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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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TRIARC COMPANIES, INC.
(Name of Issuer)
Class A Common Stock, Par Value $.10 per share
(Title of Class of Securities)
895927 10 1
(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)
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April 23, 2003
(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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CUSIP NO. 895927 10 1 Page 2 of 11
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NAME OF REPORTING PERSON
1 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
-0- (See Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 5,343,662 (See Item 5)
BY EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0- (See Item 5)
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10 SHARED DISPOSITIVE POWER
5,343,662 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,343,662 (See Item 5)
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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)
26.1%*
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14 TYPE OF REPORTING PERSON
PN
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* As of March 15, 2003, there were 20,448,722 shares of Class A Common Stock
outstanding, based on Triarc Companies, Inc.'s Form 10-K for the Annual
Period Ended December 29, 2002. All ownership percentages provided in this
Schedule 13D are based on this number of shares outstanding.
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CUSIP NO. 895927 10 1 Page 3 of 11
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NAME OF REPORTING PERSON
1 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
1,707,506 (See Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 5,343,662 (See Item 5)
BY EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,707,506 (See Item 5)
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10 SHARED DISPOSITIVE POWER
5,343,662 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,051,168 (See Item 5)
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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)
32.5% (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 895927 10 1 Page 4 of 11
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NAME OF REPORTING PERSON
1 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
1,079,148 (See Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 5,343,662 (See Item 5)
BY EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,079,148 (See Item 5)
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10 SHARED DISPOSITIVE POWER
5,343,662 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,422,810 (See Item 5)
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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)
30.3% (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 895927 10 1 Page 5 of 11
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AMENDMENT NO. 12 TO SCHEDULE 13D
This Amendment No. 12 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, and as amended by Amendment No. 8 dated October 13, 1998, and as
amended by Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10
dated May 4, 1999, and as amended by Amendment No. 11 dated November 12, 2002
(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 "Common
Stock"), 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is amended by deleting the last
paragraph thereof and substituting in its place the following paragraph:
On October 10, 2002, Messrs. Peltz and May acquired 75 shares
of Common Stock in an open market purchase and made a bona fide gift of such
shares to an unrelated person.
On April 23, 2003, the Purchaser distributed 383,523 shares of
Common Stock to Mr. Peltz and 255,682 shares to Mr. May. On such date Mr. Peltz
exercised options to purchase 600,000 shares of Common Stock and paid the
exercise price of such options through delivery of the 383,523 shares
distributed to him from the Purchaser
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CUSIP NO. 895927 10 1 Page 6 of 11
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by means of an attestation of ownership of such shares. The remaining 216,477
shares of Common Stock issuable upon the exercise of such options (the "Peltz
Profit Shares") were credited to a deferred compensation account and will be
delivered to Mr. Peltz on January 2, 2004, subject to further deferral by Mr.
Peltz under certain circumstances and subject to acceleration under certain
other circumstances.
On April 23, 2003, Mr. May exercised options to purchase
400,000 shares of Common Stock and paid the exercise price of such options
through delivery of the 255,682 shares distributed to him from the Purchaser by
means of an attestation of ownership of such shares. The remaining 144,318
shares of Common Stock issuable upon the exercise of such options (the "May
Profit Shares") were credited to a deferred compensation account and will be
delivered to Mr. May on January 2, 2004, subject to further deferral by Mr. May
under certain circumstances and subject to acceleration under certain other
circumstances.
Neither Mr. Peltz nor Mr. May has voting or dispositive power
over the Peltz Profit Shares or the May Profit Shares, as the case may be. As a
result, these shares have not been included in the number of shares of Common
Stock beneficially owned by Messrs. Peltz and May.
Mr. Peltz has options to purchase 1,273,333 shares of Common
Stock which are exercisable within 60 days, and Mr. May has options to purchase
776,666 shares of Common Stock which are exercisable within 60 days, awarded to
Messrs. Peltz and May pursuant to the Company's 1993 Equity Participation Plan
and 1998 Equity Participation Plan.
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CUSIP NO. 895927 10 1 Page 7 of 11
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the statement is amended by deleting the first
paragraph thereof and substituting in place the following paragraph:
(a) through (c). As a result of the Acquisition and giving
effect to the transfers from the Purchaser to Messrs. Peltz and May described
below, the Purchaser beneficially owns 5,343,662 shares of Common Stock.
Item 5 of the statement is amended by replacing the number
"5,982,867" in the second paragraph with "5,343,662".
