-----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,
 HMqViJHEyDFxxmOUnAB1wJLHdJ7W+pD0jYy5BZyC0btzfMFeNzy7cCP+uyCBGGGC
 Y2ea9nFepLT/OHSsdlDC3w==

<SEC-DOCUMENT>0000030697-06-000225.txt : 20061116
<SEC-HEADER>0000030697-06-000225.hdr.sgml : 20061116
<ACCEPTANCE-DATETIME>20061116164955
ACCESSION NUMBER:		0000030697-06-000225
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20061109
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061116
DATE AS OF CHANGE:		20061116

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:		061223719

	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 NOVEMBER 9, 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): November 9, 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 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment  of  Principal  Officers;   Compensatory   Arrangements  of  Certain
Officers.

     On November 10, 2005, the Compensation  Committee of the Board of Directors
of Triarc Companies,  Inc. (the "Company")  unanimously  approved certain equity
arrangements  pursuant  to which the  Company's  management  was  authorized  to
subscribe for Class B Units  representing  equity  interests in Triarc Deerfield
Holdings, LLC ("TDH"), the Company's holding company for Deerfield & Company LLC
("D&C"), and Jurl Holdings, LLC ("Jurl Holdings"), the Company's holding company
for  Jurlique  International  Pty Ltd.  ("Jurlique").  A summary of the material
terms of the equity  arrangements,  and the interests  subscribed for by certain
members of the Company's senior  management team, are described in the Company's
Quarterly  Report on Form 10-Q for the quarter  ended October 2, 2005 (the "Form
10-Q").  Copies of the Amended and Restated Limited Liability Company Agreements
for TDH and Jurl Holdings were filed as Exhibits 10.4 and 10.5 to the Form 10-Q.

     On  November  9,  2006,  the  Compensation   Committee   adopted  technical
corrections to the Amended and Restated Limited  Liability  Company Agreement of
TDH and to the Amended and Restated Limited  Liability Company Agreement of Jurl
Holdings. Each of the amendments (i) eliminates the unintended effect of certain
non-cash accounting charges which would have otherwise reduced any distributable
profits  and (ii)  corrects  the  manner  in which  the  participant's  share of
available  profits is determined to eliminate a duplicative  reduction  based on
adjusted  capital  contributions.  The Company  estimates  that these  technical
corrections may result in up to an additional  approximate  $1.6 million (in the
aggregate) in possible profit  distributions  to the  participants to the extent
profits are in fact otherwise available.

     A copy of the  amendments  to the Amended and  Restated  Limited  Liability
Company  Agreements of TDH and Jurl Holdings are filed as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits

10.1    Amendment  No. 1, dated as of  November  16,  2006,  to the  Amended and
        Restated Limited Liability Company  Agreement,  dated as of November 10,
        2005, of Triarc Deerfield  Holdings,  LLC, a Delaware limited  liability
        company.

10.2    Amendment  No. 1, dated as of  November  16,  2006,  to the  Amended and
        Restated Limited Liability Company  Agreement,  dated as of November 10,
        2005, of Jurl Holdings, LLC, a Delaware limited liability company.



<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 and
                                             Secretary

Dated:   November 16, 2006



<PAGE>



                                  EXHIBIT INDEX

Exhibit                      Description
- -------                      -----------

10.1    Amendment  No. 1, dated as of  November  16,  2006,  to the  Amended and
        Restated Limited Liability Company  Agreement,  dated as of November 10,
        2005, of Triarc Deerfield  Holdings,  LLC, a Delaware limited  liability
        company.

