UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2006
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On November 10, 2005, the Compensation Committee of the Board of Directors
of Triarc Companies, Inc. (the "Company") unanimously approved certain equity
arrangements pursuant to which the Company's management was authorized to
subscribe for Class B Units representing equity interests in Triarc Deerfield
Holdings, LLC ("TDH"), the Company's holding company for Deerfield & Company LLC
("D&C"), and Jurl Holdings, LLC ("Jurl Holdings"), the Company's holding company
for Jurlique International Pty Ltd. ("Jurlique"). A summary of the material
terms of the equity arrangements, and the interests subscribed for by certain
members of the Company's senior management team, are described in the Company's
Quarterly Report on Form 10-Q for the quarter ended October 2, 2005 (the "Form
10-Q"). Copies of the Amended and Restated Limited Liability Company Agreements
for TDH and Jurl Holdings were filed as Exhibits 10.4 and 10.5 to the Form 10-Q.
On November 9, 2006, the Compensation Committee adopted technical
corrections to the Amended and Restated Limited Liability Company Agreement of
TDH and to the Amended and Restated Limited Liability Company Agreement of Jurl
Holdings. Each of the amendments (i) eliminates the unintended effect of certain
non-cash accounting charges which would have otherwise reduced any distributable
profits and (ii) corrects the manner in which the participant's share of
available profits is determined to eliminate a duplicative reduction based on
adjusted capital contributions. The Company estimates that these technical
corrections may result in up to an additional approximate $1.6 million (in the
aggregate) in possible profit distributions to the participants to the extent
profits are in fact otherwise available.
A copy of the amendments to the Amended and Restated Limited Liability
Company Agreements of TDH and Jurl Holdings are filed as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 1, dated as of November 16, 2006, to the Amended and
Restated Limited Liability Company Agreement, dated as of November 10,
2005, of Triarc Deerfield Holdings, LLC, a Delaware limited liability
company.
10.2 Amendment No. 1, dated as of November 16, 2006, to the Amended and
Restated Limited Liability Company Agreement, dated as of November 10,
2005, of Jurl Holdings, LLC, a Delaware limited liability company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
By: /s/STUART ROSEN
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Stuart I. Rosen
Senior Vice President and
Secretary
Dated: November 16, 2006
EXHIBIT INDEX
Exhibit Description
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10.1 Amendment No. 1, dated as of November 16, 2006, to the Amended and
Restated Limited Liability Company Agreement, dated as of November 10,
2005, of Triarc Deerfield Holdings, LLC, a Delaware limited liability
company.
10.2 Amendment No. 1, dated as of November 16, 2006, to the Amended and
Restated Limited Liability Company Agreement, dated as of November 10,
2005, of Jurl Holdings, LLC, a Delaware limited liability company.