Wendy's Co – ‘8-B12B’ on 6/30/94

As of:  Thursday, 6/30/94   ·   Accession #:  30697-94-15   ·   File #:  1-02207

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Triarc (Merger Co) 8-B                                 8±    36K 

Document Table of Contents

Form 8-B                    

SECURITIES AND EXCHANGE COMMISSION                    

Washington, D.C.  20549                   

Registration of Securities of Certain Successor Issuers                   

Filed Pursuant to Section 12(b) or (g) of                   
The Securities Exchange Act of 1934                   

TRIARC MERGER CORPORATION                   
(to be renamed Triarc Companies, Inc.)                    
(Exact name of registrant as specified in its charter)                    

Delaware                         38-0471180                 
(State or other jurisdiction of         (I.R.S. Employer                        
incorporation or organization)       Identification No.)                    

900 Third Avenue                                                                
New York, New York                                  10022                       
(Address of principal executive offices)         (Zip Code)                     

Securities to be registered pursuant to                   
Section 12(b) of the Act:                   

Title of each class         Name of each exchange on which                      
to be so registered        each class is to be so registered                    

Class A Common Stock,           New York Stock Exchange                         
par value $.10 per share        Pacific Stock Exchange                          

Securities to be registered pursuant to                   
Section 12(g) of the Act:   None                    

INFORMATION REQUIRED IN REGISTRATION STATEMENT                    

Item 1.   General Information.                                                  

(a)  Triarc Merger Corporation, a Delaware corporation                
(the "Delaware Corporation"), was formed on May 6, 1994 as a                    
wholly-owned subsidiary of Triarc Companies, Inc., an Ohio                      
corporation (the "Ohio Corporation").  Upon the consummation                    
of the Merger (as hereinafter defined), the Delaware                            
Corporation will be renamed "Triarc Companies, Inc."                            

Page 1                    

(b)  The Delaware Corporation's fiscal year end is                    
December 31.                                                                    

Item 2.   Transaction of Succession.                                            

(a)  The Ohio Corporation's Class A Common Stock, par                 
value $.10 per share (the "Ohio Class A Common Stock"), is                      
registered pursuant to Section 12(b) of the Securities                          
Exchange Act of 1934.  In the following discussion, the term                    
"Company" means either the Ohio Corporation or the Delaware                     
Corporation or both, as the context may require.                                

(b)  The Delaware Corporation was formed for the                      
purpose of facilitating the reincorporation of the Ohio                         
Corporation by means of a merger (the "Merger") of the Ohio                     
Corporation into the Delaware Corporation.  The Delaware                        
Corporation will be the survivor and will be renamed "Triarc                    
Companies, Inc."  The Merger will not involve any change in                     
the business, properties or management of the Ohio                              
Corporation.  The Company's corporate headquarters will not                     
change as a result of the Merger.  The officers and                             
directors of the Ohio Corporation holding office immediately                    
prior to the Merger being effective will continue to serve                      
as the officers and directors of the Delaware Corporation.                      
The agreement and plan of merger (the "Merger Agreement"),                      
which sets forth the terms and conditions on which the Ohio                     
Corporation will be merged into the Delaware Corporation,                       
provides that the Merger may be abandoned by action of a                        
majority of the respective Boards of Directors of the Ohio                      
Corporation and the Delaware Corporation at any time prior                      
to the effective time of the Merger.                                            

The Merger will become effective upon the filing of                   
Certificates of Merger, as provided by Delaware and Ohio                        
law, which is expected to be accomplished on or after                           
June 30, 1994.  If dissenters' rights are validly exercised                     
in respect of shares representing more than 1% of the                           
outstanding shares, the Boards of Directors of the Ohio                         
Corporation and the Delaware Corporation reserve their                          
respective rights to elect to abandon (but are not required                     
to abandon) the Merger, as provided in the Merger Agreement.                    
At the time the Merger is effective, each share of the Ohio                     
Class A Common Stock then issued (including shares held in                      
the treasury) will be automatically converted into and                          
exchanged for one share of the Delaware Corporation's                           
Class A Common Stock, par value $.10 per share, and each                        
share of the Ohio Corporation's non-voting, cumulative                          
convertible redeemable preferred stock then issued will be                      
automatically converted into and exchanged for one share of                     
the Delaware Corporation's non-voting, cumulative                               
convertible redeemable preferred stock, par value $.10 per                      
share.                                                                          

Page 2                    
Item 3.   Securities to be Registered.                                          

The class of securities to be registered is the                       
Delaware Class A Common Stock.  The Delaware Corporation is                     
currently authorized to issue One Hundred Million                               
(100,000,000) of such shares, and One Thousand (1,000) of                       
such shares are currently issued and outstanding, all One                       
Thousand of which are held by the Ohio Corporation.                             