Item 5 of the statement is amended by deleting the eighth
paragraph thereof. Item 5 of the Statement is amended by deleting the paragraph
that was the tenth paragraph thereof (prior to the above changes) and
substituting in its place the following paragraphs:
On October 10, 2002, Messrs. Peltz and May acquired 75 shares
of Common Stock in an open market purchase and made a bona fide gift of such
shares to an unrelated person.
On April 23, 2003, the Purchaser distributed 383,523 shares of
Common Stock to Mr. Peltz and 255,682 shares to Mr. May. On such date Mr. Peltz
exercised options to purchase 600,000 shares of Common Stock and paid the
exercise price of such options through delivery of the 383,523 shares
distributed to him from the Purchaser by means of an attestation of ownership of
such shares. The Peltz Profit Shares (the remaining 216,477 shares of Common
Stock issuable upon the exercise of such options) were credited to a deferred
compensation account and will be delivered to Mr. Peltz on January 2, 2004,
subject to further deferral by Mr. Peltz under certain circumstances and subject
to
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CUSIP NO. 895927 10 1 Page 8 of 11
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acceleration under certain other circumstances.
On April 23, 2003, Mr. May exercised options to purchase
400,000 shares of Common Stock and paid the exercise price of such shares
through the delivery of the 255,682 shares distributed to him from the Purchaser
by means of an attestation of ownership of such shares. The May Profit Shares
(the remaining 144,318 shares of Common Stock issuable upon the exercise of such
options) were credited to a deferred compensation account and will be delivered
to Mr. May on January 2, 2004, subject to further deferral by Mr. May under
certain circumstances and subject to acceleration under certain other
circumstances.
Neither Mr. Peltz nor Mr. May has voting or dispositive power
over the Peltz Profit Shares or the May Profit Shares, as the case may be. As a
result, these shares have not been included in the number of shares of Common
Stock beneficially owned by Messrs. Peltz and May.
In addition to the foregoing, Messrs. Peltz and May
beneficially own 1,273,333 and 776,660 shares of Common Stock, respectively,
representing stock options that may be exercised within 60 days.
DWG Acquisition Group, L.P., Mr. Peltz and Mr. May may be
deemed to beneficially own an aggregate of 5,343,662, 7,051,168 and 6,422,810
shares of Common Stock, respectively, representing approximately 26.1%, 32.5%
and 30.3% of the outstanding shares of Common Stock, respectively.
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CUSIP NO. 895927 10 1 Page 9 of 11
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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: April 25, 2003
DWG ACQUISITION GROUP, L.P.
By: /s/ Nelson Peltz
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Name: Nelson Peltz
Title: General Partner
By: /s/ Peter W. May
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Name: Peter W. May
Title: General Partner
/s/ Nelson Peltz
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Nelson Peltz
/s/ Peter W. May
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Peter W. May
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CUSIP NO. 895927 10 1 Page 10 of 11
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE NO.
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1 Stock Purchase Agreement dated as of October 1, 1992 Filed with
by and between the Purchaser, Posner, Posner Trust Original
and Security Management. Statement
2 Exchange Agreement dated as of October 12, 1992 Filed with
between the Company and Security Management. Original
Statement
3 Agreement dated as of October 1, 1992 between the Filed with
Company and the Purchaser. Original
Statement
4 Agreement of Limited Partnership of the Purchaser Filed with
dated as of September 25, 1992. Original
Statement
5 Joint Filing Agreement of the Purchaser, Peltz and Filed with
May. Original
Statement
6 Memorandum of Understanding, dated January 21, 1993, Filed with
by and between the Purchaser and William A. Ehrman, Amendment
individually and derivatively on behalf of SEPSCO. No. 2
7 Letter dated January 25, 1993 from Steven Posner to Filed with
the Purchaser (including proposed terms and Amendment
conditions of Consulting Agreement to be entered No. 2
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 Filed with
Agreement of Limited Partnership of the Purchaser. Amendment
No. 4
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 5, Filed with
1993, between the Purchaser and Citibank. Amendment
No. 5
13 Custodial Loan Documents. Filed with
Amendment
No. 5
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CUSIP NO. 895927 10 1 Page 11 of 11
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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
Citibank. No. 6
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 Filed with
Agreement of Limited Partnership of the Purchaser. Amendment
No. 7
18 Amendment No. 4 dated a January 1, 1995 to Agreement Filed with
of 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 NationsBank Loan Documents (Exhibits and Schedules Filed with
omitted). Amendment
No. 7
21 Letter, dated October 12, 1998, from Messrs. Nelson Filed with
Peltz and Peter W. May to the Company. Amendment
No. 8
22 Press release, issued by the Company, dated October Filed with
12, 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 Filed with
Partnership of the Purchaser, amended and restated Amendment
as of November 11, 2002. No. 11