THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Triarc Companies, Inc. (TRY)

5/1/2006 Proxy Information

Mr. Levato served as Executive Vice President and Chief Financial Officer of Triarc Companies, Inc., and certain of its subsidiaries, from April 1993 to August 1996.

Mr. Umphenour is the former Chief Executive Officer of RTM Restaurant Group (acquired by Triarc in July 2005), which he founded in 1973.

On January 20, 2005, Encore Capital Group, Inc. (“Encore”), filed an effective registration statement on Form S-3 pursuant to which certain selling stockholders of Encore, including Madison West Associates Corp., a wholly-owned subsidiary of the Company (“Madison West”), and certain officers and directors of the Company (or entities controlled by them and immediate family members), sold an aggregate of 1,535,587 shares of the common stock of Encore (the “January 2005 Offering”). Of the 1,535,587 shares sold in the January 2005 Offering: (i) 604,790 were sold by Madison West; (ii) 581,310 shares were sold by the Nelson Peltz Children’s Trust (of which Mr. Peltz is a co-trustee); (iii) 964 shares were sold by the Peltz Family Limited Partnership (of which Mr. Peltz is a general partner); (iv) 145,569 shares were sold by each of the Leslie A. May 1998 Trust and the Jonathan P. May 1998 Trust (Mr. Peter May was a co-trustee of both trusts prior to the dissolution of such trusts in 2005); and (v) 57,385 shares were sold by Mr. Garden. The proceeds received pursuant to the January 2005 Offering by the above-referenced selling stockholders (excluding discounts and commissions to underwriters) was (i) $12,095,800 by Madison West, (ii) $11,626,200 by the Nelson Peltz Children’s Trust, (iii) $19,280 by the Peltz Family Limited Partnership, (iv) $2,911,380 by the Leslie A. May 1998 Trust, (v) $2,911,380 by the Jonathan P. May 1998 Trust and (vi) $1,147,700 by Mr. Garden.

Pursuant to the terms of a Restricted Stock Agreement (the “Restricted Stock Agreement”), dated as of October 29, 2004, the Company made a restricted stock award of 90,000 shares of Encore Common Stock owned by it to a then officer of the Company, other than one of the Company’s executive officers, who began serving on Encore’s board of directors. Such award reduced the Company’s then current ownership of Encore Common Stock by 1.2% to 7.2%. The award was to vest over a three-year period from the date of grant, subject to such employee’s continued employment with the Company. The officer resigned from the Company in December 2004, but agreed to continue to serve as a director of Encore. In consideration of his continued service as a director of Encore on behalf of the Company, the Restricted Stock Agreement was amended to provide that the remaining unvested portion of the award would not be immediately forfeited, but rather would vest in whole, in part or not at all, on October 29, 2005, in the sole discretion of the Audit Committee and Compensation Committee. On October 17, 2005, the Audit Committee and Compensation Committee agreed to the vesting of such award and the remaining portion of the award was delivered to such former officer.

As part of its overall retention efforts, the Company has provided certain of its officers and employees with the opportunity to co-invest in some of the investment opportunities available to the Company. In connection therewith, prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company advanced a portion of the funds for the purchases by certain of its officers and employees in four co-investments, EBT Holding Company, LLC (“EBT”), 280 KPE Holdings, LLC (“280 KPE”), K12 Inc. and 280 BT Holdings LLC (“280 BT”). In connection with these four investments, the Company received notes due the Company in the original face amount of $4,046,000, in the aggregate (of which $1,889,776 was outstanding as of April 1, 2006), of which one-half of the principal amount of these notes (or $944,888 as of April 1, 2006), is non-recourse. The notes bear interest at the prime rate adjusted annually. During 2005, the largest outstanding principal amount owed to the Company by Messrs. Peltz and May pursuant to the notes was $888,888 and $888,888, respectively, in connection with these investments (of which the same amounts remained outstanding as of April 1, 2006). Under the Sarbanes-Oxley Act of 2002, the Company may not make any new loans to its executive officers and the Company’s co-investment policy no longer permits loans.

