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): August 10, 2007
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 Number) 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)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
In connection with the previously announced corporate restructuring of
Triarc Companies, Inc. ("Triarc"), pursuant to which Triarc is in the process of
consolidating its corporate operations and headquarters in Atlanta, Georgia and
transferring its senior executive responsibilities to the Arby's Restaurant
Group, Inc. executive team in Atlanta, as described in more detail below under
Item 5.02, on August 10, 2007, Triarc entered into an agreement with its former
Executive Vice President and General Counsel, Brian L. Schorr, evidencing the
termination of his employment agreement and the cessation of his services as an
officer and employee of Triarc as of June 30, 2007.
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On August 10, 2007, Triarc entered into an agreement (the "Agreement") with
its former Executive Vice President and General Counsel, Brian L. Schorr,
evidencing the termination of his employment agreement, dated as of February 24,
2007, as amended (the "Employment Agreement"), as of June 30, 2007 and the
cessation of his services as an officer and employee of Triarc as of that date,
which services would otherwise have extended until February 2010 (unless further
extended). Pursuant to the Agreement, on December 31, 2007, Triarc is to pay to
Mr. Schorr a lump sum payment of $5,627,414.76 (less applicable withholding
taxes). In addition, between January 1, 2008 and September 30, 2008, Triarc is
to pay to Mr. Schorr an additional lump sum payment of $853,150.07 (less
applicable withholding taxes); provided, however, that if a change of control of
Triarc occurs during such period, this additional payment is to be made on the
date of such change of control. Such amounts are subject to adjustment under
certain circumstances. Under the Agreement, the amounts payable to Mr. Schorr
(prior to any such adjustment) are approximately 12.5% less than the cash
payments that would have been payable by Triarc under the pre-existing terms of
the Employment Agreement. Except for the foregoing amounts, Mr. Schorr is to
accrue no further payments, bonuses, severance or other incentive payments
during (or with respect to) the 2007 calendar year. The amounts payable to Mr.
Schorr under the Agreement were included in Triarc's results of operations
(principally included in facilities relocation and corporate restructuring
expense), as reported in its recently filed Form 10-Q for the second fiscal
quarter. The Agreement includes a release by Mr. Schorr of any claims he may
otherwise have had under the Employment Agreement or any other Triarc
compensation plan or arrangement (with certain limited exceptions).
In addition, each outstanding stock option previously granted to Mr. Schorr
will remain exercisable until the earlier of (i) one year following the
termination of a services to Triarc as a consultant (whether under the terms of
the Services Agreement, dated April 30, 2007, between Triarc and Trian Fund
Management, L.P. or otherwise) for reasons other than "cause", (ii) the earlier
of the latest date upon which such stock option could have expired by its
original terms under any circumstances or the tenth anniversary of the original
date of grant and (iii) immediately upon termination of Mr. Schorr's services to
Triarc as a consultant for "cause".
Certain provisions of the Employment Agreement will survive the termination
of such agreement, including the confidentiality restrictions, the
indemnification rights of Mr. Schorr and the provisions relating to certain
gross-up payments that are to be made to Mr. Schorr if any of the payments made
pursuant to the Agreement are subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended.
The above summary of the Agreement is qualified in its entirety by the
terms of the Agreement, a copy of which is filed as exhibit 10.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10. 1 Letter Agreement dated August 10, 2007 between Triarc Companies, Inc.
and Brian L. Schorr.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
TRIARC COMPANIES, INC.
By: /s/STUART I. ROSEN
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Stuart I. Rosen
Senior Vice President and
Assistant Secretary
Dated: August 15, 2007
EXHIBIT INDEX
Exhibit Description
10. 1 Letter Agreement dated August 10, 2007 between Triarc Companies, Inc.
and Brian L. Schorr.