Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110929
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED DECEMBER 22, 2003
$2,000,000,000
TRIARC COMPANIES, INC.
Common Stock
Preferred Stock
Debt Securities
Warrants
Offered by
Triarc Companies, Inc.
_________________________
11,965,734 Shares of Class B Common Stock, Series 1,
Offered by Our Securityholders
_________________________
This prospectus supplement supplements our prospectus dated December
22, 2003, relating to the offer and sale by us from time to time of any of the
types of securities listed above and the offer from time to time by the
securityholders identified in this prospectus of Class B common stock, Series 1,
in transactions involving the exchange of Class B common stock, Series 1, for
Class A common stock.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus. This prospectus supplement
is qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained
therein.
The information under the heading "Shares Offered by Our
Securityholders" on page 35 of the prospectus is hereby amended and restated in
its entirety as set forth below.
INVESTING IN THE SECURITIES OFFERED BY THE PROSPECTUS INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE
SECURITIES COMMISSION, HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED BY
THE PROSPECTUS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this prospectus supplement is December 15, 2004.
SHARES OFFERED BY OUR SECURITYHOLDERS
The following table provides, as of December 2, 2004, information with
respect to each securityholder who is entitled to use this prospectus to offer
shares of Class B common stock, Series 1, for purposes of effecting negotiated
transactions involving the exchange of shares of Class B common stock, Series 1,
for shares of Class A common stock. The information provided reflects the
dissolution of DWG Acquisition, L.P. on July 23, 2004 for personal estate
planning purposes and the distribution of the shares previously held of record
by DWG to Messrs. Peltz and May in accordance with their respective interest in
DWG. This information has been obtained from the securityholders.
SHARES OF CLASS B
SHARES OF CLASS A SHARES OF CLASS B SHARES OF SHARES OF CLASS A COMMON STOCK,
COMMON STOCK COMMON STOCK, SERIES 1, CLASS B, COMMON STOCK SERIES 1,
BENEFICIALLY OWNED BENEFICIALLY OWNED COMMON STOCK, BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING PRIOR TO OFFERING SERIES 1, AFTER OFFERING (2) AFTER OFFERING (2)
-------------------- ----------------------- OFFERED -------------------- ------------------
NAME NUMBER PERCENT NUMBER PERCENT HEREBY(1) NUMBER PERCENT NUMBER PERCENT
---------------- --------- ------- ---------- ---------- ----------- ---------- ------- -------- -------
Nelson Peltz (3) 7,100,968 28.8% 9,346,578 21.2% 6,328,610 13,429,578 54.4% 3,017,968 6.8%
Peter W. May (4) 3,851,026 16.0% 4,692,145 10.9% 2,965,213 6,816,239 28.3% 1,726,932 4.0%
(1) Excludes shares offered and previously exchanged pursuant to this
prospectus.
(2) Assumes that each share of Class B common stock, Series 1, offered is
exchanged for one share of Class A common stock. There can be no
assurance as to whether any such shares will be exchanged.
(3) Nelson Peltz is our Chairman and Chief Executive Officer and one of our
directors. Mr. Peltz beneficially owns 7,100,968 shares of Class A
common stock (including 1,458,334 shares of Class A common stock
issuable upon the exercise of options which have vested or will vest
within 60 days of December 2, 2004), none of which are offered hereby.
In addition to the 6,328,610 shares of Class B common stock, Series 1,
beneficially owned and offered hereby by Mr. Peltz, Mr. Peltz
beneficially owns 3,017,968 shares of Class B common stock, Series 1
(including 2,916,668 shares of Class B common stock, Series 1, issuable
upon the exercise of options which have vested or will vest within 60
days of December 2, 2004). Pursuant to the terms of a voting agreement
entered into by Messrs. Peltz and May, Mr. Peltz may be deemed to own
beneficially the shares of Class A common stock and Class B common
stock, Series 1, beneficially owned by Mr. May. Mr. Peltz disclaims
beneficial ownership of such shares.
(4) Peter May is our President and Chief Operating Officer and one of our
directors. Mr. May beneficially owns 3,851,026 shares of Class A common
stock (including 816,666 shares of Class A common stock issuable upon
the exercise of options which have vested or will vest within 60 days
of December 2, 2004), none of which are offered hereby. In addition to
the 2,965,213 shares of Class B common stock, Series 1, beneficially
owned and offered hereby by Mr. May, Mr. May beneficially owns
1,726,932 shares of Class B common stock, Series 1 (including 1,633,332
shares of Class B common stock, Series 1, issuable upon the exercise of
options which have vested or will vest within 60 days of December 2,
2004). Pursuant to the terms of a voting agreement entered into by
Messrs. Peltz and May, Mr. May may be deemed to own beneficially the
shares of Class A common stock and Class B common stock, Series 1,
beneficially owned by Mr. Peltz. Mr. May disclaims beneficial ownership
of such shares.
Because the securityholders may offer to exchange all or some portion
of the above-referenced securities under this prospectus or otherwise, no
estimate can be given as to the amount or percentage that will be held by the
securityholders upon completion of any exchange. Information about the
securityholders may change from time to time. Any changed information will be
set forth in prospectus supplements, if required.
Only securityholders identified in the above table who beneficially own
the securities set forth opposite their respective names may offer to exchange
securities under the registration statement of which this prospectus forms a
part. Information about other securityholders will be set forth in further
prospectus supplements, if required.