Edgar Filing: TRIARC COMPANIES INC

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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. 13)*
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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, NEW YORK 10017
TEL. NO.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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JULY 1, 2003
(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 Rule 13d-1(e), 1(f) or 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 Rule 13d-1(a) for 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).

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CUSIP NO. 895927 10 1 Page 2 of 10
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DWG ACQUISITION GROUP, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS

Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
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7 SOLE VOTING POWER

-0- (See Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 5,343,662 (See Item 5)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0- (See Item 5)
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10 SHARED DISPOSITIVE POWER

5,343,662 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,343,662 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.5%*
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14 TYPE OF REPORTING PERSON

PN
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* As of April 30, 2003, there were 20,947,333 shares of Class A Common Stock
outstanding, based on Triarc Companies, Inc.'s Form 10-Q for the Quarterly
Period Ended March 30, 2003. All ownership percentages provided in this
Schedule 13D are based on this number of shares outstanding.

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CUSIP NO. 895927 10 1 Page 3 of 10
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NELSON PELTZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS

United States
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7 SOLE VOTING POWER

1,707,506 (See Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 5,343,662 (See Item 5)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,707,506 (See Item 5)
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10 SHARED DISPOSITIVE POWER

5,343,662 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,051,168 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.7% (See Item 5)
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14 TYPE OF REPORTING PERSON

IN
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CUSIP NO. 895927 10 1 Page 4 of 10
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PETER W. MAY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS

United States
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7 SOLE VOTING POWER

1,079,148 (See Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 5,343,662 (See Item 5)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,079,148 (See Item 5)
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10 SHARED DISPOSITIVE POWER

5,343,662 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,422,810 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.6% (See Item 5)
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14 TYPE OF REPORTING PERSON

IN
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CUSIP NO. 895927 10 1 Page 5 of 10
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AMENDMENT NO. 13 TO SCHEDULE 13D

This Amendment No. 13 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, as amended by Amendment No. 8 dated October 13, 1998, as amended by
Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May
4, 1999, as amended by Amendment No. 11 dated November 12, 2002 and as amended
by Amendment No. 12 dated April 25, 2003 (the Original Statement, as so amended
shall be known as the "Statement"), with respect to the Class A 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 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Statement is amended by deleting the fourteenth
paragraph thereof and substituting in its place the following paragraph:

DWG Acquisition Group, L.P., Mr. Peltz and Mr. May may be
deemed to beneficially own an aggregate of 5,343,662, 7,051,168 and 6,422,810
shares of Common Stock, respectively, representing approximately 25.5%, 31.7%
and 29.6% of the outstanding shares of Common Stock, respectively.

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CUSIP NO. 895927 10 1 Page 6 of 10
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER.

Item 6 of the Statement is amended by deleting the second
paragraph and substituting in place the following paragraph:

On December 21, 1995, all shares of Common Stock previously
pledged by the Purchaser to Citibank were released. On January 19, 1996, the
Custodial Loans were repaid in full and all shares of Common Stock previously
pledged by the Purchaser to Custodial Trust Company were released. As of January
18, 1996, January 25, 1996, January 31, 1996, April 2, 2001 and April 2, 2003,
Messrs. Peltz and May each entered into separate loan documentation with respect
to certain loans that are secured by shares of Common Stock (the "BOA Loans")
made to each of them in the ordinary course of business by Bank of America,
N.A., formerly known as NationsBank, N.A. ("BOA"). Each of the BOA Loans are
revolving demand loans and bear interest at a rate based upon the London
interbank offered rate. The BOA Loans made to Mr. Peltz are effectively secured
by 21,200 shares of Common Stock owned by the Peltz L.P. and 3,562,415 shares of
Common Stock owned by the Purchaser. The BOA Loans made to Mr. May are
effectively secured by the 255,682 shares of Common Stock owned by Mr. May and
1,781,207 shares of Common Stock owned by the Purchaser. The loan documentation
in connection with each of the BOA Loans contains standard default provisions
and other provisions with respect to the shares of Common Stock pledged pursuant
thereto. The Pledge and Security Agreement entered into by the Purchaser with
respect to the Common Stock owned by it in favor of BOA and the amendment
thereto are included in the documents filed as Exhibit 20 hereto and are
incorporated herein by reference. The Pledge Agreement entered into by the Peltz
L.P. with respect to the Common Stock owned by it and the Pledge and Security
Agreement entered into by Mr. May with respect

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CUSIP NO. 895927 10 1 Page 7 of 10
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to the Common Stock owned by him are filed as Exhibits 26 and 27, respectively,
hereto and are incorporated herein by reference.

