Edgar Filing: TRIARC COMPANIES INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 15)*

_______________________

TRIARC COMPANIES, INC.
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
CLASS B COMMON STOCK, SERIES 1, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)

CLASS A COMMON STOCK: 895927 10 1
CLASS B COMMON STOCK: 895927 30 9
(CUSIP Number)

PETER W. MAY
C/O TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL. NO.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________

DECEMBER 4, 2003
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 2 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DWG ACQUISITION GROUP, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS

Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
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7 SOLE VOTING POWER (See Item 5)

-0-
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 5,343,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,687,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1% (Class A Common Stock)
27.1% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

PN
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Class A Common Stock: CUSIP NO. 895927 10 1 Page 3 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NELSON PELTZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS

United States
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7 SOLE VOTING POWER (See Item 5)
3,642,506 (Class A Common Stock)
7,285,012 (Class B Common Stock)
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 5,343,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,687,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 3,642,506 (Class A Common Stock)
7,285,012 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
8,986,168 (Class A Common Stock)
17,972,336 (Class B Common Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1% (Class A Common Stock)
39.1% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

IN
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Class A Common Stock: CUSIP NO. 895927 10 1 Page 4 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PETER W. MAY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS

United States
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7 SOLE VOTING POWER (See Item 5)
2,319,148 (Class A Common Stock)
4,638,296 (Class B Common Stock)
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NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 5,343,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,687,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 2,319,148 (Class A Common Stock)
4,638,296 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
7,662,810 (Class A Common Stock)
15,325,620 (Class B Common Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2% (Class A Common Stock)
35.2% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON

IN
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Class A Common Stock: CUSIP NO. 895927 10 1 Page 5 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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AMENDMENT NO. 15 TO SCHEDULE 13D

This Amendment No. 15 amends and supplements the Schedule 13D
dated October 13, 1992 (the "Original Statement"), as amended and restated by
Amendment No. 6 dated May 3,1993, as amended by Amendment No. 7 dated February
14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by
Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May
4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by
Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July
1, 2003 and as amended by Amendment No. 14 dated September 24, 2003 (the
Original Statement, as so amended shall be known as the "Statement"), with
respect to the Class A Common Stock, par value $.10 per share (the "Class A
Common Stock"), and the Class B Common Stock, Series 1, par value $.10 per share
(the "Class B Common Stock"), in each case of Triarc Companies, Inc., a Delaware
corporation and successor by merger to Triarc Companies, Inc., an Ohio
corporation formerly named DWG Corporation (the "Company"). Unless otherwise
indicated, all capitalized terms used herein shall have the same meaning as set
forth in the Statement.

Except as set forth below, there are no changes to the
information set forth in the Statement. As noted in Amendment No. 14, all
references in the Statement to "Common Stock" shall be deemed to refer to the
Class A Common Stock.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Statement is amended by deleting the penultimate
paragraph thereof. Information regarding options to purchase shares of Common
Stock is included in response to Item 5.

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 6 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Statement is amended by deleting the first and
second paragraphs thereof and substituting in their place the following:

Each of the Reporting Persons holds a significant
equity investment in the Company and will continuously evaluate its
ownership of the Class A Common Stock and Class B Common Stock held by
such Reporting Person, and the Company's business and industry.
Depending on market conditions and other factors that each of them may
deem material to its respective investment decision, including, but not
limited to, the relative prices, voting powers, dividend entitlements
and liquidation preferences of the Class A Common Stock and the Class B
Common Stock, any of the Reporting Persons may from time to time
acquire or dispose of shares of Class A Common Stock or Class B Common
Stock, either in the open market or in negotiated transactions. It is
the current intention of the Reporting Persons to seek opportunities to
acquire additional shares of Class A Common Stock, including through
negotiated transactions involving the exchange of shares of Class B
Common Stock for shares of Class A Common Stock.

