Edgar Filing: TRIARC COMPANIES INC

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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. 18)*

_______________________

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)

_______________________

June 26, 2004
(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 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DWG ACQUISITION GROUP, L.P.
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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

Delaware
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7 SOLE VOTING POWER (See Item 5)

-0-
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES
BENEFICIALLY OWNED 6,024,662 (Class A Common Stock)
BY EACH REPORTING 4,763,434 (Class B Common Stock)
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See Item 5)

-0-
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10 SHARED DISPOSITIVE POWER (See Item 5)

6,024,662 (Class A Common Stock)
4,763,434 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)

6,024,662 (Class A Common Stock)
4,763,434 (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)

29.8% (Class A Common Stock)
11.8% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

PN
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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 10
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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)

3,014,036 (Class A Common Stock)
5,886,188 (Class B Common Stock)
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES
BENEFICIALLY OWNED 6,024,662 (Class A Common Stock)
BY EACH REPORTING 4,763,434 (Class B Common Stock)
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See Item 5)

3,014,036 (Class A Common Stock)
5,886,188 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)

9,038,698 (Class A Common Stock)
10,649,622 (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)

41.6% (Class A Common Stock)
24.5% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

IN
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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 10
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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)

1,900,168 (Class A Common Stock)
3,705,746 (Class B Common Stock)
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES
BENEFICIALLY OWNED 6,024,662 (Class A Common Stock)
BY EACH REPORTING 4,763,434 (Class B Common Stock)
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER (See Item 5)

1,900,168 (Class A Common Stock)
3,705,746 (Class B Common Stock)
--------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)

7,924,830 (Class A Common Stock)
8,469,180 (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)

37.5% (Class A Common Stock)
20.0% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

IN
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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 10
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AMENDMENT NO. 18 TO SCHEDULE 13D

This Amendment No. 18 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 and as amended by Amendment No. 17 dated April 26, 2004 (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
and 17, all references in the Statement to "Common Stock" shall be deemed to
refer to the Class A Common Stock.

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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 10
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE COMMON STOCK OF THE ISSUER.

Item 6 of the Statement is amended by adding the following:

As disclosed by the Company, on June 26, 2004, the Company
entered into a Purchase Agreement (the "Deerfield Purchase Agreement") with
Sachs Capital Management LLC, Deerfield Partners Fund II LLC, Scott A. Roberts
and Marvin Shrear (collectively, the "Deerfield Sellers"), pursuant to which,
inter alia, the Company agreed to purchase from the Deerfield Sellers, upon the
terms and subject to the conditions set forth therein, approximately 63.6% of
the membership interests in Deerfield & Company LLC ("Deerfield").

In connection with the transactions contemplated by the
Deerfield Purchase Agreement, Deerfield and Deerfield Capital Management LLC, a
wholly owned subsidiary of Deerfield ("DCM"), entered into an Employment
Agreement with Gregory H. Sachs, the Chairman and Chief Executive Officer of
Deerfield (the "Sachs Employment Agreement"), to become effective and subject to
the consummation of the transactions contemplated by the Deerfield Purchase
Agreement. Pursuant to the Sachs Employment Agreement, Mr. Sachs is entitled to,
among other things, an annual bonus based on the EBITDA (as defined therein) of
Deerfield and its consolidated subsidiaries during the applicable fiscal year,
subject to adoption by the Company's stockholders of an amendment to the
Company's 1999 Executive Bonus Plan (the "Amendment").

In connection with the transactions contemplated by the
Deerfield Purchase Agreement, Messrs. Peltz and May entered into a Voting
Agreement, dated as of June 26, 2004 (the "Sachs Voting Agreement") with Mr.
Sachs.

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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 10
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Pursuant to the Sachs Voting Agreement, Messrs. Peltz and May agreed to vote, or
to cause their respective affiliates and certain family members to vote, on the
terms and subject to the conditions set forth therein, at the next annual or
special meeting of the Company's stockholders, all shares of Class A Common
Stock and Class B Common Stock beneficially owned by them and their respective
family members or affiliates, as the case may be, in favor of the adoption of
the Amendment. The descriptions of the provisions of the Sachs Voting Agreement
contained herein are qualified in their entirety by the actual terms of such
Sachs Voting Agreement, a copy of which is filed as Exhibit 28 and is
incorporated herein by reference.

