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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. 21)*
_______________________
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)
_______________________
DECEMBER 29, 2005
(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
Class B Common Stock: CUSIP NO. 895927 30 9 Page 2 of 17
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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
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
United States
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7 SOLE VOTING POWER (See Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY OWNED 12,788,630 (Class A Common Stock)
BY EACH 20,492,591 (Class B Common Stock)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 8,126,320 (Class A Common Stock)
13,044,020 (Class B Common Stock)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
12,788,630 (Class A Common Stock)
20,492,591 (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)
47.8% (Class A Common Stock)*
33.8% (Class B Common Stock)*
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14 TYPE OF REPORTING PERSON
IN
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----------
* These percentages are calculated based on 23,964,599 shares of Class A
Common Stock and 52,472,346 shares of Class B Common Stock outstanding as
of October 31, 2005, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 2, 2005.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 3 of 17
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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
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
United States
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7 SOLE VOTING POWER (See Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY OWNED 12,802,680 (Class A Common Stock)
BY EACH 20,367,391 (Class B Common Stock)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 4,489,405 (Class A Common Stock)
6,868,895 (Class B Common Stock)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
12,802,680 (Class A Common Stock)
20,367,391 (Class B Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9% (Class A Common Stock)*
33.6% (Class B Common Stock)*
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14 TYPE OF REPORTING PERSON
IN
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----------
* These percentages are calculated based on 23,964,599 shares of Class A
Common Stock and 52,472,346 shares of Class B Common Stock outstanding as
of October 31, 2005, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 2, 2005.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 4 of 17
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AMENDMENT NO. 21 TO SCHEDULE 13D
This Amendment No. 21 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, as amended by
Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated
January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as
amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19
dated July 23, 2004 and as amended by Amendment No. 20 dated May 23, 2005 (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, 15, 16, 17, 18, 19 and
20, all
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 5 of 17
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references in the Statement to "Common Stock" shall be deemed to refer
to the Class A Common Stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is amended by adding the following:
On August 9, 2005, Messrs. Peltz and May collectively
made a bona fide gift of 50 shares of Class B Common Stock to an
unrelated person from shares already owned by Mr. May. Mr. Peltz
transferred 25 shares of Class B Common Stock to Mr. May as
reimbursement of the value of one-half of the gift.
On December 6, 2005, Mr. Peltz exercised stock
options with respect to 150,000 shares of Class A Common Stock and
300,000 shares of Class B Common Stock and paid the exercise price by
delivery of 99,006 shares of Class B Common Stock, at a price per share
equal to the closing price of a share of Class B Common Stock on
December 6, 2005. Additionally, Mr. Peltz elected to have withheld from
the shares issued upon exercise of such stock options 84,635 shares of
Class A Common Stock and 70,265 shares of Class B Common Stock, at a
price per share equal to the closing price of such Class A Common Stock
and Class B Common Stock, respectively, on December 6, 2005, to satisfy
tax withholding obligations in connection with such stock option
exercise.
On December 6, 2005, Mr. May exercised stock options
with respect to 100,000 shares of Class A Common Stock and 200,000
shares of Class B Common Stock and paid the exercise price by delivery
of 66,004 shares of Class B Common Stock, at a price per share equal to
the closing price of a share of Class B Common Stock on December 6,
2005. Additionally, Mr. May elected
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 6 of 17
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to have withheld from the shares issued upon exercise of such stock
options 60,202 shares of Class A Common Stock and 54,402 shares of
Class B Common Stock, at a price per share equal to the closing price
of such Class A Common Stock and Class B Common Stock, respectively, on
December 6, 2005, to satisfy tax withholding obligations in connection
with such stock option exercise.
On December 29, 2005, as described in the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 5, 2006, Messrs. Peltz and May entered into a
series of transactions with the Company relating to: (i) the
distribution to Messrs. Peltz and May of shares of Class A Common
Stock and Class B Common Stock, the receipt of which was previously
deferred by them; (ii) the exercise of certain previously granted and
vested stock options by Messrs. Peltz and May; (iii) the tendering
and withholding of shares of Class A Common Stock and Class B Common
Stock in consideration of exercise prices and withholding tax,
respectively, in connection with the foregoing; and (iv) the award of
the stock options referred to herein to Messrs. Peltz and May on the
exercise of (and in consideration of) the options referenced in the
preceding clause (iii) (corresponding to the payment of the exercise
price and minimum statutory withholding taxes arising in respect of
such exercised stock options with shares of Company common stock).
