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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. 10)
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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)
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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)
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APRIL 27, 1999
(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).
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<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 2 of 10 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)
30.6% (See Item 5)
14 TYPE OF REPORTING PERSON
PN
Page 2 of 10
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SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 3 of 10 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 1,282,166 (See Item 5)
BY EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
5,982,867 (See Item 5)
9 SOLE DISPOSITIVE POWER
1,282,166 (See Item 5)
10 SHARED DISPOSITIVE POWER
5,982,867 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,265,033 (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)
35.0% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
Page 3 of 10
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 4 of 10 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 873,467 (See Item 5)
BY EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
5,982,867 (See Item 5)
9 SOLE DISPOSITIVE POWER
873,467 (See Item 5)
10 SHARED DISPOSITIVE POWER
5,982,867 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,856,334 (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)
33.7% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
Page 4 of 10
<PAGE>
CUSIP NO. 895927 10 1
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10 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, as amended by Amendment No. 7 dated February
14, 1996, and as amended by Amendment No. 8 dated October 13, 1998, and as
amended by Amendment No. 9 dated March 12, 1999 (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"). Unless otherwise indicated, all capitalized terms used herein shall
have the same meaning as set forth in the Statement.
Except as set forth below, there are no changes to the information set
forth in the Statement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is amended by deleting the ninth paragraph
thereof and substituting in its place the following paragraph[s]:
On April 27, 1999, the Company purchased 3,805,015 shares of Common
Stock pursuant to a completed "Dutch Auction" self-tender offer which decreased
the number of shares of Common Stock outstanding to 19,527,182.
Page 5 of 10
<PAGE>
CUSIP NO. 895927 10 1
As a result, DWG Acquisition Group, L.P., Mr. Peltz and Mr. May may be
deemed to beneficially own an aggregate of 5,982,867, 7,265,033 and 6,856,334
shares of Common Stock, repectively, representing approximately 30.6%, 35.0% and
33.7% of the outstanding shares of Common Stock, repectively.
Page 6 of 10
<PAGE>
CUSIP NO. 895927 10 1
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: May 4, 1999
DWG ACQUISITION GROUP, L.P.
By: /s/ Nelson Peltz
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Name: Nelson Peltz
Title: General Partner
By: /s/ Peter W. May
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Name: Peter W. May
Title: General Partner
/s/ Nelson Peltz
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Nelson Peltz
/s/ Peter W. May
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Peter W. May
Page 7 of 10
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CUSIP NO. 895927 10 1
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 8 of 10
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CUSIP NO. 895927 10 1
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 with
from Messrs. Nelson Peltz and Amendment
Peter W. May to the Company No. 8
22 Press release, issued by the Filed with
Company, dated October 12, 1998 Amendment
No. 8
23 Letter, dated October 12,1998, Filed with
from the Company to Messrs. Amendment
Nelson Peltz and Peter W. May No. 8
Page 9 of 10
<PAGE>
CUSIP NO. 895927 10 1
Exhibit Description Page No.
------- ----------- --------
24 Press release issued by the Filed with
Company, dated March 10, 1999 Amendment
No. 9
Page 10 of 10
