AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2004
Registration No. 333-48082
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRIARC COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-0471180
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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
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 REGISTRANT'S AGENT FOR SERVICE)
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COPIES TO:
PAUL D. GINSBERG
RAPHAEL M. RUSSO
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
(212) 373-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: This
post-effective amendment deregisters those shares of the registrant's Class A
common stock that were to be delivered from time to time to the holders of the
registrant's zero coupon convertible subordinated debentures due 2018 upon
conversion thereof by those holders.
If the only securities being registered on this form are being offered
pursuant to dividend 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 plans, 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, 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(C) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
DEREGISTRATION OF SHARES
On October 17, 2000, Triarc Companies, Inc. filed this registration statement on
Form S-3 for the purpose of registering shares of Triarc's Class A common stock
that were to be delivered from time to time to the holders of Triarc's zero
coupon convertible subordinated debentures due 2018 upon conversion thereof by
those holders. On or about November 13, 2000, the Securities and Exchange
Commission declared this registration statement, as amended, effective.
Pursuant to the terms of the registration rights agreement that required Triarc
to file this registration statement, Triarc is no longer required to keep the
registration statement effective. As a result, this Post-Effective Amendment No.
1 to the registration statement is being filed to deregister, as of the date
hereof, all of the 3,407,400 shares of Class A common stock initially
registered, none of which were sold pursuant to the registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the 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 1, 2004.
TRIARC COMPANIES, INC.
(Registrant)
By: /s/ Brian L. Schorr
---------------------------------------
Brian L Schorr
Executive Vice President and General Counsel
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below on March 1,
2004 by the following persons in the capacities indicated.
SIGNATURE TITLES
--------- ------
Director
* Chairman and Chief Executive Officer
----------------------------- and Director
Nelson Peltz (Principal Executive Officer)
* President and Chief Operating Officer
----------------------------- and Director
Peter W. May (Principal Operating Officer)
/s/ Francis T. McCarron Senior Vice President and Chief
----------------------------- Financial Officer
Francis T. McCarron (Principal Financial Officer)
* Senior Vice President and Chief
----------------------------- Accounting Officer
Fred H. Schaefer (Principal Accounting Officer)
* Director
-----------------------------
Hugh L. Carey
* Director
-----------------------------
Clive Chajet
* Director
-----------------------------
Joseph A. Levato
* Director
-----------------------------
David E. Schwab II
* Director
-----------------------------
Raymond S. Troubh
* Director
-----------------------------
Gerald Tsai, Jr.
* By: /s/ Brian L. Schorr
-----------------------------
Brian L. Schorr
Attorney-in-fact