10.2    Amendment  No. 1, dated as of  November  16,  2006,  to the  Amended and
        Restated Limited Liability Company  Agreement,  dated as of November 10,
        2005, of Jurl Holdings, LLC, a Delaware limited liability company.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh101.txt
<DESCRIPTION>EXH. 10.1 AMENDMENT NO. 1 TO A&R LLC AGREEMENT OF TRIARC DEERFIELD HOLDINGS, LLC
<TEXT>

                                                                   EXHIBIT 10.1

                         TRIARC DEERFIELD HOLDINGS, LLC

                             Amendment No. 1 to the
            Amended and Restated Limited Liability Company Agreement


          THIS  AMENDMENT NO. 1 (this  "Amendment")  to the Amended and Restated
Limited  Liability  Company  Agreement,  dated as of November 10, 2005 (the "LLC
Agreement"),  of Triarc Deerfield  Holdings,  LLC, a Delaware limited  liability
company (the "Company") is made as of November 16, 2006. All  capitalized  terms
used but not defined  herein shall have the  meanings  ascribed to such terms in
the LLC Agreement.

                                R E C I T A L S:

          Pursuant to clause  (ii)(z) of the proviso to Section  12.1 of the LLC
Agreement, the Board of Managers wishes to adopt this Amendment to cure a defect
in the LLC Agreement.

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. Amendment to Definition of "Attributable GAAP Net Profits." Section
1.8(a) of the LLC  Agreement  is hereby  amended by deleting the  definition  of
"Attributable GAAP Net Profits" and replacing it in its entirety as follows:

          "Attributable   GAAP   Net   Profits"   means,   as  of  any  date  of
determination, with respect to any Class B Member, the product of (x) the excess
of (i)  cumulative  net profits of the Company earned since the Issuance Date as
determined  in  accordance  with GAAP,  excluding any net profits and net losses
attributable to any Special  Investment,  over (ii) the sum of (A) the aggregate
amount of  distributions  theretofore made by the Company to all Class B Members
pursuant  to Section  3.1(a)(i)  and (B) the excess,  if any,  of the  aggregate
amount of  distributions  theretofore made by the Company to all Class B Members
pursuant  to  Section  11.2(b)(iv)(x),  over the  aggregate  amount  of  Capital
Contributions  theretofore  made by all Class B  Members,  and (y) such  Class B
Member's Class B Percentage. For the avoidance of any doubt, (i) in the event of
a sale or other  disposition of all or a portion of the Company's  assets or any
similar transaction, subclause (x) shall, to the extent otherwise required under
this Agreement,  include the net profits and losses of the Company  attributable
to such sale or  disposition  computed  from the Deerfield  Acquisition  Date as
determined  in  accordance  with  GAAP,  excluding  any net  profits  and losses
attributable  to any Special  Investment;  and (ii) subclause (x) shall,  to the
extent  otherwise  required  under this  Agreement,  include the net profits and
losses of the Company as determined in accordance with GAAP  attributable to any
hypothetical or deemed liquidation of the Company or sale, or adjustment to fair
market value, of Company assets, as if such events actually occurred  (including
pursuant to Sections 4.1(a), 4.3(h), 9.3, 9.4 and 11.2(d)).

          2. Amendment to Definition of "Class A Attributable GAAP Net Profits."
Section 1.8(a) of the LLC Agreement is hereby amended by deleting the definition
of "Class A  Attributable  GAAP Net Profits" and replacing it in its entirety as
follows:

          "Class A Attributable  GAAP Net Profits"  means,  with respect to each
Class A Member, an amount equal to the product of (A) the excess, if any, of (x)
the  cumulative  net profits of the Company  earned since the  Issuance  Date as
determined  in  accordance  with GAAP,  excluding any net profits and net losses
attributable to any Special Investment,  over (y) the sum of (i) an amount equal
to cumulative Class B Attributable  GAAP Net Profits with respect to all Class A
Members,  (ii) the aggregate  amount of  distributions  theretofore  made by the
Company  to all Class B Members  pursuant  to  Section  3.1(a)(i)  and (iii) the
excess, if any, of the aggregate amount of distributions theretofore made by the
Company  to all Class B Members  pursuant  to Section  11.2(b)(iv)(x),  over the
aggregate  amount of the Capital  Contributions  theretofore made by all Class B
Members;  and (B) a fraction,  the  numerator  of which is such Class A Member's
Adjusted  Capital  Contributions  and the  denominator of which is the aggregate
Adjusted Capital  Contributions of the Class A Members. For the avoidance of any
doubt,  (i) in the event of a sale or other  disposition  of all or a portion of
the Company's assets or any similar transaction, subclause (x) shall include the
net profits and losses of the Company  attributable  to such sale or disposition
computed from the Deerfield  Acquisition  Date as determined in accordance  with
GAAP,  excluding  any  net  profits  and  losses  attributable  to  any  Special
Investment; and (ii) subclause (x) shall, to the extent otherwise required under
this Agreement,  include the net profits and losses of the Company as determined
in accordance  with GAAP  attributable  to any  hypothetical  liquidation of the
Company or sale, or adjustment to fair market value,  of Company  assets,  as if
such events actually occurred  (including  pursuant to Sections 4.1(a),  4.3(h),
9.3, 9.4 and 11.2(d)).

