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 2, 2000.
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
$277,855,175 as of April 25, 2000. There were 19,921,188 shares of the
registrant's Class A Common Stock and 3,998,414 shares of the registrant's Class
B Common Stock outstanding as of April 25, 2000.
<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 the Chairman and
Chief Executive Officer of the Company since April
1993. Since then, he has also been a director or
manager and officer of certain of the Company's
subsidiaries, including a manager and Chairman and
Chief Executive Officer of Triarc Consumer Products
Group, LLC ("TCPG"), since January 1999, and a
director and Chairman of Triarc Beverage Holdings
Corp. ("TBHC") since April 1997. 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 has also served as a
director of MCM Capital Group, Inc. since February
1998. Mr. Peltz is 57 years of age.
<PAGE>
Peter W. May....... Mr. May has been a director and the President and
Chief Operating Officer of the Company since April
1993. Since then, he has also been a director or
manager and officer of certain of the Company's
subsidiaries, including a manager and President and
Chief Operating Officer of TCPG since January 1999,
and a director and Vice Chairman of TBHC since April
1997. 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 has also served as a director of MCM
Capital Group, Inc. since February 1998 and served as
a director of Ascent Entertainment Group, Inc. from
June 1999 to April 2000 and of On Command Corporation
from February 2000 to April 2000. Mr. May is 57 years
of age, and the father of Jonathan P. May, Chief
Executive Officer of the Triarc Restaurant Group.
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 Innovative Clinical Solutions,
Ltd. (formerly PhyMatrix, Inc.), and of Counsel
to Whitman Breed Abbott & Morgan. Mr. Carey is 81
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 63 years of age.
<PAGE>
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 59 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
68 years of age.
Jeffrey S. Silverman.. Mr. Silverman has been a director of the Company since
May 1999. Mr. Silverman has been Chairman and co-
founder of LTS Capital Partners, L.L.C., an investment
firm, since August 1997, and Chairman and Chief
Executive Officer of Financial Performance Corporation
since January 2000.From January 1983 until August 1997,
Mr. Silverman served as Chief Executive Officer of
PLY-GEM Industries, Inc., a home improvement building
products supplier, and he served as its Chairman from
February 1986 through August 1997. Mr. Silverman is 54
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., 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.
<PAGE>
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 and United Rentals Inc.
He is a trustee of Boston University, the Mount
Sinai-NYU Medical Center Board and the New York
University School of Medicine Foundation Board.
Mr. Tsai is 71 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.. 57 Director; Chairman and Chief
Executive Officer
Peter W. May.. 57 Director; President and Chief
Operating Officer
Michael Weinstein.. 51 Chief Executive Officer of the
Triarc Beverage Group
Jonathan P. May.. 33 Chief Executive Officer of the
Triarc Restaurant Group
John L. Barnes, Jr. .. 52 Executive Vice President and
Chief Financial Officer
Eric D. Kogan... 36 Executive Vice President --
Corporate Development
Brian L. Schorr.. 41 Executive Vice President,
General Counsel, and
Assistant Secretary
Francis T. McCarron.. 43 Senior Vice President -- Taxes
<PAGE>
Anne A. Tarbell.. 41 Senior Vice President --
Corporate Communications
and Investor Relations
Stuart I. Rosen.. 40 Vice President and Associate
General Counsel, and Secretary
Fred H. Schaefer.. 55 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).
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.
Jonathan P. May has been Chief Executive Officer of the Triarc Restaurant
Group and certain of its subsidiaries since July 1999. From 1996 to July 1999,
Mr. May was Vice-President, Concept Development of the Triarc Restaurant Group.
From 1995 to 1996, Mr. May was Vice President, Worldwide Planning of the Triarc
Restaurant Group. Mr. May was Director, Corporate Development of the Company
from 1993 to 1995. Previously, Mr. May was employed by McKinsey & Co., Inc.
from September 1989 to June 1991. Mr. May is the son of Peter W. May.
John L. Barnes, Jr. has been Executive Vice President and Chief
Financial Officer of Triarc and certain of its subsidiaries 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 and certain of its subsidiaries 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. Prior thereto, Mr. Kogan was a Vice President of Trian from
September 1991 to April 1993. Mr. Kogan has also served as a director of MCM
Capital Group, Inc. since February 1998.
<PAGE>
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.That firm provides legal services to Triarc and its
subsidiaries.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc
and certain of its subsidiaries since April 1993. Prior thereto, he was Vice
President -- Taxes of Trian from its formation in January 1989 to April 1993.
Anne A. Tarbell has been Senior Vice President -- Corporate
Communications and Investor Relations of Triarc, and Senior Vice President of
certain of its subsidiaries, 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.
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 and certain of its subsidiaries since April 1993. Prior thereto, he
was Vice President and Chief Accounting Officer of Trian from its formation in
January 1989 to April 1993.
The term of office of each executive officer is until the
organizational meeting of the Board following the next annual meeting of Triarc
stockholders and until his or her successor is elected and qualified or until
his or her prior death, resignation or removal.
(c) Identification of Certain Significant Employees
Not applicable.
(d) Family Relationships
Any family relationship between any director, executive officer or
person nominated or chosen by the Company to become a director or officer is set
forth in "Item 10(a)-Identification of Directors" and "Item 10(b)-Identification
of Executive Officers." The information set forth in such Items 10(a) and 10(b)
is hereby incorporated herein in its entirety by reference.
<PAGE>
(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 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 1999.
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
<PAGE>
Plan (the "1993 Plan"), the Company's 1998 Equity Participation Plan (the "1998
Plan"), the Company's 1999 Executive Bonus Plan and the Triarc Beverage Holdings
Corp. 1997 Stock Option Plan (the "TBHC Plan") with respect to the fiscal year
ended December 28, 1997, the fiscal year ended January 3, 1999 and the fiscal
year ended January 2, 2000 to, Triarc's Chairman and Chief Executive Officer,
President and Chief Operating Officer and the other executive officers of Triarc
who constituted Triarc's most highly compensated executive officers during
fiscal 1999 (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.
