compensation. The Company's base salary program is
intended to provide base salary levels that are competitive in the external
market for executive talent, reflect an individual's ongoing performance,
and are periodically adjusted based on the executive's performance, the
Company's overall financial performance and expected salary increases in
the market for executive talent.
The Company believes the mix of elements in the Executive Compensation
Program is appropriate, and will periodically review base salary levels,
their relationship to the competitive market and to the other components of
the program.
Annual Incentive Compensation. The Company's annual cash incentive
plan for executive officers and key employees of the Company's principal
business units (the "Annual Plan") provides competitive annual pay
opportunities with 50% of amounts earned directly linked to the Company's
and/or business unit's annual financial performance, with the remaining 50%
being based on the individual's annual performance. The Annual Plan sets
annual incentive target awards at levels that are competitive in the
context of the Company's total Executive Compensation Program, and the
appropriate mix of variable and fixed compensation. Financial performance
is assessed annually against pre-set financial and strategic objectives.
Each executive's individual performance award is tied to performance
measures most appropriate to his or her responsibilities. To reinforce the
need for teamwork and focus attention on overall Company objectives, all
participants have 50% of their award tied to corporate or unit financial
performance, as defined by operating income and other measures selected by
the Compensation Committee at the outset of each plan year. For additional
information regarding the Annual Plan, see "Employment Arrangements with
Executive Officers -- Cash Incentive Plans" below.
The Compensation Committee believes that the Annual Plan plays a
critical role in the Company's ability to attract desired executives and
motivate them toward aggressive levels of performance.
Long-Term Incentive Compensation. The Company provides the executive
officers and key employees of its principal business units with incentives
linked to longer-term business unit and corporate performance
through mid-term cash incentive plans (the "Mid-Term Plans"), and the
Equity Participation Plan. The combination of these two key elements is
intended to provide competitive long-term incentive opportunities, enable
participants to build significant wealth when meaningful stockholder wealth
has been created, and directly link a significant portion of total pay to
the Company's long-term stock performance and, as appropriate, to business
unit longer-term financial performance.
Triarc has Mid-Term Plans for executive officers and key employees of
each of Royal Crown, Mistic, Arby's and National Propane. Each Mid-Term
Plan for the Company's principal business units provides for cash awards to
participants based on the unit's profit performance over a three-year
period, except in the case of Mistic's Mid-Term Plan, where profit
performance is measured over a five-year period. A pool is created based
upon the amount by which the unit's actual profit reaches or exceeds a
targeted level. For additional information regarding the Mid-Term Plans,
see "Employment Arrangements with Executive Officers -- Cash Incentive
Plans" below.
The Equity Participation Plan provides senior corporate and business
unit managers and key employees, including the individuals named in the
Summary Compensation Table below, with stock-based incentives. Although the
Equity Participation Plan is generally designed to provide periodic grants
of options on the Class A Common Stock, it also provides for the use of
restricted stock awards. Overall, the Equity Participation Plan is intended
to provide competitive long-term incentive opportunities and tie executive
long-term financial gain to increases in the Company's stock price. For
additional information regarding the Equity Participation Plan, see
"Employment Arrangements with Executive Officers -- 1993 Equity
Participation Plan" below.
Other Executive Compensation. In addition, the Company provides
executive officers with benefits and perquisites such as a 401(k) plan,
health and life insurance benefits and tax and financial planning advice.
Overall, the Compensation Committee believes the provided levels of
benefits and perquisites are necessary and, in combination with the
previously mentioned compensation elements, facilitate the Company's
ability to secure the needed executive talents.
Adoption of CEO and COO Compensation Arrangements. In April 1993, the
Compensation Committee adopted compensation arrangements with the Company's
new Chairman and Chief Executive Officer and President and Chief Operating
Officer that included base salaries of $1 per year and incentive
compensation on a discretionary basis. In addition, at that time, the
Compensation Committee approved for such executives up-front stock option
grants.
In April 1994, the Compensation Committee approved, subject to
approval by the stockholders of appropriate amendments to the Equity
Participation Plan (which amendments were approved by Triarc's stockholders
on June 9, 1994), grants for the Chairman and Chief Executive Officer and
the President and Chief Operating Officer of "performance stock options"
for an aggregate of 3,500,000 shares of Class A Common Stock. These options
were granted in lieu of base salary, annual performance bonus and long term
compensation for a six-year period commencing April, 1993. In addition,
performance stock options for an aggregate of 350,000 shares were granted
to the Vice Chairman of the Company, which options vested in full effective
January 1, 1996 pursuant to the agreement effective January 1, 1996 between
Leon Kalvaria and Triarc pursuant to which Mr. Kalvaria resigned from the
Board of Directors and as Vice Chairman of Triarc (see "Employment
Arrangements with Executive Officers" below). The options
have an exercise price of $20.125 per share and will vest and become
exercisable as follows: if the closing price of a share of Class A Common
Stock is at least approximately 135% of the exercise price for 20 out of 30
consecutive trading days ending on or prior to March 30, 1999, each such
option will vest and become exercisable as to one third of the shares
subject to the option; if the closing price of a share of Class A Common
Stock is at least approximately 180% of the exercise price for 20 out of 30
consecutive trading days ending on or prior to March 30, 2000, each such
option will vest and become exercisable as to one third of the shares
subject to the option; and if the closing price of a share of Class A
Common Stock is at least approximately 225% of the exercise price for 20
out of 30 consecutive trading days ending on or prior to March 30, 2001,
the options will vest and become exercisable as to one third of the shares
subject to the option. In addition to early vesting in the event such
closing price levels are attained, each such option initially was to vest
and become exercisable after 14 years and 6 months even if Class A Common
Stock did not so appreciate and to have a term of 15 years from the date of
grant. In March 1995, in order to meet certain requirements of the
Securities and Exchange Commission necessary to obtain favorable accounting
treatment with respect to the performance stock options, the Compensation
Committee and the Board of Directors each unanimously approved (with
Messrs. Peltz, May and Kalvaria abstaining) amendments to the performance
stock options granted to Messrs. Peltz, May and Kalvaria, which amendments
provided that (a) such options will vest in 9 years and 6 months, rather
than 14 years and 6 months, if the closing price levels described above are
not obtained and (b) such options will have a term of 10 years, rather than
15 years, from the date of grant.
Additionally, the performance stock options that are exercisable
immediately prior to termination of the optionee's employment remain
exercisable after termination of the optionee's employment during the
period of 90 days immediately following such termination, except upon
termination for cause. Upon the optionee's death or permanent disability
while employed by Triarc or upon the optionee's death during the 90 days
following the optionee's termination of employment, the option becomes
fully exercisable and, in the case of the optionee's death, remains
exercisable until the earlier of one year after the optionee's death or the
expiration of the option.
Consistent with the discussion above, the CEO and the COO each
received a base salary of $1 during Fiscal 1995 and stock option grants
(which are set forth in the Summary Compensation Table), and did not
receive any annual incentive bonuses. The factors considered in determining
the size of such stock option awards to Messrs. Peltz and May were the
stock option guidelines established for all participants in the Equity
Participation Plan as well as Messrs. Peltz's and May's respective
performance and contribution to the increase in stockholder value. The
Committee remains committed to its notion that such up-front grants of
stock options as performance stock options provide a meaningful and
compelling incentive to the CEO and COO to take actions that result in
increases in stockholder value.
