- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 2)
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _____________ TO ______________.
COMMISSION FILE NUMBER 1-2207
------------------------
TRIARC COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 38-0471180
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 451-3000
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- -------------------------------------- --------------------------------
CLASS A COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the outstanding shares of the registrant's
Class A Common Stock (the only class of the registrant's voting securities) held
by non-affiliates of the registrant was approximately $286,000,000 as of March
15, 1997. There were 24,112,109 shares of the registrant's Class A Common Stock
and 5,997,622 shares of the registrant's Class B Common Stock outstanding as of
March 15, 1997.
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<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
(A) IDENTIFICATION OF DIRECTORS
Certain information regarding each current director of Triarc Companies,
Inc. (the "Company" or "Triarc"), including his principal occupation during the
past five years and current directorships, is set forth below. Unless otherwise
indicated, all directors 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") and a
director of National Propane Corporation
("NPC"), the managing general partner of
National Propane Partners, L.P. (the
"Partnership"), a distributor of liquefied
petroleum gas. Since April 1997 Mr. Peltz
has also served as Chairman of the Board of
NPC. He is also a general partner of DWG
Acquisition Group, L.P. ("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. Mr.
Peltz is 54 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
<PAGE>
Company's subsidiaries, including RCAC and a
director of NPC. Since April, 1997, Mr. May
has also served as Vice Chairman of NPC. 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. Mr. May is 54 years of
age.
<PAGE>
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 78 years
of age.
Clive Chajet...................... Mr. Chajet has been a director of the
Company since June 9, 1994. He has
been Chairman of Chajet Consultancy,
L.L.C., a consulting firm specializing
in identity and image management,since
January 1997. Prior thereto, Mr.
Chajet was Chairman of Lippincott &
Margulies Inc., also a consulting firm
specializing in identity and image
management, from 1983 to January 1997.
Mr. Chajet is 60 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 56 years of age.
Joseph A. Levato.................. Mr. Levato has been a director of the
Company since June 6, 1996. Mr. Levato
served as Executive Vice President and
Chief Financial Officer of Triarc from
April 24, 1993 to August 1996. He also
served as Executive Vice President and
<PAGE>
Chief Financial Officer of certain of
Triarc's subsidiaries, including RCAC,
from April 24, 1993 to August 1996.
Prior to April 1993, 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 56 years of
age.
M. L. Lowenkron................... Mr. Lowenkron has been a director of
the Company since June 9, 1994. He
served as the President and Chief
Executive Officer of G. Heileman
Brewing Company ("Heileman") from
January 9, 1995 until June 30, 1996.
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.,
DePuy, Inc., International Home Foods,
Inc. and The National Easter Seals
Society. Mr. Lowenkron is 65 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 65 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
Systems, Inc., General American
Investors Company, Manville
Corporation, Olsten Corporation,
Petrie Stores Corporation,
Time Warner Inc., and WHX Corporation.
Mr. Troubh is 71 years of age.
<PAGE>
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 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 68 years of age.
(B) IDENTIFICATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of Triarc, all of whom (other than John C. Carson, who is a British
citizen) are U.S. citizens.
NAME AGE POSITIONS
- -------------- ----- -------------------------------------
Nelson Peltz 54 Director; Chairman and Chief Executive
Officer
Peter W. May 54 Director; President and Chief Operating
Officer
Michael Weinstein 48 Chief Executive Officer of the Triarc
Beverage Group
John C. Carson 51 Chairman of the Triarc Beverage Group
Roland C. Smith 42 President of the Triarc Restaurant Group
Ronald D. Paliughi 53 President and Chief Executive Officer of
National Propane Corporation
Brian L. Schorr 38 Executive Vice President, General
Counsel, and Assistant Secretary
John L. Barnes, Jr. 49 Senior Vice President and Chief Financial
Officer
John L. Cohlan 40 Senior Vice President -- Corporate
Finance
Eric D. Kogan 33 Senior Vice President -- Corporate
Development
Francis T. McCarron 40 Senior Vice President -- Taxes
Martin M. Shea 53 Senior Vice President -- Corporate
<PAGE>
Communications
Stuart I. Rosen 37 Vice President and Associate General
Counsel, and Secretary
Fred H. Schaefer 52 Vice President and Chief Accounting
Officer
Set forth below is certain additional information concerning the persons
listed above (other than Messrs. Peltz and May, for whom such information has
been provided under "Identification of Directors" above).