Item 4.   Description of Registrant's                                           
Securities to be Registered.                                

This information is incorporated herein by reference to               
the description of the Delaware Corporation's capitalization                    
contained in Article IV of its Certificate of Incorporation                     
attached as Exhibit B to the Ohio Corporation's Notice of                       
Annual Meeting of Shareholders and Proxy Statement dated                        
May 11, 1994 (SEC file No. 1-2207).                                             

Item 5.   Financial Statements and Exhibits.                                    

(a)  Financial Statements.                                            

No financial statements are being filed herewith,           
because the capital structure and balance sheet of the                          
Delaware Corporation immediately after the Merger will be                       
substantially the same as those of its predecessor, the Ohio                    
Corporation, immediately prior to the Merger.                                   

(b)  Exhibits.                                                        

Capitalized terms used in the following list of             
exhibits have the respective meanings ascribed to them in                       
the Ohio Corporation's Transition Report on Form 10-K for                       
the transition period from May 1, 1993 to December 31, 1993                     
(SEC file No. 1-2207).                                                          

Exhibit                                                                         
No.                      Description                                            

1.1       Triarc's Notice of Annual Meeting and Proxy                           
Statement dated May 11, 1994 is incorporated in             
its entirety herein by reference (SEC file                  
No. 1-2207).                                                

1.2       Triarc's Transition Report on Form 10-K for the                       
transition period from May 1, 1993 to December 31,          
1993 is incorporated herein by reference (SEC file          
No. 1-2207).                                                

Page 3                    
Exhibit                                                                         
No.                      Description                                            

2.1       Stock Purchase Agreement dated as of October 1,                       
1992 among DWG Acquisition, Victor Posner,                  
Security Management Corp. and Victor Posner Trust           
No. 20, incorporated herein by reference to                 
Exhibit 10 to Amendment No. 4 to Triarc's Current           
Report on Form 8-K dated October 5, 1992 (SEC file          
No. 1-2207).                                                

2.2       Amendment dated as of October 1, 1992 between                         
Triarc and DWG Acquisition, incorporated herein by          
reference to Exhibit 11 to Amendment No. 4 to               
Triarc's Current Report on Form 8-K dated October           
5, 1992 (SEC file No. 1-2207).                              

2.3       Exchange Agreement dated as of October 1, 1992                        
between Triarc and Security Management Corp.,               
incorporated herein by reference to Exhibit 12 to           
Amendment No. 4 to Triarc's Current Report on Form          
8-K dated October 5, 1992 (SEC file No. 1-2207).            

2.4       Agreement and Plan of Merger dated as of November                     
22, 1993 among SEPSCO, SEPSCO Merger Corporation            
and Triarc, incorporated herein by reference to             
Exhibit 2.1 to Amendment No. 1 to Triarc's                  
Registration Statement on Form S-4 dated March 11,          
1994 (SEC file No. 1-2207).                                 

2.5       Agreement and Plan of Merger dated as of May 11,                      
1994 between Triarc and Triarc Merger Corporation,          
incorporated by reference to Exhibit A of Triarc's          
Notice of Annual Meeting of Shareholders and Proxy          
Statement dated May 11, 1994.                               

3.1       Certificate of Incorporation of Triarc Merger                         
Corporation, incorporated herein by reference to            
Exhibit B to Triarc's Notice of Annual Meeting of           
Shareholders and Proxy Statement dated May 11,              
1994 (SEC file No. 1-2207).                                 

3.2       By-Laws of Triarc Merger Corporation, incorporated                    
herein by reference to Exhibit C to Triarc's                
Notice of Annual Meeting of Shareholders and Proxy          
Statement dated May 11, 1994 (SEC file No. 1-               
2207).                                                      

4.1       Southeastern Public Service Company Indenture                         
dated as of February 1, 1983, incorporated herein           
by reference to Exhibit 4(a) to SEPSCO's                    
Registration Statement on Form S-2 dated January            
18, 1983 (SEC file No. 2-81393).                            

