Triarc Companies, Inc. has a capital structure that utilizes two classes of common stock. Shares of each class of common stock are traded on the New York Stock Exchange (NYSE) under the symbols TRY (Class A) and TRY.B (Class B, Series 1).
The DFR Stock Dividend
On December 21, 2007, Triarc completed the sale of its majority interest in Deerfield & Company LLC (“Deerfield”), an asset management firm, to Deerfield Capital Corp. ( “DFR”). In connection with that sale, Triarc received 9,629,368 shares of convertible preferred stock of DFR, which were subsequently converted, on a one-for-one basis, into shares of DFR Common Stock. As a result, when combined with Triarc’s other holdings of DFR Common Stock, Triarc became the owner of a total of 9,835,010 shares of DFR Common Stock. On March 19, 2008, Triarc declared a special stock dividend (the “DFR Stock Dividend”) on its Class A Common Stock and Class B Common Stock consisting of 0.106028 shares of DFR Common Stock for each share of Triarc’s Class A Common Stock outstanding and each share of Triarc’s Class B Common Stock outstanding as of March 29, 2008 (the “Record Date”). The DFR Stock Dividend is payable on April 4, 2008 (the “Distribution Date”) to holders of record of Triarc’s Class A Common Stock and Class B Common Stock on the Record Date. Stockholders will receive a pro rata cash distribution in lieu of receiving fractional shares. The DFR Common Stock is listed and trades on the New York Stock Exchange (the “NYSE”) under the symbol “DFR”.
Distribution of the DFR Common Stock
The distribution of DFR Common Stock by Triarc is being made pursuant to a registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-148703) filed by DFR with the Securities and Exchange Commission and declared effective on March 19, 2008. As a result, the shares of DFR Common Stock that are distributed in the DFR Stock Dividend may be freely traded by Triarc’s stockholders, other than persons who may be deemed affiliates of DFR, who may resell the shares pursuant to Rule 144 under the Securities Act of 1933.
Information about DFR and the DFR Common Stock is set forth in the Prospectus contained in the Registration Statement (the “Prospectus”) and the exhibits and schedules to the Registration Statement. Stockholders are urged to read the Prospectus contained in the Registration Statement, which contains important information, including detailed risk factors relating to the DFR Common Stock. The Registration Statement is available on the SEC's website at http://www.sec.gov. In addition, you may request a copy of the Prospectus, at no cost, by writing or telephoning us at Investor Relations, Triarc Companies, Inc., 280 Park Avenue, New York, New York 10017, telephone: 212-451-3000.
Certain Effects of the DFR Stock Dividend
Effect on the Authorized and Issued Capital Stock. The DFR Stock Dividend will have no effect on Triarc’s authorized and issued capital stock.
Concentration of Voting Power. The DFR Stock Dividend will have no effect on the concentration of voting power within Triarc.
U.S. Federal Income Tax Considerations.
Certain United States Federal Income Tax Consequences. The following discussion describes certain United States federal income tax considerations applicable to holders of shares of Triarc’s Class A Common Stock and Class B Common Stock with respect to the payment of the DFR Stock Dividend. The following discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and existing and proposed Treasury Regulations, and interpretations of the foregoing, all as of the date hereof, and all of which are subject to change, possibly with retroactive effect. It does not deal with all tax consequences that may be relevant in light of the particular circumstances of each holder (some of which, such as dealers in securities, insurance companies, tax-exempt organizations and foreign persons, may be subject to special rules) or with the “extraordinary dividend” rules or applicable withholding rules. Stockholders are urged to consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
The DFR Stock Dividend will be treated as a taxable distribution by Triarc to you in the amount of the fair market value of the DFR Common Stock when distributed to you plus any cash received in lieu of a fractional share of DFR Common Stock. The distribution amount will be characterized as a dividend for U.S. federal income tax purposes to the extent paid from Triarc’s current and accumulated earnings and profits as determined under the Code. Any portion of the DFR Stock Dividend that exceeds Triarc’s current and accumulated earnings and profits will constitute a return of capital and will first reduce your basis in Triarc shares, but not below zero, and then be treated as a gain from the deemed disposition of Triarc shares. This gain will be capital gain, and will be long term capital gain if your holding period in the Triarc shares deemed disposed of exceeds one year. Your initial tax basis in the shares of DFR Common Stock received by you in the DFR Stock Dividend will be the fair market value of such common stock on the date of the DFR Stock Dividend, regardless of how such amount is characterized, and your holding period for such DFR Common Stock will commence on the day after the date of distribution of the DFR Stock Dividend.