The Reporting Persons should not be considered to be
passive investors. As a result of the Reporting Persons' stock
ownership and their Board representation in the Company and the
executive positions that are held by Messrs. Peltz and May, the
Reporting Persons are in a position to influence the management and
policies of the Company and to influence the outcome of corporate
actions requiring stockholder approval. In addition, if the Reporting
Persons acquire additional shares of Class A Common Stock (in
connection with

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 7 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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negotiated transactions involving the exchange of shares of Class B
Common Stock for shares of Class A Common Stock, or otherwise), they
could increase their beneficial ownership such that they could control
more than a majority of the Company's outstanding voting power. Such an
increase in voting power by the Reporting Persons would enable them to
determine the outcome of the election of members of the Board and the
outcome of corporate actions requiring majority stockholder approval,
including mergers, consolidations and the sale of all or substantially
all of the Company's assets. The Reporting Persons would also be in a
position to prevent a change of control of the Company.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Part (a) through (c) of Item 5 is amended by deleting the
thirteenth through twenty-second paragraphs thereof and replacing them with the
following:

In addition to the foregoing, Messrs. Peltz and May
beneficially own 3,208,333 and 2,016,666 shares of Class A Common
Stock, respectively, representing stock options that may be exercised
within 60 days of the date of this Statement.

The Purchaser, Mr. Peltz and Mr. May may be deemed to
beneficially own an aggregate of 5,343,662, 8,986,168 and 7,662,810
shares of Class A Common Stock, respectively, representing
approximately 27.1%, 39.1% and 35.2% of the outstanding shares of Class
A Common Stock, respectively.

The Purchaser is the direct owner of an aggregate of
10,687,324 shares of Class B Common Stock; Mr. Peltz is the direct
owner of an aggregate of

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 8 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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820,846 shares of Class B Common Stock; and Mr. May is the direct owner
of an aggregate of 604,964 shares of Class B Common Stock.

The Purchaser beneficially owns 10,687,324 shares of
Class B Common Stock, representing approximately 27.1% of the
outstanding shares of Class B Common Stock.

By virtue of their positions as general partners of
the Purchaser, Messrs. Peltz and May may be deemed to own beneficially
the 10,687,324 shares of Class B Common Stock owned of record by the
Purchaser. In such capacity, Messrs. Peltz and May may be deemed to
share voting and dispositive power with the Purchaser and with each
other with respect to such shares of Class B Common Stock.

In addition to the foregoing, Mr. Peltz beneficially
owns and has the sole power to vote and dispose of 868,346 shares of
Class B Common Stock and beneficially owns 6,416,666 shares of Class B
Common Stock representing options that may be exercised within 60 days
of the date of this Statement, and Mr. May beneficially owns and has
the sole power to vote and dispose of 604,964 shares of Class B Common
Stock and beneficially owns 4,033,332 shares of Class B Common Stock
representing options that may be exercised within 60 days of the date
of this Statement.

The Peltz L.P. is the beneficial owner of 47,500
shares of Class B Common Stock. By virtue of his position as general
partner of the Peltz L.P., Mr. Peltz may be deemed to beneficially own
the shares of Class B Common Stock owned by the Peltz L.P. Mr. Peltz
disclaims beneficial ownership of such shares.

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 9 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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As a result, Messrs. Peltz and May may be deemed to
beneficially own an aggregate of 17,972,336 and 15,325,620 shares of
Class B Common Stock, respectively, representing approximately 39.1%
and 35.2%, respectively, of the outstanding shares of Class B Common
Stock.

Except as set forth above, no Reporting Person
beneficially owns any shares of Class A Common Stock or Class B Common
Stock or has effected any transaction in shares of Class A Common Stock
or Class B Common Stock during the preceding 60 days.

Part (d) of Item 5 is amended by deleting it in its entirety
and replacing it with the following:

Except as set forth in this Schedule and to the best
knowledge of the Reporting Persons, no person other than the Reporting
Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Class B Common
Stock beneficially owned by the Reporting Persons.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER.

Item 6 of the Statement is amended by deleting the fifth and
sixth sentence of the second paragraph thereof and replacing them with the
following:

The BOA Loans are effectively secured by certain
shares of Class A Common Stock and Class B Common Stock owned by the
Peltz L.P. and the Purchaser (in the case of loans to Mr. Peltz) and by
Mr. May and the Purchaser (in the case of loans to Mr. May).

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 10 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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Item 6 of the Statement is further amended by deleting the
last paragraph thereof (which paragraph was added in Amendment No. 14).

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 11 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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SIGNATURES

After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.

