-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PzTQ480aoMZJ4kC8ufOwmLURcanL3yIAyHoePn0WIYVJFNNYZRiQpXXkcg+OL9PP 76F0jGKKURNMFlqv9M83Mw== 0000950142-99-000215.txt : 19990315 0000950142-99-000215.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950142-99-000215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990312 GROUP MEMBERS: DWG ACQUISITION GROUP L P GROUP MEMBERS: DWG ACQUISITION GROUP, L.P. GROUP MEMBERS: NELSON PELTZ GROUP MEMBERS: PETER W. MAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11818 FILM NUMBER: 99564439 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DWG ACQUISITION GROUP L P CENTRAL INDEX KEY: 0000928266 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 380471180 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122303000 MAIL ADDRESS: STREET 1: 900 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 9) ----------------------- 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, N.Y. 10017 TEL. NO.: (212) 451-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- MARCH 10, 1999 (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 ss.ss. 250.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) for the 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). Page 1 of 12 SCHEDULE 13D CUSIP NO. 895927 10 1 Page 2 of 12 Pages ----------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DWG ACQUISITION GROUP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED -0- (See Item 5) BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 5,982,867 (See Item 5) 9 SOLE DISPOSITIVE POWER -0- (See Item 5) 10 SHARED DISPOSITIVE POWER 5,982,867 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,982,867 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25% (See Item 5) 14 TYPE OF REPORTING PERSON PN Page 2 of 12 SCHEDULE 13D CUSIP NO. 895927 10 1 Page 3 of 12 Pages ----------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NELSON PELTZ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED 1,282,166 (See Item 5) BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 5,982,867 (See Item 5) 9 SOLE DISPOSITIVE POWER 1,282,166 (See Item 5) 10 SHARED DISPOSITIVE POWER 5,982,867 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,033 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.6% (See Item 5) 14 TYPE OF REPORTING PERSON IN Page 3 of 12 SCHEDULE 13D CUSIP NO. 895927 10 1 Page 4 of 12 Pages ----------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PETER W. MAY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED 873,467 (See Item 5) BY EACH REPORTING PERSON 8 SHARED VOTING POWER WITH 5,982,867 (See Item 5) 9 SOLE DISPOSITIVE POWER 873,467 (See Item 5) 10 SHARED DISPOSITIVE POWER 5,982,867 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,856,334 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4% (See Item 5) 14 TYPE OF REPORTING PERSON IN Page 4 of 12 CUSIP NO: 895927 10 1 AMENDMENT NO. 9 TO SCHEDULE 13D ------------------------------- This Amendment No. 9 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 (the Original Statement, as so amended shall be known as the "Statement"), with respect to the Class A Common Stock (formerly 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: Mr. Peltz has 1,231,666 options to purchase shares of Common Stock which are exercisable within 60 days, and Mr. May has 826,667 options to purchase shares of Common Stock which are exercisable within 60 days, awarded to Page 5 of 12 CUSIP NO: 895927 10 1 Messrs. Peltz and May pursuant to the Company's 1993 equity participation plan. Item 4. Purpose of Transaction. Item 4 of the Statement is supplemented in the following manner: On March 10, 1999, Messrs. Nelson Peltz and Peter W. May notified the Company that they have withdrawn their $18 per share going-private proposal, effective immediately. Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is amended by deleting the fifth and sixth paragraphs thereof and substituting in their place the following paragraphs: During the period between April 15, 1997 and June 1, 1998, Mr. Peltz acquired with his own funds 2,250 shares of Common Stock in open market purchases, which were given as gifts to Mr. Peltz's minor children, and 150 shares of Common Stock in open market purchases, on behalf of his minor child. Mr. Peltz disclaims beneficial ownership of such shares. The Peltz Family Limited Partnership (the "Peltz L.P.")has purchased 21,000 shares of Common Stock in August and September of 1998. By virtue of his position as general partner of Peltz L.P., Mr. Peltz may be deemed to own beneficially the shares of Common Stock owned by Peltz L.P. Page 6 of 12 CUSIP NO: 895927 10 1 On August 27, 1998, Mr. May acquired with his own funds 20,000 shares of Common Stock in open market purchases. In addition to the foregoing, Messrs. Peltz and May beneficially own 1,231,666 and 826,667 shares of Common Stock, respectively, representing stock options that may be exercised within 60 days. As a result, Messrs. Peltz and May may be deemed to beneficially own an aggregate of 7,265,033 and 6,856,334 shares of Common Stock, representing approximately 29.6% and 28.4% of the outstanding shares of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Statement is supplemented in the following manner: The agreement, dated October 12, 1998, referred to in the previous paragraph, has terminated. Item 7. Material To Be Filed as Exhibits. The following document is included in this Statement as an Exhibit thereto: Press release issued by the Company, dated March 10, 1999. Page 7 of 12 CUSIP NO: 895927 10 1 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: March 12, 1999 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 Page 8 of 12 CUSIP NO: 895927 10 1 Exhibit Index ------------- Exhibit Description Page No. - ------- ----------- -------- 1 Stock Purchase Agreement dated Filed with as of October 1, 1992 by and Original between the Purchaser, Posner, Statement Posner Trust and Security Management. 2 Exchange Agreement dated as of Filed with October 1, 1992 between the Original Company and Security Management. Statement 3 Agreement dated as of October 1, Filed with 1992 between the Company and the Original Purchaser. Statement 4 Agreement of Limited Partnership Filed with of the Purchaser dated as of Original September 25, 1992. Statement 5 Joint Filing Agreement of the Filed with Purchaser, Peltz and May. Original Statement 6 Memorandum of Understanding, Filed with dated January 21, 1993, by and Amendment between the Purchaser and No. 2 William A. Ehrman, individually and derivatively on behalf of SEPSCO. 7 Letter dated January 25, 1993 Filed with from Steven Posner to the Amendment Purchaser (including proposed No. 2 terms and conditions of Consulting Agreement to be entered into between the Company and Steven Posner). 8 Undertaking and Agreement, dated Filed with February 9, 1993, executed by Amendment the Purchaser. No. 3 9 Amendment No. 3 dated as of Filed with April 14, 1993 to Agreement of Amendment Limited Partnership of the No. 4 Purchaser. 10 Citibank Loan Documents Filed with (Exhibits and Schedules Amendment omitted). No. 4 11 Republic Loan Documents Filed with (Exhibits and Schedules Amendment omitted). No. 4 Page 9 of 12 CUSIP NO: 895927 10 1 Exhibit Description Page No. - ------- ----------- -------- 12 Pledge and Security Agreement, Filed with dated as of April 5, 1993, Amendment between the Purchaser and No. 5 Citibank. 13 Custodial Loan Documents. Filed with Amendment No. 5 14 Agreement, dated May 2, 1994 Filed with among Nelson Peltz, Peter W. May Amendment and Leon Kalvaria No. 6 15 Amended and Restated Pledge and Filed with Security Agreement, dated as of Amendment July 25, 1994 between the No. 6 Purchaser and Citibank. 16 Amendment No. 1 dated as of Filed with November 15, 1992 to Agreement Amendment of Limited Partnership of the No. 7 Purchaser. 17 Amendment No. 2 dated as of Filed with March 1, 1993 to Agreement of Amendment Limited Partnership of the No. 7 Purchaser. 18 Amendment No. 4 dated as of Filed with January 1, 1995 to Agreement of Amendment Limited Partnership of the No. 7 Purchaser. 19 Amendment No. 5 dated as of Filed with January 1, 1996 to Agreement of Amendment Limited Partnership of the No. 7 Purchaser. 