In general, the fair market value of the DFR Common Stock on the date of distribution of the DFR Stock Dividend will equal the mean between the high and low trading prices of the DFR Common Stock on such date. On April 4, 2008 the high and low trading prices of the DFR Common Stock were $1.30 and $1.17, respectively. Accordingly, the mean between the high and low trading prices of the DFR Common Stock on the date of distribution would equal $1.235. However, the tax impact of the DFR Stock Dividends will be affected by a number of factors which are unknown at this time, including Triarc’s final taxable income for the taxable year in which the DFR Stock Dividend occurs, the distribution price and the amount and timing of other distributions made by Triarc which relate to its taxable year in which the DFR Stock Dividend occurs. Triarc will notify you after the end of the year in which the DFR Stock Dividend occurs of its estimate of the amount of the DFR Stock Dividend that will be treated as a dividend for U.S. federal income tax purposes.
IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this document is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter that is contained in this document. You should seek advice based on your particular circumstances from an independent tax advisor.
Triarc's Class B Common Stock, Series 1, is listed on the NYSE under the symbol TRY.B. Various Internet sites list Triarc's Class B Common Stock, Series 1, differently from the NYSE. The following sites list Triarc Class B Common Stock, Series 1, as follows:
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AOL |
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TRY.B |
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Bloomberg |
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TRY/B |
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CNN/Money |
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TRY.B |
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MarketWatch |
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TRY.B |
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MSN |
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TRY.B |
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NYSE.com |
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TRYB |
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Quote.com |
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TRY.B |
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Reuters |
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TRY.B |
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TheStreet.com |
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TRY.B |
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Yahoo! Finance |
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TRYb |
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Triarc does not by its reference above adopt or ratify, or imply any endorsement of, or concurrence with, any price or other information, conclusions or recommendations made or found on any of these Internet sites, nor does it undertake any obligation to publish corrective information regarding any price or other information, conclusions or recommendations made on these sites.
Triarc issued $175,000,000 aggregate principal amount of its 5% Convertible Notes due 2023 in May 2003 in a private placement pursuant to Rule 144A under the Securities Act of 1933. Subsequent to that date, the Securities and Exchange Commission declared effective a registration statement relating to resales of the Notes by holders of such securities. That registration statement was terminated by Triarc in January 2006 in accordance with the terms of the applicable registration rights agreement. The notes may be traded pursuant to Rule 144 under the Securities Act of 1933, as amended. Various financial institutions make a market in the Notes, but the notes are not listed or quoted on any national securities exchange or quotation system.
In 2006, an aggregate $172,900,000 principal amount of the Convertible Notes were converted or effectively converted into an aggregate of 4,323,000 Class A Common Shares and 8,645,000 Class B Common Shares (the “Convertible Notes Conversions”). As of December 30, 2007, $2,100,000 aggregate principal amount of the Convertible Notes remained outstanding.
The CUSIP numbers for Triarc's securities are:
| Class A Common Stock (NYSE: TRY) |
|
895927 10-1 |
| Class B Common Stock, Series 1 (NYSE: TRY.B) |
|
895927 30-9 |
| 5% Convertible Notes due 2023 (unregistered) |
|
895927 AC5 |
| 5% Convertible Notes due 2023 (registered) |
|
895927 AD3 |
American Stock Transfer & Trust Company (AST) is Triarc's transfer agent and registrar. AST is responsible for maintaining all records of registered stockholders (including name, address and telephone number), issuing or canceling stock certificates, and resolving questions pertaining to lost, destroyed, stolen or inherited stock certificates. Should your shares be held in a Street name, you will need to contact your broker for these services.
You can contact AST as follows:
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Stockholder inquiries:
Triarc currently has a stock repurchase program that permits Triarc to purchase up to an aggregate $50 million of Class A Common Stock and/or Class B Common Stock, Series 1, until December 28, 2008 when and if market conditions warrant and to the extent legally permissible.
On September 4, 2003, Triarc distributed a special stock dividend of two shares of newly designated Class B Common Stock, Series 1 (NYSE: TRY.B), for each share of Class A Common Stock (NYSE: TRY) outstanding as of August 21, 2003.
On April 4, 2008, Triarc distributed a special stock dividend of 0.106028 shares of common stock of Deerfield Capital Corp. (NYSE: DFR) for each share of Class A Common Stock and each share of Class B Common Stock outstanding as of March 29, 2008.
Triarc has not split its stock.
The Certificate of Designation for the Class B Common Stock, Series 1, provides that the Class B Common Stock, Series 1, is entitled to receive regular quarterly cash dividends per share of at least 110% of any regular quarterly cash dividends declared and paid on each share of our Class A Common Stock on or prior to September 4, 2006. Our Board of Directors has determined that until December 30, 2007 the company will continue to pay regular quarterly cash dividends at that higher rate on the Class B Common Stock, Series 1, if any regular quarterly cash dividends are paid on the Class A Common Stock. After that date, each share of Class B Common Stock, Series 1, is entitled to at least 100% of any regular quarterly cash dividends declared and paid on each share of our Class A Common Stock. Our Board of Directors has not yet made any determination of the relative amounts of any regular quarterly cash dividends that will be paid on the Class A Common Stock and Class B Common Stock, Series 1, after December 30, 2007.