Page 4                    
Exhibit                                                                         
No.                      Description                                            

4.2       National Propane Corporation Indenture dated as of                    
March 1, 1984, incorporated herein by reference to          
Exhibit 4(a) to National Propane Corporation's              
Registration Statement on Form S-1 dated March 2,           
1984 (SEC file No. 2-88162).                                

4.3       Note Purchase Agreement dated as of April 23, 1993                    
among RCAC, Triarc, RCRB Funding, Inc. and Merrill          
Lynch, Pierce, Fenner & Smith Incorporated,                 
incorporated herein by reference to Exhibit 4 to            
Triarc's Current Report on Form 8-K dated April             
23, 1993 (SEC file No. 1-2207).                             

4.4       Indenture dated as of April 23, 1993 among RCAC,                      
Royal Crown, Arby's and The Bank of New York,               
incorporated herein by reference to Exhibit 5 to            
Triarc's Current Report on Form 8-K dated April             
23, 1993 (SEC file No. 1-2207).                             

4.5       Revolving Credit, Term Loan and Security Agreement                    
dated April 23, 1993 among Graniteville, C.H.               
Patrick and The CIT Group/Commercial Services,              
Inc., incorporated herein by reference to Exhibit           
6 to Triarc's Current Report on Form 8-K dated              
April 23, 1993 (SEC file No. 1-2207).                       

4.6       Form of Indenture among RCAC, Royal Crown, Arby's                     
and The Bank of New York, as Trustee, relating to           
the 9-3/4% Senior Secured Notes Due 2000,                   
incorporated herein by reference to Exhibit 4.1 to          
RCAC's Registration Statement on Form S-1 dated             
May 13, 1993 (SEC file No. 33-62778).                       

10.1      Employment Agreement dated as of April 24, 1993                       
between Donald L. Pierce and Arby's, incorporated           
herein by reference to Exhibit 7 to Triarc's                
Current Report on Form 8-K dated April 23, 1993             
(SEC file No. 1-2207).                                      

10.2      Employment Agreement dated as of April 24, 1993                       
among John C. Carson, Royal Crown and Triarc,               
incorporated herein by reference to Exhibit 8 to            
Triarc's Current Report on Form 8-K dated April             
23, 1993 (SEC file No. 1-2207).                             

10.3      Employment Agreement dated as of April 24, 1993                       
between Ronald D. Paliughi and National Propane             
Corporation, incorporated herein by reference to            
Exhibit 9 to Triarc's Current Report on Form 8-K            
dated April 23, 1993 (SEC file No. 1-2207).                 

Page 5                    
Exhibit                                                                         
No.                      Description                                            

10.4      Employment Agreement dated as of April 24, 1993                       
between H. Douglas Kingsmore and Graniteville               
Company, incorporated herein by reference to                
Exhibit 10 to Triarc's Current Report on Form 8-K           
dated April 23, 1993 (SEC file No. 1-2207).                 

10.5      Employment Agreement effective as of November 1,                      
1993 between Leon Kalvaria and Triarc,                      
incorporated herein by reference to Exhibit 10.01           
to Triarc's Quarterly Report on Form 10-Q dated             
October 31, 1993 (SEC file No. 1-2207).                     

10.6      Memorandum of Understanding dated September 13,                       
1993 between Triarc and William Ehrman,                     
individually and derivatively on behalf of SEPSCO,          
incorporated herein by reference to Exhibit 10.1            
to Triarc's Current Report on Form 8-K dated                
September 13, 1993 (SEC file No. 1-2207).                   

10.7      Stipulation of Settlement of Ehrman Litigation                        
dated as of October 18, 1993, incorporated herein           
by reference to Exhibit 1 to Triarc's Current               
Report on Form 8-K dated October 15, 1993 (SEC              
file No. 1-2207).                                           

10.8      Triarc's Amended and Restated 1993 Equity                             
Participation Plan, incorporated herein by                  
reference to Exhibit E to Triarc's Notice of                
Annual Meeting of Shareholders and Proxy Statement          
dated May 11, 1994 (SEC file No. 1-2207).                   

