Wendy's Co — Annual Report 2007

Mar 14, 2008

10-K/A 1 form10ka_031408.htm form10ka_031408.htm Licensed to: Arby's Restaurant Group, Inc. Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(MARK ONE)

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 30, 2007

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___ TO ______.

COMMISSION FILE NUMBER 1-2207

---

TRIARC COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)

---

Delaware	38-0471180
(State
or other jurisdiction of incorporation or organization)	(I.R.S.
Employer Identification No.)
1155
Perimeter Center West, Atlanta, Georgia	30338
(Address
of principal executive offices)	(Zip
Code)

Registrant's Telephone Number, Including Area Code: (678) 514-4100

---

Securities Registered Pursuant to Section 12(b) of the Act:

| Title
of Each Class | Name
of Each Exchange on Which Registered |
| --- | --- |
| Class
A Common Stock, $.10 par value | New
York Stock Exchange |
| Class
B Common Stock, Series 1, $.10 par value | New
York Stock Exchange |

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ý Yes □No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. □Yes ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes □No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer □ Non-accelerated filer □ Smaller reporting company □

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). □Yes ý No

The aggregate market value of the registrant’s common equity held by non-affiliates of the registrant as of June 29, 2007 was approximately $1,009,949,681. As of February 15, 2008 , t here were 28,884,858 shares of the registrant's Class A Common Stock and 63,885,043 shares of the registrant’s Class B Common Stock, Series 1, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after December 30, 2007.

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K of Triarc Companies, Inc. (“Triarc” or the “Company”) for the fiscal year ended December 30, 2007 (our “2007 Annual Report”), is being filed pursuant to Rule 3-09 of the Securities and Exchange Commission’s Regulation S-X to amend Part IV, Item 15, Exhibits and Financial Statement Schedules , to include the audited financial statements of Deerfield Capital Corp. (formerly Deerfield Triarc Capital Corp.) (“DFR”). This is necessary because the Company’s investments in DFR during 2007 met certain “significance” tests under Rule 3-09.

This Amendment No. 1 does not otherwise update any information or exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the 2007 Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings with the Securities and Exchange Commission subsequent to the filing of the 2007 Annual Report, in particular the disclosures about DFR and our investments therein set forth in our Current Report on Form 8-K filed on March 12, 2008.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) 1. Financial Statements:

See Index to Financial Statements (Item 8).

1. Financial Statement Schedules:

Report of Independent Registered Public Accounting Firm

Schedule I -- Condensed Balance Sheets (Parent Company Only) – as of December 31, 2006 and December 30, 2007; Condensed Statements of Operations (Parent Company Only) – for the fiscal years ended January 1, 2006, December 31, 2006 and December 30, 2007; Condensed Statements of Cash Flows (Parent Company Only) – for the fiscal years ended January 1, 2006, December 31, 2006 and December 30, 2007.

All other schedules have been omitted since they are either not applicable or the information is contained elsewhere in “Item 8. Financial Statements and Supplementary Data.”

1. Exhibits:

Copies of the following exhibits are available at a charge of $.25 per page upon written request to the Secretary of Triarc at 1155 Perimeter Center West, Atlanta, Georgia 30338.