As of January 1, 2006, the Company owned 63.6% of the capital interests and of the membership interests of at least 52.5% in future profits (the “Profit Interests”) in D&C. As discussed above (see “Equity Arrangements”) in November 2005, the Compensation Committee authorized the Company to enter into equity arrangements pursuant to which members of the Company’s management subscribed for equity interests in the Company’s holding in D&C. In addition to the interests subscribed for by the Named Officers (see “Equity Arrangements” above), interests were subscribed for by Messrs. Essner, Rosen and Schaefer and Ms. Tarbell. The remaining economic interests in D&C were owned directly or indirectly by executives of Deerfield, including approximately 24.9% by Mr. Sachs. In connection with the acquisition of D&C, commencing July 22, 2009, the Company will have certain rights to acquire the economic interests of D&C owned by Mr. Sachs and another executive officer of Deerfield, which aggregate 35.5% of the capital interests and 34.3% of the Profit Interests. In addition, commencing July 22, 2007, Mr. Sachs, and another executive officer of Deerfield will have certain rights to require the Company to acquire their economic interests. In each case, the rights are generally exercisable at a price equal to the then current fair market value of those interests and are subject to acceleration under certain circumstances. See “Certain Employment Arrangements with Executive Officers—Gregory H. Sachs” above.

In November 2005 the Compensation Committee authorized the Company to enter into equity arrangements pursuant to which members of the Company’s management subscribed for equity interests in the Company’s holdings in Jurlique. In addition to the interests subscribed for by the Name Officers (see “Equity Arrangements” above), interests were subscribed for by Messrs. Essner, Rosen and Schaefer and Ms. Tarbell.

In December 2004, Deerfield Triarc Capital Corp., a newly formed real estate investment trust (the “REIT”) managed and advised by Deerfield, completed a private placement of its common stock. In connection with the private placement, the Company acquired 1,000,000 shares and Messrs. Garden, Sachs and Schorr acquired 16,750, 33,500 and 5,000 shares, respectively. Each of the Company and Messrs. Garden, Sachs and Schorr paid $15.00 per share, the same price per share as paid by unaffiliated investors in the private placement. In June 2005, the REIT completed an initial public offering of its securities. In December, 2005, a registration statement relating to the resale of the shares acquired by the investors in the private placement, including 1,000,000 shares, 16,750 shares, 33,500 shares and 5,000 shares to be sold by the Company and Messrs. Garden, Sachs and Schorr, respectively, was declared effective.

In connection with the July 2004 acquisition by the Company of its interest in D&C, the Company agreed to invest $100 million in Deerfield Opportunities Fund, LLC, an investment fund managed by Deerfield (the “Opportunities Fund”), and Mr. Sachs, through an affiliate, agreed to invest approximately $4.3 million in the Opportunities Fund. The Opportunities Fund commenced operations in October 2004. At March 31, 2006, the Company owned an aggregate 73.7% direct and indirect interest in the Opportunities Fund and Mr. Sachs owned a 3.2% interest in the Opportunities Fund. In February 2005, the Company withdrew approximately $4.8 million from the Opportunities Fund and effective as of March 1, 2005, such funds were invested in DM Fund, LLC, a newly formed investment fund managed by Deerfield (the “Macro Fund”). Certain executives of Deerfield, including Mr. Sachs who, through an affiliate, invested approximately $200,000, also invested in the Macro Fund. At March 31, 2006, the Company owned a 93.3% indirect interest in the Macro Fund and Mr. Sachs owned a 4.0% indirect interest in the Macro Fund.

Pursuant to his employment agreement, Mr. Sachs is entitled to be reimbursed for certain expenses incurred by him with respect to the use of the Aircraft for business purposes. In 2005, Deerfield reimbursed Mr. Sachs for $617,000 of such expenses. See “Certain Employment Arrangements with Executive Officers—Gregory H. Sachs” above.

Prior to the July 2004 acquisition by the Company of its interest in D&C, certain members of D&C’s management, including Mr. Sachs and his affiliates (who invested an aggregate of approximately $1.2 million in three transactions), acquired all or a portion of the equity tranche of securities issued in connection with the formation of certain of the CDOs (collateralized debt obligations) that are currently managed by Deerfield.