10.9      Form of Non-Incentive Stock Option Agreement under                    
Triarc's Amended and Restated 1993 Equity                   
Participation Plan, incorporated herein by                  
reference to Exhibit 12 to Triarc's Current Report          
on Form 8-K dated April 23, 1993 (SEC file No. 1-           
2207).                                                      

10.10     Form of Restricted Stock Agreement under Triarc's                     
Amended and Restated 1993 Equity Participation              
Plan, incorporated herein by reference to Exhibit           
13 to Triarc's Current Report on Form 8-K dated             
April 23, 1993 (SEC file No. 1-2207).                       

10.11     Consulting Agreement dated as of April 23, 1993                       
between Triarc and Steven Posner, incorporated              
herein by reference to Exhibit 10.8 to Triarc's             
Annual Report on Form 10-K for the fiscal year              
ended April 30, 1993 (SEC file No. 1-2207).                 

Page 6                    
Exhibit                                                                         
No.                      Description                                            

10.12     Lease Agreement dated as of April 1,1993 between                      
Victor Posner Trust No. 6 and Triarc, incorporated          
herein by reference to Exhibit 10.9 to Triarc's             
Annual Report on Form 10-K for the fiscal year              
ended April 30, 1993 (SEC file No. 1-2207).                 

10.13     Form of Former Management Services Agreement                          
between Triarc and certain other corporations,              
incorporated herein by reference to Exhibit 10.10           
to Triarc's Annual Report on Form 10-K for the              
fiscal year ended April 30, 1993 (SEC file No. 1-           
2207).                                                      

10.14     Form of New Management Services Agreement dated as                    
of April 23, 1993 between Triarc and certain of             
its subsidiaries, incorporated herein by reference          
to Exhibit 10.11 to Triarc's Annual Report on Form          
10-K or the fiscal year ended April 30, 1993 (SEC           
file No. 1-2207).                                           

10.15     Concentrate Sales Agreement dated April 4, 1991                       
between Royal Crown and Cott, incorporated herein           
by reference to Exhibit 10.7 to RCAC's                      
Registration Statement on Form S-1 dated May 13,            
1993 (SEC file No. 33-62778).                               

10.16     Concentrate Sales Agreement dated as of                               
January 28, 1994 between Royal Crown and Cott,              
incorporated herein by reference to Exhibit 10.12           
to Amendment No. 1 to Triarc's Registration                 
Statement on Form S-4 dated March 11, 1994 (SEC             
file No. 1-2207).                                           

10.17     Supply Agreement dated January 8, 1992 between                        
Royal Crown and NutraSweet Company, incorporated            
herein by reference to Exhibit 10.9 to RCAC's               
Registration Statement on Form S-1 dated May 13,            
1993 (SEC file No. 33-62778).                               

10.18     Form of Indemnification Agreement, incorporated                       
herein by reference to Exhibit F of Triarc's                
Notice of Annual Meeting of Shareholders and Proxy          
Statement dated May 11, 1994 (SEC file                      
No. 1-2207).                                                

21.1      Subsidiaries of the Registrant, incorporated by                       
reference to Exhibit 21.1 of Triarc's Transition            
Report on Form 10-K for the transition period from          
May 1, 1993 to December 31, 1993 (SEC file                  
No. 1-2207).                                                

Page 7                    
SIGNATURE                   

Pursuant to the requirements of Section 12 of the                     
Securities Exchange Act of 1934, the registrant has duly                        
caused this application for registration (or registration                       
statement) to be signed on its behalf by the undersigned,                       
thereunto duly authorized.                                                      

TRIARC MERGER CORPORATION     

    By:_______________________________
Name:  Fred H. Schaefer 
 Title: Vice President and
              Chief Accounting Officer

Page 8                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-B12B’ Filing		Date		Other Filings
Filed on:		6/30/94		10-Q,  8-K/A
		5/11/94
		5/6/94
		3/11/94		S-4/A
		1/28/94
		12/31/93		10-KT,  NT 10-K
		11/22/93
		11/1/93
		10/31/93
		10/18/93
		10/15/93
		9/13/93
		5/13/93
		5/1/93
		4/30/93
		4/24/93
		4/23/93
		10/5/92
		10/1/92
		1/8/92
				List all Filings