Mr. Weinstein serves as a director and officer of TBHC and certain of its
subsidiaries (including Snapple and Mistic). 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 Plan) was paid by Triarc and
represents amounts paid for services rendered to Triarc and its subsidiaries.
All compensation set forth in the Summary Compensation Table for Mr. Weinstein
was paid by subsidiaries of TBHC for services rendered to the Triarc Beverage
Group. All non-cash awards granted to any Named Officer were made by Triarc
except for certain awards made to Mr. Weinstein and options granted under the
TBHC Plan. Additional information with respect to the compensation arrangements
for the Chairman and Chief Executive Officer and the other 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 fiscal
1997, fiscal 1998 or fiscal 1999.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Principal Position Period Salary($) Bonus($) Compensation($)
- ---------------------------- ------ --------- -------- ---------------
<S> <C> <C> <C> <C>
Nelson Peltz ................. 1999 933,333 5,554,350(2) 300,034(6)
Chairman and Chief Executive 1998 1 -- 329,067(6)
Officer of Triarc 1997 1 -- 429,872(6)
Peter W. May ................. 1999 800,000 2,664,650(2) 148,285(7)
President and Chief Operating 1998 1 -- 134,173(7)
Officer of Triarc 1997 1 -- 153,288(7)
Michael Weinstein.............. 1999 500,000 225,000 (8)
Chief Executive Officer of the 1998 500,000 225,000 (8)
Triarc Beverage Group 1997 458,333 2,250,000(4) (8)
John L. Barnes, Jr. ......... 1999 300,000 800,000(3) (8)
Executive Vice President and 1998 300,000 585,000(3) (8)
Chief Financial Officer of
Triarc 1997 300,000 650,000(3) (8)
Eric D. Kogan ................ 1999 300,000 800,000(3) (8)
Executive Vice President -- 1998 285,583 595,417(3) (8)
Corporate Development of
Triarc 1997 250,000 700,000(3) (8)
Brian L. Schorr .............. 1999 312,500 800,000(3) (8)
Executive Vice President and 1998 312,500 585,000(3) (8)
General Counsel of Triarc
1997 312,500 650,000(3)(5) (8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Awards Payouts
Securities
Name and Principal Underlying LTIP All Other
Position Period Options/SARs(#)(1) Payouts($) Compensation($)
- --------- ------ ------------------ ---------- ---------------
<S> <C> <C> <C> <C>
Nelson Peltz ................. 1999 226,000(9) -- 8,800(11)
Chairman and Chief Executive 1998 26,000(10) -- --
Officer of Triarc 1997 150,000 -- --
Peter W. May ................. 1999 113,000(9) -- 8,800(11)
President and Chief Operating 1998 13,000(10) -- --
Officer of Triarc 1997 100,000 -- --
Michael Weinstein........... 1999 46,000(9) -- 6,400(11)
Chief Executive Officer of the 1998 10,000 -- 5,600(11)
Triarc Beverage Group 1997 21,000(10) -- 4,000(11)
John L. Barnes, Jr. ......... 1999 56,600(9) -- 8,800(11)
Executive Vice President and 1998 50,000 -- 7,200(11)
Chief Financial Officer of 6,600(10)
Triarc 1997 50,000 -- 6,400(11)
Eric D. Kogan ................ 1999 56,600(9) -- 8,800(11)
Executive Vice President -- 1998 50,000 -- 7,200(11)
Corporate Development of 6,600(10)
Triarc 1997 50,000 -- 6,400(11)
Brian L. Schorr .............. 1999 56,600(9) -- 12,787(12)
Executive Vice President and 1998 50,000 -- 11,187(12)
General Counsel of Triarc 6,600(10)
1997 50,000 -- 10,387(12)
</TABLE>
- ---------
(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) Includes special bonuses paid in connection with the completion of
certain transactions and payments made pursuant to the 1999 Executive
Bonus Plan described below.
<PAGE>
(3) Includes special bonuses paid in connection with the completion of
certain transactions.
(4) Includes, as consideration for Mr. Weinstein's added responsibilities
in connection with the reorganization of the Triarc Beverage Group, the
acquisition of Snapple and the cancellation of certain stock
appreciation rights with respect to shares of Mistic common stock, a
special payment of $2,000,000 awarded under the terms of Mr.
Weinstein's 1997 employment agreement that Mr. Weinstein received on
January 2, 2000. Of such amount, $1,000,000 vested as of July 1, 1997
and $333,333 vested on each of January 2, 1998, January 2, 1999 and
January 2, 2000. For additional information, see "Certain Employment
Arrangements with Executive Officers - Michael Weinstein."
(5) Such amount constitutes Mr. Schorr's aggregate bonus with respect to
fiscal 1997, $600,000 of which was paid in January 1998 as an advance
against such bonus, with the balance being paid in March 1998.
(6) Includes imputed income of $227,801, $266,837 and $233,856 arising out
of the use of corporate aircraft in fiscal 1999, fiscal 1998 and fiscal
1997, respectively.
(7) Includes imputed income of $94,791, $77,138 and $85,841 arising out of
the use of corporate aircraft in fiscal 1999, 1998 and 1997,
respectively, and fees of $40,000 paid by Triarc on behalf of Mr. May
for tax and financial planning services in each of fiscal 1999, fiscal
1998 and fiscal 1997.
(8) 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."