Mr. May and the Company’s wholly-owned subsidiary, Sybra, Inc., have an interest in a franchisee that owns one Arby’s restaurant. That franchisee is a party to a standard Arby’s franchise license agreement and pays to Arby’s fees and royalty payments that unaffiliated third-party franchisees pay. Mr. May acquired his interest in the franchisee prior to the acquisition by the Company of Sybra in December 2002. Under an arrangement that pre-dated the Sybra acquisition, Mr. May contributed all of the capital in the franchisee and Sybra manages the restaurant for the franchisee. Under the pre-existing arrangement, Sybra agreed to waive its management fee until Mr. May’s capital is returned.

At the request of Messrs. Nelson Peltz and Peter May, the Company engaged Andrew Peltz, a son of Nelson Peltz, as investment manager for the deferred bonus accounts established for Messrs. Peltz and May under the Deferral Plan (described above) until November 30, 2005. The Company paid Andrew Peltz a fee (approximately 1% per annum) based on the value, at the end of each month, of the trusts established with respect to the liabilities to Messrs. Peltz and May pursuant to the Deferral Plan. Messrs. Peltz and May will ultimately bear the cost of such fees ($325,600 with respect to 2005) through a concurrent reduction of their deferred bonus accounts. In addition, since February 1, 2004, the Company has been renting office space on a month to month basis to an affiliate of Andrew Peltz. Such affiliate pays rent (which includes all utilities and other charges) for the space in an amount equal to base rent paid by the Company for such space (approximately $875 per month).

On November 1, 2005, Messrs. Peltz, May and Garden (collectively, the “Principals”) started a series of equity investment funds (the “Funds”) that are separate and distinct from the Company and that are being managed by the Principals and other senior officers of the Company (the “Employees”) through a management company (the “Management Company”) formed by the Principals. The Principals and the Employees continue to serve as officers of, and receive compensation from, the Company. The Company is making available the services of the Principals and the Employees, as well as certain support services including investment research, legal, accounting and administrative services, to the Management Company. The length of time that these management services will be provided has not yet been determined. The Company is being reimbursed by the Management Company for the allocable cost of these services, including an allocable portion of salaries, rent and various overhead cost for periods both before and after the launch of the Funds. Such reimbursement with respect to 2005 amounts to $775,000. The Special Committee, which is comprised of independent members of the Company’s Board of Directors, has reviewed and considered these arrangements and unanimously approved the allocation of costs and reimbursement for 2005.

In December 2005, the Company invested $75,000,000 in an account which is managed by the Management Company and co-invests on a parallel basis with the Funds. The Principals and certain Employees have invested in the Funds and certain Employees may invest additional amounts in the Funds or in an account to be managed by the Management Company. The Management Company has agreed not to charge the Company, the Principals or the Employees any management fees with respect to their investments. Further, the Principals and the Employees will not pay any incentive fees and the Company will not pay any incentive fees for the first two years and, thereafter, will pay lower incentive fees than those generally charged to other investors in the Funds. The Company is entitled to withdraw its investment quarterly upon 65 days’ prior written notice. The Special Committee unanimously recommended the Company’s investment on these terms to the executive committee of the Company’s Board of Directors, which in turn unanimously approved such investment, with the Executives abstaining from the vote.

On July 25, 2005, the Company entered into two lease arrangements through February 2006 and April 2006, respectively, for RTM’s previous corporate office facilities with entities owned by certain selling stockholders of RTM, including Mr. Umphenour. The combined monthly rent was $54,000 plus real estate taxes and operating costs and aggregated $283,000 during 2005.

In connection with the RTM Acquisition, the Company provides certain management services to certain affiliates of RTM that the Company did not acquire in July 2005 (the “RTM Affiliates”) including information technology, risk management, accounting, tax and other management services. Mr. Umphenour has an equity interest in such RTM Affiliates. The Company charges a monthly fee of $36,000 plus out-of-pocket expenses for such services which aggregated $193,000 during 2005. This services agreement may be terminated by either party after February 1, 2006 upon 30 days notice. In addition, the Company continues to have limited transactions with certain of the RTM Affiliates, which during 2005, resulted in the Company receiving rental income of $26,000 for a restaurant leased to one of the RTM Affiliates and paying royalties of $10,000 related to the use of a brand owned by one of the RTM Affiliates in four Company-owned restaurants. RTM remains contingently liable for certain lease obligations aggregating approximately $36,000,000 that it had guaranteed prior to the RTM Acquisition on behalf of certain affiliates, including entities in which Mr. Umphenour has an equity interest. However, the Company has been indemnified by the selling stockholders of RTM, including Mr. Umphenour, for any future payments the Company may be required to make under such guarantees.

