-----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, O4blbjHvSgIoQvHPRhEQ3pNJhc0dENPvBipFDzR38hd+owIF1KuiY21lenDKINOO ykDJk4njrm3aM2RqK9O9Sw== 0000950142-99-000337.txt : 19990505 0000950142-99-000337.hdr.sgml : 19990505 ACCESSION NUMBER: 0000950142-99-000337 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990504 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: 99609656 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. 10 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 10) ----------------------- 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) ----------------------- APRIL 27, 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). ================================================================================ SCHEDULE 13D CUSIP NO. 895927 10 1 Page 2 of 10 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) 30.6% (See Item 5) 14 TYPE OF REPORTING PERSON PN Page 2 of 10 SCHEDULE 13D CUSIP NO. 895927 10 1 Page 3 of 10 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) 35.0% (See Item 5) 14 TYPE OF REPORTING PERSON IN Page 3 of 10 SCHEDULE 13D CUSIP NO. 895927 10 1 Page 4 of 10 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) 33.7% (See Item 5) 14 TYPE OF REPORTING PERSON IN Page 4 of 10 CUSIP NO. 895927 10 1 AMENDMENT NO. 10 TO SCHEDULE 13D This Amendment No. 10 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 (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 5. Interest in Securities of the Issuer. Item 5 of the Statement is amended by deleting the ninth paragraph thereof and substituting in its place the following paragraph[s]: On April 27, 1999, the Company purchased 3,805,015 shares of Common Stock pursuant to a completed "Dutch Auction" self-tender offer which decreased the number of shares of Common Stock outstanding to 19,527,182. Page 5 of 10 CUSIP NO. 895927 10 1 As a result, DWG Acquisition Group, L.P., Mr. Peltz and Mr. May may be deemed to beneficially own an aggregate of 5,982,867, 7,265,033 and 6,856,334 shares of Common Stock, repectively, representing approximately 30.6%, 35.0% and 33.7% of the outstanding shares of Common Stock, repectively. Page 6 of 10 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: May 4, 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 7 of 10 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 8 of 10 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 Page 9 of 10 CUSIP NO. 895927 10 1 Exhibit Description Page No. ------- ----------- -------- 24 Press release issued by the Filed with Company, dated March 10, 1999 Amendment No. 9 Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----