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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000030697-07-000158.txt : 20070606
<SEC-HEADER>0000030697-07-000158.hdr.sgml : 20070606
<ACCEPTANCE-DATETIME>20070606172721
ACCESSION NUMBER:		0000030697-07-000158
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20070605
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070606
DATE AS OF CHANGE:		20070606

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:		07904872

	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 JUNE 5, 2007
<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): June 5, 2007

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


DELAWARE                      1-2207                        38-047118
- -----------------             --------------                --------------
(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 1.01.        Entry into a Material Definitive Agreement.

     On June 5, 2007, the stockholders of Triarc  Companies,  Inc.  ("Triarc" or
the  "Company")  approved an amendment  (the "2002 Plan  Amendment") to Triarc's
Amended and Restated 2002 Equity  Participation Plan (the "2002 Plan"). The 2002
Plan  Amendment  adds  additional  performance  criteria that may be selected in
establishing  appropriate  performance goals for awards made under the 2002 Plan
that are intended to satisfy the  requirements of Section 162(m) of the Internal
Revenue Code of 1986, as amended.

     On June 5, 2007, the stockholders of Triarc also approved an amendment (the
"1999 Plan  Amendment") to Triarc's 1999 Executive Bonus Plan (the "1999 Plan").
The 1999 Plan  Amendment  adds an additional  performance  criterion that may be
selected in establishing  appropriate  performance  goals for "Performance  Goal
Bonus Awards" (as defined in the 1999 Plan) made under the 1999 Plan.

     Copies of the 2002 Plan  Amendment and 1999 Plan  Amendment are being filed
as Exhibits 10.1 and 10.2,  respectively,  to this Current Report on Form 8-K. A
copy of the press release  announcing  the foregoing is filed as Exhibit 99.1 to
this Current Report on Form 8-K.


Item 8.01.       Other Events

Extension of Higher Dividend Rate on Shares of Class B Common Stock, Series 1

     On June 5, 2007, Triarc issued a press release announcing that its Board of
Directors has determined that until December 30, 2007, the Company will continue
to pay regular  quarterly cash dividends on the Company's  Class B Common Stock,
Series 1, that are at least 110% of any regular  quarterly  cash  dividends that
are paid on the Company's  Class A Common Stock,  if any regular  quarterly cash
dividends are paid on the Class A Common Stock.

     The 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. After
December 30, 2007, each share of Class B Common Stock,  Series 1, is entitled to
at least 100% of any regular quarterly cash dividend paid on each share of Class
A Common Stock.  There can be no assurance that any additional regular quarterly
cash  dividends  will be  declared  or paid,  or of the amount or timing of such
dividends,  if any. Future dividend payments,  if any, are subject to applicable
law, will be made at the  discretion of Triarc's  Board of Directors and will be
based  on  such  factors  as  Triarc's  earnings,   financial  condition,   cash
requirements and other factors.

Stock Repurchase Program

     On June 5, 2007,  Triarc  also  announced  that it has adopted a new common
stock  repurchase  program that will allow Triarc to purchase up to an aggregate
of $50 million of Triarc's  Class A Common Stock  and/or  Class B Common  Stock,
Series  1. The new  repurchase  program  will  replace  Triarc's  current  stock
repurchase  program when it expires on June 30, 2007.  The new stock  repurchase
program will remain in effect until December 28, 2008 and will allow the Company
to  continue  repurchasing  Class A  and/or  Class B shares  when and if  market
conditions warrant and to the extent legally permissible.

     A copy of the press  release  announcing  the foregoing is filed as Exhibit
99.2 to this Current Report on Form 8-K.

Item 9.01.        Financial Statements and Exhibits.

     (d)   Exhibits

     10.1  Amendment No. 2 to Triarc  Companies,  Inc. Amended and Restated 2002
           Equity Participation Plan.

     10.2  Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan.

     99.1  Press release of Triarc Companies, Inc. dated June 5, 2007.

     99.2  Press release of Triarc Companies, Inc. dated June 5, 2007.


<PAGE>

                                   SIGNATURES

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


                                       TRIARC COMPANIES, INC.