The Omnibus Budget Reconciliation Act of 1993 (the "Tax Act") includes
a provision which may preclude a publicly held corporation from deducting
annual compensation in excess of $1,000,000 paid to certain of its highly
compensated officers. There are, however, exceptions under the Tax Act for
qualified performance based compensation (including stock options and SARs)
if certain conditions are met. Although the Company intended that the
"performance stock options" granted to the Chairman and Chief Executive
Officer, the President and Chief Operating Officer and the Vice Chairman
satisfy these conditions, there can be no assurance that they do satisfy
such conditions. The Committee is convinced that the performance incentive
provided by the performance stock options is in the stockholders' best
interest, irrespective of their treatment under the Tax Act.
In addition, the Compensation Committee agreed that annual incentives
for the rest of the corporate staff would be on a discretionary basis,
based on interim and year-end reviews of performance relative to strategic
and financial objectives. The Compensation Committee believes that a less
discretionary process would be impractical during the current period of
relative uncertainty, as the Company's corporate center and business are
restructured. The Company intends to move to a more formalized annual
incentive plan that determines awards based on Company or unit performance
and achievement of specific objectives, when appropriate.
Adoption of Mid-Term Plans. The Compensation Committee approved the
implementation of the Mid-Term Plans which is intended to focus the efforts
of the management of each of the Company's principal business units on
sustained profitability. The Mid-Term Plans developed for the Company's
principal business units provide for awards out of an incentive pool
created for each of the principal business units based upon the amount by
which a unit's actual profit reaches or exceeds a pre-determined level over
a three year cycle (and in the case of Mistic, a five year cycle).
The Compensation Committee believes the Mid-Term Plans provide an
important component of incentive compensation by highlighting longer-term
performance of each business unit. With relatively autonomous units in
diverse businesses, linking a portion of variable pay to business unit
results will hold senior unit managers accountable for sustained unit
profitability. A manager's participation in a Mid-Term Plan is
complemented, as appropriate, by participation in the Equity Participation
Plan. Taken together, these two forms of long-term incentives provide
business unit managers with vested interests in maximizing their unit's
longer-term profitability.
Grant of Equity-based Incentives. The Compensation Committee approved
stock option grants in respect of 1995 performance to selected corporate
and business unit managers, since the Compensation Committee determined
that it was in the best interest of stockholders to provide significant
equity incentives to the Company's management team. Accordingly, on
December 7, 1995, options were granted with an exercise price equal to the
closing price of the Class A Common Stock on the New York Stock Exchange on
such date. Such options are set forth in the Summary Compensation Table
below.
Summary. The Compensation Committee believes the Executive
Compensation Program, through the Compensation Committee's administration
of the elements of the Program, will ensure the Company's ability to
retain, motivate and attract the executive resources required to maximize
stockholder returns. The Company's competitive pay philosophy facilitates
the employment of talented executives. The emphasis on variable pay and the
direct link to both short-and long-term results, as well as financial and
stock performance, links this competitive pay to critical measures of
Company performance. In combination, all these elements act in the best
interests of the Company's stockholders.
The Compensation Committee
Gerald Tsai, Jr., Chairman
Stanley R. Jaffe
David E. Schwab II
Introduction to Summary Compensation Table
The Summary Compensation Table sets forth salary of, cash bonus awards
as well as non-cash awards granted under the Equity Participation Plan with
respect to the eight months transition period ended December 31, 1993
("TP"), the fiscal year ended December 31, 1994 ("Fiscal 1994") and Fiscal
1995 to Triarc's Chief Executive Officer, President and Chief Operating
Officer and to five of the other executive officers of Triarc who
constituted Triarc's most highly compensated executive officers during
Fiscal 1995.
Messrs. Peltz and May serve as directors and officers of Triarc and
several of its subsidiaries, and Messrs. Levato and Schorr serve as
officers of Triarc and several of its subsidiaries. Mr. Kalvaria resigned
from the Board of Directors and as Vice Chairman of the Company, effective
January 1, 1996. All compensation set forth in the Summary Compensation
Table for Messrs. Peltz, May, Kalvaria, Levato and Schorr was paid by
Triarc and represents amounts paid for services rendered to Triarc and its
subsidiaries. All cash compensation set forth in the Summary Compensation
Table for Messrs. Carson and Pierce was paid by Royal Crown Company, Inc.
and Arby's, Inc., respectively. All non-cash awards granted to any Named
Officer were made by Triarc. Additional information with respect to the
compensation arrangements for the Chief Executive Officer and the Named
Officers is set forth below under "Employment Arrangements with Executive
Officers."
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation
---------------------------------------
Other
Name and Annual
Principal Compensation
Position Period (1) Salary($) Bonus($) ($)
- ------------------------ -------- -------- ------- -----------
<S> <C> <C> <C> <C>
Nelson Peltz............... 1995 1 --- 839,923(13)
Chairman and Chief 1994 1 --- 913,406(4)
Executive Officer of Triarc TP 1 --- ---
Peter W. May............... 1995 1 --- 53,310(14)
President and Chief 1994 1 --- 97,019(5)
Operating Officer of Triarc TP 1 --- ---
Leon Kalvaria(12)......... 1995 500,000 450,000 (8)
Former Vice Chairman 1994 500,000 725,000 409,294(6)
of Triarc TP 333,336 550,000 520,181(6)
John C. Carson............. 1995 500,000 75,000 (8)
President and Chief 1994 500,000 350,000 (8)
Executive Officer of TP 322,436 250,000 123,626(7)
Royal Crown Company, Inc.
Donald L. Pierce........... 1995 400,000 250,000 (8)
President and Chief 1994 381,058 225,000 (8)
Executive Officer of TP 218,750 175,000 346,797(11)
Arby's, Inc.
Joseph A. Levato........... 1995 312,500 275,000 (8)
Executive Vice President 1994 306,250 315,000 (8)
and Chief Financial TP 200,000 350,000 (8)
Officer of Triarc
Brian L. Schorr(10)........ 1995 312,500 275,000 (8)
Executive Vice President 1994 237,404 538,000(15) (8)
and General Counsel TP --- --- ---
of Triarc
<CAPTION>
Long-Term Compensation
------------------------------------------------
Awards Payouts
------------------ ----------------
Securities
Restricted Underlying All
Name and Stock Options/ LTIP Other
Principal Award(s) SARs Payouts Compensation
Position (#)(3) (#)(3) ($) ($)
- ------------------------- -------- -------- ------ -------------
<S> <C> <C> <C> <C>
Nelson Peltz............... --- 150,000 --- ---
Chairman and Chief --- 2,340,000(2) --- ---
Executive Officer of Triarc --- 75,000 --- ---
Peter W. May............... --- 100,000 --- ---
President and Chief --- 1,560,000(2) --- ---
Operating Officer of Triarc --- 50,000 --- ---
Leon Kalvaria(12)......... --- 60,000 --- 3,040(9)
Former Vice Chairman 12,500 430,000 --- 2,281(9)
of Triarc --- 40,000 --- 1,088(9)
John C. Carson............. --- 25,000 --- ---
President and Chief 37,500 50,000 125,000(17) ---
Executive Officer of --- 30,000 72,917(16) ---
Royal Crown Company, Inc.
