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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000030697-06-000184.txt : 20061025
<SEC-HEADER>0000030697-06-000184.hdr.sgml : 20061025
<ACCEPTANCE-DATETIME>20061025170001
ACCESSION NUMBER:		0000030697-06-000184
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20061025
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
FILED AS OF DATE:		20061025
DATE AS OF CHANGE:		20061025

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:		061163408

	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>TRIARC 8-K DATED OCTOBER 23, 2006
<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): October 23, 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))


Item 1.01.  Entry into a Material Definitive Agreement.

     As previously  reported,  on April 13, 2006,  Arby's Restaurant Group, Inc.
("ARG"), a subsidiary of Triarc Companies, Inc. (the "Company"), entered into an
employment  agreement with Roland C. Smith (the  "Agreement")  pursuant to which
Mr. Smith serves as President and Chief  Executive  Officer of ARG.  Pursuant to
the Agreement, Mr. Smith is eligible to receive an annual bonus targeted at 100%
of his annual base salary  (currently $1.0 million) upon satisfaction of certain
performance  objectives to be agreed upon by ARG and Mr.  Smith.  On October 23,
2006,  ARG and Mr. Smith agreed upon the 2006 bonus  objectives  for Mr.  Smith,
which are based upon the  achievement  of  specified  goals  related  to:  ARG's
adjusted EBITDA; ARG's organizational  development and reporting infrastructure;
and the vision/mission for the Arby's(R) system.

Item 3.02.        Unregistered Sales of Equity Securities.

     On October 24, 2006,  Triarc  Companies,  Inc.  (the  "Company")  agreed to
repurchase $5,520,000 principal amount of its 5% Convertible Notes due 2023 (the
"Notes"),  and to pay  accrued and unpaid  interest  and a related  premium,  in
exchange for an aggregate of 138,000  shares of Class A Common Stock,  par value
$0.10 per share ("Class A Common  Stock"),  and 301,632 shares of Class B Common
Stock,  par value  $0.10 per share  ("Class  B Common  Stock"),  in a  privately
negotiated transaction (the "Exchange"). Upon the satisfaction of the conditions
set forth in the related indenture, the Notes that were acquired would have been
convertible  into 138,000  shares of Class A Common Stock and 276,000  shares of
Class B Common Stock (assuming the current conversion rate). The Company expects
the  Exchange  to settle on or about  October  27,  2006.  The shares of Class A
Common Stock and Class B Common Stock were issued in reliance upon the exemption
from registration  provided under Section 3(a)(9) of the Securities Act of 1933,
as amended.  The  Company  expects to record a pre-tax  charge of  approximately
$412,000 in connection with this  transaction.  Upon completion of the Exchange,
$2,100,000 of the original $175,000,000  principal amount of the Notes that were
issued by the Company in May 2003 will remain outstanding.



<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:/s/STUART ROSEN
                                     ------------------------
                                     Stuart I. Rosen
                                     Senior Vice President, Associate General
                                        Counsel and Secretary


Dated: October 25, 2006

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