In connection with the RTM Acquisition, a portion of the cash purchase price paid by the Company was used to repay promissory notes and related accrued interest owed by RTM to certain former stockholders of RTM, including $11,821,000 of principal and accrued interest to Douglas Benham, the former President and Chief Executive Officer of ARG, who, prior to joining the Company in January 2004, had been a former officer, director and stockholder of RTM.

In 2005, the Company made charitable contributions of $1,303,000 to The Arby’s Foundation, Inc., a not-for-profit charitable foundation in which the Company has non-controlling representation on the board of directors, $115,000 to the Simon Wiesenthal Center, of which Mr. Peltz is a Co-Chairman, and $80,000 to Carnegie Hall, of which Mr. May is a trustee. In 2005 the Company also made charitable contributions of $25,000 to the Intrepid Museum Foundation and $175,000 to the Intrepid Fallen Heroes Fund and pledged to make an additional charitable contribution of $175,000 in 2006, to the Intrepid Fallen Heroes Fund. Mr. Peltz is a trustee of the Intrepid Museum Foundation.

8/17/2005 8K Information

Mr. Umphenour is the former Chief Executive Officer of RTM Restaurant Group (acquired by Triarc in July 2005), which he founded in 1973.

5/2/2005 Proxy Information

Mr. Garden is the son-in-law of Nelson Peltz, the Chairman and CEO of the company.

Mr. May is the father of Jonathan P. May, Senior Vice President - Corporate Development of Triarc and Chairman of Arby's, Inc.

Mr. Levato served as Executive Vice President and Chief Financial Officer of Triarc Companies, Inc., and certain of its subsidiaries, from April 1993 to August 1996.

On January 20, 2005, Encore Capital Group, Inc. (“Encore”), filed an effective registration statement on Form S-3 pursuant to which certain selling stockholders of Encore, including Madison West Associates Corp., a wholly-owned subsidiary of the Company (“Madison West”), and certain officers and directors of the Company (or entities controlled by them and immediate family members), sold an aggregate of 1,535,587 shares of the common stock of Encore (the “January 2005 Offering”). Of the 1,535,587 shares sold in the January 2005 Offering: (i) 604,790 were sold by Madison West; (ii) 581,310 shares were sold by the Nelson Peltz Children's Trust (of which Mr. Peltz is a co-trustee); (iii) 964 shares were sold by the Peltz Family Limited Partnership (of which Mr. Peltz is a general partner); (iv) 145,569 shares were sold by each of the Leslie A. May 1998 Trust and the Jonathan P. May 1998 Trust (Mr. Peter May is a co-trustee of both trusts); and (v) 57,385 shares were sold by Mr. Garden. The proceeds received pursuant to the January 2005 Offering by the above-referenced selling stockholders (excluding discounts and commissions to underwriters) was (i) $12,095,800 by Madison West, (ii) $11,626,200 by the Nelson Peltz Children's Trust, (iii) $19,280 by the Peltz Family Limited Partnership, (iv) $2,911,380 by the Leslie A. May 1998 Trust, (v) $2,911,380 by the Jonathan P. May 1998 Trust and (vi) $1,147,700 by Mr. Garden.

Pursuant to the terms of a Restricted Stock Agreement (the “Restricted Stock Agreement”), dated as of October 29, 2004, the Company made a restricted stock award of 90,000 shares of Encore Common Stock owned by it to a then officer of the Company, other than one of the Company's executive officers, who began serving on Encore's board of directors. Such award reduced the Company's then current ownership of Encore Common Stock by 1.2% to 7.2%. The award was to vest over a three-year period from the date of grant, subject to such employee's continued employment with the Company. The officer resigned from the Company in December 2004, but agreed to continue to serve as a director of Encore. In consideration of his continued service as a director of Encore on behalf of the Company, the Restricted Stock Agreement was amended to provide that the remaining unvested portion of the award would not be immediately forfeited, but rather would vest in whole, in part or not at all, on October 29, 2005, in the sole discretion of the Audit Committee and Compensation Committee.