The Certificate of Designation for the Class B Common Stock, Series 1, also provides that the Class B Common Stock, Series 1, is entitled to 1/10 vote per share. In addition, the Class B Common Stock, Series 1, is entitled to a $.01 per share preference in the event of any liquidation, dissolution or winding-up of Triarc and, after each share of Class A Common Stock also receives $.01 per share in any liquidation, dissolution or winding-up, the Class B Common Stock, Series 1, would participate equally on a per share basis with the Class A Common Stock in any remaining assets of Triarc. Neither the Class B Common Stock, Series 1, nor the Class A Common Stock is convertible into the other class of Common Stock.
| Record Date: |
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August 21, 2003 |
| Distribution Date: |
|
September 4, 2003 |
| Ex-Dividend Date: |
|
September 5, 2003 |
To view our Dividend History, click here.
Triarc has been advised by its U.S. tax counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, that one permissible method of allocating tax basis is to compare the value of one share of Class A Common Stock, and the value of two shares of Class B Common Stock, Series 1, to the combined value of such shares of Class A Common Stock and Class B Common Stock, Series 1, valuing shares of each class on the basis of the mean of the high and low reported sale price of shares of that class on September 5, 2003, the first day on which shares of the two classes traded separately in regular way trading on the NYSE ($9.74 per share of Class A Common Stock and $11.00 per share of Class B Common Stock, Series 1). This method results in the following tax basis allocation:
| Triarc Class A Common Stock: |
|
30.69% |
| Triarc Class B Common Stock, Series 1: |
|
69.31% |
Fifty percent (50%) of the aggregate amount allocated to the two shares of Class B Common Stock, Series 1, distributed with respect to each share of Class A Common Stock should be further allocated to each such share of Class B Common Stock, Series 1.
Triarc has also been advised that although this is one permissible method of allocating tax basis, it may not be the only possible way to allocate tax basis. Accordingly, every stockholder should consult with their own tax advisors as to the appropriate allocation of tax basis between the Class A Common Stock and Class B Common Stock, Series 1, received in the distribution.
If you hold your shares through a broker, please contact them directly with questions regarding the Form 1099.
If you hold shares directly, you should receive your 1099 from American Stock Transfer & Trust Company, Triarc's transfer agent, in January for the preceding tax year.
Triarc does not currently offer either a direct stock purchase plan or a dividend reinvestment plan. Triarc's two classes of common stock are listed on the NYSE under the tickers TRY (Class A) and TRY.B (Class B, Series 1). Shares of Triarc may be purchased through a broker of your choice.
As of April 30, 2008, there were 28,911,246 shares of Class A Common Stock outstanding and 63,894,962 shares of Class B Common Stock, Series 1, outstanding.
The par value of each class of common stock is $0.10 cents per share.
| (In Millions) |
|
Authorized |
| Class A Common |
|
100 |
| Class B Common |
|
150 |
| Preferred |
|
100 |
Triarc's corporate predecessor was incorporated in Ohio in 1929. Triarc was reincorporated in Delaware, by means of a merger, in June 1994.
Triarc Companies, Inc.
1155 Perimeter Center West
Suite 1200
Atlanta, GA 30338
(678) 514-4100
Triarc's Federal Tax ID number is 38-0471180.
To download or view our most recent Annual Report online, click here.
To view and download our SEC filings, including filings by our executive officers, directors and holders of more than 10% of our Common Stock on Forms 3, 4 and 5, click here.
Triarc does not have official dates as to when earnings are released. Generally, we release our earnings at about the time we file our Quarterly Reports on Form 10-Q or Annual Report on Form 10-K with the SEC.
At this time, we do not Webcast or hold conference calls to discuss our earnings results.
We use a 52/53-week fiscal year convention. Our fiscal year ends on the Sunday that is closest to December 31 of each year. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in some years one quarter represents a 14-week period.
| Fiscal Year End 2007 |
|
December 30, 2007 |
| Fiscal Year End 2006 |
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December 31, 2006 |
| Fiscal Year End 2005 |
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January 1, 2006 |
| Fiscal Year End 2004 |
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January 2, 2005 |
| Fiscal Year End 2003 |
|
December 28, 2003 |
| Fiscal Year End 2002 |
|
December 29, 2002 |
| Fiscal Year End 2001 |
|
December 30, 2001 |
| Fiscal Year End 2000 |
|
December 31, 2000 |
As of December 30, 2007, we had a total of 26,605 employees, including 3,382 salaried employees and 23,223 hourly employees. Of these, 69 were employed by Triarc, 24,155 were employed by ARG and 148 were employed by Deerfield.
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281-1414
For additional information or answers to other questions you may have, please contact:
Triarc Companies, Inc.
Attention: Investor Relations
1155 Perimeter Center West
Suite 1200
Atlanta, GA 30338