Specifically, the transactions with the Company involved the
following:
1. Pursuant to its authority under the
applicable governing documents, the Performance Compensation
Subcommittee (the "Subcommittee") of the Board of Directors of the
Company exercised its unilateral right of acceleration and directed the
delivery to (i) Mr. Peltz of 1,017,071 shares of Class A Common Stock
and 2,034,132 shares of Class B Common Stock, together with
$1,727,678.37 in related cash dividends, that were being held in a
deferral trust
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 7 of 17
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established for his benefit in connection with the deferred delivery of
shares of Class A Common Stock and Class B Common Stock related to the
exercise by Mr. Peltz of certain stock options in 2003 and 2004 and
(ii) Mr. May of 678,047 shares of Class A Common Stock and 1,356,088
shares of Class B Common Stock, together with $1,151,785.50 in related
cash dividends, that were being held in a deferral trust established
for his benefit in connection with the deferred delivery of shares of
Class A Common Stock and Class B Common Stock related to the exercise
by Mr. May of certain stock options in 2003 and 2004. The assets in the
deferral trusts were scheduled to be distributed to Messrs. Peltz and
May on January 2, 2008. The Subcommittee exercised its authority under
the applicable governing documents and withheld 433,626 shares of Class
A Common Stock, 867,253 shares of Class B Common Stock and all of the
cash from the distribution to Mr. Peltz, and 322,815 shares of Class A
Common Stock, 645,630 shares of Class B Common Stock and all of the
cash from the distribution to Mr. May, to satisfy the minimum statutory
withholding taxes.
2. The Subcommittee granted to (i) Mr. Peltz
under the Company's 2002 Equity Participation Plan ("2002 Plan")
options to purchase 433,626 shares of Class A Common Stock and 867,253
shares of Class B Common Stock and (ii) Mr. May under the 2002 Plan
options to purchase 322,815 shares of Class A Common Stock and 645,630
shares of Class B Common Stock. These stock options, referred to as
"Tranche 1 Options," are exercisable at a price per share equal to the
closing prices per share of Class A Common Stock and Class B Common
Stock on December 29, 2005 ($16.78 and
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 8 of 17
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$14.94 per share, respectively), are fully vested and exercisable at
grant, and expire on January 1, 2009.
3. Mr. Peltz exercised certain previously
granted and vested options held by him to acquire 580,411 shares of
Class A Common Stock and 1,160,821 shares of Class B Common Stock, and
Mr. May exercised certain previously granted and vested options held by
him to acquire 69,188 shares of Class A Common Stock and 138,376 shares
of Class B Common Stock. In connection with each such exercise, the
Subcommittee exercised its authority under the applicable equity plans
to (i) allow Messrs. Peltz and May to pay the exercise price for the
options by tendering to the Company shares of Class A Common Stock and
Class B Common Stock owned by them for more than six months prior to
the exercise and (ii) withhold shares of Class A Common Stock and Class
B Common Stock from the option exercises to satisfy minimum statutory
withholding taxes. Pursuant to this authority, 409,984 shares of Class
A Common Stock and 819,967 shares of Class B Common Stock were withheld
from the shares to be delivered to Mr. Peltz, and 47,518 shares of
Class A Common Stock and 95,036 shares of Class B Common Stock were
withheld from the shares to be delivered to Mr. May.
4. The Subcommittee granted additional stock
options to Messrs. Peltz and May on the exercise of (and in
consideration of) the options described in paragraph (3) above to
make up for the fact that the use of shares of Company common stock
owned by them to pay the option exercise price, and the withholding
of shares of Company common stock to satisfy required tax
withholding, put Messrs. Peltz and May at an unintended economic
disadvantage relative to future price appreciation in shares of
Company common stock. Specifically, it granted to (i) Mr. Peltz under
the 2002 Plan options to purchase a total of 409,984 shares of Class
A Common Stock and 819,967 shares of Class B Common Stock and (ii)
Mr. May under the 2002 Plan options to purchase 47,518 shares of
Class A Common Stock and 95,036 shares of Class B Common Stock. These
stock options, referred to as "Tranche 2
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 9 of 17
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Options," were granted with exercise prices equal to the closing prices
per share of Class A Common Stock and Class B Common Stock on December
29, 2005 ($16.78 and $14.94 per share, respectively), are fully vested
and exercisable at grant, and expire on the same dates and under the
same circumstances as the corresponding exercised options.