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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 10
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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: June 29, 2004

DWG ACQUISITION GROUP, L.P.

By: /s/ Nelson Peltz
-----------------------
Name: Nelson Peltz
Title: General Partner

By: /s/ Peter W. May
-----------------------
Name: Peter W. May
Title: General Partner

/s/ Nelson Peltz
---------------------------
Nelson Peltz

/s/ Peter W. May
---------------------------
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 9 of 10
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Exhibit Index
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Exhibit Description Page No.
------- ----------- --------

1 Stock Purchase Agreement dated as of October 1, 1992 by Filed with Original
and between the Purchaser, Posner, Posner Trust and Statement
Security Management.

2 Exchange Agreement dated as of October 12, 1992 between Filed with Original
the Company andSecurity Management. Statement

3 Agreement dated as of October 1, 1992 between the Filed with Original
Company and the Purchaser. Statement

4 Agreement of Limited Partnership of the Purchaser dated as Filed with Original
of September 25, 1992. Statement

5 Joint Filing Agreement of the Purchaser, Peltz and May. Filed with
Amendment No. 14

6 Memorandum of Understanding, dated January 21, 1993, by Filed with
and between the Purchaser and William A. Ehrman, Amendment No. 2
individually and derivatively on behalf of SEPSCO.

7 Letter dated January 25, 1993 from Steven Posner to the Filed with
Purchaser (including proposed terms and conditions of Amendment No. 2
Consulting Agreement to be entered into between the
Company and Steven Posner).

8 Undertaking and Agreement, dated February 9, 1993, Filed with
executed by the Purchaser. Amendment No. 3

9 Amendment No. 3 dated as of April 14, 1993 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment No. 4

10 Citibank Loan Documents (Exhibits and Schedule omitted). Filed with
Amendment No. 4

11 Republic Loan Documents (Exhibits and Schedules omitted). Filed with
Amendment No. 4

12 Pledge and Security Agreement, dated as of April 5, 1993, Filed with
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 Agreement, Filed with
dated as of July 25, 1994 between the Purchaser and Amendment No. 6
Citibank.

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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 10 of 10
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Exhibit Description Page No.
------- ----------- --------

16 Amendment No. 1 dated as of November 15, 1992 to Filed with
Agreement of Limited Partnership of the Purchaser. Amendment No. 7

17 Amendment No. 2 dated as of March 1, 1993 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment No. 7

18 Amendment No. 4 dated a January 1, 1995 to Agreement of Filed with
Limited Partnership of the Purchaser. Amendment No. 7

19 Amendment No. 5 dated as of January 1, 1996 to Filed with
Agreement of Limited Partnership of the Purchaser. Amendment No. 7

20 BOA Loan documents (Exhibits and Schedules omitted). Filed with
Amendment No. 7

21 Letter, dated October 12, 1998, from Messrs. Nelson Peltz Filed with
and Peter W. May to the Company. Amendment No. 8

22 Press release, issued by the Company, dated October 12, Filed with
1998. Amendment No. 8

23 Letter, dated October 12, 1998, from the Company to Filed with
Messrs. Nelson Peltz and Peter W. May. Amendment No. 8

24 Press release issued by the Company, dated March 10, Filed with
1999. Amendment No. 9

25 Amended and Restated Agreement of Limited Partnership Filed with
of the Purchaser, amended and restated as of November 11, Amendment No. 11
2002.

26 Pledge Agreement dated April 2, 2001, made by Peltz Filed with
Family Limited Partnership, in favor of Bank of America, Amendment No. 13
N.A.

27 Pledge and Security Agreement dated April 2, 2003, made Filed with
by Peter W. May, in favor of Bank of America, N.A. Amendment No. 13
(Schedule II omitted).

28 Voting Agreement, dated June 26, 2004, by and among Filed herewith
Messrs. Nelson Peltz, Peter W. May and Gregory H. Sachs.