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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. 22)*
_______________________
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)
_______________________
JANUARY 31, 2006
(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 9
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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
BY EACH 12,788,630 (Class A Common Stock)
REPORTING 20,492,591 (Class B Common Stock)
PERSON -----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See Item 5)
8,126,320 (Class A Common Stock)
13,044,020 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
23,750 (Class A Common Stock)
200,750 (Class B Common Stock)
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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 9
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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
BY EACH 12,802,680 (Class A Common Stock)
REPORTING 20,367,391 (Class B Common Stock)
PERSON -----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See Item 5)
4,489,405 (Class A Common Stock)
6,868,895 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
37,800 (Class A Common Stock)
75,550 (Class B Common Stock)
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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)
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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)
47.9% (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 9
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AMENDMENT NO. 22 TO SCHEDULE 13D
This Amendment No. 22 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, as amended by Amendment No. 20 dated May 23, 2005 and as
amended by Amendment No. 21 dated January 6, 2006 (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, 20 and 21, 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 9
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references in the Statement to "Common Stock" shall be deemed to refer to the
Class A Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE COMMON STOCK OF THE ISSUER.
Item 6 of the Statement is amended by deleting the second and third
paragraphs thereof and replacing them with the following:
On December 21, 1995, all shares of Common Stock previously
pledged by the Purchaser to Citibank were released. On January 19,
1996, the Custodial Loans were repaid in full and all shares of Common
Stock previously pledged by the Purchaser to Custodial Trust Company
were released. As of January 18, 1996, Messrs. Peltz and May each
entered into separate loan documentation with respect to certain loans
that are secured by shares of Common Stock (as amended, the "BOA
Loans") made to each of them in the ordinary course of business by Bank
of America, N.A., formerly known as NationsBank, N.A. ("BOA"). Each of
the BOA Loans are revolving demand loans and bear interest at a rate
based upon the London interbank offered rate.
The BOA Loans are secured by certain shares of Class A Common
Stock and Class B Common Stock owned by Mr. Peltz (in the case of loans
to Mr. Peltz) and by Mr. May (in the case of loans to Mr. May). The
loan documentation in connection with each of the BOA Loans contains
standard default provisions and other provisions with respect to the
shares of Common Stock pledged pursuant thereto. The Pledge and
Security Agreement entered into by Mr. Peltz with respect to the Common
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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 9
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Stock owned by him and the Pledge and Security Agreement entered into
by Mr. May with respect to the Common Stock owned by him are filed as
Exhibits 30 and 27, respectively, hereto and are incorporated herein by
reference.
Item 6 of the Statement is further amended by adding the following new
paragraph at the end of such Item:
On January 31, 2006, Mr. Peltz's BOA Loan documentation was
amended to increase the available borrowings thereunder. In connection
with this amendment, Mr. Peltz increased the number of shares of Common
Stock pledged to secure the loan from BOA described herein. As of
January 31, 2006, 5,684,249 shares of Class A Common Stock and
6,359,889 shares of Class B Common Stock were pledged by Mr. Peltz to
secure the BOA Loan to Mr. Peltz and 2,987,569 shares of Class A Common
Stock and 3,055,716 shares of Class B Common Stock were pledged by Mr.
May to secure the BOA Loan to Mr. May.
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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 9
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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: February 23, 2006
/s/ Nelson Peltz
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Nelson Peltz
/s/ Peter May
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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 8 of 9
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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 9 of 9
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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, as amended (Exhibits and Filed herewith
Schedules omitted).
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 herewith
2004, made by Nelson Peltz, in favor of Bank
of America, N.A., as amended (Schedule I
omitted).
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.