5. The Company entered into a new agreement
with each of Messrs. Peltz and May that provides that if, as described
in each of their employment agreements, compensation due either Mr.
Peltz or Mr. May would be subject to the golden parachute excise tax
under Section 280G of the Internal Revenue Code, Mr. Peltz would agree
to forfeit up to $8,000,000 of compensation, and Mr. May would agree to
forfeit up to $4,000,000 of compensation, if and solely to the extent
any such forfeiture would eliminate the affected individual's liability
for the excise tax.
On December 30, 2005, Mr. May made a bona fide gift
of 37,800 shares of Class A Common Stock and 75,550 shares of Class B
Common Stock to the Leni and Peter May Family Foundation (the "May
Family Foundation").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Part (a) through (c) of Item 5 is amended by deleting the
eleventh through twentieth paragraphs thereof and replacing them with the
following:
Mr. Peltz directly owns and has the sole power to
dispose of and the shared power to vote 6,438,121 shares of Class A
Common Stock, has the shared power to vote and, upon vesting thereof,
the sole power to dispose of
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 10 of 17
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149,155 restricted shares of Class A Common Stock and beneficially owns
1,688,199 shares of Class A Common Stock issuable upon exercise of
options that he may exercise within 60 days of the date of this
Statement. Mr. May directly owns and has the sole power to dispose of
and the shared power to vote 3,413,260 shares of Class A Common Stock
and beneficially owns 1,076,145 shares of Class A Common Stock issuable
upon exercise of options that he may exercise within 60 days of the
date of this Statement.
The Peltz L.P. is the beneficial owner of 23,550
shares of Class A Common Stock. The general partner of the Peltz L.P.
is a limited liability company of which Claudia Peltz, Mr. Peltz's
wife, is the sole member. In addition, Mr. Peltz's minor children are
the beneficial owners of 200 shares of Class A Common Stock. Mr. Peltz
may be deemed to beneficially own the shares of Class A Common Stock
owned by the Peltz L.P. and his minor children. Mr. Peltz disclaims
beneficial ownership of such shares.
The May Family Foundation is the beneficial owner of
37,800 shares of Class A Common Stock. Mr. and Mrs. May and their two
adult children serve as the directors of the May Family Foundation. Mr.
May may be deemed to beneficially own the shares of Class A Common
Stock owned by the May Family Foundation. Mr. May disclaims beneficial
ownership of such shares.
Pursuant to the Voting Agreement, Mr. Peltz may also
be deemed to share voting power (but has no dispositive power) with
respect to the 4,489,405 shares of Class A Common Stock beneficially
owned by Mr. May (including options that may be exercised by Mr. May
within 60 days of the date of this
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 11 of 17
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Statement, but excluding shares beneficially owned by the May Family
Foundation), and Mr. May may also be deemed to share voting power (but
has no dispositive power) with respect to the 8,275,475 shares of Class
A Common Stock beneficially owned by Mr. Peltz (including restricted
shares that may be voted by Mr. Peltz and options that may be exercised
by Mr. Peltz within 60 days of the date of this Statement, but
excluding shares beneficially owned by the Peltz L.P. and Mr. Peltz's
minor children). Accordingly, Mr. Peltz may be deemed to beneficially
own such shares of Class A Common Stock beneficially owned by Mr. May,
and Mr. May may be deemed to beneficially own such shares of Class A
Common Stock beneficially owned by Mr. Peltz.
As a result, Mr. Peltz may be deemed to beneficially
own an aggregate of 12,788,630 shares of Class A Common Stock
(including shares of Class A Common Stock beneficially owned by Mr.
