Registration No. 333-106273
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 the registrant's 5% convertible notes due
2023 and those shares of Class A common stock that are issuable upon conversion
of such notes.
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 SECURITIES
On May 19, 2003, Triarc Companies, Inc. issued and sold $175,000,000
aggregate principal amount of its 5% convertible notes due 2023 in a private
offering exempt from the registration requirements of the Securities Act of
1933, as amended. On June 19, 2003, Triarc filed a registration statement on
Form S-3 (Registration No. 333-106273) for the purpose of registering the resale
of the convertible notes and the 4,375,000 shares of Class A common stock
issuable by Triarc upon conversion of such notes, which registration statement
was thereafter declared effective by the Securities and Exchange Commission. As
a result of the declaration of a special dividend paid in the form of shares of
Class B common stock, series 1, the notes became convertible into shares of
Class A common stock and Class B common stock, series 1. As a result, Triarc
filed a registration statement on Form S-3 (Registration No. 333-110719) for the
purpose of registering the resale of the convertible notes and the 4,375,000
shares of Class A common stock and 8,750,000 shares of Class B common stock,
series 1 issuable by Triarc upon conversion of such notes, which registration
statement was thereafter declared effective by the Securities and Exchange
Commission.
Pursuant to the terms of the registration rights agreement that required
Triarc to file a registration statement with respect to the convertible notes
and the underlying common stock, 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, any and all unsold convertible notes, up to and including the
$175,000,000 aggregate principal amount initially registered, and all 4,375,000
shares of Class A common stock initially registered. A similar post-effective
amendment is being filed with respect to registration statement no. 333-110719.
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 January 23, 2006.
TRIARC COMPANIES, INC.
(Registrant)
By: /s/ Nelson Peltz
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Nelson Peltz
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below on January
23, 2006 by the following persons in the capacities indicated.
SIGNATURE TITLES
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/s/ Nelson Peltz Chairman and Chief Executive Officer
----------------------------- and Director
Nelson Peltz (Principal Executive Officer)
/s/ Peter W. May President and Chief Operating Officer
----------------------------- and Director
Peter W. May (Principal Operating Officer)
* Executive 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
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Hugh L. Carey
* Director
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Clive Chajet
/s/ Edward P. Garden Vice Chairman and Director
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Edward P. Garden
* Director
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Joseph A. Levato
/s/ Gregory H. Sachs Director
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Gregory H. Sachs
* Director
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David E. Schwab II
* Director
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Raymond S. Troubh
* Director
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Gerald Tsai, Jr.
/s/ Russell V. Umphenour Jr. Director
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Russell V. Umphenour Jr.
/s/ Jack G. Wasserman Director
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Jack G. Wasserman
* By: /s/ Nelson Peltz
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Nelson Peltz
Attorney-in-fact