Donald L. Pierce........... --- 35,000 --- 3,750(9)
President and Chief 6,250 80,000 --- 3,750(9)
Executive Officer of --- --- 40,833(18) ---
Arby's, Inc.
Joseph A. Levato........... --- 30,000 --- 5,250(9)
Executive Vice President --- 60,000 --- 2,281(9)
and Chief Financial --- --- --- 590(9)
Officer of Triarc
Brian L. Schorr(10)........ --- 30,000 --- 3,128(9)
Executive Vice President 5,000(15) 95,000 --- ---
and General Counsel --- --- --- ---
of Triarc
- ------------
</TABLE>
PAGE
<PAGE>
(1) Information set forth opposite 1995 and 1994 relates to Fiscal 1995
(the year ended December 31, 1995) and Fiscal 1994 (the year ended
December 31, 1994), respectively. Information set forth opposite the
letters "TP" relates to the eight month transition period ended
December 31, 1993.
(2) Of these amounts, options to acquire 2,100,000 and 1,400,000 shares of
Class A Common Stock, respectively, for Messrs. Peltz and May are
performance based stock options granted to Messrs. Peltz and May in
lieu of base salary, annual performance bonus and long-term
compensation for a six-year period commencing April 1993. See
"Employment Arrangements with Executive Officers -- Nelson Peltz and
Peter W. May" below.
(3) All restricted stock awards and stock option grants were made pursuant
to the Equity Participation Plan. The restricted stock awards are
described under "--Employment Arrangements with Executive Officers--
1993 Equity Participation Plan" below. Based upon the closing price
of Class A Common Stock on the New York Stock Exchange on December 29,
1995 (the last trading day of Fiscal 1995) of $11.00, the number and
value of the aggregate restricted stock holdings of the Named Officers
are as follows: Mr. Kalvaria -- 42,500 shares with a value of
$467,500; Mr. Carson -- 45,000 shares with a value of $495,000; Mr.
Pierce -- 61,250 shares with a value of $673,750; Mr. Levato -- 25,000
shares with a value of $275,000; and Mr. Schorr -- 5,000 shares with a
value of $55,000. On January 16, 1996, the restrictions on all of the
restricted stock awards lapsed. The option grants are described
below under " -- Options Granted In Respect of Fiscal 1995." Prior to
adoption of the Equity Participation Plan in April 1993, the Company's
executive compensation program did not include grants of restricted
stock awards.
(4) Includes relocation costs of $736,872 and $176,534 for charges
relating to use of corporate aircraft.
(5) Represents charges relating to use of corporate aircraft.
(6) Includes relocation charges of $396,096 and $519,323, in 1994 and TP,
respectively.
(7) Includes relocation costs of $121,422.
(8) Perquisites and other personal benefits did not exceed the lesser of
either $50,000 or 10% of the total annual salary and bonus reported
under the headings of "Salary" and "Bonus."
(9) Represents amounts contributed to 401(k) plans by Triarc and its
subsidiaries on behalf of the Named Officer.
(footnotes continued on next page)
(footnotes continued from previous page)
(10) Mr. Schorr began his employment with Triarc in June, 1994; therefore,
Mr. Schorr did not receive any compensation from Triarc prior to that
time.
(11) Includes relocation costs of $345,289.
(12) Mr. Kalvaria resigned from the Board of Directors and as Vice Chairman
of the Company, effective January 1, 1996.
(13) Includes relocation costs of $785,000 and fees paid by Triarc on
behalf of the Named Officer for tax and financial planning services.
(14) Includes fees paid by Triarc on behalf of the Named Officer for tax
and financial planning services.
(15) Includes one-time sign-on bonus consisting of $250,000 in cash and
5,000 shares of restricted stock and an additional $38,000 to
reimburse Mr. Schorr for certain costs incurred in connection with his
leaving his previous position.
(16) Represents amounts accrued with respect to TP under Royal Crown's mid-
term incentive plan. See "Employment Arrangements with Executive
Officers -- Cash Incentive Plans" below.
(17) Represents amounts accrued with respect to 1994 under Royal Crown's
mid-term incentive plan. See "Employment Arrangements with Executive
Officers -- Cash Incentive Plans" below.
(18) Represents a guaranteed minimum amount which Mr. Pierce is entitled to
have accrued with respect to TP under Arby's mid-term incentive plan.
See "Employment Arrangements with Executive Officers -- Cash Incentive
Plans" below.
Employment Arrangements with Executive Officers
Nelson Peltz and Peter W. May. Since the Change in Control, Nelson
Peltz and Peter W. May have been serving Triarc as its Chairman and Chief
Executive Officer and its President and Chief Operating Officer,
respectively, and each of them currently is receiving an annual base salary
of $1.00. In addition, Messrs. Peltz and May participate in the incentive
compensation and welfare and benefit plans made available to Triarc's
corporate officers, including the Equity Participation Plan described
below. Also, Messrs. Peltz and May were granted certain "performance
options" in April 1994. See "Report of the Compensation Committee --
Adoption of CEO and COO Compensation Arrangements" above.
Leon Kalvaria. Effective January 1, 1996, Mr. Kalvaria entered into
an agreement with Triarc (the "Kalvaria Consulting Agreement") pursuant to
which Mr. Kalvaria resigned from the Board of Directors and as Vice
Chairman of the Company. Pursuant to the Kalvaria Consulting Agreement,
Mr. Kalvaria serves as a consultant to Triarc and will receive consulting
fees at the rate of $800,000 per year through December 31, 1998 (the
"Consulting Period"). Mr. Kalvaria is not required to render any specific
consulting services to Triarc and is not required to devote any specific
time to such services. Triarc will continue to pay the consulting fees to
Mr. Kalvaria regardless of whether Mr. Kalvaria obtains other employment or
dies during the Consulting Period. All of the options previously issued to
Mr. Kalvaria under the 1993 Equity Participation Plan were vested in full
as of January 1, 1996 and will remain exercisable for a period of eighteen
months from January 1, 1996.
Triarc and Mr. Kalvaria are also parties to an agreement (the
"Relocation Agreement") pursuant to which Mr. Kalvaria relocated in 1993 to
Florida in order to work in Triarc's offices which were then located in West
Palm Beach. In addition to providing certain standard relocation benefits,
pursuant to the Relocation Agreement, Triarc guaranteed a $3 million bank
loan (the "Bank Loan") secured by a first mortgage on Mr. Kalvaria's new
Florida residence (the "Florida Property"), and Triarc made loans
aggregating $500,000 (collectively, the "Company Loan") to Mr. Kalvaria in
connection with his purchase of the Florida Property. In connection with
the 1994 relocation of Triarc's corporate headquarters to New York City,
Triarc agreed to reimburse Mr. Kalvaria for the costs incurred by him
(including certain expenses relating to his New York apartment) as well as
for certain tax effects of such relocation payments. Furthermore, in
connection with the 1994 relocation, Triarc entered into an agreement with
a relocation company with respect to the sale of the Florida Property.
