As filed with the Securities and Exchange Commission on March 16, 2000
Registration No. 333-51877
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRIARC COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 2086 38-0471180
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer Iden-
incorporation or organization) Classification Code Number) tification Number)
------------------------------------
280 Park Avenue
New York, New York 10017
(212) 451-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------
Brian L. Schorr, Esq.
Executive Vice President and General Counsel
Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017
(212) 451-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
Copies to:
Paul D. Ginsberg, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
------------------------------------
Approximate date of commencement of proposed sale of the securities to
the public: Not applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plan, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
================================================================================
<PAGE>
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-3 (File No. 333-51877)
(the "Registration Statement"), Triarc Companies, Inc. (the "Company")
registered (i) $360,000,000 principal amount at maturity of Zero Coupon
Subordinated Debentures due 2018 ("the Debentures") and (ii) 3,407,400 shares of
Class A Common Stock, $0.01 par value per share (the "Common Stock"), of the
Company. The Registration Statement was declared effective on June 5, 1998.
The Company is no longer required to keep the Registration Statement
effective pursuant to the terms of the Registration Rights Agreement that
required the Company to file the Registration Statement. Accordingly, this Post-
Effective Amendment No. 2 to the Registration Statement is being filed for the
purpose of deregistering the $40,050,000 principal amount at maturity of
Debentures and the 379,073 shares of Common Stock (issuable upon conversion of
such Debentures) that were not sold in the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on March 16, 2000.
TRIARC COMPANIES, INC.
By: /s/ NELSON PELTZ
--------------------
Nelson Peltz
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to Registration Statement has been signed
below by the following persons on behalf of the registrant and in the capacities
indicated below and on March 16, 2000.
Signatures Title
---------- -----
/s/ NELSON PELTZ Chairman and Chief Executive Officer
- ------------------------ and Director (Principal Executive
Nelson Peltz Officer)
* President and Chief Operating Officer
- ------------------------ and Director (Principal Operating
Peter W. May Officer)
* Executive Vice President and Chief
- ------------------------ Financial Officer (Principal Financial
John L. Barnes, Jr. Officer)
* Vice President and Chief Accounting
- ------------------------ Officer (Principal Accounting Officer)
Fred H. Schaefer
* Director
- ------------------------
Hugh L. Carey
* Director
- ------------------------
Clive Chajet
* Director
- ------------------------
Joseph A. Levato
* Director
- ------------------------
David E. Schwab II
/s/ JEFFREY S. SILVERMAN Director
- ------------------------
Jeffrey S. Silverman
* Director
- ------------------------
Raymond S. Troubh
<PAGE>
* Director
- ------------------------
Gerald Tsai, Jr.
* By: /s/ NELSON PELTZ
----------------
Nelson Peltz
Attorney-in-Fact