(9) Includes 26,000, 13,000, 6,600, 6,600, 6,600 options granted in 1998
under the TBHC Plan to Messrs. Peltz, May, Barnes, Kogan and Schorr,
respectively, and 21,000 options granted in 1997 under the TBHC Plan to
Mr. Weinstein, the exercise prices of which were equitably adjusted in
1999. In May 1999, in accordance with the terms of the TBHC Plan, the
Performance Compensation Subcommittee of the Triarc Board of Directors
equitably adjusted the exercise price of all outstanding options under
the TBHC Plan to reflect the effects of the transfer of cash and
deferred tax assets from TBHC to Triarc and the contribution of
Stewart's Beverages, Inc. to TBHC. As a result, the exercise price of
each of the TBHC options granted in 1998 at an exercise price of
$191.00 per share was equitably adjusted to $138.83 per share and the
exercise price of each TBHC option granted in 1997 at an
<PAGE>
exercise price of $147.30 per share was equitably adjusted to $107.05
per share. In addition, holders of options with an original exercise
price of $147.30 per share may be entitled to a cash payment of $51.34
per share, and holders of options with an original exercise price of
$191.00 per share may be entitled to a cash payment of $39.40 per
share, if they exercise their options or their right to resell their
shares to TBHC. Triarc has agreed with TBHC that it will pay or
reimburse TBHC for any such cash payment to a holder of options to the
extent that such holder was an employee of Triarc (but not an employee
of a subsidiary of Triarc) on May 17, 1999.
(10) Represents grants of options made pursuant to the TBHC Plan which were
equitably adjusted in 1999. See footnote (9) above.
(11) Represents amounts contributed to 401(k) plan by Triarc (Snapple, in
the case of Mr. Weinstein) on behalf of the Named Officer.
(12) Includes $8,800, $7,200 and $6,400 contributed to 401(k) plan by Triarc
on behalf of Mr. Schorr in fiscal 1999, 1998 and 1997, respectively,
and $3,987 of other compensation paid by Triarc in an amount equal to
premiums for life insurance in each of fiscal 1999, 1998 and 1997.
Compensation of Directors
Each non-management director of the Company receives an annual retainer
of $30,000 for serving on the Board. In addition, each non-management director
of the Company also receives $1,500 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. See "Executive Compensation -- Certain Employment Arrangements
with Executive Officers" below for certain information relating to compensation
of the Company's management directors.
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 such director's
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 (effective as of the date of the Company's 2000 Annual Meeting), such
director receives options to purchase 4,000 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
<PAGE>
and related matters, see "Item 3. Legal Proceedings" in the Company's Annual
Report on Form 10-K for the fiscal year ended January 2, 2000, 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. Under the terms of
their original employment and compensation arrangements, which expired by their
terms in April 1999, each of them received an annual base salary of $1.00. In
addition, Messrs. Peltz and May participated in the incentive compensation and
welfare and benefit plans made available to Triarc's corporate officers. New
employment agreements were entered into by the Company and Messrs. Peltz and
May, effective as of May 1, 1999. The agreements provide for a five year term
through April 30, 2004, unless otherwise terminated as provided therein, with
automatic annual one year renewals unless either the Company or the executive
gives written notice not later than 180 days preceding the date of any such
extension that such party does not wish to extend the term. The agreements
provide for annual base salaries of $1,400,000 per year for Mr. Peltz and
$1,200,000 per year for Mr. May, subject to increase but not decrease from time
to time. In addition, the executives will receive an annual bonus for each
fiscal year at least equal to the bonus amount actually earned under the
stockholder approved 1999 Executive Bonus Plan; provided that the Board of
Directors (including the Compensation Committee) may award additional bonuses in
its discretion. In the event employment is terminated by the Company without
"cause", or by the executive for "good reason" (as each such term is defined in
the agreements), or at the executive's option following a "change of control,"
the agreements provide that each executive will be entitled to receive within
ten days of termination, among other things, an amount equal to the sum of: (i)
the executive's then current base salary through the date of termination, any
bonus amounts payable, and accrued vacation pay; (ii) the executive's then
current base salary through the remainder of the employment term; (iii) five
times the highest bonus as calculated under the agreements; and (iv) five times
the sum of Company contributions paid or accrued on the executive's behalf to
any defined contribution retirement plans during the year preceding termination
. In addition, the executives will be entitled to receive a pro rata bonus for
the year in which the termination occurs. "Change of control" would generally
include the following events: (i) a majority of the Company's directors being
replaced; (ii) any person, defined in the Securities Exchange Act of 1934, as
amended, acquires 50% or more of the combined voting power of the Company's
voting securities; (iii) a sale of all or substantially all of the assets of the
Company; (iv) a merger or similar transaction that requires stockholder
approval, unless the Company's stockholders continue to own 50% or more of the
combined voting power of the resulting entity's voting securities; (v) the
Company's
<PAGE>
stockholders approve a plan of complete liquidation or dissolution of the
Company; or (vi) such other events as may be designated by the Board of
Directors. Under the agreements, in the event that any benefit paid to Messrs.
Peltz and May becomes subject to excise tax imposed under Section 4999 of the
Internal Revenue Code, the Company will indemnify Messrs. Peltz and May so that
after payment of such excise taxes, Messrs. Peltz and May will be in the same
after-tax position as if no excise tax had been imposed. The agreements also
provide that in the event that employment is terminated without "cause" by the
Corporation, by Messrs. Peltz or May for "good reason", or under other specified
circumstances (including a change of control), all non-vested stock options and
other non-vested stock or stock-based awards then owned by the executives will,
subject to certain limitations, vest immediately and (i) subject to certain
limitations, all of such awards granted on or after February 24, 2000 and (ii)
all of the Company stock options granted before February 24, 2000 with an
exercise price greater than $17.6875 per share (the closing price of the
Company's common stock on such date), will remain exercisable until the earlier
of one year following termination or the award's stated expiration date.
Michael Weinstein. Snapple and Mistic entered into an amended and
restated employment agreement, effective as of June 1, 1997, with Michael
Weinstein, providing for the employment of Mr. Weinstein as the Chief Executive
Officer of TBHC, Snapple, Mistic and Royal Crown. The term of employment will
continue until January 2, 2001, unless otherwise terminated as provided in the
agreement. Mr. Weinstein's employment agreement is automatically renewed for
additional one year periods unless either Mr. Weinstein or Snapple elect, upon
180 days' notice, not to renew. Mr. Weinstein receives an annual base salary of
$525,000, and is eligible to receive an annual cash incentive bonus and future
grants of options to purchase shares of the Company's Class A Common Stock. Mr.
