form8k_031908.htm
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): March 19, 2008
TRIARC
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-2207
(Commission
File Number)
|
38-0471180
(IRS
Employer
Identification
No.)
|
|
1155
Perimeter Center West
12th
Floor
Atlanta,
GA
(Address
of principal executive offices)
|
30338
(Zip
Code)
|
Registrant’s
telephone number, including area code: (678) 514-4100
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
On March
19, 2008, Triarc Companies, Inc. (the “Company”) announced that a special stock
dividend of 9,835,010 shares of Deerfield Capital Corp. (“DFR”) common stock,
par value $0.001 per share, (the “DFR Common Stock”) will be paid to holders of
the Company’s Class A Common Stock (the “Class A Common Stock”) and
Class B Common Stock (the “Class B Common Stock”). The DFR Common
Stock to be distributed consists of all of the DFR Common Stock held by the
Company, and includes 9,629,368 shares of DFR Common Stock issued upon the
conversion of DFR Series A Cumulative Convertible Preferred Stock, par value
$0.001 per share, (the “DFR Preferred Stock”) received by a subsidiary of the
Company in connection with the sale by the Company of its interests in Deerfield
& Company LLC to DFR on December 21, 2007. Following the
distribution, the Company will not own any shares of DFR Common Stock or DFR
Preferred Stock.
The
dividend will be paid on April 4, 2008 to holders of record of the
Class A Common Stock and Class B Common Stock on March 29,
2008. A copy of the press release announcing the stock dividend is
being filed as an exhibit to this Current Report on
Form 8-K. Additionally, a copy of a Notice of Adjustment
of Conversion Rate (the “Notice”), which will be delivered to holders of the
Company’s 5% convertible notes due 2023 (the “Notes”), is also being filed as an
exhibit to this Current Report on Form 8-K. As described in such
Notice, upon payment of the special dividend, the conversion ratio of the Notes
will be adjusted to reflect the value of DFR common stock the holder of the
Notes would have been entitled to receive had the holder converted its Notes
immediately prior to the record date for the special dividend.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
March 19, 2008
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TRIARC
COMPANIES, INC.
|
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By: /s/
NILS H. OKESON |
| |
Name:
Nils H. Okeson |
| |
Title:
Senior Vice President, |
| |
General
Counsel and Secretary |
EXHIBIT
INDEX