As part of its overall retention efforts, the Company has provided certain of its officers and employees with the opportunity to co-invest in some of the investment opportunities available to the Company. In connection therewith, prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company advanced a portion of the funds for the purchases by certain of its officers and employees in four co-investments, EBT Holding Company, LLC (“EBT”), 280 KPE Holdings, LLC (“280 KPE”), K12 Inc. and 280 BT Holdings LLC (“280 BT”). In connection with these four investments, the Company received notes due the Company in the original face amount of $4,046,000, in the aggregate (of which $1,889,776 was outstanding as of April 1, 2005), of which one-half of the principal amount of these notes (or $944,888 as of April 1, 2005), is non-recourse. The notes bear interest at the prime rate adjusted annually. During 2004, the largest outstanding principal amount owed to the Company by Messrs. Peltz and May pursuant to the notes was $888,888 and $888,888, respectively, in connection with these investments (of which the same amounts remained outstanding as of April 1, 2005). In accordance with the terms of such notes, the non-recourse portion of the note made by Jonathan P. May in favor of the Company related to his investment in 280 BT was forgiven in connection with his resignation in May 2004 from the Company as a Senior Vice President of the Company and Chairman of Arby's. Mr. Jonathan May is the son of Mr. Peter May. In connection with the foregoing, Mr. Jonathan May transferred to Triarc all of his right, title and interest in and to his membership interest in 280 BT. Under the Sarbanes-Oxley Act of 2002, the Company may not make any new loans to its executive officers and the Company's co-investment policy no longer permits loans.

As of January 2, 2005, the Company owned 63.6% of the capital interests and 61.5% of the membership interests in future profits (the “Profit Interests”) in D&C. The remaining economic interests in D&C were owned directly or indirectly by executives of Deerfield, including approximately 24.9% by Mr. Sachs. In connection with the acquisition of D&C, commencing July 22, 2009, the Company will have certain rights to acquire the economic interests of D&C owned by Mr. Sachs and another executive officer of Deerfield, which aggregate 35.5% of the capital interests and 34.3% of the Profit Interests. In addition, commencing July 22, 2007, Mr. Sachs, and another executive officer of Deerfield will have certain rights to require the Company to acquire their economic interests. In each case, the rights are generally exercisable at a price equal to the then current fair market value of those interests and are subject to acceleration under certain circumstances. See “Certain Employment Arrangements with Executive Officers—Gregory H. Sachs” above and Proposal 2 below.

In December 2004, Deerfield Triarc Capital Corp., a newly formed real estate investment trust (the “REIT”) managed and advised by Deerfield, completed a private placement of its common stock. In connection with the private placement, the Company acquired 1,000,000 shares, representing 3.7% of the outstanding shares of the common shares of the REIT and Messrs. Garden, Sachs and Schorr acquired 16,500, 33,500 and 5,000 shares, respectively. Each of the Company and Messrs. Garden, Sachs and Schorr paid $15.00 per share, the same price per share as paid by unaffiliated investors in the private placement. In consideration for providing management and advisory services, Deerfield was granted 403,847 shares of restricted stock of the REIT and options to purchase an additional 1,346,156 shares of stock of the REIT at a price of $15.00 per share.

In connection with the July 2004 acquisition by the Company of its interest in D&C, the Company agreed to invest $100 million in Deerfield Opportunities Fund, LLC, an investment fund managed by Deerfield (the “Opportunities Fund”), and Mr. Sachs, through an affiliate, agreed to invest approximately $4.3 million in the Opportunities Fund. The Opportunities Fund commenced operations in October 2004. At March 31, 2005, the Company owned an aggregate 95.2% direct and indirect interest in the Opportunities Fund and Mr. Sachs owned a 4.1% interest in the Opportunities Fund. In February 2005, the Company withdrew approximately $4.8 million from the Opportunities Fund and effective as of March 1, 2005, such funds were invested in DM Fund, LLC, a newly formed investment fund managed by Deerfield (the “Macro Fund”). Certain executives of Deerfield, including Mr. Sachs who, through an affiliate, invested approximately $200,000, also invested in the Macro Fund. At March 31, 2005, the Company owned a 93.3% indirect interest in the Macro Fund and Mr. Sachs owned a 4.2% indirect interest in the Macro Fund.

