UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 11, 2007
DEERFIELD TRIARC CAPITAL CORP.
(Exact name of registrant as specified in its charter)
MARYLAND 1-32551 20-2008622
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6250 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 380-1600
NOT APPLICABLE
(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)
[x] 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))
ITEM 8.01. OTHER EVENTS.
On May 11, 2007, Deerfield Triarc Capital Corp. (the "company") held an Investor
Conference Call to discuss the the results of operations for its first quarter
ended March 31, 2007. A copy of the transcript of the Investor Conference Call
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
IMPORTANT INFORMATION
As previously disclosed, on April 19, 2007, the company entered into a
definitive agreement to acquire Deerfield & Company LLC. In connection with the
proposed transaction, the company will file a proxy statement with the
Securities and Exchange Commission (SEC). STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT FILED WITH THE SEC CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The definitive proxy statement will be mailed to the company's
stockholders. In addition, stockholders will be able to obtain the proxy
statement and all other relevant documents filed by the company with the SEC
free of charge at the SEC's Web site www.sec.gov or from Deerfield Triarc
Capital Corp., Attn: Investor Relations, One O'Hare Center, 9th Floor, 6250
North River Road, Rosemont, Illinois 60018.USA, 773-380-1600
The company's directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of the company in favor of
the proposed transaction. Information about the company and its directors and
executive officers, and their ownership of the company's securities, will be set
forth in the aforementioned proxy statement. Additional information regarding
the interests of those persons may be obtained by reading the proxy statement
related to the proposed transaction when it becomes available.
The statements in this report, including in the exhibit to this report, that are
not historical facts, including information concerning possible or assumed
future results of operations of the company and statements preceded by, followed
by, or that include the words "may," "believes," "plans," "expects,"
"anticipates" or the negation thereof, or similar expressions, constitute
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). All statements that address operating performance,
events or developments that are expected or anticipated to occur in the future,
including statements related to revenue growth, earnings per share growth or
statements expressing general optimism about future operating results are
forward-looking statements under the Reform Act. These forward-looking
statements are based on our current expectations, speak only as of the date of
this report and are susceptible to a number of risks, uncertainties and other
factors. Our actual results, performance and achievements may differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements.
For those statements, we claim the protection of the safe harbor for
forward-looking statements in the Reform Act. Many important factors could
affect our future results and could cause them to differ materially from those
expressed in the forward-looking statements contained herein. Such factors
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include higher than expected prepayment rates on the mortgages underlying our
mortgage securities holdings; our inability to obtain favorable interest rates
or margin terms on the financing that we need to leverage our mortgage
securities and other positions; increased rates of default on our loan portfolio
(which risk rises as the portfolio seasons), and decreased recovery rates on
defaulted loans; flattening or inversion of the yield curve (short term interest
rates increasing at greater rate than longer term rates), reducing our net
interest income on our financed mortgage securities positions; our inability
adequately to hedge our holdings sensitive to changes in interest rates;
narrowing of credit spreads, thus decreasing our net interest income on future
credit investments (such as bank loans); changes in REIT qualification
requirements, making it difficult for us to conduct our investment strategy;
lack of availability of qualifying real estate-related investments; disruption
in the services we receive from our manager, such as loss of key portfolio
management personnel; our inability to continue to issue collateralized debt
obligation vehicles (which can provide us with attractive financing for debt
securities investments); adverse changes in accounting principles, tax law, or
legal/regulatory requirements; competition with other REITs for the investments
with limited supply; changes in the general economy or debt markets in which we
invest; and other risks and uncertainties disclosed from time to time in our
filings with the SEC, all of which are difficult or impossible to predict
accurately and many of which are beyond our control.
All future written and oral forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referenced above. New risks and uncertainties
arise from time to time, and it is impossible for us to predict these events or
how they may affect us. We assume no obligation to update any forward-looking
statements after the date of filing of this report as a result of new
information, future events or developments, except as required by federal
securities laws. In addition, it is our policy generally not to make any
specific projections as to future earnings, and we do not endorse any
projections regarding future performance that may be made by third parties. You
should carefully consider the factors referenced in our most recent Annual
Report on Form 10-K and other SEC filings, as such factors that, among others,
could cause actual results to vary from our forward-looking statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Transcript of Investor Conference Call held on May 11, 2007
by Deerfield Triarc Capital Corp.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 11, 2007
DEERFIELD TRIARC CAPITAL CORP.
By: /s/ Richard G. Smith
---------------------------------------
Name: Richard G. Smith
Title: Senior Vice President, Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Transcript of Investor Conference Call held on May 11, 2007 by
Deerfield Triarc Capital Corp.
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