                                       By: /s/STUART ROSEN
                                          -----------------------
                                           Stuart I. Rosen
                                           Senior Vice President
                                           and Secretary


Dated:  June 6, 2007


<PAGE>


                                  EXHIBIT INDEX

Exhibit
No.                   Description
- -------               -----------

10.1   Amendment  No. 2 to Triarc  Companies,  Inc.  Amended and  Restated  2002
       Equity Participation Plan.

10.2   Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan.

99.1   Press release of Triarc Companies, Inc. dated June 5, 2007.

99.2   Press release of Triarc Companies, Inc. dated June 5, 2007.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh101.txt
<DESCRIPTION>AMENDMENT NO. 2 A&R 2002 EQUITY PARTICIPATION PLAN
<TEXT>


                                                                  EXHIBIT 10.1


                    AMENDMENT NO. 2 TO TRIARC COMPANIES, INC.
               AMENDED AND RESTATED 2002 EQUITY PARTICIPATION PLAN

     The Triarc Companies,  Inc. Amended and Restated 2002 Equity  Participation
Plan, as amended (as so amended, the "Plan") is hereby amended as follows, to be
effective as of March 26, 2007,  subject to approval of this  Amendment No. 2 by
the  holders of a  majority  of the votes  cast on a  proposal  to approve  this
Amendment No. 2 at the next Annual Meeting of Stockholders of Triarc  Companies,
Inc.,  currently  scheduled to be held on June 6, 2007,  provided that the total
votes cast on the  proposal  represent  over 50% in interest  of all  securities
entitled to vote on the proposal:

     1. Items 9 and 10 following  the first  paragraph of Section 27 of the Plan
are  replaced  in their  entirety  and new  Items 11 and 12 are added to read as
follows:

               9.  stock price;

               10. net investment income;

               11. consolidated   net   income,   plus   (without
                   duplication and only to the extent such amount
                   was deducted in calculating such  consolidated
                   net income)  interest  expense,  income taxes,
                   depreciation expense and amortization expense;
                   or

               12. aggregate  consolidated  net  income  for  the
                   applicable    fiscal   year    determined   in
                   accordance   with  United   States   generally
                   accepted  accounting  principles  as in effect
                   from time to time ("GAAP"), applied on a basis
                   consistent  with past  practice,  modified  as
                   follows (as so modified, "Modified EBITDA"):

                   plus(without   duplication  and  only  to  the
                   extent such amount was deducted in calculating
                   such  consolidated  net income) the  following
                   items on a  consolidated  basis:  (a) interest
                   expense;  (b) income taxes;  (c)  depreciation
                   expense; and (d) amortization expense;

                   minus  (without  duplication  and  only to the
                   extent such amount was included in calculating
                   such  consolidated  net income) the  following
                   items on a  consolidated  basis:  (e) interest
                   income;  and (f) other  income not included in
                   operating profit under GAAP;

