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. 9)
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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)
-----------------------
MARCH 10, 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).
Page 1 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 2 of 12 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 2 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 3 of 12 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)
29.6% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
Page 3 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 895927 10 1 Page 4 of 12 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)
28.4% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
Page 4 of 12
<PAGE>
CUSIP NO: 895927 10 1
AMENDMENT NO. 9 TO SCHEDULE 13D
-------------------------------
This Amendment No. 9 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 (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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is amended by deleting the last paragraph
thereof and substituting in its place the following paragraph:
Mr. Peltz has 1,231,666 options to purchase shares of Common Stock
which are exercisable within 60 days, and Mr. May has 826,667 options to
purchase shares of Common Stock which are exercisable within 60 days, awarded to
Page 5 of 12
<PAGE>
CUSIP NO: 895927 10 1
Messrs. Peltz and May pursuant to the Company's 1993 equity participation plan.
Item 4. Purpose of Transaction.
Item 4 of the Statement is supplemented in the following manner:
On March 10, 1999, Messrs. Nelson Peltz and Peter W. May notified the
Company that they have withdrawn their $18 per share going-private proposal,
effective immediately.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is amended by deleting the fifth and sixth
paragraphs thereof and substituting in their place the following paragraphs:
During the period between April 15, 1997 and June 1, 1998, Mr. Peltz
acquired with his own funds 2,250 shares of Common Stock in open market
purchases, which were given as gifts to Mr. Peltz's minor children, and 150
shares of Common Stock in open market purchases, on behalf of his minor child.
Mr. Peltz disclaims beneficial ownership of such shares.
The Peltz Family Limited Partnership (the "Peltz L.P.")has purchased
21,000 shares of Common Stock in August and September of 1998. By virtue of his
position as general partner of Peltz L.P., Mr. Peltz may be deemed to own
beneficially the shares of Common Stock owned by Peltz L.P.
Page 6 of 12
<PAGE>
CUSIP NO: 895927 10 1
On August 27, 1998, Mr. May acquired with his own funds 20,000 shares
of Common Stock in open market purchases.
In addition to the foregoing, Messrs. Peltz and May beneficially own
1,231,666 and 826,667 shares of Common Stock, respectively, representing stock
options that may be exercised within 60 days.
As a result, Messrs. Peltz and May may be deemed to beneficially own an
aggregate of 7,265,033 and 6,856,334 shares of Common Stock, representing
approximately 29.6% and 28.4% of the outstanding shares of Common Stock.
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 agreement, dated October 12, 1998, referred to in the previous
paragraph, has terminated.
Item 7. Material To Be Filed as Exhibits.
The following document is included in this Statement as an Exhibit
thereto:
Press release issued by the Company, dated March 10, 1999.
Page 7 of 12
<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: March 12, 1999
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 12
<PAGE>
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 9 of 12
<PAGE>
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
24 Press release issued by the Filed
Company, dated March 10, 1999 herewith
Page 10 of 12
CUSIP NO: 895927 10 1
EXHIBIT 24
T R I A R C
Triarc Companies, inc.
280 Park Avenue
New York, NY 10017
Tel 212 451 3000
(NY-TRIARC)(TRY) Peltz and May Withdraw Going-Private Proposal; Board Approves
"Dutch Auction" Self-Tender for Up to 5.5 Million Shares
NEW YORK--March 10, 1999--Triarc Companies, Inc. (NYSE:TRY) announced
today that it has been advised by Nelson Peltz and Peter W. May, the Chairman
and Chief Executive Officer and Officer and the President and Chief Operating
Officer, respectively, of Triarc that they have withdrawn their $18 per share
going private proposal, effective immediately.
Triarc also announced that its Board of Directors unanimously approved
a tender offer for up to 5.5 million shares of the Company's Common Stock at a
price of not less than $16 1/4 and not more than $18 1/4 per share, pursuant to
a "Dutch Auction."
Commenting on today's announcements, Nelson Peltz, said: "We are
withdrawing our offer because we believe it is not in the best interests of
shareholders at this time. Our recently completed debt financings, coupled with
the tender offer, support the Company's goal of maximizing shareholder value.
Our beverage and restaurant franchising businesses continue to grow and we are
confident about the future."
Triarc has approximately 29.3 million shares of Common Stock currently
outstanding. The offer to purchase up to 5.5 million shares of Common Stock from
existing shareholders equates to approximately 18.8% of the number of shares
currently outstanding. The closing price of the Company's stock on March 9, 1999
was 157/8. The exact price of the tender offer will be determined by a procedure
commonly referred to as a Dutch Auction (See Editors Note).
The tender offer is expected to commence on March 12, 1999. The tender
offer, proration period and withdrawal rights will expire at 12:00 midnight, New
York City time on April 13, 1999, unless the tender offer is extended.
The Company stated that neither the Company nor its Board of Directors
makes any recommendation to stockholders to tender shares of Common Stock. It is
not anticipated that any directors, executive officers or affiliates of the
Company will tender shares pursuant to the offer.
The tender offer will be subject to various terms and conditions
described in offering materials to be mailed on or about March 12, 1999 to
Triarc shareholders of record as of March 10, 1999. The tender offer is
conditioned on 3,500,000 shares of Common Stock being tendered, unless such
condition is waived by the Company.
Wasserstein Perella & Co., Inc. will act as Dealer Manager for the
offer and Georgeson & Company Inc. will serve as Information Agent. Questions
or requests
Page 11 of 12
<PAGE>
CUSIP NO: 895927 10 1
for assistance or for copies of the Offer to Purchase may be directed to either
the Dealer manager or Information Agent at their respective addresses and
telephone numbers listed below.
Triarc is a leading premium beverage company (Snapple(R), Mistic(R) and
Stewart's(R)), a restaurant franchisor (Arby's(R), T.J. Cinnamons(R) and Pasta
Connection(tm)) and a producer of soft drink concentrates (Royal Crown(R), Diet
Rite(R) and Nehi(R)).
DEALER MANAGER INFORMATION AGENT:
Wasserstein Perella & Co., Inc. Georgeson & Company Inc.
31 West 52nd Street Wall Street Plaza
New York, NY 10019 New York, NY 10005
(212) 969-2700 (800) 223-2064
EDITOR'S NOTE: Under this tender offer, the price to be paid per share
will be set by "Dutch Auction," meaning the Company will pay only that amount
per share which is necessary, within the stated range, in order to secure the
needed number of shares to complete the offer. Once the price per share is
determined, all shareholders will be paid the same amount for each share of
stock sold.
CONTACT: Triarc Companies, Inc., New York
Anne A. Tarbell, 212/451-3030
www.triarc.com
Page 12 of 12
