Edgar Filing: TRIARC COMPANIES INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 16)*

_______________________

TRIARC COMPANIES, INC.
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
CLASS B COMMON STOCK, SERIES 1, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)

CLASS A COMMON STOCK: 895927 10 1
CLASS B COMMON STOCK: 895927 30 9
(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)
_______________________

JANUARY 15, 2004
(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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Class A Common Stock: CUSIP NO. 895927 10 1 Page 2 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DWG ACQUISITION GROUP, L.P.
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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 (See Item 5)

-0-
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 6,024,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,006,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH
-0-
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10 SHARED DISPOSITIVE POWER (See Item 5)
6,024,662 (Class A Common Stock)
10,006,324 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
6,024,662 (Class A Common Stock)
10,006,324 (Class B Common Stock)
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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)
30.5% (Class A Common Stock)
25.3% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

PN
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Class A Common Stock: CUSIP NO. 895927 10 1 Page 3 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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1 NAME OF REPORTING PERSON
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 (See Item 5)
3,567,506 (Class A Common Stock)
7,135,012 (Class B Common Stock)
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 6,024,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,006,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 3,567,506 (Class A Common Stock)
7,135,012 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
6,024,662 (Class A Common Stock)
10,006,324 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
9,592,168 (Class A Common Stock)
17,141,336 (Class B Common Stock)
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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)
41.9% (Class A Common Stock)
37.5% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

IN
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Class A Common Stock: CUSIP NO. 895927 10 1 Page 4 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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1 NAME OF REPORTING PERSON
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 (See Item 5)
2,269,148 (Class A Common Stock)
4,538,296 (Class B Common Stock)
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 6,024,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,006,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 2,269,148 (Class A Common Stock)
4,538,296 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
6,024,662 (Class A Common Stock)
10,006,324 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
8,293,810 (Class A Common Stock)
14,544,620 (Class B Common Stock)
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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)
38.2% (Class A Common Stock)
33.5% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

IN
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Class A Common Stock: CUSIP NO. 895927 10 1 Page 5 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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AMENDMENT NO. 16 TO SCHEDULE 13D

This Amendment No. 16 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, as amended by
Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July
1, 2003, as amended by Amendment No. 14 dated September 24, 2003 and as amended
by Amendment No. 15 dated December 4, 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 "Class A Common Stock"), and the Class B
Common Stock, Series 1, par value $.10 per share (the "Class B Common Stock"),
in each case 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. As noted in Amendment Nos. 14 and 15,
all references in the Statement to "Common Stock" shall be deemed to refer to
the Class A Common Stock.

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 6 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Statement is amended by adding the following:

On January 15, 2004, the Purchaser exchanged 681,000
shares of Class B Common Stock and made a cash payment in the aggregate
amount of $408,600 in consideration for 681,000 shares of Class A
Common Stock in a negotiated transaction.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Part (a) through (c) of Item 5 is amended by deleting the
first two paragraphs thereof and replacing them with the following:

(a) through (c). As a result of the Acquisition and
giving effect to the transactions described below, the Purchaser
beneficially owns 6,024,662 shares of Common Stock.

By virtue of their positions as general partners of
the Purchaser, Messrs. Peltz and May may be deemed to own beneficially
the 6,024,662 shares of Common Stock owned of record by the Purchaser.
In such capacity, Messrs. Peltz and May may be deemed to share voting
and dispositive power with the Purchaser and with each other with
respect to such shares of Common Stock.

Part (a) through (c) of Item 5 is amended by deleting the
thirteenth through twentieth paragraphs thereof and replacing them with the
following:

In addition to the foregoing, Messrs. Peltz and May
beneficially own 3,133,333 and 1,966,666 shares of Class A Common
Stock, respectively, representing stock options that may be exercised
within 60 days of the date of this Statement.

The Purchaser, Mr. Peltz and Mr. May may be deemed to
beneficially own an aggregate of 6,024,662, 9,592,168 and 8,293,810
shares of Class A Common Stock, respectively, representing
approximately 30.5%, 41.9% and 38.2% of the outstanding shares of Class
A Common Stock, respectively.

The Purchaser is the direct owner of an aggregate of
10,006,324 shares of Class B Common Stock; Mr. Peltz is the direct
owner of an aggregate of 820,846 shares of Class B Common Stock; and
Mr. May is the direct owner of an aggregate of 604,964 shares of Class
B Common Stock.

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 7 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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The Purchaser beneficially owns 10,006,324 shares of
Class B Common Stock, representing approximately 25.3% of the
outstanding shares of Class B Common Stock.

By virtue of their positions as general partners of
the Purchaser, Messrs. Peltz and May may be deemed to own beneficially
the 10,006,324 shares of Class B Common Stock owned of record by the
Purchaser. In such capacity, Messrs. Peltz and May may be deemed to
share voting and dispositive power with the Purchaser and with each
other with respect to such shares of Class B Common Stock.

In addition to the foregoing, Mr. Peltz beneficially
owns and has the sole power to vote and dispose of 868,346 shares of
Class B Common Stock and beneficially owns 6,266,666 shares of Class B
Common Stock representing options that may be exercised within 60 days
of the date of this Statement, and Mr. May beneficially owns and has
the sole power to vote and dispose of 604,964 shares of Class B Common
Stock and beneficially owns 3,933,332 shares of Class B Common Stock
representing options that may be exercised within 60 days of the date
of this Statement.

The Peltz L.P. is the beneficial owner of 47,500
shares of Class B Common Stock. By virtue of his position as general
partner of the Peltz L.P., Mr. Peltz may be deemed to beneficially own
the shares of Class B Common Stock owned by the Peltz L.P. Mr. Peltz
disclaims beneficial ownership of such shares.

As a result, Messrs. Peltz and May may be deemed to
beneficially own an aggregate of 17,141,336 and 14,544,620 shares of
Class B Common

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 8 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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Stock, respectively, representing approximately 37.5% and 33.5%,
respectively, of the outstanding shares of Class B Common Stock.

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 9 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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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: January 16, 2004

DWG ACQUISITION GROUP, L.P.

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

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

/s/ Nelson Peltz
------------------------------------
Nelson Peltz

/s/ Peter W. May
------------------------------------
Peter W. May

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 10 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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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 and between the Filed with Original
Purchaser, Posner, Posner Trust and Security Management. Statement

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

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

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

5 Joint Filing Agreement of the Purchaser, Peltz and May. Filed with Amendment
No. 14

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

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

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

9 Amendment No. 3 dated as of April 14, 1993 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. 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, between the Filed with Amendment
Purchaser and Citibank. No. 5

13 Custodial Loan Documents. Filed with Amendment
No. 5

14 Agreement, dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon Filed with Amendment
Kalvaria. No. 6

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

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 11 of 11
Class B Common Stock: CUSIP NO. 895927 30 9
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16 Amendment No. 1 dated as of November 15, 1992 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. No. 7

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

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

19 Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. 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 and Peter W. Filed with Amendment
May to the Company. No. 8

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

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

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

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

26 Pledge Agreement dated April 2, 2001, made by Peltz Family Limited Filed with Amendment
Partnership, in favor of Bank of America, N.A. No. 13

27 Pledge and Security Agreement dated April 2, 2003, made by Peter W. Filed with Amendment
May, in favor of Bank of America, N.A. (Schedule II omitted). No. 13