UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 8)
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TRIARC COMPANIES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
895927 10 1
(CUSIP Number)
-----------------------
PETER W. MAY
C/O TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, N.Y. 10017
TEL. NO.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
OCTOBER 12, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 250.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for the
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 2 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DWG ACQUISITION GROUP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED -0- (See Item 5)
BY EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
5,982,867 (See Item 5)
9 SOLE DISPOSITIVE POWER
-0- (See Item 5)
10 SHARED DISPOSITIVE POWER
5,982,867 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,982,867 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25% (See Item 5)
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 3 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NELSON PELTZ
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 637,100 (See Item 5)
BY EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
5,982,867 (See Item 5)
9 SOLE DISPOSITIVE POWER
637,100 (See Item 5)
10 SHARED DISPOSITIVE POWER
5,982,867 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,619,767 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 4 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PETER W. MAY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 433,466 (See Item 5)
BY EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
5,982,867 (See Item 5)
9 SOLE DISPOSITIVE POWER
433,466 (See Item 5)
10 SHARED DISPOSITIVE POWER
5,982,867 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,416,333 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 895927 10 1
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AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 amends and supplements the Schedule 13D dated
October 13, 1992 (the "Original Statement"), as amended and restated by
Amendment No. 6 dated May 3, 1993 and as amended by Amendment No. 7 dated
February 14, 1996 (the Original Statement, as so amended shall be known as the
"Statement"), with respect to the Class A Common Stock (formerly Common Stock),
par value $.10 per share (the "Common Stock"), of Triarc Companies, Inc., a
Delaware corporation and successor by merger to Triarc Companies, Inc., an Ohio
corporation formerly named DWG Corporation (the "Company").
Except as set forth below, there are no changes to the information set
forth in the Statement.
Item 4. Purpose of Transaction.
Item 4 of the Statement is supplemented in the following manner:
On October 12, 1998, Messrs. Nelson Peltz and Peter W. May made a
proposal (the "Proposal") to the Board of Directors of the Company (the "Board
of Directors") to acquire, through an entity to be formed by them, all of the
shares of Common Stock and Class B Common Stock, par value $.10 per share (the
"Class B Common Stock" and, together with the Common Stock, collectively, the
"Stock"), of the Company not currently owned by DWG Acquisition Group, L.P.
("Group"). Each holder (other than Group) of the Stock
Page 5 of 16
<PAGE>
CUSIP NO. 895927 10 1
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would receive for each share of Stock $18.00 payable in cash and securities. The
specific terms of the securities will be negotiated with a Special Committee
(the "Special Committee"), formed by the Board of Directors on October 12, 1998,
to evaluate the Proposal, and will be valued on a fully distributed basis in a
normalized market. If the transaction is consummated, the Common Stock would be
delisted from the New York Stock Exchange.
The Proposal is subject to, among other things, (i) the execution of a
definitive acquisition agreement containing the terms and conditions set forth
in the proposal letter, dated October 12, 1998, from Messrs. Peltz and May to
the Company (a copy of which is attached hereto as Exhibit 1) and such other
conditions as are customary in agreements of that sort (including but not
limited to customary representations, warranties, covenants and conditions),
(ii) the approval of the transaction by the Special Committee, the Board of
Directors and the Stockholders of the Company, (iii) receipt of satisfactory
financing for the transaction, (iv) receipt of a fairness opinion from the
financial advisor to the Special Committee that indicates that the proposed
transaction is fair from a financial point of view to the Stockholders of the
Company and (v) the expiration of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. A copy of the press
release issued by the Company on October 12, 1998 is attached hereto as Exhibit
2.
Messrs. Peltz and May expressly reserve the right to modify or withdraw
the Proposal, and do not have any
Page 6 of 16
<PAGE>
CUSIP NO. 895927 10 1
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obligation to the Company or its Stockholders with respect to the Proposal,
prior to the execution and delivery of the definitive acquisition agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Statement is supplemented in the following manner:
The Company has a transferable right of first refusal with respect to
all of the shares of Class B Common Stock (the "Right"). In order to induce
Messrs. Peltz and May to make the Proposal, the Company has agreed that if the
Right is triggered and the Company determines not to exercise the Right, the
Company will immediately assign the Right to Group. A copy of the letter
agreement, dated October 12, 1998, from the Company to Messrs. Peltz and May, is
attached hereto as Exhibit 3.
Item 7. Material To Be Filed as Exhibits.
The following documents are included in this Statement as Exhibits
hereto:
1. Letter, dated October 12, 1998, from Messrs. Nelson Peltz and Peter
W. May to the Company.
2. Press release issued by the Company, dated October 12, 1998.
3. Letter, dated October 12, 1998, from the Company to Messrs. Nelson
Peltz and Peter W. May.