EXHIBIT NO.	DESCRIPTION
2.1	Agreement
and Plan of Merger, dated as of December 17, 2007, by and among Deerfield
Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC
and, solely for the purposes set forth therein, Triarc Companies, Inc. (in
such capacity, the Sellers’ Representative, incorporated herein by
reference to Exhibit 2.1 to Triarc's Current Report on Form 8-K dated
December 21, 2007 (SEC file No. 1-2207).
2.2	Agreement
and Plan of Merger, dated as of May 27, 2005, by and among Triarc
Companies, Inc., Arby’s Acquisition Co., Arby’s Restaurant, LLC, RTM
Restaurant Group, Inc. and Russell V. Umphenour, Jr., Dennis E. Cooper and
J. Russell Welch, incorporated herein by reference to Exhibit 2.1 to
Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no.
1-2207).
2.3	Membership
Interest Purchase Agreement, dated as of May 27, 2005, by and among Triarc
Companies, Inc., Arby’s Restaurant Group, Inc., each of the members of RTM
Acquisition Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E.
Cooper and J. Russell Welch, incorporated herein by reference to Exhibit
2.3 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file
no. 1-2207).
2.4	Asset
Purchase Agreement, dated as of May 27, 2005, by and among Triarc
Companies, Inc., Arby’s Restaurant Group, Inc., RTMMC Acquisition, LLC,
RTM Management Company, L.L.C., each of the members of RTM Management
Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch, incorporated herein by reference to Exhibit 2.5 to Triarc’s
Current Report on Form 8-K dated July 25, 2005 (SEC file no.
1-2207).
2.5	Side
Letter Agreement to the RTMRG Merger Agreement, dated as of July 25, 2005,
by and among Triarc Companies, Inc., Arby’s Acquisition Co., Arby’s
Restaurant, LLC, RTM Restaurant Group, Inc. and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to
Exhibit 2.2 to Triarc’s Current Report on Form 8-K dated July 25, 2005
(SEC file no. 1-2207).
2.6	First
Amendment to Membership Interest Purchase Agreement, dated as of July 25,
2005, by and among Triarc Companies, Inc. Arby’s Restaurant Group, Inc.,
each of the members of RTM Acquisition Company, L.L.C. and Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein
by reference to Exhibit 2.4 to Triarc’s Current Report on Form 8-K dated
July 25, 2005 (SEC file no. 1-2207).
2.7	First
Amendment to Asset Purchase Agreement, dated as of July 25, 2005, by and
among Triarc Companies, Inc., Arby’s Restaurant Group, Inc., RTMMC
Acquisition, LLC, RTM Management Company, L.L.C., each of the members of
RTM Management Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E.
Cooper and J. Russell Welch, incorporated herein by reference to Exhibit
2.6 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file
no. 1-2207).
3.1	Certificate
of Incorporation of Triarc Companies, Inc., as currently in effect,
incorporated herein by reference to Exhibit 3.1 to Triarc’s Current Report
on Form 8-K dated June 9, 2004 (SEC file no. 1-2207).
3.2	Amended
and Restated By-laws of Triarc Companies, Inc., as currently in effect,
incorporated herein by reference to Exhibit 3.1 to Triarc’s Current Report
on Form 8-K dated September 10, 2007 (SEC file no.
1-2207).
3.3	Certificate
of Designation of Class B Common Stock, Series 1, dated as of
August 11, 2003, incorporated herein by reference to Exhibit 3.3 to
Triarc’s Current Report on Form 8-K dated August 11, 2003 (SEC file no.
1-2207).
4.1	Indenture,
dated as of May 19, 2003, between Triarc Companies, Inc. and Wilmington
Trust Company, as Trustee, incorporated herein by reference to Exhibit 4.1
to Triarc's Registration Statement on Form S-3 dated June 19, 2003 (SEC
file no. 333-106273).
4.2	Supplemental
Indenture, dated as of November 21, 2003, between Triarc Companies, Inc.
and Wilmington Trust Company, as Trustee, incorporated herein by reference
to Exhibit 4.3 to Triarc’s Registration Statement on Form S-3 dated
November 24, 2003 (SEC file no. 333-106273).
10.1	Form
of Non-Incentive Stock Option Agreement under Triarc’s Amended and
Restated 1993 Equity Participation Plan, incorporated herein by reference
to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated March 31,