Item 6 of the Statement is amended by replacing the words
"which are filed respectively as Exhibits 1, 2, 3, 8, 20 and 25" in the first
sentence of the fourth paragraph with the following:

"Which are filed as Exhibits 1, 2, 3, 8, 20 and 25-27."

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

The following documents are included in this Statement as
exhibits thereto:

26. Pledge Agreement dated as of April 2, 2001, made by
Pelltz Family Limited Partnership in favor of Bank of
America, N.A.

27. Pledge and Security Agreement dated April 2, 2003,
made by Peter W. May, in favor of Bank of America,
N.A.

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CUSIP NO. 895927 10 1 Page 8 of 10
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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: July 1, 2003

DWG ACQUISITION GROUP, L.P.

By: /s/ Nelson Peltz
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Name: Nelson Peltz
Title: General Partner

By: /s/ Peter W. May
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Name: Peter W. May
Title: General Partner

/s/ Nelson Peltz
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Nelson Peltz

/s/ Peter W. May
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Peter W. May

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CUSIP NO. 895927 10 1 Page 9 of 10
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE NO.
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1 Stock Purchase Agreement dated as of October 1, 1992 by Filed with
and between the Purchaser, Posner, Posner Trust and Original
Security Management. Statement

2 Exchange Agreement dated as of October 12, 1992 between Filed with
the Company and Security Management. Original
Statement

3 Agreement dated as of October 1, 1992 between the Filed with
Company and the Purchaser. Original
Statement

4 Agreement of Limited Partnership of the Purchaser dated as Filed with
of September 25, 1992. Original
Statement

5 Joint Filing Agreement of the Purchaser, Peltz and May. Filed with
Original
Statement

6 Memorandum of Understanding, dated January 21, 1993, by Filed with
and between the Purchaser and William A. Ehrman, Amendment
individually and derivatively on behalf of SEPSCO. No. 2

7 Letter dated January 25, 1993 from Steven Posner to the Filed with
Purchaser (including proposed terms and conditions of Amendment
Consulting Agreement to be entered into between the No. 2
Company and Steven Posner).

8 Undertaking and Agreement, dated February 9, 1993, Filed with
executed by the Purchaser. Amendment
No. 3

9 Amendment No. 3 dated as of April 14, 1993 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment
No. 4

10 Citibank Loan Documents (Exhibits and Schedule omitted). Filed with
Amendment
No. 4

11 Republic Loan Documents (Exhibits and Schedules omitted). Filed with
Amendment
No. 4

12 Pledge and Security Agreement, dated as of April 5, 1993, Filed with
between the Purchaser and Citibank. Amendment
No. 5

13 Custodial Loan Documents. Filed with
Amendment
No. 5

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CUSIP NO. 895927 10 1 Page 10 of 10
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EXHIBIT DESCRIPTION PAGE NO.
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14 Agreement, dated May 2, 1994 among Nelson Peltz, Filed with
Peter W. May and Leon Kalvaria. Amendment
No. 6

15 Amended and Restated Pledge and Security Agreement, Filed with
dated as of July 25, 1994 between the Purchaser and Amendment
Citibank. No. 6

16 Amendment No. 1 dated as of November 15, 1992 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment
No. 7

17 Amendment No. 2 dated as of March 1, 1993 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment
No. 7

18 Amendment No. 4 dated a January 1, 1995 to Agreement of Filed with
Limited Partnership of the Purchaser. Amendment
No. 7

19 Amendment No. 5 dated as of January 1, 1996 to Filed with
Agreement of Limited Partnership of the Purchaser. Amendment
No. 7

20 BoA Loan documents (Exhibits and Schedules omitted). Filed with
Amendment
No. 7

21 Letter, dated October 12, 1998, from Messrs. Nelson Peltz Filed with
and Peter W. May to the Company. Amendment
No. 8

22 Press release, issued by the Company, dated October 12, Filed with
1998. Amendment
No. 8

23 Letter, dated October 12, 1998, from the Company to Filed with
Messrs. Nelson Peltz and Peter W. May. Amendment
No. 8

24 Press release issued by the Company, dated March 10, Filed with
1999. Amendment
No. 9

25 Amended and Restated Agreement of Limited Partnership Filed with
of the Purchaser, amended and restated as of November 11, Amendment
2002. No. 11

26 Pledge Agreement dated April 2, 2001, made by Peltz Family Filed herewith
Limited Partnership, in favor of Bank of America, N.A.

27 Pledge and Security Agreement dated April 2, 2003, made Filed herewith
by Peter W. May, in favor of Bank of America, N.A.
(Schedule II omitted).