Pursuant to that agreement, title to the Florida Property was transferred
to the relocation company, Mr. Kalvaria received from the relocation
company an amount in cash equal to his equity in the Florida Property, the
Company Loan was repaid in full and the relocation company assumed
responsibility for the sale of the Florida Property. In connection
therewith, Triarc agreed to pay approximately $30,000 per month (including
amounts with respect to interest on the Bank Loan and on the advance by the
relocation company of Mr. Kalvaria's equity in the Florida Property) to the
relocation company to maintain the Florida Property until it was sold. In
February 1995, the Florida Property was sold to an unaffiliated party at a
profit (which Triarc retained), and Triarc was released from its guarantee
of the Bank Loan. In connection with such sale, Triarc paid sales
commission and relocation company fees of approximately $230,000, all of
which was paid out of the sale proceeds.
John C. Carson. On April 24, 1993, Triarc and Royal Crown entered into
an employment agreement with John C. Carson (the "Carson Employment
Agreement") providing for the employment of Mr. Carson as President and
Chief Executive Officer of Royal Crown. Mr. Carson's term of full-time
employment began on May 10, 1993 and will continue (unless otherwise
terminated as provided in the Carson Employment Agreement) until December
31, 1996, subject to automatic renewal for successive two-year periods
unless either Royal Crown or Mr. Carson elects, upon 180 days' notice, not
to renew.
Pursuant to the Carson Employment Agreement, Mr. Carson receives an
annual base salary of $500,000. Mr. Carson is also eligible to receive an
annual cash incentive bonus under Royal Crown's annual cash incentive plan
(described below), cash compensation under Royal Crown's mid-term cash
incentive plan (described below) and additional compensation under the
Equity Participation Plan. As discussed below, Royal Crown's mid-term cash
incentive plan is presently in the process of being developed. Mr.
Carson's annual base salary will be reviewed annually for possible
increase, but not decrease, by the Board of Directors of Royal Crown.
Should Royal Crown elect to terminate Mr. Carson's employment without
good cause, the Carson Employment Agreement provides that he will receive a
special payment of $800,000 in addition to base salary through the end of
the month in which the termination occurs and accrued bonuses and
compensation under Royal Crown's mid-term cash incentive plan. The Carson
Employment Agreement provides that, in the event of a change in control of
Royal Crown or any parent of Royal Crown (the "Parent Corporation"), Mr.
Carson would be obligated to continue in employment under the Carson
Employment Agreement until the first anniversary of such change in control,
after which he would have the right to resign as an officer and employee of
Royal Crown and to receive the same payments that he would have been
entitled to receive had his employment been terminated by Royal Crown
without good cause. A "change in control" is defined to mean: (i) the
acquisition by any person of 50% or more of the combined voting power of
the outstanding securities entitled to vote generally in the election of
directors of either Royal Crown or of any Parent Corporation; (ii) a
majority of the Board of Directors of Royal Crown or any Parent Corporation
shall be individuals who are not nominated by the Board of Directors of
Royal Crown or such Parent Corporation, as the case may be; or (iii) Royal
Crown or any Parent Corporation is merged or consolidated with a
corporation other than Royal Crown or a Parent Corporation, or all or
substantially all of the assets of Royal Crown or a Parent Corporation are
acquired by a corporation that is not Royal Crown or a Parent Corporation.
The acquisition of any portion of the combined voting power of either
Royal Crown or Triarc by DWG Acquisition, Nelson Peltz or Peter W. May or
by any person affiliated with such persons, or the merger, consolidation or
sale of assets of either Royal Crown or Triarc or any subsidiary or Triarc
with or to any corporation or entity controlled by DWG Acquisition, Nelson
Peltz or Peter W. May or by any person affiliated with such persons, does
not constitute a change in control.
Ronald D. Paliughi. Mr. Paliughi has an employment contract (the
"Paliughi Employment Agreement") with National Propane Corporation,
effective as of April 24, 1993, as amended, pursuant to which (i) National
Propane Corporation agrees to employ Mr. Paliughi as President and Chief
Executive Officer through January 1, 1997 (subject to automatic renewal for
a subsequent three year period unless either party elects not to renew),
(ii) Mr. Paliughi receives a base salary of $250,000 per annum during his
employment (subject to increase at the discretion of the Board of
Directors), (iii) Mr. Paliughi is eligible to participate in the Annual
Incentive Plan, enabling him to receive an annual cash bonus of up to 75%
of his base salary based upon the achievement of certain individual and
National Propane Corporation performance objectives, (iv) Mr. Paliughi is
eligible to participate in the Mid-Term Incentive Plan, enabling him to
receive an annual bonus award at least equal to 75% of his base salary
based upon the achievement by National Propane Corporation of certain
financial performance objectives over a three-year performance cycle, (v)
Mr. Paliughi is entitled to severance benefits generally equal to two years
base salary and bonus in the event he is terminated other than for cause
(as defined in the agreement) or within one year of a change of control (as
defined in the agreement) of National Propane Corporation and (vi) Mr.
Paliughi is entitled to participate in other generally available
compensation plans and receives various other benefits including
reimbursement of certain expenses. The agreement also restricts Mr.
Paliughi from competing with National Propane Corporation for 24 months
after the termination of the agreement if such termination results from Mr.
Paliughi's voluntary resignation or National Propane Corporation's
termination of Mr. Paliughi's employment for cause (as defined in the
agreement).
Donald L. Pierce. On April 24, 1993, Arby's entered into an
employment agreement with Donald L. Pierce (the "Pierce Employment
Agreement"), providing for Mr. Pierce's employment as President and Chief
Executive Officer of Arby's. The term of Mr. Pierce's employment commenced
in May 1993 and will continue (unless otherwise terminated as provided in
the Pierce Employment Agreement) until December 31, 1996, subject to
renewal for an additional three years unless either party notifies the
other that it does not wish to renew.
Pursuant to the Pierce Employment Agreement, effective on August 1,
1994, Mr. Pierce's annual base salary was increased to $400,000. Mr. Pierce
also will be eligible to receive an annual cash incentive bonus under
Arby's annual cash incentive plan (described below), additional cash
compensation under Arby's mid-term cash incentive plan (described below)
and additional compensation under the Equity Participation Plan. As
discussed below, Arby's mid-term cash incentive plan is presently being
developed. Mr. Pierce's annual base salary will be reviewed annually for
possible increase, but not decrease, by Arby's Board of Directors.
Michael Weinstein. Mistic entered into an employment agreement with
Michael Weinstein (the "Weinstein Employment Agreement"), effective as of
August 9, 1995, providing for Mr. Weinstein's employment as Chief Executive
Officer of Mistic. The term of Mr. Weinstein's employment commenced in
August, 1995 and will continue (unless otherwise terminated as provided in
the Weinstein Employment Agreement) until December 31, 1998, subject to
automatic renewal for additional one year periods unless either party
elects, upon 180 days' notice, not to renew.
