SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 20, 1998
TRIARC COMPANIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-2207 38-0471180
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former Name or Former Address, if
Changed Since Last Report)
Item 5. Other Events.
On October 12, 1998, the Company reported that the Board of Directors of
the Company had formed a Special Committee to evaluate a proposal it had
received from Nelson Peltz and Peter W. May, the Chairman and Chief Executive
Officer and President and Chief Operating Officer, respectively, of the Company
for the acquisition (the "Proposed Acquisition") by an entity to be formed by
them of all of the outstanding shares of the Company (other than the 6 million
shares owned by an affiliate of Messrs. Peltz and May).
A number of purported class action suits have been filed in the Delaware
Chancery Court challenging the Proposed Acquisition. Each of the pending suits
names the Company as a defendant along with each of the members of the Company's
Board of Directors. The complaints allege, among other things, that the proposed
acquisition would constitute a breach of the directors' fiduciary duties and
that the proposed consideration to be paid for the shares of the Company's
common stock is unfair and demand, in addition to damages and costs, that the
proposed acquisition be enjoined.
The Special Committee has not, to date, responded to the proposal from
Messrs. Peltz and May.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: October 20, 1998 By: BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President
and General Counsel
