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: August 11, 2003
(Date of earliest event reported)
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 of
organization)
280 PARK AVENUE, NEW YORK, NY 10017
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
Page 1 of 3 Pages
Exhibit Index appears on Page 3
ITEM 5. OTHER EVENTS
On August 11, 2003, Triarc Companies, Inc. (the "Company") announced that its
Board of Directors approved a special stock dividend of two shares of a newly
designated Class B Common Stock, Series 1, par value $0.10 per share (the "Class
B Common Stock"), for each outstanding share of the Company's Class A Common
Stock, par value $0.10 per share (the "Class A Common Stock"). The stock
dividend will be paid on September 4, 2003 to holders of record of the Class A
Common Stock on August 21, 2003. The Company also announced that its Board of
Directors also approved the payment of initial regular quarterly cash dividends
of $0.065 per share on its Class A Common Stock and $0.075 per share on its
Class B Common Stock. The cash dividends will be paid on September 25, 2003 to
holders of record of the Class A Common Stock and Class B Common Stock on
September 15, 2003. The Company currently intends to declare and pay quarterly
cash dividends; however there can be no assurance that any dividends will be
declared or paid in the future, or the amount or timing of such dividends, if
any. A copy of the press release announcing the dividends, and a copy of the
Certificate of Designation containing the terms of the Class B Common Stock are
being filed as exhibits to this Current Report on Form 8-K. Additionally, a copy
of a Notice of Adjustment of Conversion Rate (the "Notice"), which was delivered
to holders of the Company's 5% Convertible Notes due 2023 (the "Notes") is also
being filed as an exhibit to this Current Report on Form 8-K. As described in
such Notice, holders of the Notes will be entitled to receive upon conversion of
the Notes such number of shares of Class A Common Stock and Class B Common Stock
that the holder would have been entitled to receive had the holder converted its
Notes immediately prior to the record date for the stock dividend.
ITEM 7. EXHIBITS
(c) Exhibits
3.3 Certificate of Designation of Class B Common Stock, Series 1, dated
August 11, 2003.
99.1 Press release, dated August 11, 2003.
99.2 Notice of Adjustment of Conversion Rate, dated August 11, 2003.
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 Associate General Counsel
Dated: August 11, 2003
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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3.3 Certificate of Designation, dated August 11, 2003.
99.1 Press release, dated August 11, 2003.
99.2 Notice of Adjustment of Conversion Rate, dated August 11, 2003.