Pursuant to his employment agreement, Mr. Sachs is entitled to be reimbursed for certain expenses incurred by him with respect to the use of the Aircraft for business purposes. In 2004, Deerfield reimbursed Mr. Sachs for $198,957 of such expenses. See “Certain Employment Arrangements with Executive Officers—Gregory H. Sachs” above.

Prior to the July 2004 acquisition by the Company of its interest in D&C, certain members of D&C's management, including Mr. Sachs and his affiliates (who invested an aggregate of approximately $1.2 million in three transactions), acquired all or a portion of the equity tranche of securities issued in connection with the formation of certain of the CDOs (collateralized debt obligations) that are currently managed by Deerfield.

Mr. May and the Company's wholly-owned subsidiary, Sybra, Inc., have an interest in a franchisee that owns an Arby's restaurant. That franchisee is a party to a standard Arby's franchise license agreement and pays to Arby's fees and royalty payments that unaffiliated third-party franchisees pay. Mr. May acquired his interest in the franchisee prior to the acquisition by the Company of Sybra in December 2002. Under an arrangement that pre-dated the Sybra acquisition, Mr. May contributed all of the capital in the franchisee and Sybra manages the restaurant for the franchisee. Under the pre-existing arrangement, Sybra agreed to waive its management fee until Mr. May's capital is returned.

At the request of Messrs. Nelson Peltz and Peter May, the Company engaged Andrew Peltz, a son of Nelson Peltz, as investment manager for the deferred bonus accounts established for Messrs. Peltz and May under the Deferral Plan (described above). Under this arrangement, which may be terminated by the Company at any time, the Company pays Andrew Peltz a fee (approximately 1% per annum) based on the value, at the end of each month, of the trusts established with respect to the liabilities to Messrs. Peltz and May pursuant to the Deferral Plan. Messrs. Peltz and May will ultimately bear the cost of such fees ($303,648 with respect to 2004) through a concurrent reduction of their deferred bonus accounts. In addition, since February 1, 2004, the Company has been renting office space on a month to month basis to an affiliate of Andrew Peltz. Such affiliate pays rent (which includes all utilities and other charges) for the space in an amount equal to base rent paid by the Company for such space (approximately $875 per month).

As noted above, in May 2004, Mr. Jonathan P. May, the son of Mr. Peter May, resigned as Senior Vice President of the Company and as Chairman of Arby's. Following his resignation, Mr. May served as a consultant to the Company until December 2004 and received $166,667 in consideration therefor. Additionally, Mr. May received a $200,000 bonus with respect to his services to the Company during fiscal 2004.

During fiscal 2004, the Company made charitable contributions of $75,000 to the Intrepid Museum Foundation, $100,000 to the Prostate Cancer Foundation and $65,000 to the Simon Wiesenthal Center. Mr. Peltz is a trustee of the Intrepid Museum Foundation, a member of the board of directors of the Prostate Cancer Foundation and Co-Chairman of the board of directors of the Simon Wiesenthal Center. During fiscal 2004, the Company also made charitable contributions of $100,000 to the Arby's Foundation and $107,500 to Mount Sinai Hospital. Mr. May is a director of the Arby's Foundation and the Chairman of the Board of Trustees of Mount Sinai Hospital.

4/26/2004 Proxy Information

Mr. Levato served as Executive Vice President and Chief Financial Officer of Triarc Companies, Inc. and certain of its subsidiaries from April 1993 to August 1996.