Michael Weinstein has served as Chief Executive Officer of the Triarc
Beverage Group and Royal Crown since October 1996. Mr. Weinstein has also served
as Chief Executive Officer of Mistic Brands, Inc. ("Mistic") since August 9,
1995, when Mistic was acquired by Triarc. Prior to August 1995, 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.
John C. Carson has been Chairman of the Triarc Beverage Group since
October 1996. Prior thereto, he had served as President and Chief Executive
Officer of Royal Crown Company, Inc. from April 24, 1993 to October 1996.
Prior to April 1993, Mr. Carson was President of Cadbury Beverages, North
America, a subsidiary of Cadbury Schwepps, PLC, where he was also a member of
Cadbury Beverages Global Board. Mr. Carson was President of Schwepps N.A. from
1984 to 1988, vice president of sales and marketing of Schwepps Bottling U.K.
and Cadbury U.K. from 1964 to 1981.
Roland C. Smith has been President of the Triarc Restaurant Group (Arby's,
Inc.) since February 1997. Prior thereto, Mr. Smith had served in various
positions at Arby's, Inc. since July 1994 (last serving as Senior Vice President
and General Manager of Arby's, Inc. since August 1996). From January 1992 to
July 1994, Mr. Smith served in various positions at KFC International, last
serving as General Manager - Western Canada.
Ronald D. Paliughi has been President and Chief Executive Officer of NPC,
the managing general partner of the Partnership, 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
<PAGE>
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.
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. Barnes, Jr. has been Senior Vice President and Chief Financial
Officer of Triarc since August 1996 and was Senior Vice President of Triarc from
April 1996 to August 1996. Prior thereto, Mr. Barnes had served as Executive
Vice President and Chief Financial Officer of Graniteville Company (which was
sold by the Company in April 1996) for more than five years.
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
1989 until 1991, he was a principal of The Palmer Group, Inc., a firm
specializing in corporate restructurings, particularly in the hotel industry.
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.
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
<PAGE>
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.
(C) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
Not applicable.
(D) FAMILY RELATIONSHIPS
Not applicable
(E) BUSINESS EXPERIENCE
The business experience of the executive officers who are also directors
of the Company is set forth in "Item 10(a) - Identification of Directors" and
the business experience of those executive officers who are not also directors
of the Company is set forth under "Item 10(b)--Identification of Executive
Officers." The directorships held by each director of the Company in any company
with a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or subject to Section 15(d) of such Act or any
company registered as an investment company under the Investment Company Act of
1940, as amended, is set forth in Item 10(a). The information set forth in such
Items 10(a) and 10(b) is hereby incorporated herein in its entirety by
reference.
(F) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of the Company's knowledge, no current director or executive
officer of the Company has been involved during the past five years in any legal
proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K
of the Securities and Exchange Commission.
(G) PROMOTERS AND CONTROL PERSONS
Not applicable.
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
<PAGE>
1996 except for the following inadvertent omission: Mr. Smith did not file his
initial ownership report on a timely basis. When this inadvertent omission was
discovered, Mr. Smith promptly filed the appropriate report.
ITEM 11. EXECUTIVE COMPENSATION
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 Company's 1993 Equity Participation
Plan (the "Equity Participation Plan") with respect to the year ended December
31, 1994, the year ended December 31, 1995 and the year ended December 31, 1996
to Triarc's Chairman and Chief Executive Officer, President and Chief Operating
Officer and to three of the other executive officers of Triarc who constituted
Triarc's most highly compensated executive officers during 1996.