1997 (SEC file no. 1-2207).**
10.2	Form
of Indemnification Agreement, between Triarc and certain officers,
directors, and employees of Triarc, incorporated herein by reference to
Exhibit F to the 1994 Proxy (SEC file no. 1-2207).**
10.3	Form
of Non-Incentive Stock Option Agreement under the 1997 Equity Plan,
incorporated herein by reference to Exhibit 10.6 to Triarc’s Current
Report on Form 8-K dated March 16, 1998 (SEC file no.
1-2207).**
10.4	Form
of Non-Incentive Stock Option Agreement under Triarc’s 1998 Equity
Participation Plan, incorporated herein by reference to Exhibit 10.2
to Triarc’s Current Report on Form 8-K dated May 13, 1998 (SEC
file no. 1-2207).**
10.5	Form
of Guaranty Agreement dated as of March 23, 1999 among National
Propane Corporation, Triarc Companies, Inc. and Nelson Peltz and
Peter W. May, incorporated herein by reference to Exhibit 10.30 to
Triarc’s Annual Report on Form 10-K for the fiscal year ended January 3,
1999 (SEC file no. 1-2207).
10.6	1999
Executive Bonus Plan, incorporated herein by reference to Exhibit A to
Triarc’s 1999 Proxy Statement (SEC file no. 1-2207).**
10.7	Amendment
to the Triarc Companies, Inc. 1999 Executive Bonus Plan, dated as of June
22, 2004, incorporated herein by reference to Exhibit 10.1 to Triarc’s
Current Report on Form 8-K dated June 1, 2005 (SEC file no.
1-2207).**
10.8	Amendment
to the Triarc Companies, Inc. 1999 Executive Bonus Plan effective as of
March 26, 2007, incorporated herein by reference to Exhibit 10.2 to
Triarc's Current Report on Form 8-K dated June 6, 2007 (SEC file no.
1-2207).**
10.9	Deferral
Plan for Senior Executive Officers of Triarc Companies, Inc., incorporated
herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K
dated March 30, 2001 (SEC file no. 1-2207).**
10.10	Indemnity
Agreement, dated as of October 25, 2000 between Cadbury Schweppes plc
and Triarc Companies, Inc., incorporated herein by reference to
Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated
November 8, 2000 (SEC file no. 1-2207).
10.11	Form
of Non-Incentive Stock Option Agreement under Triarc’s 2002 Equity
Participation Plan, incorporated herein by reference to Exhibit 10.1
to Triarc’s Current Report on Form 8-K dated March 27, 2003 (SEC file
no. 1-2207).**
10.12	Form
of Restricted Stock Agreement for Class A Common Stock under Triarc’s 2002
Equity Participation Plan, incorporated herein by reference to Exhibit
10.1 to Triarc’s Current Report on Form 8-K/A dated March 11, 2005 (SEC
file no. 1-2207). **
10.13	Form
of Restricted Stock Agreement for Class B Common Stock, Series 1, under
Triarc’s 2002 Equity Participation Plan, incorporated herein by reference
to Exhibit 10.2 to Triarc’s Current Report on Form 8-K/A dated March 11,
2005 (SEC file no. 1-2207).**
10.14	Credit
Agreement, dated as of July 25, 2005, among Arby’s Restaurant Group, Inc.,
Arby’s Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the
Lenders and Issuers party thereto, Citicorp North America, Inc., as
Administrative Agent and Collateral Agent, Bank of America Securities LLC
and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and
joint book-running managers, Bank of America, N.A. and Credit Suisse,
Cayman Islands Branch, as co-syndication agents, and Wachovia Bank,
National Association, Suntrust Bank and GE Capital Franchise Finance
Corporation, as co-documentation agents, incorporated herein by reference
to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated July 25, 2005
(SEC file no. 1-2207).
10.15	Amendment
and Waiver No. 1, dated as of May 1, 2006 to that certain Credit Agreement
dated as of July 25, 2005 among Arby’s Restaurant Group, Inc., Arby’s
Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the Lenders and
Issuers party thereto, Citicorp North America, Inc., as Administrative
Agent and Collateral Agent, Bank of America, N.A. and Credit Suisse,
Cayman Islands Branch, as co-syndication agents, and Wachovia Bank,
National Association, Suntrust Bank and GE Capital Franchise Finance
Corporation, as co-documentation agents, incorporated herein by reference
to Exhibit 10.1 to Triarc’s Form 10-Q for the period ended July 2, 2006
(SEC file no.1-2007).