Dated: December 4, 2003

DWG ACQUISITION GROUP, L.P.

By: /s/ Nelson Peltz
---------------------------------------
Name: Nelson Peltz
Title: General Partner

By: /s/ Peter W. May
---------------------------------------
Name: Peter W. May
Title: General Partner

/s/ Nelson Peltz
--------------------------------------------
Nelson Peltz

/s/ Peter W. May
--------------------------------------------
Peter W. May

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 12 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE NO.
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1 Stock Purchase Agreement dated as of October 1, 1992 by Filed with Original
and between the Purchaser, Posner, Posner Trust and Statement
Security Management.

2 Exchange Agreement dated as of October 12, 1992 between Filed with Original
the Company and Security Management. Statement

3 Agreement dated as of October 1, 1992 between the Filed with Original
Company and the Purchaser. Statement

4 Agreement of Limited Partnership of the Purchaser dated as Filed with Original
of September 25, 1992. Statement

5 Joint Filing Agreement of the Purchaser, Peltz and May. Filed with Amendment
No. 14

6 Memorandum of Understanding, dated January 21, 1993, by Filed with Amendment
and between the Purchaser and William A. Ehrman, No. 2
individually and derivatively on behalf of SEPSCO.

7 Letter dated January 25, 1993 from Steven Posner to the Filed with
Purchaser (including proposed terms and conditions of Amendment No. 2
Consulting Agreement to be entered into between the
Company and Steven Posner).

8 Undertaking and Agreement, dated February 9, 1993, Filed with
executed by the Purchaser. Amendment No. 3

9 Amendment No. 3 dated as of April 14, 1993 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment No. 4

10 Citibank Loan Documents (Exhibits and Schedule omitted). Filed with
Amendment No. 4

11 Republic Loan Documents (Exhibits and Schedules omitted). Filed with
Amendment No. 4

12 Pledge and Security Agreement, dated as of April 5, 1993, Filed with
between the Purchaser and Citibank. Amendment No. 5

13 Custodial Loan Documents. Filed with
Amendment No. 5

14 Agreement, dated May 2, 1994 among Nelson Peltz, Filed with
Peter W. May and Leon Kalvaria. Amendment No. 6

15 Amended and Restated Pledge and Security Agreement, Filed with
dated as of July 25, 1994 between the Purchaser and Amendment No. 6
Citibank.

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Class A Common Stock: CUSIP NO. 895927 10 1 Page 13 of 13
Class B Common Stock: CUSIP NO. 895927 30 9
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EXHIBIT DESCRIPTION PAGE NO.
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16 Amendment No. 1 dated as of November 15, 1992 to Filed with
Agreement of Limited Partnership of the Purchaser. Amendment No. 7

17 Amendment No. 2 dated as of March 1, 1993 to Agreement Filed with
of Limited Partnership of the Purchaser. Amendment No. 7

18 Amendment No. 4 dated a January 1, 1995 to Agreement of Filed with
Limited Partnership of the Purchaser. Amendment No. 7

19 Amendment No. 5 dated as of January 1, 1996 to Filed with
Agreement of Limited Partnership of the Purchaser. Amendment No. 7

20 BOA Loan documents (Exhibits and Schedules omitted). Filed with
Amendment No. 7

21 Letter, dated October 12, 1998, from Messrs. Nelson Peltz Filed with
and Peter W. May to the Company. Amendment No. 8

22 Press release, issued by the Company, dated October 12, 1998. Filed with
Amendment No. 8

23 Letter, dated October 12, 1998, from the Company to Filed with
Messrs. Nelson Peltz and Peter W. May. Amendment No. 8

24 Press release issued by the Company, dated March 10, 1999. Filed with
Amendment No. 9

25 Amended and Restated Agreement of Limited Partnership Filed with
of the Purchaser, amended and restated as of November 11, Amendment No. 11
2002.

26 Pledge Agreement dated April 2, 2001, made by Peltz Filed with
Family Limited Partnership, in favor of Bank of America, Amendment No. 13
N.A.

27 Pledge and Security Agreement dated April 2, 2003, made Filed with
by Peter W. May, in favor of Bank of America, N.A. Amendment No. 13
(Schedule II omitted).