The Company currently owns approximately 9.1% of the outstanding common stock of Encore Capital Group, Inc. (formerly known as MCM Capital Group, Inc.) ('Encore'). Encore is a financial services company specializing in the collection, restructuring, resale and securitization of receivable portfolios acquired at deep discounts. On January 12, 2000 the Company entered into a guaranty (the 'Note Guaranty') of $10,000,000 principal amount (reduced to $6,698,000 in April 2003) of senior notes maturing 2007 (the 'Encore Notes') issued by Encore to a major financial institution in consideration of a fee of $200,000 and warrants to purchase 100,000 shares of Encore common stock at $.01 per share with an estimated fair value on the date of grant of $305,000. In connection with a public offering by Encore in October 2003, the Company exercised all of such warrants. Encore repaid all of the Encore Notes with proceeds from the public offering and the Note Guaranty has been terminated. Certain officers of the Company, including entities controlled by them and immediate family members, collectively own 24.5% of the outstanding common stock of Encore as of April 1, 2004. In addition to the Note Guaranty, the Company and certain other stockholders of Encore, including certain of the officers of the Company referred to above, on a joint and several basis, entered into guaranties (the 'Bank Guaranties') and certain related agreements to guarantee up to $15,000,000 (reduced to $5,000,000 in April 2003) of revolving credit borrowings of a subsidiary of Encore. The bank line of credit was terminated on October 14, 2003 and the Bank Guaranties have been terminated.

During 2002, the Company, entities affiliated with Messrs. Peltz, Peter May and Jonathan May, certain other officers of the Company, including Messrs. Schorr and Rosen, and other significant stockholders of Encore invested in newly issued convertible preferred stock of Encore (the 'Encore Preferred Stock'). The Company invested $873,000, affiliates of Mr. Peltz invested approximately $936,000, an affiliate of Mr. Peter May invested approximately $210,000 and an affiliate of both Messrs. Peter May and Jonathan May invested approximately $210,000, of the aggregate $5,000,000 of Encore Preferred Stock issued. The $5,000,000 of Encore Preferred Stock issued was convertible into an aggregate of 10,000,000 shares of Encore common stock. Pursuant to an agreement between Encore and the holders of the Encore Preferred Stock, all of the Encore Preferred Stock was converted into 10,000,000 shares of Encore's common stock simultaneously with the closing of the public offering of Encore's common stock on October 1, 2003. The holders of the Encore Preferred Stock were paid accrued dividends to the conversion date in accordance with the terms of the Encore Preferred Stock, but did not pay or receive any other consideration in connection with the conversion. In connection with the Encore public offering, certain selling stockholders, including a subsidiary of the Company, entities affiliated with Messrs. Peltz, Peter May and Jonathan May, and certain officers of the Company, including Mr. Garden and Mr. Schorr, sold an aggregate of 2,750,000 shares of Encore common stock. Pursuant to such sale, before commissions, the Company received $4,169,469, entities affiliated with Mr. Peltz received $4,335,870, entities affiliated with Mr. Peter May (other than the entity affiliated with Mr. Jonathan May) received $1,000,505, the entity affiliated with Mr. Jonathan May received $1,000,505, Mr. Garden received $119,658 and Mr. Schorr received $56,694.

In October 2002, the Company made a restricted stock award of 90,000 shares of Encore Common Stock owned by it to an officer of the Company, other than one of the Company's executive officers, who began serving on Encore's board of directors. Such award reduced the Company's then current ownership of Encore Common Stock by 1.2% to 7.2%. The award vests over a three year period from the date of grant and the first one-third of the grant vested in October 2003.

