According to the Company’s FORM 10-K For The Fiscal Year Ended December 29, 2002, on November 16, 2001, the defendants moved for summary judgment dismissing the action in its entirety, and the plaintiff moved to certify a class consisting of all persons or entities who held stock in Triarc as of March 10, 1999 and allegedly suffered damages thereby. On October 17, 2002, the court denied the plaintiff's motion for class certification and granted the defendants' motion for summary judgment, and subsequently entered judgment dismissing the case. On November 21, 2002, plaintiff filed a notice of appeal to the United States Court of Appeals for the Second Circuit. On February 28, 2003, the plaintiff withdrew his appeal.
As summarized by the same SEC filing, in an amended complaint filed in April 2000, Mr. Salsitz purported to assert a claim for alleged violation of Section 14(e) of the Securities Exchange Act of 1934, as amended, on behalf of all persons who held the Company's stock as of March 10, 1999. The amended complaint alleged that the Company's tender offer statement in connection with the 1999 'Dutch Auction' self-tender offer was materially false and misleading in that, among other things, it failed to disclose alleged recent valuations of Triarc.
The original complaint alleges that defendants Triarc Companies, Inc. and certain of its officers violated the federal securities laws (Section 14(e) of the Securities Exchange Act of 1934) by misrepresenting or failing to disclose material information about the valuation of Triarc that demonstrated that the recently announced dutch-auction tender offer for $16.25 to $18.25 per share was inadequate consideration and not in the best interests of Triarc shareholders.