SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 3, 1999.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
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. [x]
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 $251,456,261 as of April
27, 1999. There were 19,527,182 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
April 27, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 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, and a director and, since April
1997, Chairman of the Board, of National Propane
Corporation ("NPC"), the managing general partner of
National Propane Partners, L.P. (the "Partnership"), a
distributor of liquefied petroleum gas. 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 to April 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 56 years of age.
Peter W. May...........Mr. May has been a director and President and Chief
Operating Officer of the Company since April 1993. Since
then, he has also been a director and President and
Chief Operating Officer of certain of the Company's
subsidiaries, and a director and, since April 1997, Vice
Chairman of the Board, of NPC. He is also a general
partner of DWG Acquisition. From its formation in January
1989 to April 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 56 years of age.
Hugh L. Carey..........Mr. Carey has been a director of the Company since June
1994. He was an Executive Vice President of W.R. Grace &
Co. ("Grace") from 1987 to December 31, 1995. From 1993
to December 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., and of
Counsel to Whitman Breed Abbott & Morgan. Mr. Carey is
80 years of age.
Clive Chajet...........Mr. Chajet has been a director of the Company since June
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 62
years of age.
<PAGE>
Stanley R. Jaffe......Mr. Jaffe has been a director of the Company since June
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 1983 until 1991, Mr.
Jaffe was principal partner in Jaffe/Lansing Productions,
an independent motion picture production company. Mr.
Jaffe is 58 years of age.
Joseph A. Levato......Mr. Levato has been a director of the Company since June
1996. Mr. Levato served as Executive Vice President and
Chief Financial Officer of Triarc from April 1993 to
August 1996. He also served as Executive Vice President
and Chief Financial Officer of certain of Triarc's
subsidiaries from April 1993 to August 1996. Prior to
April 1993, he was Senior Vice President and Chief
Financial Officer of Trian from January 1992 to April
1993. From 1984 to December 1988, he served as Senior Vice
President and Chief Financial Officer of Triangle. Mr.
Levato is 58 years of age.
David E. Schwab II....Mr. Schwab has been a director of the Company since
October 1994. Mr. Schwab has been a Senior Counsel of
Cowan, Liebowitz & Latman, P.C., a law firm, since January
1, 1998. Prior thereto he was 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 67 years of age.
Raymond S. Troubh.....Mr. Troubh has been a director of the Company since June
1994. He has been a financial consultant since prior to
1989. Mr. Troubh is a director of ARIAD Pharmaceuticals,
Inc., Becton, Dickinson & Co., Diamond Offshore Drilling,
Inc., Foundation Health Systems, Inc., General American
Investors Company, Olsten Corporation, Starwood Hotels &
Resorts, Inc. and WHX Corporation. He is also a trustee of
MicroCap Liquidating Trust and Petrie Stores Liquidating
Trust. Mr. Troubh is 73 years of age.
Gerald Tsai, Jr.......Mr. Tsai has been a director of the Company since October
1993. Mr. Tsai is a private investor. From February 1993
to October 1997, he was 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, Saks Incorporated,
United Rentals Inc. and Meditrust Companies. He is a
trustee of Boston University and New York University
Medical Center. Mr. Tsai is 70 years of age.
(B) IDENTIFICATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
executive officers of Triarc, all of whom are U.S. citizens.
NAME AGE POSITIONS
Nelson Peltz............ 56 Director; Chairman and Chief Executive Officer
Peter W. May............ 56 Director; President and Chief Operating Officer
<PAGE>
Roland C. Smith......... 44 President and Chief Executive Officer of the
Triarc Restaurant Group
Michael Weinstein....... 50 Chief Executive Officer of the Triarc Beverage
Group
John L. Barnes, Jr. .... 51 Executive Vice President and Chief Financial
Officer
Eric D. Kogan........... 35 Executive Vice President -- Corporate
Development
Brian L. Schorr......... 40 Executive Vice President, General Counsel, and
Assistant Secretary
Francis T. McCarron..... 42 Senior Vice President -- Taxes
Anne A. Tarbell......... 40 Senior Vice President -- Corporate
Communications and Investor Relations
Stuart I. Rosen......... 39 Vice President and Associate General Counsel,
and Secretary
Fred H. Schaefer........ 54 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).
Roland C. Smith has been Chief Executive Officer of Arby's, Inc. (d/b/a
the Triarc Restaurant Group) since July 1997 and President of the Triarc
Restaurant Group since February 1997. Prior thereto, Mr. Smith had served in
various positions at the Triarc Restaurant Group since July 1994 (last serving
as Senior Vice President -- Operations since August 1995). From January 1992 to
July 1994 Mr. Smith served in various positions at KFC International, last
serving as General Manager -- Western Canada. Mr. Smith has announced his
resignation effective May 1999 as President and Chief Executive Officer of the
Triarc Restaurant Group.