Weinstein also received a special payment of $2,000,000 in January 2000, of
which $1,000,000 vested as of July 1, 1997 and $333,333 vested on each of
January 2, 1998, 1999 and 2000.
Mr. Weinstein is also entitled to participate in any insurance,
including life, disability, medical and dental, vacation, pension and retirement
plans and to receive any other employee benefits and perquisites made generally
available by Snapple to its senior officers. In addition, Mr. Weinstein is
entitled to a monthly automobile allowance in the amount of $900.
In the event Snapple terminates Mr. Weinstein's employment without good
cause, Mr. Weinstein's employment agreement provides that he will receive an
amount equal to the sum of: (1) the greater of: (a) his base salary for one year
and (b) the entire amount of base salary that would be payable to Mr. Weinstein
under his employment agreement through the last day of the then current term,
plus any earned but unpaid base salary, vacation or annual bonus in respect of a
prior year owing to Mr. Weinstein accrued before the termination; plus (2)
<PAGE>
Mr. Weinstein's annual bonus for the year in which the termination occurs.
In addition, Mr. Weinstein's option to purchase 15,000 shares of
Triarc's Class A Common Stock will vest immediately as of the date of his
termination and may be exercised by Mr. Weinstein within the earlier of one year
from the date of termination or on the date the option expires. Mr. Weinstein's
employment agreement also provides that in the event of a change in control, Mr.
Weinstein may terminate his employment within 12 months following the change in
control, if he does so because of any substantial diminution of his title,
duties, or responsibilities, or any material reduction in compensation, and will
be entitled to receive the same payments that he would have been entitled to
receive had his employment been terminated without good cause.
Mr. Weinstein's employment agreement also contains confidentiality
provisions that prohibit him from disclosing confidential information relating
to Snapple, its subsidiaries or its affiliated companies during the term of his
employment agreement and for a period of four years afterwards. In addition, the
agreement contains non-competition provisions that prohibit Mr. Weinstein from
competing in the premium or carbonated beverage business for a period of 18
months following the termination of his employment for cause or his voluntary
resignation before the last day of his term of employment.
John L. Barnes, Jr., Eric D. Kogan and Brian L. Schorr. Each of Messrs.
Barnes, Kogan and Schorr, the Company's Executive Vice President and Chief
Financial Officer, Executive Vice President - Corporate Development and
Executive Vice President and General Counsel, respectively, are parties to
employment agreements with the Company entered into effective as of February 24,
2000. The agreements provide for a three year term, unless otherwise terminated
as provided therein, with automatic annual one year renewals unless either the
Company or the employee gives written notice not later than 180 days preceding
the date of any such extension that such party does not wish to extend the term.
The agreements provide for annual base salaries of $475,000 per year, subject to
increase but not decrease from time to time. In addition, the executives are
eligible to receive bonuses during each of the Company's fiscal years from time
to time as appropriate, in the sole discretion of the Company, and to
participate in the 1999 Executive Bonus Plan. In the event employment is
terminated by the Company without "cause", or by an executive for certain
specified reasons (including following a "change of control" or for "good
reason", such terms having similar definitions as in Messrs. Peltz' and May's
employment agreements), the agreements provide that each executive will be
entitled to receive within ten days of termination, among other things, an
amount equal to the sum of: (i) the executive's then current base salary through
the date of termination, any bonus amounts payable, accrued vacation pay, and
two and one-half times the sum of Company contributions paid or accrued on the
executive's behalf
<PAGE>
to any defined contribution retirement plans during the year preceding
termination; (ii) the executive's then current salary through the remainder of
the employment term (but in no event for more than two and one-half years); and
(iii) two and one-half times the highest bonus, as calculated under the
agreements. In addition, the executives will be entitled to receive a pro rata
bonus for the year in which the termination occurs. Under the agreements, in the
event that any benefit paid to Messrs. Barnes, Kogan or Schorr becomes subject
to excise tax imposed under Section 4999 of the Internal Revenue Code, the
Company will indemnify Messrs. Barnes, Kogan and Schorr so that after payment of
such excise taxes, Messrs. Barnes, Kogan and Schorr will be in the same
after-tax position as if no excise tax had been imposed. The agreements also
provide that in the event that employment is terminated without "cause" by the
Company, by Messrs. Barnes, Kogan or Schorr for "good reason", or under other
specified circumstances (including a change of control), all non-vested stock
options and other non-vested stock or stock-based awards of the Company or any
subsidiary then owned by the executives will, subject to certain limitations,
vest immediately and (i) all of such awards granted on or after February 24,
2000 and (ii) all of the Company stock options granted before February 24, 2000
with an exercise price greater than $17.6875 per share (the closing price of the
Company's common stock on such date), will remain exercisable until the earlier
of one year following termination or the award's stated expiration date.
CASH INCENTIVE PLANS
The Triarc Beverage Group ("TBG") has an annual cash incentive plan
(the "Annual Incentive Plan") for executive officers and key employees,
including Mr. Weinstein.
The 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 the 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 TBG's management in consultation with management of Triarc. Such awards may
be adjusted on a discretionary basis to reflect the relative individual
contribution of the executive or key employee, to evaluate the "quality" of
TBG's earnings or to take into account external factors that affect performance
results. Management of Triarc and TBG may also decide that multiple performance
objectives related to TBG'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. The Annual Incentive Plan
is administered by Triarc's management and may be amended or terminated at any
time.
<PAGE>
1999 EXECUTIVE BONUS PLAN
The Company's 1999 Executive Bonus Plan is designed to provide
incentive compensation for designated executive officers and key employees of
the Company and its subsidiaries that is directly related to the financial
performance of the Company. The plan was approved by the Company's stockholders
on September 23, 1999. The 1999 Executive Bonus Plan, which is effective as of
May 3, 1999, provides for two types of bonuses to be awarded to designated
participants: "Formula Bonus Awards" and "Performance Goal Bonus Awards".