As part of its overall retention efforts, the Company has provided certain of its officers and employees with the opportunity to co-invest in some of the investment opportunities available to the Company. In connection therewith, prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company advanced a portion of the funds for the purchases by certain of its officers and employees in four co-investments, EBT Holding Company, LLC ('EBT'), 280 KPE Holdings, LLC ('280 KPE'), K12 Inc. and 280 BT Holdings LLC. In connection with these four investments, the Company received notes due the Company in the original face amount of $4,046,000, in the aggregate (of which $1,959,776 was outstanding as of April 1, 2004), of which one-half of the principal amount of these notes (or $979,888 as of April 1, 2004), is non-recourse. The notes bear interest at the prime rate adjusted annually. During 2003, the largest outstanding principal amount owed to the Company by Messrs. Peltz, Peter May and Schorr pursuant to the notes was $1,069,866, $979,377 and $60,108, respectively, in connection with these investments (of which $888,888, $888,888 and $40,000, respectively, was outstanding as of April 1, 2004). In March 2002, the loans related to the investment in 280 KPE became due. In accordance with the terms of such notes, each of the executives repaid, in full, the recourse portion of such executive's note (plus interest thereon) and the non-recourse portion of such notes (approximately $72,352 for Mr. Peltz, $36,176 for Mr. May and $10,853 for Mr. Schorr) were forgiven. In addition, in March 2003, the loans related to the investment in EBT became due. In accordance with the terms of such notes, each of the executives repaid, in full, the recourse portion of such executive's note (plus interest thereon) and the non-recourse portion of such notes (approximately $90,489 for Mr. Peltz, $45,245 for Mr. May and $10,054 for Mr. Schorr) were forgiven. In connection with the foregoing, each of the executives transferred to Triarc all of their right, title and interest in and to of such executive's membership interest in 280 KPE (67.11% of such interest, in the case of Messrs. Peltz and May) and 100% of such executive's membership interest in EBT. Under the Sarbanes-Oxley Act of 2002, the Company may not make any new loans to its executive officers and the Company's co-investment policy no longer permits loans.

In connection with the court-approved settlement of the Malekan litigation, described in 'Item 3. Legal Proceedings' in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, Messrs. Peltz and May delivered a Promissory Note in the aggregate principal amount of $5,000,000, dated as of April 1, 2000. The third and final installment of the note was repaid in full by Messrs. Peltz and May on March 31, 2003.

Mr. Peter May and the Company's wholly-owned subsidiary, Sybra, Inc., have an interest in a franchisee that owns an Arby's restaurant. That franchisee is a party to a standard Arby's franchise license agreement and pays to Arby's fees and royalty payments that unaffiliated third-party franchisees pay. Mr. May acquired his interest in the franchisee prior to the acquisition by the Company of Sybra in December 2002. Under an arrangement that pre-dated the Sybra acquisition, Mr. May contributed all of the capital in the franchisee and Sybra manages the restaurant for the franchisee. Under the pre-existing arrangement, Sybra agreed to waive its management fee until Mr. May's capital is returned.

Andrew Peltz, a son of the Company's Chairman and Chief Executive Officer, was employed by the Company from January 18, 1999 to March 31, 2003, most recently as the Company's Vice President -- Investment Services. Mr. Peltz was paid an aggregate salary and bonus of $112,500 for his services during fiscal 2003. Such aggregate cash compensation was approved by the Compensation Committee. In addition, at the request of Messrs. Nelson Peltz and Peter May, the Company has engaged Mr. Peltz as investment manager for the deferred bonus accounts established for Nelson Peltz and Peter May under the Deferral Plan (described above). Under this arrangement, which may be terminated by the Company at any time, the Company pays Mr. Peltz a fee (approximately 1% per annum) based on the value, at the end of each month, of the trusts established with respect to the liabilities to Mr. Nelson Peltz and Mr. May pursuant to the Deferral Plan.Messrs. Peltz and May will ultimately bear the cost of such fees ($210,999 with respect to 2003) through a concurrent reduction of their deferred bonus accounts. In addition, since February 1, 2004, the Company has been renting office space on a month to month basis to an affiliate of Andrew Peltz. Such affiliate pays rent (which includes all utilities and other charges) for the space in an amount equal to base rent paid by the Company for such space (approximately $875 per month). Mr. Edward Garden, a son-in-law of the Company's Chairman and Chief Executive Officer, is an Executive Vice President of Triarc. Mr. Garden commenced his employment with the Company on July 1, 2003 and received an aggregate base salary and bonus of $525,000 for his services during fiscal 2003. Mr. Garden also was awarded options to acquire 150,000 shares of Class B Common Stock. Such aggregate cash compensation was approved by the Compensation Committee and the stock option award was approved by the Performance Committee.

During fiscal 2003, the Company made a charitable contribution of $100,000 to the Intrepid Museum Foundation 'Fallen Heroes Fund.' Mr. Peltz is a trustee of the Intrepid Museum Foundation.

4/28/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.