                   and further adjusted to exclude the impact of:
                   (i)   Annual   Operating   Plan  net   expense
                   variances attributable to the financing of new
                   units  (opened  during the  applicable  fiscal
                   year)  through   capital   leases  instead  of
                   operating leases as contemplated by the Annual
                   Operating   Plan,   provided   that   (A)   no
                   adjustment under this clause (i) shall be made
                   in  respect of such new units in excess of the
                   total number of new units  contemplated by the
                   Annual Operating Plan, (B) no adjustment under
                   this  clause  (i) shall be made in  respect of
                   (1) new units financed through capital leases,
                   other  than  such new  units in  excess of the
                   total number of new units  contemplated by the
                   Annual  Operating Plan to be financed  through
                   capital  leases  or  (2)  new  units  financed
                   through operating leases,  other than such new
                   units in  excess  of the  total  number of new
                   units  contemplated  by the  Annual  Operating
                   Plan to be financed through  operating leases;
                   (ii)  acquisitions  and  dispositions,  by (A)
                   disregarding  for any  portion  of the  fiscal
                   year in which any assets are acquired (and any
                   later  fiscal  years)  any  portion  of actual
                   Modified  EBITDA   attributable  to  any  such
                   acquired   assets   and   (B)   reducing   the
                   applicable  Performance  Goal  and  Cumulative
                   Performance  Goal for the fiscal year in which
                   any assets are disposed  (and any later fiscal
                   years) by the  projected  amount  of  Modified
                   EBITDA   attributable  to  any  such  disposed
                   assets for the  portion of the fiscal  year of
                   disposition  (and any later fiscal years) that
                   was  reflected  in such  Performance  Goal and
                   Cumulative  Performance  Goal; (iii) all items
                   of  gain,  loss or  expense  determined  to be
                   extraordinary   or   unusual   in   nature  or
                   infrequent  in  occurrence,  as  determined in
                   accordance   with  standards   established  by
                   Opinion  No. 30 of the  Accounting  Principles
                   Board,   and   any   amendment,   restatement,
                   modification, supplement or successor thereto;
                   and  (iv)  all  items of  expense  related  to
                   equity  based   compensation   determined   in
                   accordance  with the standards  established by
                   Statement  of Financial  Accounting  Standards
                   No.123(R), and any amendment,  modification or
                   successor thereto.

     2. Except for the foregoing  amendments set forth in paragraph 1 above, all
of the terms and conditions of the Plan shall remain in full force and effect.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exh102.txt
<DESCRIPTION>AMENDMENT TO 1999 EXECUTIVE BONUS PLAN
<TEXT>



                                                                  EXHIBIT 10.2


                                AMENDMENT TO THE
                TRIARC COMPANIES, INC. 1999 EXECUTIVE BONUS PLAN

     The Triarc  Companies,  Inc. 1999 Executive  Bonus Plan is hereby  amended,
effective as of March 26, 2007, as follows:

     1. Sections  4(b)(i)10 and 4(b)(i)(11) are replaced in their entirety and a
new Section 4(b)(i)12 is added to read as follows:

               10. net investment income;

               11. consolidated   net   income,   plus   (without
                   duplication and only to the extent such amount
                   was deducted in calculating such  consolidated
                   net income)  interest  expense,  income taxes,
                   depreciation expense and amortization expense;
                   and

               12. aggregate  consolidated  net  income  for  the
                   applicable    fiscal   year    determined   in
                   accordance   with  United   States   generally
                   accepted  accounting  principles  as in effect
                   from time to time ("GAAP"), applied on a basis
                   consistent  with past  practice,  modified  as
                   follows (as so modified, "Modified EBITDA"):

                   plus(without   duplication  and  only  to  the
                   extent such amount was deducted in calculating
                   such  consolidated  net income) the  following
                   items on a  consolidated  basis:  (a) interest
                   expense;  (b) income taxes;  (c)  depreciation
                   expense; and (d) amortization expense;

                   minus  (without  duplication  and  only to the
                   extent such amount was included in calculating
                   such  consolidated  net income) the  following
                   items on a  consolidated  basis:  (e) interest
                   income;  and (f) other  income not included in
                   operating profit under GAAP;