Formula Bonus Awards are based solely on the Company's operating performance
using certain predetermined factors outlined in the plan. Performance Goal Bonus
Awards are based on the Company achieving certain performance goals which are
established annually by the Performance Compensation Subcommittee of the Triarc
Board of Directors (the "Performance Committee"), based on specific categories
of criteria set forth in the 1999 Executive Bonus Plan. Such criteria include
the successful completion of acquisitions, dispositions, recapitalizations,
financings and refinancings, return on the Company's investment portfolio and
other market and operating performance measures, including, among other things,
earnings per share, market share, margins, productivity improvement and stock
price. The Performance Committee establishes the performance goals as to each
participant for each plan year and, if more than one performance goal is
established, the weighting of the performance goals. Messrs. Peltz and May are
eligible to receive Formula Bonus Awards and each of Messrs. Peltz, May, Barnes,
Kogan and Schorr has been designated by the Performance Committee as being
eligible to receive a Performance Goal Bonus Award under the 1999 Executive
Bonus Plan for plan year 2000. Performance Goal Bonus Awards may not exceed
$5,000,000 to any single participant for any plan year. The Performance
Committee may, in its sole and absolute discretion, adjust or modify the
calculation of the performance goals in certain circumstances. In addition, the
1999 Executive Bonus Plan provides that the Performance Committee may reduce or
eliminate a Performance Goal Bonus Award even if certain performance goals have
been achieved if the Performance Committee, in its sole discretion, determines
to do so. The Performance Committee may also amend, suspend, or terminate the
1999 Executive Bonus Plan or any portion thereof at any time; provided that no
such amendment or alteration shall be made that would impair the rights of any
participant without the participant's consent. Payments of awards under the 1999
Executive Bonus Plan are intended to be exempt from the tax deduction limitation
of Section 162(m) of the Internal Revenue Code, which generally limits
deductions for compensation paid to senior executive officers to $1.0 million
per year.
<PAGE>
DISCRETIONARY BONUSES
From time to time, the Compensation Committee of the Triarc Board may
award discretionary bonuses based on performance to certain 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
("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. 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 25, 2000, options to acquire a total of
7,978,684 shares of Class A Common Stock were outstanding under the 1993 Plan.
The plan is administered by the Performance Committee.
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 and 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 Fees in shares of 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
<PAGE>
of Class A Common Stock that may be granted to any individual in a calendar year
is 1,000,000 shares. As of April 25, 2000, options to acquire 1,987,000 shares
of Class A Common Stock were outstanding under the 1998 Plan. The 1998 Plan is
administered by the Performance Committee. 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 Committee on August 19, 1997, and amended in May 1999, and
provides for the grant of options to acquire common stock of TBHC, a 99.9% 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 25, 2000, options to acquire 147,450
shares of TBHC common stock were outstanding under the TBHC Plan. The TBHC Plan
is administered by the Performance Committee. The term during which options may
be granted under the TBHC Plan expires on August 18, 2007.
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 25, 2000, options to
acquire 428,250 shares of Class A Common Stock were outstanding under the 1997
Plan. The 1997 Plan is administered by the Compensation Committee of the Triarc
Board of Directors. The term during which options may be granted under the 1997
Plan expires on December 11, 2002.
OPTIONS GRANTED IN FISCAL 1999
The following table sets forth certain information with respect to
options to purchase shares of Class A Common Stock granted to the Named Officers
in the
<PAGE>
fiscal year ended January 2, 2000. No grants of options to purchase shares of
TBHC common stock were made under the TBHC Plan to any Named Officer during
fiscal 1999. No SARs were granted to any of the Named Officers, and no stock
options were exercised by any Named Officer during fiscal 1999. The grants
expiring in March 2009 were made with respect to fiscal 1998 while the other
grants listed were made with respect to fiscal 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE) DATE VALUE(3)
---- ------------- -------------- ------------- ---- --------
<S> <C> <C> <C> <C> <C>
Nelson Peltz........... 200,000 9.00% $17.75 12/22/09 $1,632,720
Peter W. May........... 100,000 4.50% $17.75 12/22/09 $816,360
Michael Weinstein...... 15,000 0.68% $17.75 12/22/09 $122,454
10,000(4) 0.45% $16.875 03/15/09 $72,847
John L. Barnes, Jr. ... 50,000 2.25% $17.75 12/22/09 $408,180
50,000(4) 2.25% $16.875 03/15/09 $364,235
Eric D. Kogan.......... 50,000 2.25% $17.75 12/22/09 $408,180
50,000(4) 2.25% $16.875 03/15/09 $364,235
Brian L. Schorr........ 50,000 2.25% $17.75 12/22/09 $408,180
50,000(4) 2.25% $16.875 03/15/09 $364,235
</TABLE>
- ---------
(1) All options granted to Named Officers during 1999 were granted under
the 1998 Plan. One third of the optionsgranted under the 1998 Plan will
vest on each of the first, second and third anniversaries of the date
of grant and the options will be exercisable at any time between the
date of vesting and the tenth anniversary of the date of grant. The
option agreements evidencing options to purchase shares of Class A
Common Stock awarded to directors of Triarc, the Chairman and Chief
Executive Officer, the President and Chief Operating Officer, and all
officers of Triarc at the level of Senior Vice President or above
provide that the options may be transferred by the optionee pursuant to
a domestic relations order or to certain permitted transferees.
(2) The percentages are based on the aggregate number of options granted in
fiscal 1999 to purchase Class A Common Stock. Of the 2,221,000 total
options to purchase Class A Common Stock granted in fiscal 1999,
options to purchase 844,250 shares were granted March 15, 1999 with
respect to fiscal 1998.