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 Snapple Beverage Corp. ("Snapple") and Mistic
Brands, Inc. ("Mistic") since they were acquired by Triarc in May 1997 and
August 1995, respectively. 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 L. Barnes, Jr. has been Executive Vice President and Chief Financial
Officer of Triarc since March 1998 and prior thereto was Senior Vice President
and Chief Financial Officer of Triarc since August 1996. From April 1996 to
August 1996 Mr. Barnes was a Senior Vice President of Triarc. Prior to April
1996, 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.
Eric D. Kogan has been Executive Vice President -- Corporate Development
of Triarc since March 1998 and prior thereto was Senior Vice President --
Corporate Development of Triarc since March 1995. Prior to March 1995 Mr. Kogan
was Vice President -- Corporate Development of Triarc since April 1993. Before
joining Triarc, Mr. Kogan was a Vice President of Trian from September 1991 to
<PAGE>
April 1993 and an associate in the mergers and acquisitions group of
Farley Industries, an industrial holding company, from 1989 to August 1991.
Brian L. Schorr has been Executive Vice President and General Counsel of
Triarc and certain of its subsidiaries since June 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.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc
since April 1993. He has also been Senior Vice President -- Taxes of certain of
Triarc's subsidiaries since April 1993. Prior thereto, he was Vice President --
Taxes of Trian from its formation in January 1989 to April 1993. He joined
Triangle in February 1987 and served as Director of Tax Planning & Research
until December 1988.
Anne A. Tarbell has been Senior Vice President -- Corporate
Communications of Triarc since May 1998. From June 1995 to April 1998, Ms.
Tarbell was Vice President and Director -- Investor Relations of ITT Corporation
and served as Assistant Director -- Investor Relations of ITT Corporation from
August 1991 to May 1995. Ms. Tarbell also served as Vice President and Director
- -- Investor Relations of Chemical Banking Corporation from February 1988 to July
1991.
Stuart I. Rosen has been Vice President and Associate General Counsel,
and Secretary of Triarc and certain of its subsidiaries since August 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 1993. He has also been Vice President and Chief Accounting
Officer of certain of Triarc's subsidiaries, including RCAC, since April 1993.
Prior thereto, he was Vice President and Chief Accounting Officer of Trian from
its formation in January 1989 to April 1993. Mr. Schaefer joined Triangle in
1980 and served in various capacities in the accounting department, including
Vice President -- Financial Reporting, until December 1988.
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
<PAGE>
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 (the
"Exchange Act"), 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 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 1998.
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 "1993 Plan"), the Company's 1998 Equity Participation Plan (the "1998
Plan") and the Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the "TBHC
Plan") with respect to the year ended December 31, 1996, the fiscal year ended
December 28, 1997 and the fiscal year ended January 3, 1999 to, Triarc's
Chairman and Chief Executive Officer, President and Chief Operating Officer and
to four of the other executive officers of Triarc who constituted Triarc's most
highly compensated executive officers during fiscal 1998 (the "Named Officers").
Messrs. Peltz and May serve as directors and officers of Triarc and
several of its subsidiaries, and Messrs. Barnes, Kogan and Schorr serve as
officers of Triarc and officers and directors of several of its subsidiaries.
All compensation set forth in the Summary Compensation Table for Messrs. Peltz,
May, Barnes, Kogan and Schorr (other than the options granted under the TBHC
Option Plan) was paid by Triarc and represents amounts paid for services
rendered to Triarc and its subsidiaries, except that Mr. Barnes was employed by,
and substantially all of his compensation was paid by, Graniteville Company
until it was sold by the Company in April 1996. Mr. Smith serves as a director
and officer of the Triarc Restaurant Group. All compensation set forth in the
Summary Compensation Table for Mr. Smith was paid by the Triarc Restaurant Group
for services rendered to it. All non-cash awards granted to any Named Officer
were made by Triarc except for certain awards made pursuant to the TBHC Option
Plan. 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." No
restricted stock awards were made to any of the Named Officers during 1996,
fiscal 1997, or fiscal 1998.