10.16	Amendment
No. 2, dated as of May 21, 2007 to that certain Credit Agreement dated as
of July 25, 2005 among Arby's Restaurant Group, Inc.,
Arby's Restaurant Holdings, LLC, Triarc Restaurant
Holdings, LLC, Citicorp North America, Inc., as administrative agent for
the Lenders and Issuers and as collateral agent for the Secured Parties,
Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as
co-syndication agents for the Lenders and Issuers, and Wachovia Bank,
National Association, Suntrust Bank and GE Capital Franchise Finance
Corporation, as co-documentation agents for the Lenders and Issuers,
incorporated herein by reference to Exhibit 10.1 to Triarc's Current
Report on Form 8-K dated May 25, 2007 (SEC file no.
1-2207).
10.17	Amended
and Restated Investment Management Agreement, dated as of April 30, 2007,
between TCMG-MA, LLC and Trian Fund Management, L.P., incorporated herein
by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated
April 30, 2007 (SEC file no. 1-2207).
10.18	Amended
and Restated Limited Liability Company Agreement of Jurl Holdings, LLC
dated as of November 10, 2005, by and among Triarc Acquisition, LLC and
the Class B members party thereto, incorporated herein by reference to
Exhibit 10.4 to Triarc’s Form 10-Q for the period ended October 2, 2005
(SEC file no. 1-2207).
10.19	Amended
and Restated Limited Liability Company Agreement of Triarc Deerfield
Holdings, LLC dated as of November 10, 2005, by and among Triarc
Companies, Inc., Madison West Associates Corp. and the Class B members
party thereto, incorporated herein by reference to Exhibit 10.5 to
Triarc’s Form 10-Q for the period ended October 2, 2005 (SEC file no.
1-2207).
10.20	Form
of Triarc Deerfield Holdings, LLC Class B Unit Subscription Agreement,
incorporated herein by reference to Exhibit 10.6 to Triarc’s Form 10-Q for
the period ended October 2, 2005 (SEC file no. 1-2207).
10.21	Form
of Jurl Holdings, LLC Class B Unit Subscription Agreement, incorporated
herein by reference to Exhibit 10.7 to Triarc’s Form 10-Q for the period
ended October 2, 2005 (SEC file no. 1-2207).
10.22	Amended
and Restated 1993 Equity Participation Plan of Triarc Companies, Inc.,
incorporated herein by reference to Exhibit 10.1 to Triarc’s Current
Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207).
**
10.23	Amended
and Restated 1997 Equity Participation Plan of Triarc Companies, Inc.,
incorporated herein by reference to Exhibit 10.2 to Triarc’s Current
Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207).
**
10.24	Amended
and Restated 1998 Equity Participation Plan of Triarc Companies, Inc.,
incorporated herein by reference to Exhibit 10.3 to Triarc’s Current
Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207).
**
10.25	Amended
and Restated 2002 Equity Participation Plan of Triarc Companies, Inc.,
incorporated herein by reference to Exhibit 10.4 to Triarc’s Current
Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207).
**
10.26	Amendment
No. 1 to Triarc Companies, Inc. Amended and Restated 2002 Equity
Participation Plan, incorporated herein by reference to Exhibit 10.1 to
Triarc’s Current Report on Form 8-K dated June 7, 2006 (SEC file no.
1-2207).**
10.27	Amendment
No. 2 to Triarc Companies, Inc. Amended and Restated 2002 Equity
Participation Plan, incorporated herein by reference to Exhibit 10.1 to
Triarc's Current Report on Form 8-K dated June 6, 2007 (SEC file no.
1-2207). **
10.28	Separation
Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and
Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc's
Current Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207).
**
10.29	Letter
Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to
Triarc's Current Report on Form 8-K dated January 4, 2008 (SEC file No.
1-2207). **
10.30	Separation
Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and
Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc's
Current Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207).
**
10.31	Letter
Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
and Peter W. May, incorporated herein by reference to Exhibit 10.3 to
Triarc's Current Report on Form 8-K dated January 4, 2008 (SEC file No.