Pursuant to the Weinstein Employment Agreement, Mr. Weinstein receives
an annual base salary of $250,000. In addition, Mr. Weinstein is also
eligible to receive an annual cash incentive bonus under Mistic's annual
cash incentive plan (described below), cash compensation under Mistic's
mid-term cash incentive plan (described below) and additional compensation
under the Equity Participation Plan. As discussed below, Mistic's mid-term
cash incentive plan is presently in the process of being developed. In
addition, pursuant to the Weinstein Employment Agreement, Mistic granted to
Mr. Weinstein a stock appreciation right ("Weinstein SAR") with respect to
4.85% of the then outstanding shares of Mistic's common stock plus the
equivalent shares represented by the Weinstein SAR and stock appreciation
rights granted to another executive officer of Mistic and to Mistic's
lender. The Weinstein SAR has an appreciation base of $28,636.88 per share
and may be exercised at any time after vesting but prior to the tenth
anniversary of the date of grant. One-ninth of the Weinstein SAR vested on
January 1, 1996, and an additional one-ninth of the Weinstein SAR will vest
on each of January 1, 1997 and January 1, 1998. The remaining two-thirds
of the Weinstein SAR will vest over a three year period of time to the
extent that Mistic achieves certain performance targets during such period.
The Weinstein SAR vests immediately and in its entirety in the event of
Weinstein's death, continued illness or the termination of Weinstein's
employment by Mistic without good cause (as defined in the Weinstein
Employment Agreement).
In addition, should Mistic elect to terminate Mr. Weinstein's
employment without good cause, the Weinstein Employment Agreement provides
that Mr. Weinstein will receive an amount equal to the sum of (i) the
greater of (x) his base salary for one year and (y) the entire amount of
base salary that would be payable to Mr. Weinstein under the Weinstein
Employment Agreement through the last day of the then current term plus any
earned but unpaid base salary, vacation or annual bonus in respect of a
prior year owing to Mr. Weinstein's accrued with respect to the period
prior to the termination and (ii) Mr. Weinstein's annual bonus for the year
in which such termination occurs to the extent that the performance goals
for that year are met. The Weinstein Employment Agreement provides that,
in the event of a change in control of Mistic or any parent of Mistic, Mr.
Weinstein may terminate his employment with Mistic within twelve months
following such change in control (so long as such termination results from
any meaningful diminution of Mr. Weinstein's duties, authority or
compensation) and receive the same payments that he would have been
entitled to receive had his employment been terminated by Mistic without
good cause. Furthermore, if a change in control occurs and Triarc has
realized certain specified internal rate of return on the disposition of
its equity investment in Mistic as of the date of such change in control,
then the Weinstein SAR will immediately vest in its entirety. The
definition of a "change in control" in the Weinstein Employment Agreement
is analogous to the definition in the Carson Employment Agreement.
Brian L. Schorr. On June 29, 1994, Triarc and Brian L. Schorr entered
into an employment agreement (the "Schorr Employment Agreement" and
collectively with the Carson Employment Agreement, the Paliughi Employment
Agreement, the Pierce Employment Agreement and the Weinstein Employment
Agreement, the "Employment Agreements") providing for employment of Brian
L. Schorr as Executive Vice President and General Counsel of Triarc having
an initial term which expires on June 28, 2000, unless not later than June
29, 1998 either party notifies the other that it does not wish to have the
term extended beyond June 28, 2000. The Schorr Employment Agreement
provides for an annual base salary of $312,500, which is subject to
increase, but not decrease. Mr. Schorr is also eligible to receive annual
incentive bonuses. The Schorr Employment Agreement also provides that if
Mr. Schorr dies during the term of the Agreement, his legal representative
will be entitled to receive an amount calculated at an annual rate equal to
the sum of (i) Mr. Schorr's then current base salary plus (ii) $250,000
(such aggregate amount is collectively referred to as the "Base Amount")
for the remaining term of the agreement, if Triarc is able to procure, at a
reasonable rate, term insurance on Mr. Schorr's life to pay such
obligation, or if Triarc is not able to procure such insurance, an amount
calculated at the annual rate of the Base Amount for the three-month period
following Mr. Schorr's death. Triarc has obtained such insurance to fund
this obligation at an annual premium of approximately $3,000. Pursuant to
the Schorr Employment Agreement, if Mr. Schorr's employment terminates for
any reason other than cause (as defined in the Schorr Employment
Agreement), options and restricted stock awards previously granted to Mr.
Schorr will immediately vest in their entirety and remain exercisable for a
period of one year following the date of such termination. The Schorr
Employment Agreement also provides that if Triarc terminates Mr. Schorr's
employment without cause, Mr. Schorr will receive a lump sum payment
(discounted to present value) in an amount equal to (i) all base salary
amounts due for the year of termination and for each remaining year of the
Schorr Employment plus (ii) an amount equal to the number of years to the
end of the Schorr Employment Agreement multiplied by $250,000. The Schorr
Employment Agreement further provides that at the option of Mr. Schorr, the
Schorr Employment Agreement shall be deemed to have been terminated by
Triarc without cause following a change in control. A "change in control"
is defined to mean: (i) the acquisition by any person of more than 50% of
the combined voting power of the outstanding securities entitled to vote
generally in the election of directors of Triarc, followed by, without the
prior consent of Mr. Schorr, any meaningful diminution in his duties or
authority; (ii) a majority of the Board of Directors of Triarc being
individuals who are not nominated by the Board of Directors of Triarc,
followed by, without the prior consent of Mr. Schorr, any meaningful
diminution in his duties or authority; (iii) neither Messrs. Peltz or May
being Chairman and Chief Executive Officer and President and Chief Operating
Officer, respectively, of Triarc; or (iv) Mr. Schorr reporting to someone
other than either Mr. Peltz or Mr. May. The acquisition or ownership of
any portion of the combined voting power of Triarc by DWG Acquisition,
Nelson Peltz or Peter W. May or by any person affiliated with such persons,
or the merger, consolidation or sale of assets of Triarc or any subsidiary
of Triarc with or to any corporation or entity controlled by DWG
Acquisition, Nelson Peltz or Peter W. May or any person affiliated with
such persons, does not constitute a change in control.
Cash Incentive Plans
Triarc has developed annual cash incentive plans (each, an "Annual
Incentive Plan") and mid-term cash incentive plans (each, a "Mid-Term
Incentive Plan") for executive officers and key employees of each of Royal
Crown, Mistic, Arby's and National Propane.
Each Annual Incentive Plan is designed to provide annual incentive
awards to participants, 50% of which are based on whether the applicable
company has met certain pre-determined goals and 50% of which is based on
the performance of the participant during the preceding year. Under each
Annual Incentive Plan, participants may receive awards of a specified
percentage of their then current base salaries, which percentage varies
depending upon the level of seniority and responsibility of the
participant. Such percentage is set by the company's management in
consultation with management of Triarc. The board of directors of each
company, in consultation with management of Triarc and the Compensation
Committee of the Triarc Board of Directors, may elect to adjust awards on a
discretionary basis to reflect the relative individual contribution of the
executive or key employee, to evaluate the "quality" of the company's
earnings or to take into account external factors that affect performance
results. The board of directors of each company may also decide that
multiple performance objectives related to the company's and/or the
individual's performance may be appropriate and in such event, such factors
would be weighted in order to determine the amount of the annual incentive
awards. Each Annual Incentive Plan is administered by the respective
company's board of directors and Triarc's management and may be amended or
terminated by such board of directors and Triarc's management at any time.
