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) July 12, 2004
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
280 Park Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
The information in this Report is being furnished, not filed, pursuant to
Regulation FD. The information in this Report shall not be incorporated by
reference into any registration statement pursuant to the Securities Act of
1933, as amended. The furnishing of the information in this Report is not
intended to, and does not, constitute a determination or admission that the
information in this Report is material, or that investors should consider this
information before making an investment decision with respect to any security of
Triarc Companies, Inc. ("Triarc").
On July 12, 2004, Triarc Deerfield Investment Corporation ("TDIC") filed
Pre-Effective Amendment No. 2 to registration statement on Form N-2 in
connection with the proposed public offering of common stock (the "Offering").
In the registration statement, TDIC has disclosed that it will not pay a sales
load in connection with the Offering. Instead, TDIC's investment manager, TDM
Advisors LLC ("TDM"), a joint venture recently created by Triarc and Deerfield &
Co. LLC ("Deerfield"), has agreed to pay a one-time fee to the underwriters upon
the closing of the Offering equal to 4.75% of the offering price or $0.95 per
share ($23,750,000, based on an offering of 25,000,000 shares or $27,312,500 if
the underwriters' over-allotment option is exercised in full) as underwriting
compensation. TDIC also disclosed that TDM has agreed to pay the expenses
incurred by it in connection with the proposed Offering, which it estimates to
be approximately $1,670,125, and its organizational expenses (which are
non-recurring), which it estimates to be approximately $250,000.
TDM will borrow the funds to make the foregoing payments from Triarc, and
will be obligated to repay Triarc over a six year period. TDM currently expects
to obtain the funds to repay the loan from the management fees paid to it by
TDIC.
If the Offering is completed and TDM pays the foregoing expenses, Triarc
expects to record a pre-tax expense for accounting purposes equal to the amount
paid by TDM for such underwriting compensation and offering and organizational
expenses. The Offering is currently expected to close during Triarc's third
quarter and such expense would be recorded at such time. If the proposed
Offering by TDIC is not completed, the foregoing payments will not be made and
such expense will not be recorded.
A registration statement relating to the securities to be issued by TDIC
has been filed with the Securities and Exchange Commission but has not yet
become effective and is not yet complete and is subject to change. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Current Report on Form 8-K is
not an offer to sell or the solicitation of an offer to buy nor there shall be
any sale of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State. Investors should consider the investment
objectives, risks, charges and expenses of TDIC carefully before investing. This
and other information about TDIC will be contained in a prospectus which may be
obtained, once available, from TDIC. The prospectus should be read carefully
before investing.
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.
TRIARC COMPANIES, INC.
By:FRANCIS T. MCCARRON
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Francis T. McCarron
Senior Vice President
and Chief Financial Officer
Date: July 12, 2004
EXHIBIT INDEX
Exhibit
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