UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 3, 2006
TRIARC COMPANIES, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-2207 38-0471180
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
280 Park Avenue
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
On February 3, 2006, Triarc Companies, Inc. (the "Company") agreed to
repurchase an aggregate of $58,396,000 principal amount of its 5% Convertible
Notes due 2023 (the "Notes"), and to pay accrued and unpaid interest and related
premiums, in exchange for an aggregate of 1,459,900 shares of Class A Common
Stock, par value $0.10 per share ("Class A Common Stock"), 2,939,173 shares of
Class B Common Stock, par value $0.10 per share ("Class B Common Stock") and an
aggregate cash payment to the selling noteholders of $3,363,594.17, subject to
adjustment depending upon the actual date of the closings, in privately
negotiated transactions (the "Exchanges"). Upon the satisfaction of the
conditions set for in the related indenture, the Notes that are to be acquired
would have been convertible into 1,459,900 shares of Class A Common Stock and
2,919,800 shares of Class B Common Stock (assuming the current conversion rate).
The Company expects the Exchanges to settle on or about February 8, 2006. The
shares of Class A Common Stock and Class B Common Stock will be issued in
reliance upon the exemption from registration provided under Section 3(a)(9) of
the Securities Act of 1933, as amended. The Company expects to record a pre-tax
charge of approximately $3.0 million in connection with these transactions.
On February 3, 2006, the Company also settled the repurchase of $69,734,000
of the previously announced $82,234,000 principal amount of Notes to be
repurchased. The settlement of the remaining portion of such repurchase
($12,500,000 principal amount of Notes) is expected to occur on or about
February 6, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: February 3, 2006
TRIARC COMPANIES, INC.
By: /s/STUART I. ROSEN
--------------------------
Name: Stuart I. Rosen
Title: Senior Vice President
and Secretary