Messrs. Peltz and May serve as directors and officers of Triarc and
several of its subsidiaries, and Messrs. Schorr, Cohlan and Kogan serve as
officers of Triarc and several of its subsidiaries. All compensation set forth
in the Summary Compensation Table for Messrs. Peltz, May, Schorr, Cohlan and
Kogan was paid by Triarc and represents amounts paid for services rendered to
Triarc and its subsidiaries. All non-cash awards granted to any Named Officer
were made by Triarc. Additional information with respect to the compensation
arrangements for the Chairman and Chief Executive Officer and the Named Officers
is set forth below under "Certain Employment Arrangements with Executive
Officers."
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
----------------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) COMPENSATION($)
- ----------------------------- ------ --------- -----------------------
Nelson Peltz .................... 1996 1 2,000,000(1) 339,490 (12)
Chairman and Chief Executive 1995 1 -- 839,923 (9)
Officer of Triarc 1994 1 -- 913,406 (4)
Peter W. May ................. 1996 1 1,000,000(1) 164,469 (13)
President and Chief Operating 1995 1 -- 53,310 (10)
Officer of Triarc 1994 1 -- 97,019 (5)
Brian L. Schorr ............... 1996 312,500 450,000(8) (6)
Executive Vice President and 1995 312,500 275,000 (6)
General Counsel of Triarc 1994 237,404 538,000(11) (6)
John L. Cohlan ............... 1996 250,000 575,000(8) (6)
Senior Vice President -- 1995 250,000 265,000 (6)
Corporate Finance of Triarc 1994 250,000 300,000 (6)
Eric D. Kogan................. 1996 250,000 450,000(8) (6)
Senior Vice President -- 1995 100,000 300,000 (6)
Corporate Development of Triarc 1994 100,000 300,000 (6)
<PAGE>
LONG TERM COMPENSATION
--------------------------------------------
AWARDS PAYOUTS
---------------- -------
RESTRICTED SECURITIES
STOCK UNDERLYING LTIP
NAME AND AWARDS(S) OPTIONS/SARS PAYOUTS ALL OTHER
PRINCIPAL POSITION ($)(3) (#)(3) ($)(3) COMPENSATION($)
- -------------------- ---------- ------------ ------- --------------
Nelson Peltz......... -- 175,000 -- --
Chairman and Chief -- 150,000 -- --
Executive Officer -- 2,340,000 (2) -- --
of Triarc
Peter W. May ........ -- 125,000 -- --
President and Chief -- 100,000 -- --
Operating Officer -- 1,560,000 (2) -- --
of Triarc
Brian L. Schorr ..... -- 120,000 57,500 7,115(7)
Executive Vice President -- 30,000 -- 4,188(7)
and General Counsel 78,750 95,000 -- --
of Triarc
John L. Cohlan ...... -- 50,000 143,750 5,250(14)
Senior Vice President -- -- 25,000 -- 5,250(14)
Corporate Finance of Triarc -- 18,000 -- 3,710(14)
Eric D. Kogan........ -- 150,000 69,000 5,250(14)
Senior Vice President -- -- 30,000 -- 4,067(14)
Corporate Development of Triarc -- 14,000 -- 3,375(14)
<PAGE>
- ---------
(1) Represents special bonuses paid to Messrs. Peltz and May in connection
with the completion of certain transactions. One-half of Mr. Peltz' bonus
was paid in August 1996 and one-half was paid in March 1997.
