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: April 19, 2004
(Date of earliest event reported)
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 No.) Identification No.)
incorporation of
organization)
280 Park Avenue, New York, Ny 10017
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
Page 1 of 3 Pages
Item 5. Other Events
Triarc Companies, Inc. ("Triarc") intends to form jointly with Deerfield &
Company LLC ("Deerfield") an investment adviser to manage the assets of Triarc
Deerfield Investment Corporation ("Triarc Deerfield"), a newly-formed business
development company that filed today a registration statement with the
Securities and Exchange Commission relating to a proposed $750,000,000 initial
public offering of its common stock.
Deerfield, through its subsidiary Deerfield Capital Management LLC, is a
Chicago-based registered investment adviser that currently manages approximately
$8 billion in assets, principally comprised of collateralized debt obligation
(CDO) funds but also including other investment programs.
Additionally, Triarc is engaged in negotiations with certain owners of Deerfield
concerning the possible acquisition by Triarc of a controlling interest in
Deerfield and an additional capital commitment by Triarc, in the aggregate
amount of approximately $175 million. In any such acquisition, senior management
of Deerfield would retain a significant ownership interest in Deerfield.
Additionally, it is expected that subsequent to any such acquisition Deerfield's
senior management, including its Chairman and Chief Executive Officer, Gregory
Sachs, its President, Scott Roberts, and its Chief Investment Officer, Jonathan
Trutter, would remain in their current roles, and that Deerfield's portfolio
management teams would remain intact.
There can be no assurance that the initial public offering of common stock of
Triarc Deerfield will be completed, that the owners of Deerfield will enter into
a definitive agreement with Triarc to sell a controlling interest in Deerfield
or that such an acquisition will be completed. Triarc does not anticipate making
any further announcement concerning the possible acquisition until a definitive
agreement is reached or negotiations are terminated.
A registration statement relating to the securities to be issued by Triarc
Deerfield has been filed with the Securities and Exchange Commission but has not
yet become effective and is not yet complete and is subject to change. These
securities may not be sold nor may offers to buy be accepted prior to to the
time the registration statement becomes effective. This Current Report on Form
8-K is not an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State. Investors should consider the
investment objectives, risks, charges and expenses of Triarc Deerfield carefully
before investing. This and other information about Triarc Deerfield will be
contained in a prospectus which may be obtained, once available, from Triarc
Deerfied. The prospectus should be read carefully before investing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
TRIARC COMPANIES, INC.
By: /s/ Stuart I. Rosen
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Stuart I. Rosen
Senior Vice President and
Associate General Counsel
Dated: April 19, 2004