-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000030697-06-000172.txt : 20060920
<SEC-HEADER>0000030697-06-000172.hdr.sgml : 20060920
<ACCEPTANCE-DATETIME>20060920163513
ACCESSION NUMBER:		0000030697-06-000172
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060919
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060920
DATE AS OF CHANGE:		20060920

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TRIARC COMPANIES INC
		CENTRAL INDEX KEY:			0000030697
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING & DRINKING PLACES [5810]
		IRS NUMBER:				380471180
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0102

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02207
		FILM NUMBER:		061100432

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		24TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		212-451-3000

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		24TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DWG CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DEISEL WEMMER GILBERT CORP
		DATE OF NAME CHANGE:	19680820

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DWG CIGAR CORP
		DATE OF NAME CHANGE:	19680820
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>try8k.txt
<DESCRIPTION>SEPT. 19, 2006 TRY 8-K
<TEXT>
                                  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 (Date of earliest event reported): September 19, 2006

                             TRIARC COMPANIES, INC.
                  --------------------------------------------------
                (Exact name of registrant as specified in its charter)


   DELAWARE                   1-2207                    38-0471180
   -------------              --------------            -------------------
  (State or Other             (Commission               (I.R.S. Employer
  Jurisdiction of             File Number)              Identification No.)
  Incorporation)

  280 Park Avenue
  New York, NY                                          10017
  ----------------------------------------------------------------------------
  (Address of principal executive offices)             (Zip Code)

   Registrant's telephone number, including area code: (212) 451-3000

                                       N/A
         --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



<PAGE>


Item 1.02.        Termination of a Material Definitive Agreement.


On September 19, 2006, in connection  with its corporate  restructuring,  Triarc
Companies,  Inc. (the "Company")  entered into a Surrender and Release Agreement
(the  "Termination  Agreement")  terminating  the Lease  Agreement (the "Lease")
previously  entered  into by the Company with  respect to  approximately  53,000
square feet of office space in Rye Brook, New York.

Under the terms of the Termination  Agreement,  in consideration  for the lessor
agreeing to terminate the Lease  effective  September 19, 2006, the Company paid
the lessor a termination  fee of  approximately  $4.4 million (the  "Termination
Fee").

A copy of the  Termination  Agreement  is attached as Exhibit 10.1 hereto and is
incorporated herein by reference. A copy of the Lease was filed as Exhibit 10.12
to the Company's Current Report on Form 8-K filed December 22, 2004.


Item 2.04.  Triggering  Events That  Accelerate  or Increase a Direct  Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On  September  19, 2006,  the Company  entered  into the  Termination  Agreement
pursuant to which the Lease was  terminated  in exchange  for the payment of the
Termination  Fee. In  connection  with the  Termination  Agreement,  the Company
expects  to  record an  additional  $2.1  million  pretax  charge to  facilities
relocation  and corporate  restructuring  in its third quarter ending October 1,
2006.

Item 9.01.        Financial Statements and Exhibits.

(c)  Exhibits     Description

10.1              Surrender  and Release  Agreement,  dated as of September  19,
                  2006, by and between 760-24 Westchester Avenue, LLC and 800-60
                  Westchester Avenue, LLC, as Lessor, and Triarc Companies, Inc.
                  as Lessee.




<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              TRIARC COMPANIES, INC.


                                              By:  FRANCIS T. MCCARRON
                                                   -----------------------------
                                                   Francis T. McCarron
                                                   Executive Vice President and
                                                   Chief Financial Officer

Dated:   September 20, 2006






<PAGE>



                                 EXHIBIT INDEX

Exhibit                    Description


10.1      Surrender  and Release  Agreement,  dated as of September 19, 2006, by
          and between  760-24  Westchester  Avenue,  LLC and 800-60  Westchester
          Avenue, LLC, as Lessor, and Triarc Companies, Inc. as Lessee.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1.txt
<DESCRIPTION>TERMINATION AGREEMENT
<TEXT>
     THIS SURRENDER AND RELEASE  AGREEMENT  dated as of September 19, 2006, made
by and between 760-24 WESTCHESTER AVENUE, LLC and 800-60 WESTCHESTER AVENUE, LLC
both having an office in care of RPW Group,  Inc., 800 Westchester  Avenue,  Rye
Brook,  New York 10573  (hereinafter  referred to  collectively as "Lessor") and
TRIARC COMPANIES,  INC., having an office at 280 Park Avenue, New York, New York
10017 (hereinafter referred to as "Lessee");