Pursuant to their Employment Agreements, the Annual Incentive Plans of
Royal Crown, National Propane and Arby's enable Messrs. Carson, Paliughi
and Pierce, respectively, to earn up to 75% of their then-current base
salaries based on achievement of their respective individual and company
performance goals. Pursuant to the Weinstein Employment Agreement, the
Annual Incentive Plan of Mistic enables Mr. Weinstein to earn up to 50% of
his base salary based upon Mistic's achievement of company performance
goals and up to an additional 50% of his base salary in the event that
Mistic exceeds such goals and the Compensation Committee of the Board of
Directors of Triarc determines to award such a bonus.
Under each Mid-Term Incentive Plan, incentive awards are granted to
participants if the applicable company achieves an agreed upon profit over
a three year performance cycle (in the case of Mistic, profit is measured
over a five year performance cycle). During each plan year, an amount is
accrued for each participant based upon the amount by which the relevant
company's profit for such year exceeds a certain minimum return. A new
three-year performance cycle (and, in the case of Mistic, a new five year
performance cycle) begins each year, such that after the third year (and,
in the case of Mistic, after the fifth year) the annual cash amount paid to
participants pursuant to the relevant Mid-Term Incentive Plan should equal
the target award if their respective company's profit goals have been
achieved for the full three-year cycle (and, in the case of Mistic, the
full five year cycle). Except as set forth in the Employment Agreements,
the board of directors of each company, together with Triarc's management
and the Compensation Committee of Triarc's Board of Directors, may adjust,
upward or downward, an individual's award based upon an assessment of the
individual's relative contribution to the company's longer-term profit
performance. The board of directors and Triarc's management may amend or
terminate the Mid-Term Incentive Plan for such company at any time.
Pursuant to the terms of their Employment Agreements, the Mid-Term
Incentive Plans of Royal Crown, National Propane and Arby's enable Messrs.
Carson, Paliughi and Pierce to earn an amount at least equal to 75% of
their then-current base salary if Royal Crown, National Propane or Arby's,
as the case may be, achieves the agreed-upon profit over a three-year
performance cycle. For Mr. Carson, amounts accrued with respect to 1993 and
1994 were $72,917 and $125,000, respectively. Mr. Pierce is entitled to
have accrued for 1993 a guaranteed minimum of 80% of the annualized target
for the portion of 1993 that he was employed by Arby's (i.e., at least
$40,833 based on a May 31, 1993 commencement date).
From time to time, the Compensation Committee of the Triarc Board may
award discretionary bonuses based on performance to certain executive
officers. The amounts of such bonuses will be based on the Compensation
Committee's evaluation of each such individual's contribution.
1993 Equity Participation Plan
The Equity Participation Plan was adopted on April 24, 1993, amended
and restated on July 22, 1993, and, as amended and restated, was approved
by Triarc's stockholders on October 27, 1993. The Equity Participation Plan
was also amended on April 19, 1994, with further amendments which were
approved by Triarc's stockholders on June 9, 1994 and on June 8, 1995. In
addition, the Equity Participation Plan was amended by the Triarc Board
during 1995, which amendments did not require stockholder approval. It
expires by its terms on April 24, 1998. The plan provides for the grant of
options to purchase Class A Common Stock (including performance stock
options, which are described in "Report of the Compensation Committee --
Adoption of CEO and COO Compensation Arrangements" above), SARs, restricted
shares of Class A Common Stock and, to non-employee directors of Triarc, at
their option, shares of Class A Common Stock in lieu of annual retainer
fees and/or Board of Directors or committee meeting attendance fees that
would otherwise be payable in cash. Directors, selected officers and key
employees of, and key consultants to, Triarc and its subsidiaries are
eligible to participate in the plan. The plan is being administered by the
Compensation Committee of the Triarc Board, which will determine from time
to time to grant options, SARs and restricted stock.
On March 1, 1994, each of Messrs. Kalvaria, Carson, Paliughi and
Pierce received restricted shares of Class A Common Stock, which shares
were granted in respect of their respective performance during TP and to
incentivize their future performance (each, a "1994 RSA"). In addition, on
July 26, 1994, Mr. Schorr received restricted shares (the "Schorr RSA") of
Class A Common Stock in connection with the Schorr Employment Agreement and
to incentivize his future performance. Each 1994 RSA (other than those
granted to Mr. Paliughi) and the Schorr RSA are set forth in the Summary
Compensation Table above. All of the 1994 RSAs and the Schorr RSA vested on
January 16, 1996. In connection with the sale of substantially all of the
textile assets of Graniteville Company, the Compensation Committee of the
Triarc Board determined that effective as of the closing of such sale, each
of the stock options previously granted to certain employees of
Graniteville Company which have not vested as of such date will vest in
their entirety and all such stock options will remain exercisable until
December 31, 1996.
Miscellaneous
Messrs. Carson, Paliughi, Pierce, Weinstein, Schorr and Kalvaria are
entitled pursuant to their respective Employment and Consulting Agreements
to participate in other long-term compensation and life insurance,
disability and medical plans made generally available to senior officers of
Royal Crown, National Propane, Arby's, Mistic and Triarc, respectively.
Messrs. Carson, Paliughi, Pierce and Weinstein also will be provided the
use of a car and other customary benefits during the terms of their
respective agreements. Pursuant to Triarc's employment-related relocation
policy, which is applicable to each of the Named Officers and other senior
officers of Triarc, an officer's compensation will be increased to the
extent necessary to cause all employment-related relocation expenses to be
fully reimbursed on a "after tax" basis. One executive of Mistic, other
than Mr. Weinstein, received a stock appreciation right with respect to
4.85% of the then outstanding shares of Mistic's common stock plus the
equivalent shares represented by the Weinstein SAR, such other executive's
stock appreciation right and another stock appreciation right granted to
Mistic's lender. All of the terms of such executive's stock appreciation
right are virtually identical to those of the Weinstein SAR. For
additional information regarding the Weinstein SAR, see "Employment
Arrangements with Executive Officers -- Michael Weinstein" above.
Options Granted in Respect of Fiscal 1995
The following table sets forth certain information with respect to
options to purchase shares of Class A Common Stock granted to the Named
Officers in respect of Fiscal 1995 performance. No tandem or freestanding
SARs were granted to any of the Named Officers, and no stock options were
exercised by any Named Officer during Fiscal 1995.
