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): April 19, 2007
| Deerfield Triarc Capital Corp. |
| (Exact name of registrant as specified in its charter) |
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Maryland |
1-32551 |
20-2008622 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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6250 North River Road, Rosemont, Illinois |
60018 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (773) 380-1600
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Not Applicable |
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(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:
o 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)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 April 20, 2007, Deerfield Triarc Capital Corp. (“DFR” or the “company”) issued a press release announcing that it has entered into a definitive agreement to acquire Deerfield & Company LLC (“Deerfield”) from Triarc Companies, Inc., which owns a controlling interest in Deerfield, and its other members. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On April 20, 2007, DFR held an Investor Conference Call to discuss this transaction. A copy of the slide show presentation referenced and made available in connection with the conference call is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Important Information
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 merger.
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 merger when it becomes available.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit 99.1 |
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Press release dated April 20, 2007 issued by Deerfield Triarc Capital Corp. |
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Exhibit 99.2 |
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Slide show presentation referenced and made available in connection with the Investor Conference Call held on April 20, 2007. |
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.
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Date: April 20, 2007 | ||||
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Deerfield Triarc Capital Corp. |
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By: |
/s/ Richard G. Smith |
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Name: Richard G. Smith Title: Senior Vice President, Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release dated April 20, 2007 issued by Deerfield Triarc Capital Corp. |
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99.2 |
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Slide show presentation referenced and made available in connection with the Investor Conference Call held on April 20, 2007. |