1-2207). **
10.32	Employment
Agreement dated April 13, 2006, between Arby’s Restaurant Group, Inc. and
Roland C. Smith, incorporated herein by reference to Exhibit 10.1 to
Triarc’s Current Report on Form 8-K dated April 17, 2006 (SEC file no.
1-2207). **
10.33	Letter
Agreement dated January 18, 2007, between Arby’s Restaurant Group, Inc.
and Roland C. Smith, incorporated herein by reference to Exhibit 10.2 to
Triarc’s Current Report on Form 8-K dated February 1, 2007 (SEC file no.
1-2207). **
10.34	Letter
Agreement dated as of March 23, 2007, between Roland C. Smith and Arby's
Restaurant Group, Inc., incorporated herein by reference to Exhibit 10.2
to Triarc's Quarterly Report on Form 10-Q for the quarterly period ended
April 1, 2007 (SEC file no. 1-2207). **
10.35	Letter
Agreement dated May 27, 2005, between Arby’s Restaurant Group, Inc. and
Thomas A. Garrett. * **
10.36	Letter
Agreement dated May 23, 2006, between Arby’s Restaurant Group, Inc. and
Stephen E. Hare. * **
10.37	Letter
Agreement dated August 30, 2006, between Arby’s Restaurant Group, Inc. and
Cheryl Barre. * **
10.38	Letter
Agreement dated May 27, 2005, between Arby’s Restaurant Group, Inc. and
Sharron Barton. * **
10.39	Letter
Agreement dated October 13, 2005, between Arby’s Restaurant Group, Inc.
and Nils H. Okeson. * **
10.40	Form
of Indemnification Agreement between Arby’s Restaurant Group, Inc. and
certain directors, officers and employees thereof. * **
10.41	Services
Agreement, dated as of April 30, 2007, by and among Triarc Companies, Inc.
and Trian Fund Management, L.P., incorporated herein by reference to
Exhibit 10.1 to Triarc's Current Report on Form 8-K dated April 30, 2007
(SEC file no. 1-2207).
10.42	Letter
Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
and Trian Fund Management, L.P., incorporated herein by reference to
Exhibit 10.1 to Triarc's Current Report on Form 8-K dated January 4, 2008
(SEC file No. 1-2207).
10.43	Assignment
and Assumption of Lease, dated as of June 30, 2007, between Triarc
Companies, Inc. and Trian Fund Management, L.P., incorporated herein by
reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated
August 10, 2007 (SEC file no. 1-2207).
10.44	Bill
of Sale dated July 31, 2007, by Triarc Companies, Inc. to Trian Fund
Management, L.P., incorporated herein by reference to Exhibit 10.2 to
Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no.
1-2207).
10.45	Settlement
Agreement and Mutual Release, dated as of July __, 2007, by and among
Triarc Companies, Inc., Arby's Restaurant Group, Inc., Arby's Restaurant,
LLC and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch,
as the RTM Representatives, incorporated herein by reference to Exhibit
10.3 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC
file no. 1-2207).
10.46	Agreement
of Sublease between Triarc Companies, Inc. and Trian Fund Management,
L.P., incorporated herein by reference to Exhibit 10.4 to Triarc's Current
Report on Form 8-K dated August 10, 2007 (SEC file no.
1-2207).
10.47	Form
of Aircraft Time Sharing Agreement between Triarc Companies, Inc. and each
of Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P.
Garden, incorporated herein by reference to Exhibit 10.5 to Triarc's
Current Report on Form 8-K dated August 10, 2007 (SEC file no.
1-2207).
10.48	Form
of Aircraft Time Sharing Agreement between 280 Holdings, LLC and each of
Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P.
Garden, incorporated herein by reference to Exhibit 10.6 to Triarc's
Current Report on Form 8-K dated August 10, 2007 (SEC file no.
1-2207).
10.49	Letter
Agreement dated August 6, 2007, between Triarc Companies, Inc. and Trian
Fund Management, L.P., incorporated herein by reference to Exhibit 10.7 to
Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file No.
1-2207).
10.50	Letter
Agreement dated August 10, 2007, between Triarc Companies, Inc. and Brian
L. Schorr, incorporated herein by reference to Exhibit 10.1 to Triarc’s
Current Report on Form 8-K filed August 15, 2007 (SEC file No.
1-2207).
10.51	Registration
Rights Agreement, dated as of December 17, 2007, among Deerfield Triarc
