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 (Date of earliest event reported): March 11, 2008
TRIARC
COMPANIES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-2207
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38-0471180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1155
Perimeter Center West
Atlanta,
Georgia
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30338
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(678)
514-4100
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(Former
Name or Former Address, if Changed Since Last Report):
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N/A
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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:
[
] 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
2.06. Material Impairments (with respect to equity investment in
Deerfield Capital Corp.)
In December
2007, Triarc Companies, Inc. (“Triarc” or the “Company”) completed the sale of
its majority interest in Deerfield & Company LLC (“Deerfield”), an asset
management firm, to Deerfield Capital Corp. (“DFR”). In connection with that
sale, Triarc received 9,629,368 shares of DFR convertible preferred stock
convertible into shares of DFR common stock on a share-for-share basis, 205,642
shares of DFR common stock previously owned by Deerfield and approximately $48
million principal amount of senior secured notes of Deerfield. On
March 11, 2008, DFR stockholders approved the one-for-one conversion of the
convertible preferred stock into DFR common stock.
Since DFR’s
February 29, 2008 earnings update, the market price for DFR’s common stock has
declined from a closing price of $6.63 per share on February 28, 2008 to $1.50
per share on March 11, 2008.
We have
concluded that the decline in the value of DFR’s common stock has caused the
fair value and carrying value of Triarc’s investment in the 9,835,010 shares of
DFR common stock we now hold to be materially impaired and that this impairment
constitutes what is known as an “Other-Than-Temporary” impairment under
accounting principles generally accepted in the United States of America
(“GAAP”). As a result, although a final determination of the actual
amounts of the “Other-Than-Temporary” impairment charges (which will not be tax
deductible) to be recorded in our financial results for the fiscal quarter
ending March 30, 2008 cannot yet be made, we currently anticipate recording a
non-cash charge to earnings of between $60.0 million and $70.0 million in the
first quarter of 2008 to reflect the decline in value of the DFR shares. This
charge includes $11.1 million of pre-tax unrealized holding losses included in
“Accumulated Other Comprehensive Loss”, a component of stockholder’s equity,
that we recorded at the end of the fourth quarter of
2007. Accordingly, the net impact to stockholder’s equity of the
first quarter 2008 charge described above would be $7.0 million less, net of the
related tax benefit, than the charge to earnings. In the fourth
quarter of 2007, we recorded a gain of $40.2 million in connection with the sale
of our interest in Deerfield to DFR. On March 12, 2008, we announced
that our Board of Directors has approved the distribution of our 9,835,010
shares of DFR common stock to our shareholders as soon as practicable, subject
to, among other things, compliance with applicable securities laws, including
the effectiveness of the registration statement previously filed by DFR with the
Securities Exchange Commission that allows for the resale of the DFR shares by
our shareholders. Following the expected distribution of the DFR shares, Triarc
will have no financial interest in DFR other than the approximately $48 million
principal amount of Deerfield senior secured notes that it will continue to hold
following the distribution of the DFR shares.
The
“Other-Than-Temporary” impairment charges described in this report will not
result in any future cash expenditures.
A copy of a
related press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
This Current
Report on Form 8-K should be read in conjunction with the Company’s Annual
Report on Form 10-K for the fiscal year ended December 30, 2007, including
footnote 32 to the Company’s consolidated financial statements included
therein.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
Cautionary
Note Regarding Forward-Looking Statements
This current report on form 8-K
contains statements that relate to the future financial results of Triarc and
future events affecting such results, including statements with respect to the
beliefs, plans, objectives, expectations, anticipations and estimates of
management. These statements constitute forward-looking information
within the meaning of the Private Securities Litigation Reform Act of
1995. Actual facts, determinations, results or achievements may
differ materially from those expressed in or contemplated by the forward-looking
statements provided in this report since such statements involve significant
known and unknown risks and uncertainties. Factors that might cause
such differences include, but are not limited to: changes in prevailing
economic, market and business conditions affecting DFR; changes in the interest
rate environment; changes in debt, equity and securities markets; changes in the
liquidity of markets in which DFR participates and other factors described in
Triarc’s Annual Report on Form 10-K for the fiscal year ended December 30,
2007. In addition, the statements contained in this report are based
on facts and circumstances as understood by management of the company on the
date of this report, which may change in the future. Triarc disclaims
any obligation to update any statements or to publicly announce the result of
any revisions to any of the forward-looking statements included herein to
reflect future events, developments, determinations or understandings, except to
the extent required by federal securities laws.
SIGNATURE
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.
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TRIARC
COMPANIES, INC.
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By: /s/ STEPHEN E.
HARE
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Stephen E. Hare
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Senior Vice President and
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Dated: March 12, 2008 |
Chief Financial Officer
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EXHIBIT
INDEX
Exhibit Description