<PAGE>
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Individual Grants Grant Date
- ---------------------------------------------------------------- Value
Number of % of Total -----------
Securities Options Granted to Exercise Grant Date
Underlying Employees in or Base Present
Options Respect of Price Expiration Value
Name Granted(#) Fiscal 1995 ($/Sh) Date ($)(1)
- ------------------ ----------- -------------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Nelson Peltz....... 150,000(3)(4) 13.24% 10.125 12/7/05 833,880
Peter W. May....... 100,000(3)(4) 8.83 10.125 12/7/05 555,920
Leon Kalvaria (2).. 60,000(3)(4) 5.30 10.125 12/7/05 333,552
John C. Carson..... 25,000(3)(4) 2.21 10.125 12/7/05 138,980
Donald L. Pierce... 35,000(3)(4) 3.09 10.125 12/7/05 194,572
Joseph A. Levato... 30,000(3)(4) 2.65 10.125 12/7/05 166,776
Brian L. Schorr.... 30,000(3)(4) 2.65 10.125 12/7/05 166,776
- ----------------
</TABLE>
PAGE
<PAGE>
(1) These values were calculated using a Black-Scholes option pricing
model. The actual value, if any, that an executive may realize will
depend on the excess, if any, of the stock price over the exercise
price on the date the options are exercised, and no assurance exists
that the value realized by an executive will be at or near the value
estimated by the Black-Scholes model. The following assumptions were
used in the calculations:
(a) assumed option term of 7.5 years;
(b) stock price volatility factor of 0.4644;
(c) 5.7% annual discount rate;
(d) no divident payment; and
(e) 3% discount to Black-Scholes ratio for each year an option remains
unvested.
(2) Mr. Kalvaria resigned from the Board of Directors and as Vice Chairman
of the Company, effective January 1, 1996. As described above,
pursuant to the Kalvaria Consulting Agreement, all of the options were
vested in full as of January 1, 1996 and will remain exercisable for a
period of eighteen months from January 1, 1996.
(3) These options were granted on December 7, 1995 and have an exercise
price equal to the closing price of the Class A Common Stock on the
New York Stock Exchange on December 7, 1995.
(4) One-third of the options granted will vest on each of the first,
second and third anniversaries of the date of grant, and the options
will be exercisable at any time between the date of vesting and the
tenth anniversary of the date of grant.
Option Values at End of Fiscal 1995
The following table sets forth certain information concerning the
value at the end of Fiscal 1995 of unexercised in-the-money options to
purchase shares of Class A Common Stock granted to the Named Officers
outstanding as of the end of Fiscal 1995. No SARs have been granted to any
of the Named Officers.
<PAGE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at Fiscal at Fiscal
Shares 1995 1995
Acquired End(#) End($)(1)
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
- ---------------------- ----------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
Nelson Peltz........... -0- -0- 585,000/2,580,000 40,000/151,250
Peter W. May........... -0- -0- 389,999/1,720,001 26,667/100,834
Leon Kalvaria (2)...... -0- -0- 166,667/513,333 13,334/59,167
John C. Carson......... -0- -0- 16,667/208,333 4,167/30,208
Donald L. Pierce....... -0- -0- 16,667/168,333 4,167/38,958
Joseph A. Levato....... -0- -0- 63,334/76,666 5,000/28,750
Brian L. Schorr........ -0- -0- 38,334/86,666 3,334/27,417
- ---------
</TABLE>
PAGE
<PAGE>
1) On December 29, 1995, the last day of Fiscal 1995, the closing price
of the Class A Common Stock on the New York Stock Exchange was $11.00.
As described above, pursuant to the Kalvaria Consulting Agreement,all
of the options issued to Mr. Kalvaria were vested in full as of
January 1, 1996 and will remain exercisable until July 1, 1997.
(2) Mr. Kalvaria resigned from the Board of Directors and as Vice Chairman
of the Company, effective January 1, 1996.
Compensation Committee Interlocks and Insider Participation
Not applicable.
Stock Price Performance Graph
TRIARC COMPANIES, INC.
Comparison of 5-Year Cumulative Total Return:
Triarc vs. S&P 500 & S&P Diversified Manufacturing
TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS
[PERFORMANCE GRAPH]
<PAGE>
<TABLE>
<CAPTION>
Base
Period
Company/Index Apr-90 Apr-91 Apr-92 Apr-93 Dec-93 Dec-94 Dec-95
- -------------------------- ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
TRIARC Class A Common Stock 100 33.33 85.70 179.74 238.07 111.89 104.75
S&P 500 INDEX 100 117.62 134.12 146.51 158.37 160.46 220.76
S&P MFG (DIVERSIFIED INDLS) 100 106.88 121.05 129.28 150.53 155.81 219.40
</TABLE>
PAGE
<PAGE>
CERTAIN TRANSACTIONS
Certain Transactions with Affiliates
Triarc subleased through January 31, 1996 from an affiliate of Messrs.
Peltz and May, approximately 26,800 square feet of furnished office space
in New York, New York owned by an unaffiliated third party. Subsequent
thereto, the Company is subleasing the same office facility from an
unrelated third party. In addition, commencing May 1993 until October
1993, Triarc also sublet from another affiliate of Messrs. Peltz and May
approximately 32,000 square feet of office space in West Palm Beach,
Florida owned by an unaffiliated landlord. Subsequent to October 1993,
Triarc assumed the lease for approximately 17,000 square feet of the office
space in West Palm Beach which expires in February 2000. The sublease for
the other approximate 15,000 square feet in West Palm Beach expired in
September 1994. The aggregate amounts paid by Triarc during Transition
1993, Fiscal 1994 and Fiscal 1995 with respect to affiliates of Messrs.
Peltz and May for such subleases, including operating expenses and net of
amounts received by Triarc for sublease of a portion of such space (see
below - $238,000, $358,000 and $357,000, respectively) were $1,510,000,
$1,620,000 and $1,350,000, respectively, which are less than the aggregate
amounts such affiliates paid to the unaffiliated landlords but represent
amounts Triarc believes it would pay to an unaffiliated third party for
similar improved office space. Messrs. Peltz and May have guaranteed to the
unaffiliated landlords the payment of rent for the 17,000 square feet of
office space in West Palm Beach and the New York office space. In June
1994, Triarc decided to centralize its corporate offices in New York City.
In connection therewith, Triarc subleased the remaining 17,000 square feet
in West Palm Beach to an unaffiliated third party in August 1994.
The Company uses aircraft owned by Triangle Aircraft Services
Corporation ("TASCO"), a company owned by Messrs. Peltz and May. Prior to
October 1, 1993 the Company paid TASCO for such uses at a rate equal to
TASCO's direct out-of-pocket expenses, with the cost of fuel, oil and
lubricants doubled. The Company incurred usage fees under this arrangement
of $754,000 and $681,000 during the fiscal year ended April 30, 1993 and
the first five months of TP, respectively. On October 1, 1993 the Company
began leasing the aircraft from TASCO for an annual rent of $2,200,000 plus
indexed cost of living adjustments. Effective October 1, 1994 the original
rent was reduced $400,000 reflecting the termination of the lease for one
of the aircrafts which was sold. In connection with the sale of the
aircraft the Company paid $130,000 of related costs on behalf of TASCO. In
connection with such lease the Company had rent expense of $550,000,
$2,100,000 and $1,910,000 for the last three months of TP, and for Fiscal
1994 and Fiscal 1995, respectively. Pursuant to this arrangement, the
Company also pays the operating expenses of the aircraft directly to third
parties.
For certain transactions involving Mr. Kalvaria, see "Employment
Arrangements with Executive Officers -- Leon Kalvaria" above.
PROPOSAL 2.