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) COMPENSATION($)
- --------------------------- ------ ---------- -------- ---------------
Nelson Peltz ................. 1998 1 -- 329,067(7)
Chairman and Chief Executive 1997 1 -- 429,872(7)
Officer of Triarc 1996 1 2,000,000(2) 339,490(7)
Peter W. May ................. 1998 1 -- 134,173(8)
President and Chief Operating 1997 1 -- 153,288(8)
Officer of Triarc 1996 1 1,000,000(2) 164,469(8)
Roland C. Smith ............ 1998 381,250 360,000 (9)
President and Chief Executive
Officer of Triarc Restaurant 1997 317,55 270,000 (9)
Group 1996 222,917 175,000 (9)
John L. Barnes, Jr. ......... 1998 300,000 585,000 (9)
Executive Vice President and
Chief Financial Officer of 1997 300,000 650,000(3) (9)
Triarc 1996 271,554 970,000(4) 269,893(10)
Eric D. Kogan ................ 1998 289,583 595,417 (9)
Executive Vice President --
Corporate Development of 1997 250,000 700,000(3) (9)
Triarc 1996 250,000 450,000(5) (9)
Brian L. Schorr .............. 1998 312,500 585,000 (9)
Executive Vice President and
General Counsel of Triarc 1997 312,500 650,000(3)(6) (9)
1996 312,500 450,000(5) (9)
<PAGE>
LONG TERM COMPENSATION
AWARDS PAYOUTS
SECURITIES
NAME AND PRINCIPAL UNDERLYING
Position Options/SARs LTIP All OTHER
Period (#)(1) Payouts($) Compensation($)
------ ------------ ---------- ---------------
Nelson Peltz ................. 1998 26,000(11) -- --
Chairman and Chief Executive 1997 150,000 -- --
Officer of Triarc 1996 175,000 -- --
Peter W. May ................. 1998 13,000(11) -- --
President and Chief Operating 1997 100,000 -- --
Officer of Triarc 1996 125,000 -- --
Roland C. Smith ............ 1998 50,000 335,000 4,000(12)
President and Chief Executive
Officer of Triarc Restaurant 1997 50,000 -- 3,200(12)
Group 1996 35,000 -- 1,500(12)
John L. Barnes, Jr. ......... 1998 50,000 -- 7,200(12)
Executive Vice President and 6,600(11)
Chief Financial Officer of 1997 50,000 -- 6,400(12)
Triarc 1996 150,000 28,667 8,187(13)
Eric D. Kogan ................ 1998 50,000 -- 7,200(12)
Executive Vice President -- 6,600(11)
Corporate Development of 1997 50,000 -- 6,400(12)
Triarc 1996 150,000 69,000 5,250(12)
Brian L. Schorr .............. 1998 50,000 -- 11,187(14)
Executive Vice President and 6,600(11)
General Counsel of Triarc 1997 50,000 -- 10,387(14)
1996 120,000 57,500 7,115(14)
- ---------
(1) Except as otherwise noted, all stock option grants were made pursuant to
the 1993 Plan or 1998 Plan. The option grants under the 1998 Plan with
respect to fiscal 1998 were made on March 15, 1999.
(2) Represents special bonuses paid to Messrs. Peltz and May in connection
with the completion of certain transactions. Mr. Peltz' bonus was paid
one-half in August 1996 and one-half in March 1997.
(3) Includes special bonuses paid to each of Messrs. Barnes, Kogan and
Schorr in connection with the completion of certain transactions.
<PAGE>
(4) Includes a one-time special payment of $890,000 paid in 1996 to Mr.
Barnes in his capacity as Executive Vice President and Chief Financial
Officer of the Company's textile business in connection with the sale of
such business in April 1996. In March 1997, Mr. Barnes chose to receive
additional stock options instead of a cash bonus that might otherwise
have been granted to him at that time with respect to fiscal 1996. Such
stock options are included under the heading "Long Term Compensation --
Securities Underlying Options/SARs."
(5) Includes special bonuses paid to each of Messrs. Kogan and Schorr in
1996 in connection with the completion of certain transactions. In March
1997, each of Messrs. Kogan and Schorr chose to receive additional stock
options instead of a cash bonus that might otherwise have been granted
to them at that time with respect to fiscal 1996. Such stock options are
included under the heading "Long Term Compensation -- Securities
Underlying Options/SARs."
(6) Such amount constitutes Mr. Schorr's aggregate bonus with respect to
fiscal 1998, $600,000 of which was paid in January 1998 as an advance
against such bonus, with the balance being paid in March 1998.
(7) Includes imputed income of $266,837, $233,856 and $225,668 arising out
of the use of corporate aircraft in fiscal 1998, fiscal 1997 and 1996,
respectively.
(8) Includes imputed income of $77,138, $85,841 and $98,729 arising out of
the use of corporate aircraft in fiscal 1998, 1997 and 1996,
respectively, and fees of $40,000 paid by Triarc on behalf of Mr. May
for tax and financial planning services in each of fiscal 1998, 1997 and
1996.
(9) 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."
(10) Includes a severance payment of $111,500 made to Mr. Barnes in his
capacity as Executive Vice President and Chief Financial Officer of the
Company's textile business in connection with the sale of such business
in April 1996, and relocation related costs of $154,018.
(11) Represents grants of options made pursuant to the TBHC Option Plan.
(12) Represents amounts contributed to 401(k) plan by Triarc (Arby's, in the
case of Mr. Smith) on behalf of the Named Officer.
(13) Represents amounts contributed to 401(k) plan by Triarc of $5,250 for
1996 and by Graniteville Company of $2,937 in 1996.
(14) Includes $7,200, $6,400 and $3,128 contributed to 401(k) plan by Triarc
on behalf of Mr. Schorr in fiscal 1998, 1997 and 1996, respectively, and
$3,987, $3,987 and $3,987 of other compensation paid by Triarc in an
amount equal to premiums for term life insurance in fiscal 1998, fiscal
1997 and 1996, respectively.
<PAGE>
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 (or subcommittee) of the Board that such director attends. Under the
1998 Plan each non-management director may elect to have all or a portion of the
annual retainer and these fees paid in shares of Class A Common Stock rather
than in cash.