(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
<PAGE>
assumptions were used to calculate the present value of the option
grants with respect to Class A Common Stock:
(a) assumed option term of seven years;
(b) stock price volatility factors of .2895 and .2865 for the
March 15, 1999 and December 22, 1999 grants, respectively;
(c) annual discount rates of 5.34% and 6.57% for the March 15,
1999 and December 22, 1999 grants, respectively; and
(d) no dividend payment.
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.
(4) These options were granted on March 15, 1999 in respect of fiscal 1998.
In addition to the foregoing grants of options, in May 1999, in
accordance with the terms of the TBHC Plan, the Performance Committee equitably
adjusted the exercise price of all outstanding options under the TBHC Plan to
reflect the effects of the transfer of cash and deferred tax assets from TBHC to
Triarc and the contribution of Stewart's Beverages, Inc. to TBHC. See footnote
(9) to the Summary Compensation Table above. The following table sets forth
certain information with respect to the options previously issued to the Named
Officers that were equitably adjusted in 1999.
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE)(3) DATE VALUE(4)
---- ------------- -------------- ---------------- ---- --------
<S> <C> <C> <C> <C> <C>
Nelson Peltz.............. 26,000 17.88% $138.83 06/20/08 $6,045,520
Peter W. May.............. 13,000 8.94% $138.83 06/20/08 $3,022,760
Michael Weinstein...... 21,000 14.44% $107.05 08/19/07 $5,479,110
John L. Barnes, Jr. ....... 6,600 4.54% $138.83 06/20/08 $1,534,632
Eric D. Kogan.............. 6,600 4.54% $138.83 06/20/08 $1,534,632
Brian L. Schorr............ 6,600 4.54% $138.83 06/20/08 $1,534,632
</TABLE>
- ---------
(1) All options that were equitably adjusted during 1999 were granted under
the TBHC Plan. One third of the options granted under the TBHC Plan
vested on July 1, 1999, and one-third will vest on each of July 1, 2000
and July 1, 2001.
(2) The percentages are based on the 145,425 total options previously
granted under the TBHC Plan that were equitably adjusted in 1999.
<PAGE>
(3) The exercise price reflects the equitable adjustment made to the
options in 1999. The options were originally granted to each of Messrs.
Peltz, May, Barnes, Kogan and Schorr in June 1998, at an exercise price
of $191.00 per share, and to Mr. Weinstein in August 1997, at an
exercise price of $147.30 per share. Such exercise prices reflected the
fair market value of the TBHC common stock on the original date of
grant as determined by a third-party independent appraiser.
(4) 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 common stock:
(a) assumed option term of seven years from the original date of
grant;
(b) stock price volatility factor of 0.0001, reflecting the fact
that, as a privately held subsdiairy, the TBHC common stock
does not have a public trading market;
(c) an annual discount rate of 5.66%;
(d) no dividend payment; and
(e) 3% discount of Black-Scholes ratio for each year an option
remains unvested.
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.
OPTION VALUES AT END OF FISCAL 1999
The following table sets forth certain information concerning the value
as of January 2, 2000 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 1999.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED 1999(#) 1999($)(1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Nelson Peltz
Triarc Options................ -0- -0- 1,281,666/2,408,334 3,973,246/465,379
TBHC Options............... -0- -0- 8,666/17,334 1,842,045/3,684,515
Peter W. May
Triarc Options............... -0- -0- 860,000/1,575,000 2,681,254/305,621
TBHC Options............... -0- -0- 4,333/8,667 921,022/1,842,258
Michael Weinstein
Triarc Options................ -0- -0- 31,666/38,334 187,246/97,379
TBHC Options............... -0- -0- 7,000/14,000 1,793,960/3,671,920
John L. Barnes, Jr.
Triarc Options............... -0- -0- 203,334/156,666 907,425/339,650
TBHC Options.............. -0- -0- 2,200/4,400 467,632/935,264
Eric D. Kogan
Triarc Options.............. -0- -0- 212,334/166,666 945,250/398,000
TBHC Options............. -0- -0- 2,200/4,400 467,632/935,264
Brian L. Schorr
Triarc Options............. -0- -0- 238,334/156,666 1,063,675/339,650
TBHC Options............ -0- -0- 2,200/4,400 467,632/935,264
</TABLE>
- ---------
(1) On December 31, 1999 (the last trading day during fiscal 1999), the
closing price of Class A Common Stock on the New York Stock Exchange
was $18.375 per share. TBHC common stock is not publicly traded. The
per share value as of January 2, 2000 is based on a May 17, 1999
valuation of $311.99 per share provided to TBHC by an independent third
party, the latest valuation prepared.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Levato was appointed to the Compensation Committee of the Board of
Directors in July 1997. Mr. Levato has been a director of the Company since
July 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
Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership as of April 1,
2000 by each person known by the Company to be the beneficial owner of more than
5% of the
<PAGE>
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 above (the "Named Officers") who
was an executive officer of the Company as of April 1, 2000 and all directors
and executive officers as a group. Except as otherwise indicated, each person
has sole voting and dispositive power with respect to such shares.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
DWG Acquisition Group, L.P. ...... 5,982,867 shares(1) 30.0%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ..................... 7,373,567 shares(1)(2)(3) 34.7%
280 Park Avenue
New York, NY 10017
Peter W. May ..................... 6,931,333 shares(1)(2) 33.3%
280 Park Avenue
New York, NY 10017
Neuberger Berman Inc. 2,014,050 shares (4) 10.1%
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158
William Ehrman ................... 1,883,695 shares(5) 9.5%
Frederick Ketcher
Jonas Gerstl
Frederic Greenberg
William D. Lautman
350 Park Avenue
New York, NY 10022
Hugh L. Carey..................... 41,541 shares *
Clive Chajet...................... 34,800 shares(6) *
Joseph A. Levato.................. 174,500 shares *
David E. Schwab II................ 31,500 shares *
Jeffrey S. Silverman.............. 46,773 shares *
Raymond S. Troubh................. 47,000 shares *
Gerald Tsai, Jr. ................. 44,891 shares *
Michael Weinstein................. 46,633 shares *
John L. Barnes, Jr. .............. 264,001 shares 1.3%
Eric D. Kogan..................... 293,001 shares 1.5%
Brian L. Schorr................... 301,991 shares 1.5%
Directors and Executive Officers
as a group (19 persons)......... 9,930,165 shares 42.1%
<PAGE>
- ---------
* Less than 1%
(1) 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.
