UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 30, 1999
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-2207 38-0471180
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
280 Park Avenue
New York, NY 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 of former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
10.1 - Triarc Restaurant Group Senior Executive Mid-term
Incentive Plan (Portions of this exhibit have been
omitted pursuant to a request for confidential treatment)
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: April 30, 1999 By: /s/ BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President and
General Counsel
Exhibit Index
EXHIBIT DESCRIPTION PAGE NUMBER
NO.
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10.1 -- Triarc Restaurant Group Senior Executive Mid-term Incentive
Plan (Portions of this exhibit have been omitted pursuant to
a request for confidential treatment)
2
TRIARC RESTAURANT GROUP
SENIOR EXECUTIVE MID-TERM CASH INCENTIVE
PLAN
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Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 2
I. OVERVIEW AND OBJECTIVES
The Senior Executive Mid-term Cash Incentive Plan (MTCIP or The Plan)
provides incentives and rewards to Triarc Restaurant Group (TRG)
managers and key employees who contribute to TRG's success and are
involved in setting policy and making strategic decisions that
influence the Company's mid-term profitability and value to the
shareholder.
The MTCIP was specifically designed by TRG and Triarc to support the
Company's business needs and fit its distinctive culture. The Plan
directly supports the Company's mid-term profitability objectives and,
when longer-term business goals are met or exceeded, will pay
competitive incentive compensation levels.
The Plan's purpose is to:
o Provide focus on the Company's critical mid-term profit goals
o Drive participants to perform at superior levels for sustained
periods of time
o Encourage a team approach throughout the Company
o Reward participants for their contribution to the Company's
success
o Enable the Company to attract and retain outstanding employees.
II. THE ROLE OF THE MTCIP AND CASH COMPENSATION
At TRG, cash compensation includes base salaries, annual incentives
and, for MTCIP participants, mid-term incentive awards. The mid-term
incentive awards -- unlike base salaries and similar to annual
incentives -- vary from period to period according to Company
performance.
The MTCIP is designed to pay competitive levels of incentive
compensation when business profit objectives are achieved. To the
extent the Company exceeds its performance objectives, MTCIP
participants will have the opportunity to earn higher awards. However,
if actual results are below established objectives, incentive
compensation will decrease.
III. DEFINITIONS
Except as otherwise specified or as the context may otherwise require,
the following terms have the meanings indicated below for the purposes
of the Plan:
The COMPANY or TRG means Arby's, Inc., d/b/a Triarc Restaurant Group.
The BOARD or BOARD OF DIRECTORS means the Board of Directors of the
Company.
The PLAN or MTCIP means the Senior Executive Mid-term Cash Incentive
Plan of the Company.
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Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 3
PARTICIPANT means an eligible TRG employee selected for participation
in the Plan.
PERFORMANCE PERIOD means the three-year fiscal-year period, commencing
with the three-year period ending fiscal year 1998. Should the
Company's fiscal year change, Target Incentive Awards and performance
standards will be adjusted to reflect the extended or shortened period
on a pro rata basis.
EBIT means the Company's earnings before interest and taxes, determined
in accordance with generally accepted accounting principles
consistently applied.
AGGREGATE EBIT means EBIT for a Performance Period.
TARGET INCENTIVE AWARD means the amount expected to be paid for Company
performance at expected levels.
IV. PLAN ELIGIBILITY
Designated TRG executives in key decision-making positions which enable
them to have a material impact on the mid-term performance of the
Company are eligible to participate in the MTCIP. Participants will be
approved by the Board of Directors at the beginning of each Performance
Period and participants will promptly be notified of their
participation.
Only a full-time employee of the Company shall be entitled to
participation under the Plan.
V. TARGET INCENTIVE
A Participant's target incentive is expressed as a percentage of
his/her Annual Base Salary. Annual Base Salary is defined as twelve
times the employee's monthly salary as of the last day of the last year
of each Performance Period. For each Performance Period, a participant
will receive a letter which sets out the objective for Aggregate EBIT
(the "Objective") for the Performance Period and the percentage of
Annual Base Salary to be paid if such Objective is achieved. For each
Performance Period, the Objective will be determined by reference to
(a) the current year's approved Annual Operating Plan and (b) the next
two successive years within the Company's approved five (5) year Long
Range Plan, which is usually completed during the timeframe immediately
preceding the development of the Company's Annual Operating Plan. Any
changes or modifications to a Participant's Letter must be in writing
and must be approved by the Company's Board of Directors.
As new Performance Periods begin every year, there will eventually be
three concurrent Performance Periods.
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Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 4
1996 1997 1998 1999 2000 2001
Period 1 X X X
Period 2 X X X
Period 3 X X X
Period 4 X X X
VI. 80% FINANCIAL OBJECTIVE ACHIEVEMENT
If achievement of the Objective for any Performance Period is greater
than or equal to 80%, but less than 101% of Objective, payment will be
made according to the following guidelines. At 80% achievement, the
actual payout will be 50% of target. For each additional two percentage
points achievement between 80% and 100%, the actual payout will
increase by five percentage points.
VII. REWARD FOR ABOVE-PLAN OBJECTIVE FINANCIAL PERFORMANCE
In the event Objective is exceeded, payment will be made according to
the following guidelines. An incremental five percentage points will be
earned for each two percentage points over the Objective that the
Company achieves up to a maximum of 50% above the Objective.