In addition, pursuant to the 1998 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. On the date of each
subsequent annual meeting of stockholders of the Company at which a director is
reelected, such director receives options to purchase 3,000 shares of Class A
Common Stock.
For information concerning certain (i) litigation involving certain
current and former directors and (ii) fees paid to certain current and former
directors of Triarc and related matters, see "Item 3. Legal Proceedings" in the
Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1999,
which information is incorporated by reference herein.
CERTAIN EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS
Nelson Peltz and Peter W. May. Since April 1993, 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 April 1994, Messrs.
Peltz and May were granted "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 expiring April 1999. (The Company anticipates negotiating new employment
and compensation arrangements with Messrs. Peltz and May, the terms of which
have not yet been determined.) They have an exercise price of $20.125 per share
and vest and become exercisable as follows: if the closing price of a share of
Class A Common Stock is at least $27.1875 (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 a t least $36.25 (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 $45.3125 (approximately 225% of the exercise price) for 20 out of the 30
consecutive trading days ending on or prior to March 30, 2001, the option 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, such options will vest on October 21, 2003 (nine years and six months
from the date of grant) and expire on April 21, 2004 (ten years from the date of
grant). In addition, Messrs. Peltz and May participate in the incentive
compensation and welfare and benefit plans made available to Triarc's corporate
officers.
<PAGE>
Roland C. Smith. Arby's entered into an employment agreement with Roland
Smith, effective as of February 13, 1997, providing for Mr. Smith's employment
as President of Arby's. The term of Mr. Smith's employment will continue until
June 30, 2000, unless otherwise terminated as provided in the agreement and will
be renewed for additional 18 month periods unless either Arby's or Mr. Smith
elects, upon 180 days' notice, not to renew. Mr. Smith has announced his
resignation effective May 1999 as President and Chief Executive Officer of
Arby's.
Under his employment agreement, Mr. Smith receives an annual base salary
of $400,000 and will be eligible to receive an annual cash incentive bonus under
Arby's annual cash incentive plan up to 75% of his annual base salary,
additional cash compensation under Arby's mid-term cash incentive plan up to 75%
of his annual base salary and is also eligible to participate in equity
incentive plans. Mr. Smith's annual base salary may be reviewed by Arby's Board
of Directors for possible increase, but not decrease.
John L. Barnes, Jr. Triarc entered into an employment agreement dated as
of April 29, 1996, as amended, with John L. Barnes, Jr. providing for the
employment of Mr. Barnes as a Senior Vice President of the Company for a three
year term ending July 28, 1999, unless otherwise terminated as provided therein.
Mr. Barnes was promoted to Executive Vice President effective March 10, 1998.
Pursuant to the Barnes Employment Agreement, Mr. Barnes was named Chief
Financial Officer of Triarc in August 1996. Mr. Barnes receives an annual base
salary of $300,000 per year, subject to increase but not decrease from time to
time. In addition, Mr. Barnes is eligible to receive annual cash bonuses and
stock option awards on a basis comparable to other senior executives of Triarc.
In the event Mr. Barnes' employment with the Company is terminated prior to July
28, 1999 without good cause, the Barnes Employment Agreement provides that
Triarc shall pay Mr. Barnes (1) a lump sum within thirty days of the date of his
termination equal to one-half of his then current base salary that would
otherwise have been payable to him through July 28, 1999, and (2) commencing six
months after the date of his termination a sum equal to one-half of his annual
base salary in effect on the date of termination that would otherwise have been
paid to him from the date of termination through July 28, 1999, such amount to
be payable semi-monthly through July 28, 1999. Mr. Barnes will also be
reimbursed for any loss on the sale of his home, up to $150,000 and will be
eligible for certain relocation expenses in the event his employment is
terminated without cause or Triarc does not renew the Barnes Employment
Agreement at the end of its term. In addition, if Mr. Barnes' employment is
terminated without cause each stock option granted to him which had not vested
as of the termination date shall vest immediately as of such date and each stock
option which has vested prior to or as of the termination date may be exercised
by Mr. Barnes within the earlier of one year or on the date of which such option
expires. The Barnes Employment Agreement further provides that in the event of a
"change of control" under the agreement, the Company is obligated to employ Mr.
Barnes as an Executive Vice President, and he is obligated to accept and
continue in the employment thereunder until the first anniversary of such change
in control. Mr. Barnes has the right to resign as an officer and employee of
Triarc effective as of the first anniversary of the change of control by giving
written notice to Triarc not less than thirty days before such date and receive
payments and other benefits as to which he would have been entitled had Triarc
terminated his employment without good cause.
Brian L. Schorr. On June 29, 1994, Triarc entered into an employment
agreement with Brian L. Schorr providing for the employment of Mr. Schorr as
Executive Vice President and General Counsel of the Company. The Schorr
Employment Agreement expires on June 29, 2000. The Schorr Employment Agreement
provides for annual base salary of $312,500, which is subject to increase, but
not decrease. Mr. Schorr is also eligible to receive annual incentive bonuses.