(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 "Certain 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. The value of the restricted stock awards is
based upon the closing price of Class A Common Stock on the New York Stock
Exchange ("NYSE") on the date of grant. Based upon the closing price of
Class A Common Stock on the NYSE on December 31, 1996 (the last trading
day of 1996) of $11.50, the number and value (the "LTIP Payout" amount set
forth in the Summary Compensation Table) of the aggregate restricted stock
holdings of the Named Officers were as follows: Mr. Schorr--5,000 shares
with a value of $57,500; Mr. Cohlan--12,500 shares with a value of
$143,750; and Mr. Kogan--6,000 shares with a value of $69,000. On January
16, 1996, the restrictions on all previously granted restricted stock
awards lapsed.
10
<PAGE>
Holders of restricted shares are entitled to receive any dividends
attributable to such shares. The exercise price of each option granted in
respect of 1996 (which were granted on March 20, 1997), is $12.54 (85% of
the closing price of Triarc's Class A Common Stock on the date of grant).
Such options vest one-third per year on each of the first, second and
third anniversaries of the date of grant and will expire on the tenth
anniversary of the date of grant.
(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) 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."
(7) Includes $3,128 contributed to 401(k) plan by Triarc on behalf of Mr.
Schorr in each of 1995 and 1996 and $1,060 and $3,987 of other
compensation paid by Triarc in an amount equal to premiums for term life
insurance in 1995 and 1996, respectively.
(8) Includes special bonuses paid to each of Messrs. Schorr, Cohlan and Kogan
in connection with the completion of certain transactions. In March 1997,
Messrs. Schorr and Kogan chose to receive additional stock options instead
of cash bonuses that might otherwise have been granted to them. Such stock
options are included under the heading "Long Term Compensation -
Securities Underlying Options/SARs."
(9) Includes relocation costs of $785,000 and fees paid by Triarc on behalf of
Mr. Peltz for tax and financial planning services.
(10) Includes fees of $40,000 paid by Triarc on behalf of Mr. May for tax and
financial planning services.
(11) 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.
(12) Includes charges of $225,668 relating to use of corporate aircraft.
(13) Includes charges of $98,729 relating to use of corporate aircraft.
(14) Represents amounts contributed to 401(k) plan by Triarc on behalf of the
Named Officer.
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 "Certain Executive Compensation -- Employment Arrangements with Executive
Officers" below for certain information relating to compensation of the
Company's management directors.
11
<PAGE>
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.
For information concerning certain fees paid to certain former directors
of Triarc and related matters, see "Item 3. Legal Proceedings" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
CERTAIN 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. Messrs. Peltz and May were granted certain
"performance options" in April 1994 (see the Company's Proxy Statement for the
1996 Annual Meeting of Stockholders). In light of their contributions to the
successful completion of certain transactions, special bonuses were awarded to
certain executive officers of the Company, including Messrs. Peltz and May. Such
bonuses are included in the Summary Compensation Table above.
Brian L. Schorr. On June 29, 1994, Triarc and Brian L. Schorr entered into
an employment agreement (the "Schorr Employment Agreement"), 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 obtained such insurance to fund this
obligation at an annual premium of approximately $3,000. Triarc has transferred
ownership of such insurance policy to a trust established by Mr. Schorr and Mr.
Schorr has, under certain circumstances, given up his right to have Triarc pay
the Base Amount after his death. 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
12
<PAGE>
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 Mr. Peltz nor Mr. 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. However, in light of certain significant corporate
events at each of the Company's principal business units, the Company is
evaluating the specific provisions of the Mid-Term Plans.
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.
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.
As noted above, the Company is currently evaluating the specific provisions of
the Mid-Term Plans.
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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, 1996 and
1997, 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 April 23, 1993 and on March 1, 1994, each of Messrs. Cohlan and Kogan
received restricted shares of Class A Common Stock, which shares were granted in
respect of their respective performance during the eight month transition period
ending December 31, 1993 and to incentivize their future performance (each, an
"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. The Schorr RSA
is set forth in the Summary Compensation Table above. All of the RSAs and the
Schorr RSA vested on January 16, 1996. In January 1996, Triarc made loans to Mr.