(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz
and Mr. May are the sole general partners.
(3) Includes 21,200 shares owned by a family trust of which Mr. Peltz is a
trustee and 2,600 shares owned by minor children of Mr. Peltz. Mr.
Peltz disclaims beneficial ownership.
(4) The information set forth herein with respect to Neuberger Berman, LLC
("Neuberger LLC") and Neuberger Berman, Inc. (the parent holding
company of Neuberger LLC, "Neuberger Inc.") is based solely on
information contained in a Schedule 13G filed with the Securities and
Exchange Commission (the "SEC") on February 10, 2000 pursuant to the
Exchange Act. Neuberger LLC, along with Neuberger Berman Management
Inc. ("Management"), serve as sub-adviser and investment manager,
respectively, of Neuberger Inc.'s various mutual funds. Neuberger LLC
and Management are deemed to be beneficial owners of 2,014,050 shares
of Class A Common Stock. These shares are included as shares over which
Neuberger LLC and Management has shared voting and dispositive power.
Neuberger LLC and Management disclaim beneficial ownership of 103,100
shares of Class A Common Stock owned by employees in their own personal
securities accounts.
(5) The information set forth herein with respect to Messrs. Ehrman,
Greenberg, Ketcher, Gerstl, and Lautman is based solely on information
contained in a Schedule 13G/A filed with the SEC on February 16, 2000
under the Exchange Act. The shares reflected include an aggregate of
1,883,695 shares of Class A Common Stock that Messrs. Ehrman, Ketcher,
Gerstl, Greenberg and Lautman may be deemed to beneficially own as
general partners of EGS Management, L.L.C., a Delaware limited
liability company, 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 Jonas
Partners, L.P., a New York limited partnership. The shares reflected
also include (i) 61,300 shares of Class A Common Stock owned directly
by Mr. Ehrman; (ii) 7,500 shares of Class A Common Stock owned directly
by Mr. Gerstl; and (iii) 2,000 shares of Class A Common Stock owned
directly by Mr. Greenberg.
(6) Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares
Mr. Chajet disclaims beneficial ownership.
-------------------
<PAGE>
The above beneficial ownership table includes options to purchase
shares of Class A Common Stock which have vested or will vest within 60 days of
April 1, 2000 by the following persons:
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER REPRESENTED BY OPTIONS
- ------------------------ ----------------------
Nelson Peltz.............................. 1,340,000 shares
Peter W. May.............................. 901,666 shares
Hugh L. Carey............................. 27,000 shares
Clive Chajet.............................. 27,000 shares
Joseph A. Levato.......................... 146,000 shares
David E. Schwab II........................ 27,000 shares
Jeffrey S. Silverman...................... 7,500 shares
Raymond S. Troubh......................... 27,000 shares
Gerald Tsai, Jr. ......................... 30,000 shares
Michael Weinstein......................... 43,333 shares
John L. Barnes, Jr. ...................... 260,001 shares
Eric D. Kogan............................. 279,001 shares
Brian L. Schorr........................... 295,001 shares
Directors and Executive Officers as a group
(19) persons........................... 3,688,002 shares
The beneficial ownership table does not include 3,998,414 shares of
Triarc's non-voting Class B Common Stock owned as of April 1, 2000 by entities
controlled by Victor Posner (collectively, the "Posner Entities"). In August
1999, Triarc entered into a definitive agreement with the Posner Entities to
acquire all of the Class B Common Stock. One-third of such shares (1,999,208
shares) were acquired by Triarc in August 1999. The agreement further provides
that one-half of the remaining shares of Class B Common Stock (1,999,207 shares)
will be acquired by Triarc on or before August 19, 2000 and the balance of such
shares (1,999,207 shares) will be purchased on or before August 19, 2001. Each
of the purchase dates is subject to extension in certain limited circumstances.
None of the directors or nominees for directors of the Company or the Named
Officers beneficially owned any Class B Common Stock as of April 1, 2000.
Except for the arrangements relating to the shares described in
footnote (1) to the beneficial ownership 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
During 1997, 1998 and 1999 the Company leased an airplane and a
helicopter that were 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"), or subsidiaries
of TASCO, for a base annual rent, adjusted to $3,258,000 as of May 21, 1997,
plus annual cost of living adjustments commencing October 1, 1997, under a dry
lease which, subject to renewal, would have expired in 2002. Effective October
1, 1999 the annual rent was $3,447,000 of which $3,078,000 was deemed to
represent rent for the airplane and $369,000 was deemed to
<PAGE>
represent rent for the helicopter. Prior to May 21, 1997, the then annual rental
payments were $2,008,000. In addition, in 1997 the Company paid TASCO $2,500,000
for (i) an option (the "Option") to continue the lease for an additional five
years effective September 30, 1997 and (ii) the agreement by TASCO to replace
the helicopter covered under the lease. Such $2,500,000 was being amortized to
rental expense over the five-year period commencing October 1, 1997. In
connection with such lease and the amortization of the Option, the Company had
rent expense of $2,876,000, $3,885,000 and $3,850,000 for 1997, 1998 and 1999,
respectively. Pursuant to this dry lease, during 1997, 1998 and 1999 the Company
also paid the operating expenses, including repairs and maintenance, of the
aircraft and the costs of certain capitalized improvements to the aircraft
directly to third parties. During 1999 the Company incurred $2,207,000 of
repairs and maintenance for the aircraft, principally relating to the airplane
for required inspections and overhaul of the engines and landing gear in
accordance with Federal Aviation Administration standards, and $7,278,000 of
capitalized improvements to the airplane.