<PAGE>
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 a "Base Amount" calculated at an annual rate equal to the sum of
(1) Mr. Schorr's then current base salary plus (2) $250,000, 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 produce 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" under the 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 (1) all
base salary amounts due for the year of termination and for each remaining year
of the Schorr Employment plus (2) an amount equal to the number of years 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" under the agreement.
CASH INCENTIVE PLANS
The Triarc Beverage Group and the Triarc Restaurant Group have annual
cash incentive plans (each, an "Annual Incentive Plan") and the Triarc
Restaurant Group has a mid-term cash incentive plan (the "Mid-Term Incentive
Plan") for executive officers and key employees.
Each Annual Incentive Plan is designed to provide annual incentive awards
to participants, with amounts payable being linked to whether the applicable
company has met certain pre-determined financial goals and 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 at any time.
Under the Mid-Term Incentive Plan, incentive awards are granted to
participants if the Triarc Restaurant Group achieves an agreed upon profit over
a three year performance cycle. During each plan year, an amount is accrued for
each participant based upon the amount by which the company's profit for such
year exceeds a certain
<PAGE>
minimum return. A new three-year performance cycle begins each year, such that
after the third year the annual cash amount paid to participants pursuant to the
Mid-Term Incentive Plan should equal the target award if the Triarc Restaurant
Group's profit goals have been achieved for the full three-year cycle. Except as
may otherwise be set forth in a participant's employment agreement, the board of
directors of the Triarc Restaurant Group, together with Triarc's management and
the Compensation Committee of Triarc's Board of Directors, may adjust an
individual's award, upward or downward, based upon an assessment of the
individual's relative contribution to the company's longer-term profit
performance. The Mid-Term Incentive Plan may be amended or terminated at any
time.
From time to time, the Compensation Committee of the Triarc Board may
award discretionary bonuses based on performance to 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 1993 Plan, which expired on April 24, 1998, provided for the grant of
options to purchase Class A Common Stock, stock appreciation rights ("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 were eligible
to participate in the 1993 Plan. No additional grants may be made under the
plan. A maximum of 10,000,000 shares of Class A Common Stock (subject to certain
adjustments) were authorized to be delivered by the Company pursuant to options,
SARs and restricted shares granted under the 1993 Plan. As of April 27, 1999,
options to acquire a total of 8,733,353 shares of Class A Common Stock were
outstanding under the 1993 Plan. The plan is administered by the Performance
Compensation Subcommittee of the Triarc Board. The 1993 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 1993
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 1993 Plan was amended by the Triarc Board during 1995, 1996 and
1997, which amendments did not require stockholder approval.
1998 EQUITY PARTICIPATION PLAN
The 1998 Plan was approved by Triarc's Board of Directors on March 10,
1998 and was approved by the stockholders on May 6, 1998. The 1998 Plan replaced
the 1993 Plan which expired on April 24, 1998. The 1998 Plan provides for the
granting of stock options, SARs and restricted stock to officers, key employees
of, and consultants to Triarc and its subsidiaries and affiliates. The 1998 Plan
provides for automatic awards of options to non-employee directors of Triarc and
permits non-employee directors to elect to receive all or a portion of their
annual retainer fees and/or Board of Directors or committee meeting attendance
fees, if any ("Fees"), in shares of Triarc Parent Class A Common Stock. Subject
to certain antidilution adjustments, a maximum of 5,000,000 aggregate shares of
Class A Common Stock may be granted on the exercise of options or SARs or upon a
director's election to receive Fees in Triarc shares pursuant to the 1998 Plan.
In addition, the maximum number of shares of Class A Common Stock that may be
granted to any individual in a calendar year is 1,000,000 shares. As of April
27, 1999, options to acquire 773,750 shares of Class A Common Stock were
outstanding under the 1998 Plan. The 1998
<PAGE>
Plan is administered by the Performance Compensation Subcommittee of Triarc
Board of Directors. The term during which awards may be granted under the 1998
Plan will expire on April 30, 2003.
TRIARC BEVERAGE HOLDINGS CORP. 1997 STOCK OPTION PLAN
The TBHC Option Plan was approved by the Board of Directors of TBHC and
by the Performance Compensation Subcommittee on August 19, 1997 and provides for
the grant of options to acquire common stock of TBHC, a wholly owned subsidiary
of the Company. Key employees, officers, directors and consultants of TBHC and
its subsidiaries and affiliates, and of Triarc and its other subsidiaries and
affiliates, are eligible to participate in the TBHC Plan. A maximum of 150,000
shares of TBHC common stock (subject to certain adjustments) are authorized to
be delivered by TBHC pursuant to options granted under the plan, representing
15% of the outstanding shares of TBHC common stock determined on a fully-diluted
basis. As of April 27, 1999, options to acquire 145,425 shares of TBHC common
stock were outstanding under the TBHC Option Plan. The TBHC Option Plan is
administered by the Performance Compensation Subcommittee. The term during which
options may be granted under the TBHC Option Plan expires on August 18, 2007.