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Introduction
The Board of Directors has selected Deloitte & Touche LLP ("Deloitte")
to be the Company's independent certified public accountants for 1996.
Deloitte has acted as the Company's independent certified public
accountants since June 9, 1994. On such date, the Company dismissed its
previous independent certified public accountant, Arthur Andersen & Co.
(the "Former Accountants"), which decision was recommended by the Audit
Committee of the Board of Directors. The Company's management felt that
the retention of Deloitte would further signify the change in management of
the Corporation following the April 1993 change of control.
During the fiscal year ended April 30, 1993, the eight month
transition period ended December 31, 1993, the three month period ended
March 31, 1994 and subsequent thereto through June 9, 1994, (i) there were
no "reportable events" (as such term is described in Item 304(a)(1)(v) of
Regulation S-K) and (ii) the Former Accountant's reports on the
consolidated financial statements of the Company during such periods did
not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. In addition, with respect to the fiscal year ended April 30,
1993, the eight month transition period ended December 31, 1993, the three
month period ended March 31, 1994 and subsequent thereto through June 9,
1994, management of the Company knows of no disagreements with the Former
Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the Former
Accountant, would have caused the Former Accountant to make a reference to
the subject matter of the disagreement(s) in connection with its report.
Representatives of Deloitte will be present at the Meeting with the
opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
Required Vote
Ratification of the appointment of the independent certified public
accountant requires the affirmative vote of a majority in voting power
present (in person or by proxy) and entitled to vote at the Meeting. In
the event that the Company's stockholders fail to ratify the appointment of
Deloitte, the selection of the Company's independent certified public
accountants will be submitted to the Company's Board of Directors for
reconsideration.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS.
OTHER MATTERS
Expenses of Solicitation
The cost of soliciting proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mails, some of the
officers, directors and regular employees of the Company and its
subsidiaries, none of whom will receive additional compensation therefor,
may solicit proxies in person or by telephone, telegraph or other means.
Solicitation will also be made by employees of Georgeson & Company, which
firm will be paid a fee of $8,000, plus expenses. As is customary, the
Company will, upon request, reimburse brokerage firms, banks, trustees,
nominees and other persons for their out-of-pocket expenses in forwarding
proxy materials to their principals.
Stockholder Proposals for the 1997 Annual Meeting
From time to time, stockholders present proposals which may be proper
subjects for inclusion in the proxy statement and for consideration at the
Annual Meeting. To be considered, proposals must be submitted on a timely
basis. Proposals for the 1997 Annual Meeting must be received by the
Company no later than January 1, 1997, and must otherwise comply with Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Triarc's Certificate of Incorporation currently imposes certain
additional procedural requirements for submitting stockholder proposals to
meetings of stockholders. Any such proposals must be specified in a written
notice given by or on behalf of a stockholder of record on the record date
for such meeting entitled to vote thereat or a duly authorized proxy for
such stockholder, in accordance with all of the following requirements.
Such notice must be delivered personally to, or mailed to and received at,
the principal executive office of the Company addressed to the attention of
the Secretary, not less than 45 days nor more than 60 days prior to the
meeting; provided, however, that in the event that less than 55 days'
notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual or special meeting was
mailed or such public disclosure was made, whichever first occurs. Such
notice must set forth (i) a full description of each such item of business
proposed to be brought before the meeting and the reasons for conducting
such business at such meeting, (ii) the name and address of the person
proposing to bring such business before the meeting, (iii) the class and
number of shares held of record, held beneficially and represented by proxy
by such person as of the record date for the meeting (if such date has then
been made publicly available) and as of the date of such notice, (iv) if
any item of such business involves a nomination for director, all
information regarding each such nominee that would be required to be set
forth in a definitive proxy statement filed with the SEC pursuant to
Section 14 of the Exchange Act, or any successor thereto, and the written
consent of each such nominee to serve if elected, (v) any material interest
of the stockholder in such item of business and (vi) all other information
that would be required to be filed with the SEC if, with respect to the
business proposed to be brought before the meeting, the person proposing
such business was a participant in a solicitation subject to Section 14 of
the Exchange Act, or any successor thereto. The Company may require a
proposed nominee for director to furnish such other information as may be
required to be set forth in a stockholder's notice of nomination which
pertains to the nominee or which may be reasonably required to determine
the eligibility of such proposed nominee to serve as a director of the
Company. At the request of the Board of Directors, any individual nominated
by the Board of Directors for election as a director shall furnish to the
Secretary of the Company that information required to be set forth in a
stockholder's notice of nomination which pertains to a nominee. The
Nominating Committee has adopted certain rules with respect to nominations
for Board membership. See "Proposal 1. Election of Directors -- Board
Meetings and Certain Committees of the Board -- Nominating Committee"
above. The Chairman of the meeting may, if the facts warrant, determine
that a nomination or stockholder proposal was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so declare
to the meeting and the defective nomination or proposal shall be
disregarded. Any questions relating to stockholder proposals should be
submitted in writing to the Secretary of the Company, at 900 Third Avenue,
New York, New York 10022.
Information Incorporated by Reference
The Company hereby incorporates by reference into this Proxy Statement
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" of the 10-K, a copy of which is being provided to
stockholders along with this Proxy Statement.
By Order of the Board of Directors
STUART I. ROSEN
Secretary
New York, New York
April 29, 1996
<PAGE>
TRIARC COMPANIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
The Board of Directors recommends a vote FOR the election of the nominees
named below and FOR Proposal 2.
1. Election of Directors: Nominees: Nelson Peltz, Peter W. May, Joseph
A. Levato, Hugh L. Carey, Clive Chajet, Stanley R. Jaffe, M.L.
Lowenkron, David E. Schwab II, Raymond S. Troubh and Gerald Tsai, Jr.
FOR [ ] WITHHOLD [ ] FOR ALL (Except Nominee (s) Written Below)
----------------------------------
2. Proposal to ratify the appointment of Deloitte & Touche LLP as the
Company's independent certified public accountants, as described in
the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy
will be voted FOR the election of the nominees named above and FOR proposal
2.
Dated:
-------------------------
Signature(s)
-------------------------------
-------------------------------
This Proxy should bear your signature(s) exactly as your name(s) appear in
the label to the left. When signing as attorney, executor, administrator,
personal representative, trustee, guardian or corporate officer, please
give full title. For joint accounts, each joint owner should sign.
<PAGE>
PROXY TRIARC COMPANIES, INC. PROXY
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Nelson Peltz and Peter W. May and each
of them, with power of substitution, attorneys and proxies to represent and
to vote all shares of Class A Common Stock of Triarc Companies, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of Triarc Companies, Inc. to be held on June 6, 1996 at
11:00 A.M., local time, in the third floor auditorium of Chase Manhattan
Bank, N.A., 270 Park Avenue, New York, New York, and at any adjournments or
postponements thereof.
Under the Company's By-Laws, business transacted at the Annual Meeting
of Stockholders is confined to the purposes stated in the Notice of the
Meeting. This Proxy will, however, convey discretionary authority to the
persons named herein as proxies to vote on matters incident to the conduct
of the Meeting.
PLEASE DATE, SIGN AND RETURN TODAY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