                               W I T N E S S E T H

     WHEREAS,  Lessor is the owner of the  building and real  property  commonly
known as and located at 800 Westchester  Avenue,  Rye Brook, New York 10573 (the
"Building");

     WHEREAS,  Lessor and Lessee  entered into that certain lease dated December
22, 2004 (the  "Lease"),  for the entire Seventh (7th) floor in the Building and
consisting  of  Fifty-Two  Thousand,  Nine Hundred and Sixty  (52,960)  rentable
square feet (hereinafter referred to as the "Demised Premises") for a term which
expires on December 31, 2015;

     WHEREAS,  Lessee has never taken occupancy of the Demised  Premises for the
conduct of its  business  and  desires to  surrender  all of its right title and
interest in and to the Lease and Demised  Premises  and has agreed to vacate the
Demised  Premises and tender  possession  thereof to Lessor as of the  Surrender
Date (as  hereinafter  defined) and Lessor has agreed to release Lessee from all
of its  covenants  and  obligations  under the Lease with respect to the Demised
Premises as of the Surrender Date,  subject however to the strict  compliance by
Lessee of the terms hereinafter  specifically set forth and provided that Lessee
pays Lessor an early  termination  fee in the sum of Four Million,  Four Hundred
and  Thirty-One  Thousand,  Forty-Two  and 00/100  ($4,431,042.00)  Dollars (the
"Termination Fee");

     NOW,  THEREFORE,  in consideration of the mutual  agreements of the parties
hereinafter contained,  and other good and valuable  consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties  hereto hereby
agree as follows:

        ARTICLE-1 SURRENDER AND RELEASE OF THE DEMISED PREMISES

     SECTION 1.01.A.  Commencing on the Surrender Date, Lessee hereby surrenders
all of its right title and interest in and to the Lease and the Demised Premises
together with the leasehold estate thereof and agrees that Lessor shall have the
right to possession of the Demised  Premises,  from and after the Surrender Date
and the Lease is hereby  terminated,  null and void and of no further  force and
effect.  Provided that Lessee has paid Lessor the  Termination Fee by bank check
or wire  transfer  on or before the  Surrender  Date and Lessee has  vacated and
surrendered  possession of the Demised  Premises on or before the Surrender Date
and except for those matters with respect to the Demised Premises which pursuant
to the Lease  expressly  survive its  expiration or sooner  termination,  Lessor
hereby releases and discharges Lessee from each and every covenant,  duty, debt,
liability and obligation on Lessee's part to be performed, pursuant to the Lease
with respect to the Demised  Premises,  that may accrue and become  performable,
due or owing from and after the Surrender Date,  except for the those covenants,
duties, debts, liabilities and obligations which pursuant to the Lease expressly
survive the expiration or sooner termination thereof.

     B.  Commencing  on the  Surrender  Date,  and except for those matters with
respect to the Demised  Premises which pursuant to the Lease  expressly  survive
its  expiration or sooner  termination,  Lessee hereby  releases and  discharges
Lessor from each and every  covenant,  duty,  debt,  liability and obligation on
Lessor's part to be performed, pursuant to the Lease with respect to the Demised
Premises from and after the Surrender Date,  including,  but not limited to, and
without  limiting the  generality of the foregoing,  Lessor's  obligation to pay
Lessee the Alteration Fund and Supplemental  Alteration Fund (as those terms are
defined in the Lease).

     SECTION 1.02. As used herein the term "Surrender  Date" shall mean the date
hereof.

                            ARTICLE-2 REPRESENTATIONS

     SECTION 2.01. Lessee, for itself and its legal representatives,  successors
and assigns, covenants and represents to Lessor as follows:

          (a)  Lessee has full right,  authority  and power to surrender  all of
               its right, title and interest in and to the Lease and the Demised
               Premises; and

          (b)  The Lease is in full force and effect, and has not been modified,
               supplemented,  canceled or amended in any respect, and Lessee has
               not assigned, transferred, pledged or otherwise encumbered all or
               any part of its right, title and interest in and to the Lease and
               the Demised Premises,  and the Lease and Demised Premises are now
               and will,  on the  Surrender  Date be free and clear of any liens
               and encumbrances made by Lessee; and

          (c)  Lessee  represents  that  it is  not on the  date  hereof,  be in
               default under any of the terms of the Lease, having performed all
               of the obligations imposed upon it thereunder; and

          (d)  Lessee has no  knowledge  of any default in the  performance  and
               observance of any obligations contained in the Lease, to be kept,
               observed and performed by Lessee,  or any  condition,  which with
               the  giving  of  notice  or  passage  of  time,  or  both,  would
               constitute a default under the Lease.