                   and further adjusted to exclude the impact of:
                   (i)   Annual   Operating   Plan  net   expense
                   variances attributable to the financing of new
                   units  (opened  during the  applicable  fiscal
                   year)  through   capital   leases  instead  of
                   operating leases as contemplated by the Annual
                   Operating   Plan,   provided   that   (A)   no
                   adjustment under this clause (i) shall be made
                   in  respect of such new units in excess of the
                   total number of new units  contemplated by the
                   Annual Operating Plan, (B) no adjustment under
                   this  clause  (i) shall be made in  respect of
                   (1) new units financed through capital leases,
                   other  than  such new  units in  excess of the
                   total number of new units  contemplated by the
                   Annual  Operating Plan to be financed  through
                   capital  leases  or  (2)  new  units  financed
                   through operating leases,  other than such new
                   units in  excess  of the  total  number of new
                   units  contemplated  by the  Annual  Operating
                   Plan to be financed through  operating leases;
                   (ii)  acquisitions  and  dispositions,  by (A)
                   disregarding  for any  portion  of the  fiscal
                   year in which any assets are acquired (and any
                   later  fiscal  years)  any  portion  of actual
                   Modified  EBITDA   attributable  to  any  such
                   acquired   assets   and   (B)   reducing   the
                   applicable  Performance  Goal  and  Cumulative
                   Performance  Goal for the fiscal year in which
                   any assets are disposed  (and any later fiscal
                   years) by the  projected  amount  of  Modified
                   EBITDA   attributable  to  any  such  disposed
                   assets for the  portion of the fiscal  year of
                   disposition  (and any later fiscal years) that
                   was  reflected  in such  Performance  Goal and
                   Cumulative  Performance  Goal; (iii) all items
                   of  gain,  loss or  expense  determined  to be
                   extraordinary   or   unusual   in   nature  or
                   infrequent  in  occurrence,  as  determined in
                   accordance   with  standards   established  by
                   Opinion  No. 30 of the  Accounting  Principles
                   Board,   and   any   amendment,   restatement,
                   modification, supplement or successor thereto;
                   and  (iv)  all  items of  expense  related  to
                   equity  based   compensation   determined   in
                   accordance  with the standards  established by
                   Statement  of Financial  Accounting  Standards
                   No.123(R), and any amendment,  modification or
                   successor thereto.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>exh991.txt
<DESCRIPTION>PRESS RELEASE DATED JUNE 5, 2007
<TEXT>



                                                                   Exhibit 99.1




                                                          For Immediate Release


CONTACT:  Anne A. Tarbell
          (212) 451-3030
          www.triarc.com

                        TRIARC HOLDS 2007 ANNUAL MEETING

New York, NY, June 5, 2007 - Triarc Companies, Inc. (NYSE: TRY; TRY.B) announced
today that at the Company's annual meeting, stockholders elected Triarc's twelve
(12) directors, approved an amendment to the Company's Amended and Restated 2002
Equity  Participation  Plan and re-approved the performance  based provisions of
that plan,  approved an amendment to the Company's 1999 Executive Bonus Plan and
ratified the  appointment of Deloitte & Touche LLP as the Company's  independent
registered public accountants.

     The  following  twelve  directors  were  elected:  Nelson  Peltz,  Triarc's
chairman and chief executive officer; Peter W. May, Triarc's president and chief
operating officer;  Hugh L. Carey,  former governor of the State of New York and
member of Congress,  and currently a partner of Harris Beach LLP;  Clive Chajet,
chairman  of  Chajet  Consultancy,  L.L.C.;  Edward  P.  Garden,  Triarc's  vice
chairman;  Joseph A. Levato, former executive vice president and chief financial
officer of Triarc;  David E. Schwab II, a senior  counsel of Cowan,  Liebowitz &
Latman,  P.C.;  Roland C. Smith,  Chief Executive  Officer of Arby's  Restaurant
Group, Inc., Raymond S. Troubh, a financial consultant and a director of various
public companies;  Gerald Tsai, Jr., a private  investor;  Russell V. Umphenour,
Jr., former chief  executive  officer of the RTM Restaurant  Group;  and Jack G.
Wasserman, attorney-at-law.

     Triarc  is  a  holding  company  and,  through  its  subsidiaries,  is  the
franchisor of the Arby's restaurant system and the owner of approximately 94% of
the  voting  interests,  64% of the  capital  interests  and at least 52% of the
profits  interests in Deerfield & Company LLC  (Deerfield),  an asset management
firm.  The  Arby's  restaurant  system  is  comprised  of  approximately   3,600
restaurants, of which, as of April 1, 2007, 1,061 were owned and operated by our
subsidiaries.  Deerfield,  through its wholly-owned subsidiary Deerfield Capital
Management  LLC, is a  Chicago-based  asset manager  offering a diverse range of
fixed income and  credit-related  strategies  to  institutional  investors  with
approximately $14.2 billion under management as of May 1, 2007.