1997 EQUITY PARTICIPATION PLAN
The Company's 1997 Equity Participation Plan (the "1997 Plan") was
approved by the Executive Committee of the Board of Directors on December 11,
1997 and provides for the granting of stock options to purchase shares of Class
A Common Stock. Participants in the 1997 Plan are limited to selected key
employees and consultants of Triarc, its subsidiaries and affiliates who are
important to the success and growth of the Company, its subsidiaries and
affiliates, but who are not "directors," "executive officers" or "officers" of
Triarc. A total of 500,000 shares of Class A Common Stock are reserved for
issuance under the 1997 Plan. As of April 27, 1999, options to acquire 395,917
shares of Class A Common Stock were outstanding under the 1997 Plan. The 1997
Plan is administered by the Compensation Committee of the Board of Directors.
The term during which options may be granted under the 1997 Plan expires on
December 11, 2002.
OPTIONS GRANTED IN FISCAL 1998
The following table sets forth certain information with respect to
options to purchase shares of TBHC common stock granted to the Named Officers in
the fiscal year ended January 3, 1999. No grants of options to purchase shares
of Class A Common Stock were made under the 1993 Plan or the 1998 Plan to any
Named Officer during fiscal 1998, although grants were made in March 1999 with
respect to fiscal 1998 to each of the Named Executives, other than Messrs. Peltz
and May. 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
1998.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
GRANT
DATE
INDIVIDUAL GRANTS VALUE
----------------- -----
NUMBER OF % OF
SECURITIES TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS/ GRANTED TO OR BASE GRANT
SARS EMPLOYEES PRICE DATE
GRANTED IN FISCAL ($ PER EXPIRATION PRESENT
NAME (#)(1) YEAR(2) SHARE) DATE VALUE(3)
- ----- --------- --------- -------- ---------- --------
Nelson Peltz........ 26,000 36% $191.00 06/10/08 $ 1,558,986
Peter W. May........ 13,000 18 191.00 06/10/08 779,493
Roland C. Smith..... 0 0 -- -- --
John L. Barnes, Jr... 6,600 9 191.00 06/10/08 395,743
Eric D. Kogan........ 6,600 9 191.00 06/10/08 395,743
Brian L. Schorr...... 6,600 9 191.00 06/10/08 395,743
- ------------
(1) These options consist solely of options to purchase shares of TBHC
common stock which were granted under the TBHC Option Plan on June 10,
1998. One-third of such options will vest on each of July 1, 1999, 2000,
and 2001, and such options will be exercisable at any time between the
date of vesting and the tenth anniversary of the date of grant.
(2) The percentages are based on the aggregate number of options granted in
the fiscal year ending January 3, 1999 to purchase shares of TBHC common
stock.
(3) 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 to calculate
the present value of the option grants with respect to TBHC common
stock:
(a) assumed option term of seven years; (b) stock price
volatility factor of .0001; (c) annual discount rate of 5.5%; and
(d) no dividend payment.
No discount to the Black-Scholes ratio was used with respect to each
year an option remains unvested. The exercise price reflects the fair
market value of the TBHC common stock on the date of grant as determined
by an independent third party appraiser, and the volatility factor
reflects the fact that, as a privately held subsidiary, the TBHC common
stock does not have a public trading market. These estimated option
values, including the underlying assumptions used in calculating them,
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and involve risks,
uncertainties and other factors which may cause the actual value of the
options to be materially different from those expressed or implied
herein.
<PAGE>
OPTION VALUES AT END OF FISCAL 1998
The following table sets forth certain information concerning the value
as of January 3, 1999 of unexercised in-the-money options to purchase shares of
Class A Common Stock and shares of TBHC common stock granted to the Named
Officers outstanding as of the end of fiscal 1998.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
SHARES AT FISCAL YEAR END YEAR-END
ACQUIRED 1998(#) 1998($)(1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- -------- -------- ------------------- -----------------
Nelson Peltz
Triarc Options....-0- -0- 1,173,333/2,316,667 2,287,041/389,084
TBHC Options......-0- -0- -0-/ 26,000 -0-/ -0-
Peter W. May
Triarc Options....-0- -0- 785,000/1,550,000 1,533,959/277,916
TBHC Options......-0- -0- -0-/ 13,000 -0-/ -0-
Roland C. Smith
Triarc Options....-0- -0- 54,665/ 60,335 184,776/ 130,949
TBHC Options......-0- -0- -0-/ -0- -0-/ -0-
John L. Barnes, Jr.
Triarc Options....-0- -0- 136,667/ 123,333 382,775/295,550
TBHC Options......-0- -0- -0-/ 6,600 -0-/ -0-
Eric D. Kogan
Triarc Options....-0- -0- 145,667/ 133,333 411,000/333,500
TBHC Options......-0- -0- -0-/ 6,600 -0-/ -0-
Brian L. Schorr
Triarc Options....-0- -0- 181,667/ 113,333 417,775/266,800
TBHC Options......-0- -0- -0-/ 6,600 -0-/ -0-
- ------------
(1) On December 31, 1998 (the last trading day during fiscal 1998), the
closing price of Class A Common Stock on the New York Stock Exchange was
$15.875 per share. TBHC common stock is not publicly traded. The per share
value ($191.00) as of January 3, 1999 is based on a June 10, 1998
valuation provided to TBHC by an independent third party. Each of the
grants made to Named Officers was made at such per share value.