May, the Peltz L.P. and Mr. Peltz's minor children and restricted
shares of Class A Common Stock that may be voted by Mr. Peltz, but
excluding shares beneficially owned by the May Family Foundation),
representing approximately 47.8% of the outstanding shares of Class A
Common Stock. In addition, Mr. May may be deemed to beneficially own an
aggregate of 12,802,680 shares of Class A Common Stock (including
shares of Class A Common Stock beneficially owned by the May Family
Foundation and Mr. Peltz and restricted shares of Class A Common Stock
that may be voted by Mr. Peltz, but excluding shares beneficially owned
by the Peltz L.P. and Mr. Peltz's minor children), representing
approximately 47.9% of the outstanding shares of Class A Common Stock.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 12 of 17
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Mr. Peltz directly owns and has the sole power to
dispose of and the shared power to vote 7,867,622 shares of Class B
Common Stock, has the shared power to vote and, upon vesting thereof,
the sole power to dispose of 200,000 restricted shares of Class B
Common Stock and beneficially owns 5,176,398 shares of Class B Common
Stock issuable upon exercise of options that he may exercise within 60
days of the date of this Statement. Mr. May directly owns and has the
sole power to dispose of and the shared power to vote 3,816,605 shares
of Class B Common Stock, has the shared power to vote and, upon vesting
thereof, the sole power to dispose of 178,926 restricted shares of
Class B Common Stock and beneficially owns 3,052,290 shares of Class B
Common Stock issuable upon exercise of options that he may exercise
within 60 days of the date of this Statement.
The Peltz L.P. is the beneficial owner of 47,100
shares of Class B Common Stock. The general partner of the Peltz L.P.
is a limited liability company of which Claudia Peltz, Mr. Peltz's
wife, is the sole member. In addition, Mr. Peltz's minor children are
the beneficial owners of 400 shares of Class B Common Stock. Mr. Peltz
may be deemed to beneficially own the shares of Class B Common Stock
owned by the Peltz L.P. and his minor children. Mr. Peltz disclaims
beneficial ownership of such shares.
The Peltz Family Foundation is the beneficial owner
of 153,250 shares of Class B Common Stock. Mr. and Mrs. Peltz, one of
their adult children and an unrelated person serve as the trustees of
the Peltz Family Foundation. Mr. Peltz may be deemed to beneficially
own the shares of Class B Common Stock
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 13 of 17
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owned by the Peltz Family Foundation. Mr. Peltz disclaims beneficial
ownership of such shares.
The May Family Foundation is the beneficial owner of
75,550 shares of Class B Common Stock. Mr. and Mrs. May and their two
adult children serve as the directors of the May Family Foundation. Mr.
May may be deemed to beneficially own the shares of Class B Common
Stock owned by the May Family Foundation. Mr. May disclaims beneficial
ownership of such shares.
Pursuant to the Voting Agreement, Mr. Peltz may also
be deemed to share voting power (but has no dispositive power) with
respect to the 7,047,821 shares of Class B Common Stock beneficially
owned by Mr. May (including restricted shares that may be voted by Mr.
May and options that may be exercised by Mr. May within 60 days of the
date of this Statement, but excluding shares beneficially owned by the
May Family Foundation), and Mr. May may also be deemed to share voting
power (but has no dispositive power) with respect to the 13,244,020
shares of Class B Common Stock beneficially owned by Mr. Peltz
(including restricted shares that may be voted by Mr. Peltz and options
that may be exercised by Mr. Peltz within 60 days of the date of this
Statement, but excluding shares beneficially owned by the Peltz L.P.,
Mr. Peltz's minor children and the Peltz Family Foundation).
Accordingly, Mr. Peltz may be deemed to beneficially own such shares of
Class B Common Stock beneficially owned by Mr. May, and Mr. May may be
deemed to beneficially own such shares of Class B Common Stock owned by
Mr. Peltz.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 14 of 17
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As a result, Mr. Peltz may be deemed to beneficially
own an aggregate of 20,492,591 shares of Class B Common Stock
(including shares of Class B Common Stock beneficially owned by Mr.
May, the Peltz L.P., Mr. Peltz's minor children and the Peltz Family
Foundation and restricted shares of Class B common Stock that may be
voted by Messrs. Peltz and May, but excluding shares beneficially owned
by the May Family Foundation), representing approximately 33.8% of the
outstanding shares of Class B Common Stock. In addition, Mr. May may be
deemed to beneficially own an aggregate of 20,367,391 shares of Class B
Common Stock (including shares of Class B Common Stock beneficially
owned by the May Family Foundation and Mr. Peltz and restricted shares
of Class B Common Stock that may be voted by Messrs. Peltz and May, but
excluding shares beneficially owned by the Peltz L.P., Mr. Peltz's
minor children and the Peltz Family Foundation), representing
approximately 33.6% of the outstanding shares of Class B Common Stock.
Accordingly, as a result of the Voting Agreement, Mr.