Capital Corp., the parties identified as Stockholders on the signature
pages thereto and the other persons who may become parties thereto from
time to time in accordance therewith and Triarc Companies, Inc., as the
Sellers’ Representative, incorporated herein by reference to Exhibit 10.1
to Triarc's Current Report on Form 8-K dated December 21, 2007 (SEC file
No. 1-2207).
10.52	Termination
of Employment and Waiver of Put Rights Agreement, dated as of December 17,
2007, among Deerfield & Company LLC, Deerfield Capital Management LLC,
Triarc Companies, Inc., Gregory H. Sachs, Sachs Capital Management LLC and
Spensyd Asset Management LLLP, incorporated herein by reference to Exhibit
10.2 to Triarc's Current Report on Form 8-K dated December 21, 2007 (SEC
file No. 1-2207).
10.53	Series
A Note Purchase Agreement, dated as of December 21, 2007, by and among DFR
Merger Company, LLC, Deerfield & Company LLC, Deerfield Triarc Capital
Corp., Triarc Deerfield Holdings, LLC (as administrative holder and
collateral agent) and the purchasers signatory thereto, incorporated
herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K
dated December 27, 2007 (SEC file No. 1-2207).
10.54	Collateral
Agency and Intercreditor Agreement, dated as of December 21, 2007, by and
among Triarc Deerfield Holdings, LLC, Jonathan W. Trutter, Paula Horn and
the John K. Brinckerhoff and Laura R. Brinckerhoff Revocable Trust, as
holders of the Series A Notes referenced therein, Sachs Capital Management
LLC, Spensyd Asset Management LLLP and Scott A. Roberts, as holders of the
Series B Notes referenced therein, Triarc Deerfield Holdings, LLC, as
collateral agent, Deerfield & Company LLC and Deerfield Triarc Capital
Corp., incorporated herein by reference to Exhibit 10.2 to Triarc's
Current Report on Form 8-K dated December 27, 2007 (SEC file No.
1-2207).
10.55	Letter
Agreement dated April 28, 2006, between Triarc and Francis T. McCarron,
incorporated herein by reference to Exhibit 10.1 to Triarc’s Current
Report on Form 8-K dated May 2, 2006 (SEC file no. 1-2207).
**
10.56	Amendment
No. 1 to Letter Agreement dated as of January 29, 2007, between Triarc
Companies, Inc. and Francis T. McCarron, incorporated herein by reference
to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated February 1,
2007 (SEC file no. 1-2207).**
10.57	Letter
Agreement dated December 13, 2007, between Triarc Companies, Inc. and
Francis T. McCarron, incorporated herein by reference to Exhibit 10.1 to
Triarc's Current Report on Form 8-K dated December 19, 2007 (SEC file No.
1-2207). **
10.58	Transaction
Support Agreement, dated as of May 27, 2005, by and among Triarc
Companies, Inc., certain stockholders of RTM Restaurant Group, Inc. listed
on the signature pages thereto and Russell V. Umphenour, Dennis E. Cooper
and J. Russell Welch, incorporated herein by reference to Exhibit 10.3 to
Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no.
1-2207).
21.1	Subsidiaries
of the Registrant. *
23.1	Consent
of Deloitte & Touche LLP. *
23.2	Consent of Deloitte & Touche LLP.
***
31.1	Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
***
31.2	Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
***
32.1	Certification of the Chief Executive Officer
and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, furnished as an exhibit to this Form 10-K.
***
99.1	Audited Consolidated Financial S tatements of
Deerfield Capital Corp. and subsidiaries .
***

---

• Filed with the 2007 Annual Report on February 29, 2008.

** Identifies a management contract or compensatory plan or arrangement.

*** Filed herewith.

Instruments defining the rights of holders of certain issues of long-term debt of Triarc and its consolidated subsidiaries have not been filed as exhibits because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Triarc and its subsidiaries on a consolidated basis. Triarc agrees to furnish a copy of each of such instruments to the Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | TRIARC
COMPANIES, INC. (Registrant) |
| --- | --- |
| Dated:
March 14, 2008 | By: /s/ Stephen
E.
Hare |
| | Stephen
E. Hare |
| | Senior
Vice President and Chief Financial
Officer |