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
The following table shows specified information with respect to awards
made during fiscal 1998 to Roland C. Smith under the Mid-Term Incentive Plan. No
other Named Officer received awards in 1998 under the Mid-Term Incentive Plan.
For additional information regarding the Mid-Term Incentive Plan, see "-- Cash
Incentive Plans."
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE BASED PLANS (1)
-------------------------------------
PERFORMANCE OR
OTHER PERIOD UNTIL
MATURATION OR THRESHOLD TARGET MAXIMUM
NAME PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ---- ------ -------- -------- --------
Roland C. Smith...... 1998-2000 -0- $300,000 $450,000
- -------
(1) Awards were made in fiscal 1998 under the Mid-Term Incentive Plan to
participants (including Mr. Smith) approved by the Board of Directors of
Triarc Restaurant Group with respect to the three-year performance
period 1998-2000. Each participant's target incentive is set at a
percentage of his or her annual base salary and is based on meeting
certain operating profit targets over the three year performance cycle.
Pursuant to Mr. Smith's employment agreement, his target incentive was
set at 75% of his annual base salary. No amount will be payable if
operating profits are less than 80% of the specified performance
objective for the three year cycle. If a participant is terminated
without cause, such participant will be entitled to amounts accrued
under the plan as of the date of termination. If a participant is not
employed by the Triarc Restaurant Group on the last day of the three
year performance cycle for reasons other than death, an approved absence
or certain transfers, the participant is not entitled to any incentive
compensation under the plan unless the Board of Directors of Triarc
Restaurant Group determines otherwise. Mr. Smith has announced his
resignation effective May 1999 from his position at the Triarc
Restaurant Group.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Levato was appointed to the Compensation Committee of the Board of
Directors in June 1997. Mr. Levato has been a director of the Company since June
1996 and retired as Executive Vice President and Chief Financial Officer of the
Company in August 1996. Mr. Levato is not a member of the Performance
Compensation Subcommittee.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership as of April 27,
1999 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 who was an
executive officer of the Company as of April 27, 1999 and all directors and
executive officers as a group.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- -------------------- ----------------------- ----------------
DWG Acquisition Group, L.P. .... 5,982,867 shares(2) 30.6%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ................... 7,265,033 shares(2)(3)(4)(5) 35.0%
280 Park Avenue
New York, NY 10017
Peter W. May ................... 6,856,334 shares(2)(3)(6) 33.7%
280 Park Avenue
New York, NY 10017
William Ehrman.................. 1,809,622 shares(7) 9.3%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
James McLaren
William D. Lautman
300 Park Avenue
New York, NY 10022
Harris Associates, L.P.......... 1,290,000 shares(8) 6.6%
Harris Associates, Inc.
Harris Associates Investment Trust
Two North LaSalle Street
Suite 500
Chicago, Illinois 60502-3790
Hugh L. Carey................... 36,175 shares(9) *
Clive Chajet.................... 33,300 shares(10) *
Stanley R. Jaffe................ 35,959 shares(9) *
Joseph A. Levato................ 172,500 shares(11) *
David E. Schwab II.............. 30,000 shares(9) *
Raymond S. Troubh............... 45,500 shares(9) *
Gerald Tsai, Jr. ............... 40,604 shares(12) *
Roland C. Smith................. 64,666 shares(13) *
John L. Barnes, Jr. ............ 190,667 shares(14) 1.0%
Eric D. Kogan................... 209,667 shares(15) 1.1%
Brian L. Schorr................. 228,657 shares(16) 1.2%
<PAGE>
Directors and Executive Officers as a group
(18 persons)................... 9,396,994 shares 41.4%
- ---------
* 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 21,200 shares owned by a family trust of which Mr. Peltz is a
general partner and 2,400 shares owned by minor children of Mr. Peltz.
Mr. Peltz disclaims beneficial ownership.
(5) Includes options to purchase 1,231,666 shares of Class A Common Stock
which have vested or will vest within 60 days of April 27, 1999.
(6) Includes options to purchase 826,667 shares of Class A Common Stock
which have vested or will vest within 60 days of April 27, 1999.
(7) The information set forth herein with respect to Messrs. Ehrman,
Greenberg, Ketcher, Gerstl, McLaren and Lautman is based solely on
information contained in a Schedule 13D/A, dated June 26, 1998, filed
pursuant to the Exchange Act. The shares reflected include an aggregate
of 1,673,645 shares of Class A Common Stock that Messrs. Ehrman,
Ketcher, Gerstl, Greenberg , McLaren and Lautman 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 FK
Investments, L.P., a Delaware limited partnership. These shares
reflected also include (i) 56,650 shares of Class A Common Stock owned
directly by Mr. Ehrman and 55,927 shares of Class A Common Stock owned
by members of Mr. Ehrman's immediate family and his sister-in-law; (ii)
8,400 shares of Class A Common Stock owned directly by Mr. Ketcher (iii)
1,500 shares of Class A Common Stock owned directly by Mr. Gerstl and
his wife and 4,500 shares of Class A Common Stock owned by a member of
Mr. Gerstl's immediate family; and (iv) 6,000 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.