On January 19, 2000, the Company acquired 280 Holdings, LLC ("280
Holdings"), the TASCO subsidiary that was the owner and lessor to the Company of
the airplane that had previously been leased from TASCO, for $27,210,000
consisting of cash of $9,210,000 and the assumption of an $18,000,000 secured
promissory note with a commercial lender payable over seven years. The purchase
price was based on independent appraisals and was approved by the Audit
Committee and the Board of Directors. In addition, TASCO paid the Company
$1,200,000 representing the portion of the $1,242,000 unamortized amount of the
Option as of January 2, 2000 relating to the airplane owned by 280 Holdings. The
Company continues to lease the helicopter from a subsidiary of TASCO for the
annual rent of $369,000 and owns the airplane through its ownership of 280
Holdings.
As of August 14, 1998, the Company acquired certain furniture located
at the Company's offices from an entity owned solely by the Executives for an
aggregate purchase price of $1,201,800. The Company had been using such
furniture on a rent-free basis since April 1993. The purchase price was
determined, on an arms-length basis, by the Audit Committee of the Board of
Directors which negotiated and approved the transaction and was equal to the
lower of two appraisals of the furniture prepared by independent third party
appraisers.
On February 25, 1999, Triarc Consumer Products Group, LLC ("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 of 1933, as amended. 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.
The Company has an investment in MCM Capital Group, Inc. ("MCM"). MCM
is a financial services company specializing in the recovery, restructuring,
resale and securitization of charged-off, delinquent and non-performing
receivable portfolios acquired at deep discounts. On July 14, 1999 MCM
consummated an initial public offering (the "MCM IPO") of 2,250,000 shares of
its common stock resulting in a decrease in the Company's percentage ownership
interest to 8.4% from 12.2%. On January 12, 2000 the
<PAGE>
Company entered into an agreement (the "Note Guaranty") to guarantee $10,000,000
principal amount of senior notes (the "MCM Notes") issued by MCM to a major
financial institution in consideration for a fee of $200,000 and warrants to
purchase 100,000 shares of MCM common stock at $.01 per share with an estimated
fair value on the date of grant of $305,000. The $10,000,000 guaranteed amount
will be reduced by (i) any repayments of the MCM Notes, (ii) any purchases of
the MCM Notes by the Company and (iii) the amount of certain investment banking
or financial advisory services fees paid to the financial institution or its
affiliates or, under certain circumstances, other financial institutions by the
Company, MCM or another significant stockholder of MCM or any of their
affiliates. Certain officers of the Company, including entities controlled by
them, collectively own approximately 15.7% of MCM and are not parties to the
Note Guaranty and could indirectly benefit therefrom. In addition to the Note
Guaranty, the Company and certain other stockholders of MCM, including the
officers of the Company referred to above, on a joint and several basis, have
entered into guaranties (the "Bank Guaranties") and certain related agreements
to guarantee an aggregate of $15,000,000 of revolving credit borrowings of a
subsidiary of MCM, of which the Company would be responsible for approximately
$1,800,000 assuming all of the parties other than the Company (the "Other
Parties") to the Bank Guaranties and the related agreements fully perform. The
Company purchased a $15,000,000 certificate of deposit from such financial
institution which under the Bank Guaranties is subject to set off under certain
circumstances if the parties to the Bank Guaranties and related obligations fail
to perform their obligations thereunder. MCM has encountered cash flow and
liquidity difficulties. While it is not currently possible to determine if MCM
may eventually default on any of the aforementioned obligations, management of
the Company currently believes that it is possible, but not probable, that the
Company will be required to make payments under the Note Guaranty and/or the
Bank Guaranties.
As part of its overall retention efforts, the Company provides certain
of its officers and employees with the opportunity to co-invest in some of the
investment opportunities available to the Company. The Company and certain of
its officers and employees co-invested in EBT Holding Company, LLC ("EBT")
resulting in the Company owning 18.6% and the officers and employees owning
56.4%. The only operating asset of EBT is its investment in the non-cumulative
preferred stock of EBondTrade.com, Inc., a privately held entity. The Company
advanced the funds for the purchases by the officers and employees and
transferred such ownership to the officers and employees for cash aggregating
$376,000 and notes due the Company aggregating $752,000, of which one-half, or
$376,000, are non-recourse notes. Such notes bear interest at the prime rate
adjusted annually (8.5% at April 15, 2000). Notes with Messrs. Peltz, May,
Barnes, Kogan and Schorr were entered into in the principal amount of $300,000,
$150,000, $75,000, $75,000 and $33,333, respectively, in connection with this
investment.
The Company has an investment in Clarion KPE Investors, LLC
("Clarion"). The principal asset of Clarion is its investment in the
non-cumulative preferred stock of KPE, Inc. ("KPE"), a privately held entity.
Subsequent to January 2, 2000 the Company and certain of its officers and
employees co-invested in 280 KPE Holding, LLC, a newly formed
<PAGE>
limited liability company (the "280 KPE") resulting in the Company owning 25.3%
and the officers and employees owning 74.7% of 280 KPE which now owns the
Company's former 38.6% direct interest in Clarion. The Company agreed to advance
the funds for the purchases by the officers and employees and transferred such
ownership to the officers and employees for cash aggregating $1,041,000 and
notes due the Company aggregating $1,200,000, of which one-half, or $600,000,
are non-recourse notes. Such notes bear interest at the prime rate adjusted
annually (8.75% at April 15, 2000). Notes with Messrs. Peltz, May, Barnes, Kogan
and Schorr were entered into in the principal amount of $400,000, $200,000,
$180,667, $180,667 and $60,000, respectively, in connection with this
investment.
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: BRIAN L. SCHORR
------------------------------
Brian L. Schorr
Executive Vice President and
General Counsel
DATE: April 28, 2000
<PAGE>
