-----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, S3bTYba4yCAR9o4XRnNgsTsQ2MCEmUA69kb00Dn0ov7IxYOiNPYE89EQAQMa8APn E96L4WvR72eRGXrCiI/Csg== 0000950142-08-000735.txt : 20080401 0000950142-08-000735.hdr.sgml : 20080401 20080401205259 ACCESSION NUMBER: 0000950142-08-000735 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080329 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Deerfield Capital Corp. CENTRAL INDEX KEY: 0001313918 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202008622 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6250 NORTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 773-380-1600 MAIL ADDRESS: STREET 1: 6250 NORTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: Deerfield Triarc Capital Corp DATE OF NAME CHANGE: 20050110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32551 FILM NUMBER: 08731092 BUSINESS ADDRESS: BUSINESS PHONE: 212 451 3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: NELSON PELTZ DATE OF NAME CHANGE: 19940810 4 1 form4_peltz032908dfrex.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0202 4 2008-03-29 0 0001313918 Deerfield Capital Corp. DFR 0000928265 PELTZ NELSON 280 PARK AVENUE NEW YORK NY 10017 1 0 0 1 See footnote (6) Common Stock 2008-03-29 4 J 0 9835010 D 0 I By Subsidiaries. See footnotes Common Stock 2008-03-29 4 J 0 1685718 A 2352385 D Common Stock 2008-03-29 4 J 0 25331 A 25331 I See footnotes Common Stock 2008-03-29 4 J 0 7490 A 7490 I By Family Limited Partnership. See footnotes Common Stock 2008-03-29 4 J 0 63 A 1563 I By Family. See footnotes Such shares were held by Triarc Companies, Inc. ("Triarc"). Mr. Peltz is the Chairman of the board of directors, a director and a significant stockholder of Triarc, and may be deemed to beneficially own securities of the Issuer owned by Triarc and its subsidiaries. Mr. Peltz disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. On December 21, 2007, 9,629,368 shares of the Issuer's Series A Cumulative Convertible Preferred Stock (the "DFR Preferred Stock") were issued to Triarc Deerfield Holdings, LLC ("TD Holdings"), a subsidiary of Triarc, as merger consideration payable by the Issuer to TD Holdings in respect of TD Holdings' interests in Deerfield & Company LLC, pursuant to the Agreement and Plan of Merger dated as of December 17, 2007, among the Issuer, DFR Merger Company, LLC, Deerfield & Company, LLC and Triarc (the "Merger Agreement"). On March 11, 2008, the shareholders of the Issuer voted to convert the DFR Preferred Stock into shares of the Issuer's common stock (the "DFR Common Stock"), on a one-for-one basis, and as a result, all shares of DFR Preferred Stock were automatically converted into shares of DFR Common Stock, which, when combined with Triarc's previous holdings, resulted in Triarc's ownership of 9,835,010 shares of DFR Common Stock. On March 19, 2008, Triarc declared a special stock dividend (the "Stock Dividend") on the existing Class A Common Stock, par value $0.10 per share (the "Triarc Class A Common Stock"), and Class B Common Stock, par value $0.10 per share (the "Triarc Class B Common Stock"), consisting of 0.106028 shares of DFR Common Stock for each share of Triarc Class A Common Stock outstanding and each share of Triarc Class B Common Stock outstanding as of the close of business on March 29, 2008 (the "Record Date"). The Stock Dividend is payable on April 4, 2008 (the "Distribution Date") to holders of record of the Class A Common Stock and Class B Common Stock at the close of business on the Record Date. As a result of the shares of Triarc Class A Common Stock and Triarc Class B Common Stock owned, Mr. Peltz, the Peltz Family Foundation, Peltz Family L.P. and Mr. Peltz's adult children each will directly receive 1,685,718, 25,331, 7,490 and 63 shares of DFR Common Stock, respectively, in the Stock Dividend. Under the terms of the Merger Agreement Messrs. Peltz and May will have the power to nominate one director to serve on the Issuer's board of directors for so long as they own at least 2/3 of the DFR Common Stock they receive as part of the Stock Dividend. All such shares are held by the Peltz Family Foundation. Mr. Peltz disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole General Partner. Mr. Peltz was formerly a general partner of the partnership but has transferred his interest in the partnership to his spouse. Mr. Peltz disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares are held by an adult child currently residing in the Reporting Person's household. Peltz disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Nelson Peltz 2008-04-01 -----END PRIVACY-ENHANCED MESSAGE-----