          3. Clarification Regarding Amortization Charges. Section 1.8(a) of the
LLC  Agreement  is hereby  amended  by  deleting  the  definition  of "GAAP" and
replacing it in its entirety as follows:

          "GAAP" means generally  accepted  accounting  principles of the United
States of America,  except that, for all purposes of this Agreement,  GAAP shall
be determined without regard to any amortization or write-off charges related to
the issuance of the Class B Units (i.e.,  any such charges that would  otherwise
be deducted in accordance with GAAP, shall not be so deducted).

          4.  Ratification of the LLC Agreement.  Except as otherwise  expressly
provided  herein,  all of the  terms and  conditions  of the LLC  Agreement  are
ratified and shall remain unchanged and continue in full force and effect.

          5.  Applicable Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware,  without giving effect to
the conflict of laws principles thereof.

                  [remainder of page left intentionally blank]


<PAGE>


          IN WITNESS  WHEREOF,  this  Amendment has been executed as of the date
first above written.

                                      BOARD OF MANAGERS:



                                      /s/PETER W. MAY
                                      ------------------------------------
                                      Peter W. May


                                      /s/FRANCIS T. MCCARRON
                                      -------------------------------------
                                      Francis T. McCarron


                                      /s/BRIAN L. SCHORR
                                      -------------------------------------
                                      Brian L. Schorr



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh102.txt
<DESCRIPTION>EXH. 10.2 AMENDMENT NO. 1 TO A&R LLC AGREEMENT OF JURL HOLDINGS, LLC
<TEXT>

                                                                   EXHIBIT 10.2

                               JURL HOLDINGS, LLC

                             Amendment No. 1 to the
            Amended and Restated Limited Liability Company Agreement


          THIS  AMENDMENT NO. 1 (this  "Amendment")  to the Amended and Restated
Limited  Liability  Company  Agreement,  dated as of November 10, 2005 (the "LLC
Agreement"),  of Jurl Holdings,  LLC, a Delaware limited  liability company (the
"Company") is made as of November 16, 2006. All  capitalized  terms used but not
defined  herein  shall  have  the  meanings  ascribed  to such  terms in the LLC
Agreement.

                                R E C I T A L S:

          Pursuant to clause  (ii)(z) of the proviso to Section  12.1 of the LLC
Agreement, the Board of Managers wishes to adopt this Amendment to cure a defect
in the LLC Agreement.

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. Amendment to Definition of "Attributable GAAP Net Profits." Section
1.8(a) of the LLC  Agreement  is hereby  amended by deleting the  definition  of
"Attributable GAAP Net Profits" and replacing it in its entirety as follows:

          "Attributable   GAAP   Net   Profits"   means,   as  of  any  date  of
determination, with respect to any Class B Member, the product of (x) the excess
of (i)  cumulative  net profits of the Company earned since the Issuance Date as
determined  in  accordance  with  GAAP,  over (ii) the sum of (A) the  aggregate
amount of  distributions  theretofore made by the Company to all Class B Members
pursuant  to Section  3.1(a)(i)  and (B) the excess,  if any,  of the  aggregate
amount of  distributions  theretofore made by the Company to all Class B Members
pursuant  to  Section  11.2(b)(iv)(x),  over the  aggregate  amount  of  Capital
Contributions  theretofore  made by all Class B  Members,  and (y) such  Class B
Member's Class B Percentage. For the avoidance of any doubt, (i) in the event of
a sale or other  disposition of all or a portion of the Company's  assets or any
similar transaction, subclause (x) shall, to the extent otherwise required under
this Agreement,  include the net profits and losses of the Company  attributable
to such sale or  disposition  computed  from the  Jurlique  Acquisition  Date as
determined in accordance  with GAAP; and (ii) subclause (x) shall, to the extent
otherwise  required under this Agreement,  include the net profits and losses of
the  Company  as  determined  in  accordance  with  GAAP   attributable  to  any
hypothetical or deemed liquidation of the Company or sale, or adjustment to fair
market value, of Company assets, as if such events actually occurred  (including
pursuant to Sections 4.1(a), 4.3(h), 9.3, 9.4 and 11.2(d)).

          2. Amendment to Definition of "Class A Attributable GAAP Net Profits."
Section 1.8(a) of the LLC Agreement is hereby amended by deleting the definition
of "Class A  Attributable  GAAP Net Profits" and replacing it in its entirety as
follows:

          "Class A Attributable  GAAP Net Profits"  means,  with respect to each
Class A Member, an amount equal to the product of (A) the excess, if any, of (x)
the  cumulative  net profits of the Company  earned since the  Issuance  Date as
determined in accordance  with GAAP,  over (y) the sum of (i) an amount equal to
cumulative  Class B  Attributable  GAAP Net Profits  with respect to all Class A
Members,  (ii) the aggregate  amount of  distributions  theretofore  made by the
Company  to all Class B Members  pursuant  to  Section  3.1(a)(i)  and (iii) the
excess, if any, of the aggregate amount of distributions theretofore made by the
Company  to all Class B Members  pursuant  to Section  11.2(b)(iv)(x),  over the
aggregate  amount of the Capital  Contributions  theretofore made by all Class B
Members;  and (B) a fraction,  the  numerator  of which is such Class A Member's
Adjusted  Capital  Contributions  and the  denominator of which is the aggregate
Adjusted Capital  Contributions of the Class A Members. For the avoidance of any
doubt,  (i) in the event of a sale or other  disposition  of all or a portion of
the Company's assets or any similar transaction, subclause (x) shall include the
net profits and losses of the Company  attributable  to such sale or disposition
computed from the Jurlique  Acquisition  Date as  determined in accordance  with
GAAP; and (ii) subclause (x) shall, to the extent otherwise  required under this
Agreement,  include the net profits and losses of the Company as  determined  in
accordance with GAAP attributable to any hypothetical liquidation of the Company
or sale,  or  adjustment to fair market  value,  of Company  assets,  as if such
events actually occurred  (including  pursuant to Sections 4.1(a),  4.3(h), 9.3,
9.4 and 11.2(d)).

          3. Clarification Regarding Amortization Charges. Section 1.8(a) of the
LLC  Agreement  is hereby  amended  by  deleting  the  definition  of "GAAP" and
replacing it in its entirety as follows:

          "GAAP" means generally  accepted  accounting  principles of the United
States of America,  except that, for all purposes of this Agreement,  GAAP shall
be determined without regard to any amortization or write-off charges related to
the issuance of the Class B Units (i.e.,  any such charges that would  otherwise
be deducted in accordance with GAAP, shall not be so deducted).

          4.  Ratification of the LLC Agreement.  Except as otherwise  expressly
provided  herein,  all of the  terms and  conditions  of the LLC  Agreement  are
ratified and shall remain unchanged and continue in full force and effect.

          5.  Applicable Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware,  without giving effect to
the conflict of laws principles thereof.

                  [remainder of page left intentionally blank]



<PAGE>


          IN WITNESS  WHEREOF,  this  Amendment has been executed as of the date
first above written.


                                  BOARD OF MANAGERS:




                                  /s/PETER W. MAY
                                  ------------------------------------
                                  Peter W. May


                                  /s/FRANCIS T. MCCARRON
                                  ------------------------------------
                                  Francis T. McCarron


                                  /s/BRIAN L. SCHORR
                                  ------------------------------------
                                  Brian L. Schorr






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