VIII. CONDITIONS FOR PAYMENT OF INCENTIVE COMPENSATION
A Participant must be in the employ of the Company at the end of the
Performance Period to be entitled to incentive compensation under the
Plan, as outlined above, with the following exceptions:
1. DEATH
If a Participant dies during the Performance Period,
incentive compensation will be proportioned to the
duration of his/her participation in the Plan during
the Performance Period ("prorated"). For any year
during the Performance Period which was not completed
at the time of the Participant's death, it will be
assumed that the Company achieved 100% of the
Objective for that year for purposes of calculating
the Participant's incentive compensation. Such
compensation shall be paid to the Participant's
beneficiary within ninety (90) days of the
Participant's death, as determined by the Company's
President.
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Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 5
2. APPROVED LEAVES OF ABSENCES
If a Participant is absent from work for any reason
such as illness, disability, service in the armed
forces, etc., or is able to work only part-time
during the Performance Period, the Company will, in
its sole discretion, determine the extent to which
such Participant is entitled to incentive
compensation. Each case will be handled on the basis
of its own circumstances.
3. TRANSFERS OUT OF TRIARC RESTAURANT GROUP
If a Participant transfers to Triarc Companies, Inc.
or any affiliate, the incentive compensation payable
under the Plan will be prorated, but only if the
Participant is still employed by Triarc Companies,
Inc. or an affiliate on the last day of the
Performance Period. Payout for prorated months will
occur only if Participant does not receive a payout
under a mid-term incentive plan from Triarc
Companies, Inc. or any affiliate for the same
prorated period of time. For any year during the
Performance Period which was not completed at the
time of the Participant's transfer, it will be
assumed that the Company achieved 100% of the
Objective for that year for purposes of calculating
the Participant's incentive compensation.
4. TERMINATION WITHOUT CAUSE
If a Participant is terminated without cause during
the Performance Period, within thirty (30) days after
the date of termination, the Company will pay to the
Participant an amount equal to the amount accrued for
the Participant pursuant to the MTCIP as of the date
of termination.
If a Participant is not in the employ of the Company on the last day of a
Performance Period for any reason other than those stated in (1) through (3)
above, such Participant shall not be entitled to incentive compensation from the
Plan, unless the Board of Directors of the Company, in its sole discretion,
determines otherwise.
IX. AWARD PAYMENT
Senior Executive Mid-term Incentive Awards will be paid as soon as
practicable after the close of the audited books for the final year of
the Performance Period. Awards are expected to be made within three
months of the end of a Performance Period. Payments will be made to
Participants in cash.
The determinations made by the Board in the event of normal retirement
or disability will be made based on an analysis of the Participant's
contribution during employment, the trend of performance measurement
factors to the date of such retirement or disability and any other
pertinent factors.
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Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 6
X. MISCELLANEOUS
Within the limitations set forth herein, the Company may adopt and, as
appropriate, revise the procedures necessary to implement the terms and
conditions of the Plan.
The Plan does not constitute a contract of employment and the Company
specifically reserves its right to terminate a Participant's employment
at any time with or without cause, and with or without notice or
assigning a reason.
Participation, or lack of participation, in the Plan with respect to a
particular Performance Period does not imply participation, or lack of
participation, for any subsequent Performance Period.
In no event may a Participant draw upon or have any right to payments
which may be earned under the Plan until the end of the Performance
Period and final determination of award payments.
Participants who have accrued rights to payments under the Plan shall be general
creditors of the Company and shall not have any interest in the income or assets
of the Company. Rights to awards may not be assigned, used as collateral or
otherwise transferred or disposed of voluntarily or involuntarily without the
Company's prior written consent.
XI. PLAN AMENDMENT AND TERMINATION
The Board of Directors shall have the power, in its sole discretion, to
amend, suspend or terminate the Plan at anytime, except that no such
action shall adversely affect the rights under any award previously
made without the consent of the affected Participant.
<PAGE>
Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 7
EXHIBIT A
TRG - MTCIP
FINANCIAL TARGETS/CYCLE
1996-1998 CYCLE 1
1996 Operating Profit N/A
1997 Operating Profit [*]
1998 Operating Profit [*]
PARTICIPANTS:
R. Smith
[*]
1997-1999 CYCLE 2
1997 Operating Profit [*]
1998 Operating Profit [*]
1999 Operating Profit [*]
PARTICIPANTS:
R. Smith
[*]
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[*] Redacted pursuant to a request for confidential treatment pursuant to Rule
24b-2.
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Triarc Restaurant Group Senior Executive Mid-term Incentive Plan 8
TRG - MTCIP
FINANCIAL TARGETS/CYCLE
1998-2000 CYCLE 3
1998 Operating Profit [*]
1999 Operating Profit [*]
2000 Operating Profit [*]
PARTICIPANTS:
Same as Cycle 2
1999-2001 CYCLE 4
1999 Operating Profit [*]
2000 Operating Profit [*]
2001 Operating Profit [*]
PARTICIPANTS:
Same as Cycle 2
NOTE: [*]
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[*] Redacted pursuant to a request for confidential treatment pursuant to Rule
24b-2.