                                      # # #


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>exh992.txt
<DESCRIPTION>PRESS RELEASE DATED JUNE 5, 2007
<TEXT>


                                                                   EXHIBIT 99.2



                                                          For Immediate Release

CONTACT: Anne A. Tarbell
         (212) 451-3030
         www.triarc.com



           TRIARC ADOPTS NEW $50 MILLION STOCK REPURCHASE PROGRAM AND
           CONTINUES TO PAY HIGHER DIVIDEND ON CLASS B COMMON STOCK,
                                    SERIES 1


New  York,  NY,  June 5, 2007 --  Triarc  Companies,  Inc.  (NYSE:  TRY,  TRY.B)
announced  today that it has adopted a new $50 million  Class A Common Stock and
Class B Common Stock,  Series 1, repurchase  program that will replace  Triarc's
current stock repurchase program when it expires on June 30, 2007. The new stock
repurchase  program will remain in effect until December 28, 2008 and will allow
the  Company to  continue  repurchasing  Class A and Class B shares  when and if
market conditions warrant and to the extent legally permissible.

     Since 1998, Triarc has repurchased approximately $340 million of its stock,
including  approximately 10 million Class A Common Shares for approximately $214
million and all of the then  outstanding  approximately 6 million Class B Common
Shares  for  approximately  $127  million.  As of April  30,  2007,  Triarc  had
28,859,184  shares  of Class A Common  Stock  and  63,746,932  shares of Class B
Common Stock, Series 1, outstanding.

     The Board of Directors  also  determined  that until December 30, 2007, the
Company will  continue to pay regular  quarterly  cash  dividends on the Class B
Common  Stock,  Series 1, that are at least 110% of any regular  quarterly  cash
dividends  that are paid on the Class A Common Stock,  if any regular  quarterly
cash dividends are paid on the Class A Common Stock.

     The 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. After
December 30, 2007, each share of Class B Common Stock,  Series 1, is entitled to
at least 100% of any regular quarterly cash dividend paid on each share of Class
A Common Stock.

     The  Certificate  of  Designation  for the Class B Common Stock,  Series 1,
provides  that the  Class B  Common  Stock,  Series  1,  was  entitled,  through
September 4, 2006, to receive regular quarterly cash dividends that are at least
110% of any  regular  quarterly  cash  dividends  that  were paid on the Class A
Common Stock.  However,  the Board previously  extended that date until June 30,
2007.

     Triarc  is  a  holding  company  and,  through  its  subsidiaries,  is  the
franchisor of the Arby's restaurant system and the owner of approximately 94% of
the  voting  interests,  64% of the  capital  interests  and at least 52% of the
profits  interests in Deerfield & Company LLC  (Deerfield),  an asset management
firm.  The  Arby's  restaurant  system  is  comprised  of  approximately   3,600
restaurants, of which, as of April 1, 2007, 1,061 were owned and operated by our
subsidiaries.  Deerfield,  through its wholly-owned subsidiary Deerfield Capital
Management  LLC, is a  Chicago-based  asset manager  offering a diverse range of
fixed income and  credit-related  strategies  to  institutional  investors  with
approximately $14.2 billion under management as of May 1, 2007.

                                      # # #

                                 Notes to Follow

<PAGE>


                                      Notes

1.     There can be no assurance that any share  repurchases will be made in the
       future or that any such repurchases will result in additional shareholder
       value.

2.     There can be no assurance  that any  additional  regular  quarterly  cash
       dividends  will be  declared  or paid  after the date  hereof,  or of the
       amount or timing of such dividends, if any. Any future dividend payments,
       if any, are subject to applicable  law, will be made at the discretion of
       the  Board  and will be  based  on such  factors  as  Triarc's  earnings,
       financial condition, cash requirements and other factors.


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