(8) The information set forth herein with respect to Harris Associates, L.P.
("Harris"), Harris Associates, Inc. (the sole general partner of
Harris), and Harris Associates Investment Trust, Series Designated The
Oakmark Smallcap Fund (the "Trust") is based solely on information
contained in their Schedules 13G/A dated February 11, 1999 filed
pursuant to the Exchange Act. Harris is an investment adviser, and
serves as an
<PAGE>
investment adviser to the Trust. The Oakmark Smallcap Fund, a series of
the Trust, beneficially owned 1,250,000 shares of Class A Common Stock
as of December 31, 1998. These shares are included as shares over which
Harris has shared voting and dispositive power because of Harris' power
to manage the Trust's investments. In addition, Harris serves as
investment adviser to other clients who may own shares of Class A Common
Stock but for which Harris does not have discretionary authority. Such
shares have also been included as shares over which Harris has shared
voting and dispositive power.
(9) Includes options to purchase 25,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 27, 1999.
(10) Includes options to purchase 25,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 27, 1999 and 1,300
shares owned by Mr. Chajet's wife, as to which shares Mr. Chajet
disclaims beneficial ownership.
(11) Includes options to purchase 144,500 shares of Class A Common Stock
which have vested or will vest within 60 days of April 27, 1999.
(12) Includes options to purchase 28,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 27,1999.
(13) Includes options to purchase 64,665 shares of Class A Common Stock which
have vested or will vest within 60 days of April 27,1999.
(14) Includes options to purchase 186,667 shares of Class A Common Stock
which have vested or will vest within 60 days of April 27,1999.
(15) Includes options to purchase 195,667 shares of Class A Common Stock
which have vested or will vest within 60 days of April 27,1999.
(16) Includes options to purchase 221,667 shares of Class A Common Stock
which have vested or will vest within 60 days of April 27,1999.
-------------------
The foregoing table does not include 5,997,622 shares of Triarc's
non-voting Class B Common Stock owned by Victor Posner ("Posner") and an entity
controlled by Posner (together with Posner, the "Posner Entities"). All such
shares of Class B Common Stock can be converted without restriction into an
equal number of shares of Class A Common Stock if they are sold to a third party
unaffiliated with the Posner Entities. The Company or its designee has certain
rights of first refusal if such shares are sold to an unaffiliated third 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 23.5% of the then outstanding shares of Class A Common Stock as of
April 27,1999. None of the directors or nominees for directors of the Company or
the Named Officers beneficially owned any Class
<PAGE>
B Common Stock as of April 27,1999. Except for the 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
The Company leases aircraft owned by Triangle Aircraft Services
Corporation ("TASCO"), a company owned by the Chairman and Chief Executive
Officer and the President and Chief Operating Officer of the Company (the
"Executives"), for a base annual rent, commencing at $3,258,000 as of May 21,
1997, plus an October 1, 1997 cost of living adjustment and annual cost of
living adjustments thereafter. Prior thereto, the rental payments were based on
a base rental payment of $1,800,000 effective October 1, 1993, which was also
indexed for annual cost of living adjustments. In addition, in 1997 the Company
paid TASCO $2,500,000 for (i) an option to continue the lease for an additional
five years effective September 30, 1997 and (ii) the agreement by TASCO to
replace one of the aircraft covered under the lease. In connection with such
lease and the amortization of the option, the Company had rent expense of
$1,973,000, $2,876,000 and $3,885,000 for 1996, 1997 and 1998, respectively.
Pursuant to this arrangement, the Company also pays the operating and
maintenance expenses of the aircraft directly to third parties.
The Company subleased through January 31, 1996 from an affiliate of the
Executives approximately 26,800 square feet of furnished office space in New
York, New York owned by an unaffiliated third party. Rental expense for January
1996 for such subleases, including operating expenses, net of a $106,000 deposit
applied to the rent and excluding $30,000 received by the Company for its
sublease of a portion of such space, was $61,000. Such amount is less than the
rent such affiliates paid to the unaffiliated landlords but represents an amount
the Company believes it would have paid an unaffiliated third party for similar
improved office space.
On February 25, 1999, Triarc Consumer Products Group, L.L.C. ("TCPG"), a
subsidiary of the Company, completed the sale of $300.0 million principal amount
of 10.25% senior subordinated notes due 2009 pursuant to Rule 144A of the
Securities Act. Upon the closing of such sale, the Executives purchased an
aggregate $20.0 million of such notes. The Company has been advised by the
Executives that they no longer hold any of such notes.
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.
<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: /s/ Brian L. Schorr
-------------------------
Brian L. Schorr
Executive Vice President
and General Counsel
DATE: May 3, 1999
<PAGE>