Cohlan and Mr. Kogan in the amount of $67,549 and $34,497, respectively, to be
used to make tax payments by them upon the vesting of their RSAs. Such loans
bore interest at an annual rate equal to the prime rate of interest and were
secured by the shares with respect to which the tax was owed. Such loans were
repaid on May 21, 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 had not vested as of such date would vest in their entirety and all such
stock options remained exercisable until December 31, 1996.
MISCELLANEOUS
Mistic has 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 each
of January 1, 1996 and January 1, 1997, and an additional one-ninth of the
Weinstein SAR will vest on 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. 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
14
<PAGE>
the date of such change in control, then the Weinstein SAR will immediately vest
in its entirety. One other executive of Mistic 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 rights are virtually identical to those of the Weinstein SAR. In
light of the reorganization of the Triarc Beverage Group and the proposed
acquisition of Snapple, the terms of the Weinstein SAR and such other
executive's stock appreciation right are in the process of being reviewed.
OPTIONS GRANTED IN 1996
No options to purchase shares of Class A Common Stock were granted to the
Named Officers during 1996 and no stock options were exercised by any Named
Officer during 1996.
OPTION VALUES AT END OF 1996
The following table sets forth certain information concerning the value at
the end of 1996 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 1996.
No SARs have been granted to any of the Named Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF UN-
UNDERLYING EXERCISED IN-THE-
UNEXERCISED MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL FISCAL YEAR-END
ACQUIRED YEAR-END 1996 1996($)(1)
ON VALUE (#) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---------------- ------------ ----------- ------------------ ---------------
Nelson Peltz...... -0- -0- 940,000/2,225,000 248,750/137,500
Peter W. May...... -0- -0- 626,667/1,483,333 165,833/ 91,667
Brian L. Schorr... -0- -0- 80,000/ 45,000 28,750/ 27,500
John L. Cohlan.... -0- -0- 67,999/ 25,001 24,958/ 22,917
Eric D. Kogan.... -0- -0- 54,000/ 25,000 24,250/ 27,500
- ---------
(1) On December 31, 1996, the closing price of the Class A Common Stock on
the New York Stock Exchange was $11.50.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership as of April 21,
1997 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 21, 1997 and
all directors and executive officers as a group.
<PAGE>
AMOUNT AND
NATURE
NAME AND ADDRESS OF OF PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS
- -------------------------- -------------- ---------------
DWG Acquisition Group, L.P .........5,982,867 shares (2) 25.0%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz .......................6,975,117 shares (2)(3)(4)(5) 28.0%
280 Park Avenue
New York, NY 10017
Peter W. May ......................6,653,000 shares (2)(3)(6) 27.1%
280 Park Avenue
New York, NY 10017
William Ehrman ....................1,500,793 shares (7)(8) 6.2%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
James McLaren
300 Park Avenue
New York, NY 10022
Hugh L. Carey ........................27,451 shares (9) *
Clive Chajet .........................27,300 shares(10) *
Stanley R. Jaffe .....................28,777 shares (9) *
Joseph A. Levato ....................148,000 shares (11) *
M. L. Lowenkron ......................22,500 shares (9) *
David E. Schwab II ...................23,000 shares (9) *
Raymond S. Troubh ....................39,500 shares (9) *
Gerald Tsai, Jr. .....................32,826 shares (12) *
Brian L. Schorr ......................86,990 shares (13) *
John L. Cohlan .......................88,833 shares (14) *
Eric D. Kogan ........................68,000 shares (15) *
Directors and Executive Officers as a group
(21 persons).....................8,594,928 shares 32.5%
<PAGE>
* Less than 1%
(1) Except as otherwise indicated, each person has sole voting and
dispositive power with respect to such shares.
(2) 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.
(3) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
Mr. May are the sole general partners.
(4) Includes 200 shares owned by a family trust of which Mr. Peltz is a
general partner and 150 shares owned by a minor son of Mr. Peltz. Mr.
Peltz disclaims beneficial ownership.