Page 7 of 16
<PAGE>
CUSIP NO. 895927 10 1
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: October 13, 1998
DWG ACQUISITION GROUP, L.P.
By: /s/ Nelson Peltz
--------------------
Name: Nelson Peltz
Title: General Partner
By: /s/ Peter W. May
--------------------
Name: Peter W. May
Title: General Partner
/s/ Nelson Peltz
----------------
Nelson Peltz
/s/ Peter W. May
----------------
Peter W. May
Page 8 of 16
<PAGE>
CUSIP NO. 895927 10 1
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Exhibit Index
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Exhibit Description Page No.
- ------- ----------- --------
1 Stock Purchase Agreement dated Filed with
as of October 1, 1992 by and Original
between the Purchaser, Posner, Statement
Posner Trust and Security
Management.
2 Exchange Agreement dated as of Filed with
October 1, 1992 between the Original
Company and Security Management. Statement
3 Agreement dated as of October 1, Filed with
1992 between the Company and the Original
Purchaser. Statement
4 Agreement of Limited Partnership Filed with
of the Purchaser dated as of Original
September 25, 1992. Statement
5 Joint Filing Agreement of the Filed with
Purchaser, Peltz and May. Original
Statement
6 Memorandum of Understanding, Filed with
dated January 21, 1993, by and Amendment
between the Purchaser and No. 2
William A. Ehrman, individually
and derivatively on behalf of
SEPSCO.
7 Letter dated January 25, 1993 Filed with
from Steven Posner to the Amendment
Purchaser (including proposed No. 2
terms and conditions of
Consulting Agreement to be
entered into between the Company
and Steven Posner).
8 Undertaking and Agreement, dated Filed with
February 9, 1993, executed by Amendment
the Purchaser. No. 3
9 Amendment No. 3 dated as of Filed with
April 14, 1993 to Agreement of Amendment
Limited Partnership of the No. 4
Purchaser.
10 Citibank Loan Documents Filed with
(Exhibits and Schedules Amendment
omitted). No. 4
11 Republic Loan Documents Filed with
(Exhibits and Schedules Amendment
omitted). No. 4
Page 9 of 16
<PAGE>
CUSIP NO. 895927 10 1
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Exhibit Description Page No.
- ------- ----------- --------
12 Pledge and Security Agreement, Filed with
dated as of April 5, 1993, Amendment
between the Purchaser and No. 5
Citibank.
13 Custodial Loan Documents. Filed with
Amendment
No. 5
14 Agreement, dated May 2, 1994 Filed with
among Nelson Peltz, Peter W. May Amendment
and Leon Kalvaria No. 6
15 Amended and Restated Pledge and Filed with
Security Agreement, dated as of Amendment
July 25, 1994 between the No. 6
Purchaser and Citibank.
16 Amendment No. 1 dated as of Filed with
November 15, 1992 to Agreement Amendment
of Limited Partnership of the No. 7
Purchaser.
17 Amendment No. 2 dated as of Filed with
March 1, 1993 to Agreement of Amendment
Limited Partnership of the No. 7
Purchaser.
18 Amendment No. 4 dated as of Filed with
January 1, 1995 to Agreement of Amendment
Limited Partnership of the No. 7
Purchaser.
19 Amendment No. 5 dated as of Filed with
January 1, 1996 to Agreement of Amendment
Limited Partnership of the No. 7
Purchaser.
20 NationsBank Loan Documents Filed with
(Exhibits and Schedules Amendment
omitted). No. 7
21 Letter, dated October 12, 1998, Filed
from Messrs. Nelson Peltz and herewith
Peter W. May to the Company
22 Press release, issued by the Filed
Company, dated October 12, 1998 herewith
23 Letter, dated October 12,1998, Filed
from the Company to Messrs. herewith
Nelson Peltz and Peter W. May
Page 10 of 16
CUSIP NO. 895927 10 1
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Exhibit 21
NELSON PELTZ
PETER W. MAY
October 12, 1998
Board of Directors
Triarc Companies, Inc.
280 Park Avenue
New York, NY 10017
Gentlemen:
We are pleased to propose an acquisition of all of the outstanding
shares of Common Stock not currently owned by DWG Acquisition Group, L.P.
("Group") on the terms and conditions set forth in this letter. Each holder
(other than Group) of Class A Common Stock, par value $.10 per share, and Class
B Common Stock, par value $.10 per share (the "Common Stock") of Triarc
Companies, Inc. (the "Company") would receive for each share of Common Stock
$18.00 payable in cash and securities. The securities, the specific terms of
which will be negotiated with the Special Committee referred to below, will be
valued on a fully distributed basis in a normalized market.
This offer represents approximately 37% premium over last Friday's
closing stock price of $13-3/16.