Peltz may be deemed to beneficially own approximately 45.2% of the
combined voting power in the Company, and Mr. May may be deemed to
beneficially own approximately 45.2% of the combined voting power in
the Company.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 15 of 17
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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 6, 2006
/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
Class B Common Stock: CUSIP NO. 895927 30 9 Page 16 of 17
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EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- --------
1 Stock Purchase Agreement dated as of October 1, Filed with Original
1992 by and between the Purchaser, Posner, Statement
Posner Trust and Security Management.
2 Exchange Agreement dated as of October 12, 1992 Filed with Original
between the Company and Security Management. Statement
3 Agreement dated as of October 1, 1992 between Filed with Original
the Company and the Purchaser. Statement
4 Agreement of Limited Partnership of the Filed with Original
Purchaser dated as of September 25, 1992. Statement
5 Joint Filing Agreement of the Purchaser, Peltz Filed with
and May. Amendment No. 14
6 Memorandum of Understanding, dated January 21, Filed with
1993, by and between the Purchaser and William Amendment No. 2
A. Ehrman, individually and derivatively on
behalf of SEPSCO.
7 Letter dated January 25, 1993 from Steven Posner Filed with
to the Purchaser Filed with Amendment (including Amendment No. 2
proposed terms and conditions of Consulting
Agreement to be No. 2 entered into between the
Company and Steven Posner).
8 Undertaking and Agreement, dated February 9, Filed with
1993, executed by the Purchaser. Amendment No. 3
9 Amendment No. 3 dated as of April 14, 1993 to Filed with
Agreement of Limited Partnership of the Amendment No. 4
Purchaser.
10 Citibank Loan Documents (Exhibits and Schedule Filed with
omitted). Amendment No. 4
11 Republic Loan Documents (Exhibits and Schedules Filed with
omitted). Amendment No. 4
12 Pledge and Security Agreement, dated as of April Filed with
5, 1993, between the Purchaser and Citibank. Amendment No. 5
13 Custodial Loan Documents. Filed with
Amendment No. 5
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 Filed with
Agreement, dated as of July 25, 1994 between the Amendment No. 6
Purchaser and Citibank.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 17 of 17
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16 Amendment No. 1 dated as of November 15, 1992 to Filed with
Agreement of Limited Partnership of the Amendment No. 7
Purchaser.
17 Amendment No. 2 dated as of March 1, 1993 to Filed with
Agreement of Limited Partnership of the Amendment No. 7
Purchaser.
18 Amendment No. 4 dated a January 1, 1995 to Filed with
Agreement of Limited Partnership of the Amendment No. 7
Purchaser.
19 Amendment No. 5 dated as of January 1, 1996 to Filed with
Agreement of Limited Partnership of the Amendment No. 7
Purchaser.
20 BOA Loan documents (Exhibits and Schedules Filed with
omitted). Amendment No. 7
21 Letter, dated October 12, 1998, from Messrs. Filed with
Nelson Peltz and Peter W. May to the Company. Amendment No. 8
22 Press release, issued by the Company, dated Filed with
October 12, 1998. Amendment No. 8
23 Letter, dated October 12, 1998, from the Company Filed with
to Messrs. Nelson Peltz and Peter W. May. Amendment No. 8
24 Press release issued by the Company, dated March Filed with
10, 1999. Amendment No. 9
25 Amended and Restated Agreement of Limited Filed with
Partnership of the Purchaser, amended and Amendment No. 11
restated as of November 11, 2002.
26 Pledge Agreement dated April 2, 2001, made by Filed with
Peltz Family Limited Partnership, in favor of Amendment No. 13
Bank of America, N.A.
27 Pledge and Security Agreement dated April 2, Filed with
2003, made by Peter W. May, in favor of Bank of Amendment No. 13
America, N.A. (Schedule II omitted).
28 Voting Agreement, dated June 26, 2004, by and Filed with
among Messrs. Nelson Peltz, Peter W. May and Amendment No. 18
Gregory H. Sachs.
29 Voting Agreement dated July 23, 2004, between Filed with
Messrs. Nelson Peltz and Peter W. May. Amendment No. 19
30 Pledge and Security Agreement dated July 23, Filed with
2004, made by Nelson Peltz, in favor of Bank of Amendment No. 19
America, N.A.
31 Amendment No. 1 to Pledge and Security Agreement Filed with
dated July 23, 2004, made by Peter W. May, in Amendment No. 19
favor of Bank of America, N.A.