(5) Includes options to purchase 965,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
<PAGE>
(6) Includes options to purchase 643,333 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(7) The information set forth herein with respect to Messrs. Ehrman,
Greenberg, Ketcher, Gerstl and McLaren is based solely on information
contained in a Schedule 13D, dated July 16, 1996, filed pursuant to the
Securities Exchange Act of 1934, as amended.
(8) Includes an aggregate of 1,365,793 shares of Class A Common Stock that
Messrs. Ehrman, Ketcher, Gerstl, Greenberg and McLaren may be deemed to
beneficially own as general partners of EGS Associates, L.P., a Delaware
limited partnership, EGS Partners, L.L.C., a Delaware limited liability
company, Bev Partners, L.P., a Delaware limited partnership and Jonas
Partners, L.P., a Delaware limited partnership. Also includes (i) 55,150
shares of Class A Common Stock owned directly by Mr. Ehrman and 39,150
shares of Class A Common Stock owned by members of Mr. Ehrman's immediate
family; (ii) 23,600 shares of Class A Common Stock owned directly by Mr.
Ketcher and 1,100 shares of Class A Common Stock owned by a member of Mr.
Ketcher's immediate family and his mother-in-law; (iii) 2,500 shares of
Class A Common Stock owned directly by Mr. Gerstl and 8,500 shares of
Class A Common Stock owned by a member of Mr. Gerstl's immediate family;
and (iv) 2,000 shares of Class A Common Stock owned directly by Mr.
Greenberg and 3,000 shares of Class A Common Stock owned by a member of
Mr. Greenberg's immediate family.
(9) Includes options to purchase 19,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(10) Includes options to purchase 19,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997 and 1,300 shares
owned by Mr. Chajet's wife, as to which shares Mr. Chajet disclaims
beneficial ownership.
(11) Includes options to purchase 120,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(12) Includes options to purchase 22,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(13) Includes options to purchase 80,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
(14) Includes options to purchase 76,333 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997
(15) Includes options to purchase 59,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 21, 1997.
-------------------
The foregoing table does not include 5,997,622 shares of Triarc's
non-voting Class B Common Stock owned by Victor Posner and certain affiliates of
Victor Posner as a result of a Settlement Agreement dated January 9, 1995 by and
among Victor Posner, certain affiliates of Victor Posner and the Company. For
information regarding this Settlement Agreement, see "Item 1. Business --
Introduction -- New Ownership; Posner Settlement" in Triarc's Annual Report on
Form 10-K for the year ended December 31, 1995. 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 21, 1997. 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 21, 1997. Except for the
<PAGE>
arrangements relating to the shares described in footnote (2) 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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, and
through December 31, 1996, the Company subleased the same office facility from
an unaffiliated 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 Fiscal 1994, Fiscal 1995 and 1996 with respect to
affiliates of Messrs. Peltz and May for such subleases, including operating
expenses, but net of amounts received by Triarc for sublease of a portion of
such space (see below -- $358,000, $357,000 and $30,000, respectively) were
$1,620,000, $1,350,000, and $1,100,000, 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. 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.
Mr. May has an equity interest in a franchisee that owns an Arby's
restaurant in New Milford, CT. That franchisee is a party to a standard Arby's
franchise license agreement and pursuant thereto pays to Arby's fees and royalty
payments that unaffiliated third-party franchisees pay.
The Company uses aircraft owned by Triangle Aircraft Services Corporation
("TASCO"), a company owned by Messrs. Peltz and May. 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
aircraft 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 $2,100,000, $1,910,000 and $1,973,000 for 1994,
1995, and 1996, respectively. Pursuant to the lease, the Company also pays the
operating expenses of the aircraft directly to third parties.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIARC COMPANIES, INC.
(Registrant)
By: BRIAN L. SCHORR
___________________________
Brian L. Schorr
Executive Vice President
DATE: May __, 1997
<PAGE>