20 NationsBank Loan Documents Filed with (Exhibits and Schedules Amendment omitted). No. 7 21 Letter, dated October 12, 1998, Filed with from Messrs. Nelson Peltz and Amendment Peter W. May to the Company No. 8 22 Press release, issued by the Filed with Company, dated October 12, 1998 Amendment No. 8 23 Letter, dated October 12,1998, Filed with from the Company to Messrs. Amendment Nelson Peltz and Peter W. May No. 8 24 Press release issued by the Filed Company, dated March 10, 1999 herewith Page 10 of 12 EX-24 2 EXHIBIT 24 CUSIP NO: 895927 10 1 EXHIBIT 24 T R I A R C Triarc Companies, inc. 280 Park Avenue New York, NY 10017 Tel 212 451 3000 (NY-TRIARC)(TRY) Peltz and May Withdraw Going-Private Proposal; Board Approves "Dutch Auction" Self-Tender for Up to 5.5 Million Shares NEW YORK--March 10, 1999--Triarc Companies, Inc. (NYSE:TRY) announced today that it has been advised by Nelson Peltz and Peter W. May, the Chairman and Chief Executive Officer and Officer and the President and Chief Operating Officer, respectively, of Triarc that they have withdrawn their $18 per share going private proposal, effective immediately. Triarc also announced that its Board of Directors unanimously approved a tender offer for up to 5.5 million shares of the Company's Common Stock at a price of not less than $16 1/4 and not more than $18 1/4 per share, pursuant to a "Dutch Auction." Commenting on today's announcements, Nelson Peltz, said: "We are withdrawing our offer because we believe it is not in the best interests of shareholders at this time. Our recently completed debt financings, coupled with the tender offer, support the Company's goal of maximizing shareholder value. Our beverage and restaurant franchising businesses continue to grow and we are confident about the future." Triarc has approximately 29.3 million shares of Common Stock currently outstanding. The offer to purchase up to 5.5 million shares of Common Stock from existing shareholders equates to approximately 18.8% of the number of shares currently outstanding. The closing price of the Company's stock on March 9, 1999 was 157/8. The exact price of the tender offer will be determined by a procedure commonly referred to as a Dutch Auction (See Editors Note). The tender offer is expected to commence on March 12, 1999. The tender offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time on April 13, 1999, unless the tender offer is extended. The Company stated that neither the Company nor its Board of Directors makes any recommendation to stockholders to tender shares of Common Stock. It is not anticipated that any directors, executive officers or affiliates of the Company will tender shares pursuant to the offer. The tender offer will be subject to various terms and conditions described in offering materials to be mailed on or about March 12, 1999 to Triarc shareholders of record as of March 10, 1999. The tender offer is conditioned on 3,500,000 shares of Common Stock being tendered, unless such condition is waived by the Company. Wasserstein Perella & Co., Inc. will act as Dealer Manager for the offer and Georgeson & Company Inc. will serve as Information Agent. Questions or requests Page 11 of 12 CUSIP NO: 895927 10 1 for assistance or for copies of the Offer to Purchase may be directed to either the Dealer manager or Information Agent at their respective addresses and telephone numbers listed below. Triarc is a leading premium beverage company (Snapple(R), Mistic(R) and Stewart's(R)), a restaurant franchisor (Arby's(R), T.J. Cinnamons(R) and Pasta Connection(tm)) and a producer of soft drink concentrates (Royal Crown(R), Diet Rite(R) and Nehi(R)). DEALER MANAGER INFORMATION AGENT: Wasserstein Perella & Co., Inc. Georgeson & Company Inc. 31 West 52nd Street Wall Street Plaza New York, NY 10019 New York, NY 10005 (212) 969-2700 (800) 223-2064 EDITOR'S NOTE: Under this tender offer, the price to be paid per share will be set by "Dutch Auction," meaning the Company will pay only that amount per share which is necessary, within the stated range, in order to secure the needed number of shares to complete the offer. Once the price per share is determined, all shareholders will be paid the same amount for each share of stock sold. CONTACT: Triarc Companies, Inc., New York Anne A. Tarbell, 212/451-3030 www.triarc.com Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----