We understand that in transactions of this nature it is typical for a
special committee of independent directors (the "Special Committee") to be
established to review the
Page 11 of 16
<PAGE>
CUSIP NO. 895927 10 1
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acquisition proposal. We suggest that the formation of a Special Committee be
accomplished during today's Board of Directors meeting.
We will forward in due course to the members of that Special Committee
a form of acquisition agreement setting forth our proposed terms and conditions
of the proposed transaction.
Our proposal is conditioned upon the execution of a definitive
acquisition agreement containing the terms and conditions set forth above and
such other mutually agreeable terms and conditions as are customary in
agreements of this sort, including but not limited to customary representations,
warranties, covenants and conditions. It is also subject to, among other things,
(1) the approval of the transaction by the Special Committee, the Board of
Directors and the Stockholders of the Company, (2) receipt of satisfactory
financing for the transaction, (3) receipt of a fairness opinion from the
financial adviser to the Special Committee that indicates that the proposed
transaction is fair from a financial point of view to the Stockholders of the
Company and (4) the expiration of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
We would like to proceed with this transaction as soon as possible. We
reserve the right to modify or withdraw this proposal at any time prior to the
execution and delivery of the definitive acquisition agreement in the event that
we become aware of any facts or circumstances that we determine, in our sole
discretion, make such action appropriate. We will not have any obligation to the
Company or its Stockholders with
Page 12 of 16
<PAGE>
CUSIP NO. 895927 10 1
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respect to this proposal prior to the execution and delivery of the definitive
acquisition agreement.
We and our advisers are prepared promptly to meet with the Special
Committee and its advisers to answer any questions that may arise regarding our
proposal and the proposed transaction.
Very truly yours,
/s/ Nelson Peltz
----------------
Nelson Peltz
/s/ Peter W. May
----------------
Peter W. May
Page 13 of 16
Exhibit 22
CONTACT: Anne A. Tarbell PRESS RELEASE
(212) 451-3030 For Immediate Release
TRIARC RECEIVES $18 PER SHARE GOING-PRIVATE PROPOSAL
NEW YORK, NY -- OCTOBER 12, 1998 -- Triarc Companies, Inc. (NYSE: TRY)
announced today that its Board of Directors has formed a Special Committee to
evaluate a proposal it has received from Nelson Peltz and Peter May, the
Chairman and Chief Executive Officer and the President and Chief Operating
Officer, respectively, of the Company, for the acquisition by an entity to be
formed by them of all of the outstanding shares of Common Stock of the Company
(other than the 6 million shares owned by an affiliate of Messrs. Peltz and
May), for $18 per share payable in cash and securities. The proposal represents
an approximate 37% premium over last Friday's closing stock price of $13-3/16.
The specific terms of the securities will be negotiated with the Special
Committee and will be valued on a fully distributed basis in a normalized
market.
The proposal is subject, among other things, to (1) the execution and
delivery of a definitive acquisition agreement, (2) receipt of a fairness
opinion from the financial adviser to the Special Committee of the Board, (3)
receipt of satisfactory financing for the transaction, (4) approval of the
proposed transaction by the Special Committee of the Board, the full Board of
Directors and the Company's Stockholders and (5) the expiration of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
Page 14 of 16
<PAGE>
There can be no assurance that a definitive acquisition agreement will
be executed and delivered or that the proposed transaction will be consummated.
Triarc is a branded consumer products company in beverages (Snapple(R)
beverages, Mistic(R) Brands, Stewart's(R) and Royal Crown(R)) and restaurants
(Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)).
# # #
NOTE
----
The securities proposed to be issued have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold within the
United States except pursuant to an exemption from the Securities Act, or in a
transaction not subject to the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an
offer to buy such securities.
Page 15 of 16
Exhibit 23
T R I A R C
Triarc Companies, Inc.
280 Park Avenue
New York, NY 10017
Tel 212 451 3000
October 12, 1998
Messrs. Nelson Peltz and Peter W. May
280 Park Avenue
New York, NY 10017
Gentlemen:
Triarc Companies, Inc. (the "Company") has a transferable right of
first refusal with respect to all of the shares of Class B Common Stock, par
value $.10 per share of the Company (the "Right").
To induce you to make the going-private proposal which you have today
discussed with us, the Company hereby agrees that if the Right is triggered and
the Company determines not to exercise the Right, the Company will immediately
assign the Right to your affiliate DWG Acquisition Group, L.P.
This agreement has been authorized and approved by the Special
Committee which was appointed today by the Board of Directors of the Company to
consider your proposal.
Very truly yours,
TRIARC COMPANIES, INC.
By: /s/ Jack Barnes
-------------------
ACCEPTED:
/s/ Nelson Peltz
- ----------------
Nelson Peltz
/s/ Peter W. May
- ----------------
Peter W. May
Page 16 of 16