     SECTION 2.02. Lessor, for itself and its legal representatives,  successors
and assigns, covenants and represents to Lessee as follows:

          (a)  Lessor  has full  right,  authority  and power to enter into this
               Agreement; and

          (b)  The Lease is in full force and effect, and has not been modified,
               supplemented, canceled or amended in any respect; and

          (c)  To  the  best  of   Lessor's   knowledge,   without   independent
               investigation,  Lessee is not on the date hereof in default under
               any of  the  terms  of the  Lease,  having  performed  all of the
               obligations imposed upon it thereunder.

          (d)  Lessor  has  obtained  all  third  party  consents  necessary  in
               connection with entering into this Agreement.

                           ARTICLE 3 - BINDING EFFECT

     SECTION 3.01. This Agreement shall be binding upon and inure to the benefit
of the successors, assigns and heirs of each party.

                           ARTICLE 4 -ATTORNEYS' FEES

     SECTION 4.01.  Should any party to this Agreement bring suit to enforce the
terms of this  Agreement,  the  prevailing  party in any  such  action  shall be
entitled to its reasonable attorneys' fees, including costs of litigation.  Each
party hereto shall bear its own costs and expenses (including legal) incurred in
connection with preparing and negotiating this Agreement.

                            ARTICLE 5 -MISCELLANEOUS

     SECTION 5.01.  This Agreement shall be governed in accordance with the laws
of the State of New York. Any action  concerning any of the matters set forth in
this agreement shall be tried in the State of New York, County of Westchester.

     SECTION  5.02.  This  Agreement   represents  the  entire  agreement,   and
supercedes all prior  agreements,  arrangements and  understandings  between the
parties with respect to the subject  matter  hereof.  Neither this Agreement nor
any provision hereof may be waived, amended,  supplemented or otherwise modified
without the written agreement of both parties.

     SECTION  5.03.   Simultaneously  with  the  execution  hereof,  Lessor  has
delivered  to Lessee The Union Labor Life  Insurance  Company's  consent to this
Agreement.

     IN WITNESS WHEREOF,  this Surrender and Release Agreement has been executed
by the duly authorized representatives of Lessor and Lessee as of the date first
above written.
                        760-24 WESTCHESTER AVENUE, LLC, (Lessor)
                        By: 24 South Third Avenue Corp., its sole member


                        By:  ROBERT P. WEISZ
                             ---------------------------------------------------
                             Name:  Robert P. Weisz
                             Title: President

                        800-60 WESTCHESTER AVENUE, LLC, (Lessor)
                        By: 60-3RD Ave. Corp., its sole member


                        By:  ROBERT P. WEISZ
                             ---------------------------------------------------
                             Name:  Robert P. Weisz
                             Title: President

                        TRIARC COMPANIES, INC.,  (Lessee)


                        By: FRANCIS T. MCCARRON
                            ----------------------------------------------------
                            Name:   Francis T. McCarron
                            Title:  Executive Vice President & Chief
                                    Financial Officer



<PAGE>


STATE OF NEW YORK      )
                       )ss.:
COUNTY OF WESTCHESTER  )

               On this 19th day of September, 2006, before me, the  undersigned,
personally  appeared ROBERT P. WEISZ,  personally known to me or proved to me on
the basis of  satisfactory  evidence to be the  individual(s)  whose  name(s) is
(are)  subscribed  to  the  within   instrument  and  acknowledged  to  me  that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
on behalf of which the individual(s) acted, executed the instrument.



                          JANET A. ENRIGHT
                          ----------------

                           Notary Public


STATE OF NEW YORK      )
                       )ss.:
COUNTY OF NEW YORK     )

               On this 19th day of  September, 2006, before me, the undersigned,
personally appeared Francis T. McCarron , personally known to me or proved to me
on the basis of satisfactory  evidence to be the individual(s)  whose name(s) is
(are)  subscribed  to  the  within   instrument  and  acknowledged  to  me  that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
on behalf of which the individual(s) acted, executed the instrument.


                           DEBORAH Y. WOLF
                           ---------------

                           Notary Public

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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