SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20
549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 28)*
WENDY’S/ARBY’S
GROUP, INC. (formerly TRIARC COMPANIES, INC.)
(Name of
Issuer)
CLASS
A COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of
Class of Securities)
(CUSIP
Number)
|
PETER
W. MAY
280
PARK AVENUE
NEW
YORK, NEW YORK 10017
TEL.
NO.: (212) 451-3000
|
BRIAN
L. SCHORR, ESQ.
CHIEF
LEGAL OFFICER
TRIAN
FUND MANAGEMENT, L.P.
280
PARK AVENUE, 41
st
FLOOR
NEW
YORK, NEW YORK 10017
TEL.
NO.:(212) 451-3000
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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-7 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).
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NELSON
PELTZ
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
Not
applicable
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
51,418,412
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
15,900,439
(Class A Common Stock)
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
51,418,412
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.01%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PETER
W. MAY
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
Not
applicable
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
51,550,512
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
8,218,971
(Class A Common Stock)
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
51,550,512
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.04%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD
P. GARDEN
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
Not
Applicable
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
196,003
(Class A Common Stock)
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
196,003
(Class A Common Stock)
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
27,423,755
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.87%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Fund Management, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454182
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
27,227,752
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Fund Management GP, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454087
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
27,227,752
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners GP, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453775
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
27,227,752
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners General Partner, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453595
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
27,227,752
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
27,227,752
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453988
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
6,430,910
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
6,430,910
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
6,430,910
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.38%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Master Fund, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0468601
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
20,064,054
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
20,064,054
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
20,064,054
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.30%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund I, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694154
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
576,776
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
576,776
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
576,776
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund I General Partner, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694293
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
576,776
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
576,776
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
576,776
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund II, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0763105
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
130,691
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
130,691
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
130,691
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund II GP, L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0763102
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
130,691
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
130,691
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
130,691
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587
105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Parallel Fund II General Partner, LLC
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0763099
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
130,691
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
130,691
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
130,691
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15, 2008.
Class A
Common Stock: CUSIP No. 950587 105
|
1
|
NAME
OF REPORTING PERSON
Trian
Partners Master Fund (Non-ERISA), L.P.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0471467
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
[_]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER (See Item 5)
0
|
|
|
8
|
SHARED
VOTING POWER (See Item 5)
25,321
(Class A Common Stock)
|
|
|
9
|
SOLE
DISPOSITIVE POWER (See Item 5)
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER (See Item 5)
25,321
(Class A Common Stock)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5)
25,321
(Class A Common Stock)
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[_]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
(Class A Common Stock)
*
|
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
*
This
percentage is calculated based on the pro forma calculation of 466,914,000
shares of Class A Common Stock outstanding as of June 29, 2008, as reported
in the Company’s Form S-4/A, filed on August 15,
2008.
Class A
Common Stock: CUSIP No. 950587 105
AMENDMENT
NO. 28 TO SCHEDULE 13D
This Amendment No. 28 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, as
amended by Amendment No. 14 dated September 24, 2003, as amended by
Amendment No. 15 dated December 4, 2003, as amended by Amendment
No. 16 dated January 15, 2004, as amended by Amendment No. 17 dated
April 20, 2004, as amended by Amendment No. 18 dated June 29, 2004, as
amended by Amendment No. 19 dated July 23, 2004, as amended by Amendment
No. 20 dated May 23, 2005, as amended by Amendment No. 21 dated
January 6, 2006, as amended by Amendment No. 22 dated February 23, 2006, as
amended by Amendment No. 23 dated December 26, 2006, as amended by Amendment No.
24 dated April 23, 2008, as amended by Amendment No. 25 dated September 16, 2008
(“
Amendment
25
”), as amended by Amendment No. 26 dated September 23, 2008 (“
Amendment 26
”), and
as amended by Amendment No. 27 dated September 25, 2008 (“
Amendment 27
”) (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, of Triarc
(through September 29, 2008, the date of the closing of the acquisition of
Wendy’s described in Item 4) and of the Company (as defined below) for periods
commencing on or after September 30, 2008 (the “
Class A Common
Stock
”), and, for periods prior to September 30, 2008, the Class B
Common Stock, Series 1, par value $.10 per share, of Triarc (the “
Class B Common
Stock
”), of Wendy’s/Arby’s Group, Inc. (formerly known as 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
Nos. 14 through 27, all references in the Statement to “Common Stock” shall be
deemed to refer to the Class A Common Stock of Triarc through September 29,
2008, the date of the closing of the acquisition of Wendy’s (see Item
4).
Items 2,
3, 4, 5 and 7 of the Statement are hereby amended and supplemented as
follows:
Item
2. Identity and Background
Item 2 is
amended by deleting Item 2 of Amendment 25 and replacing it with the
following:
The
persons filing this Statement are Trian Partners GP, L.P., a Delaware limited
partnership (“Trian GP”), Trian Partners General Partner, LLC, a Delaware
limited liability company (“Trian GP LLC”), Trian Partners, L.P., a Delaware
limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a
Cayman Islands limited partnership (“Trian Master Fund”), Trian Partners
Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian
Partners Parallel Fund I General Partner, LLC, a Delaware limited liability
company (“Parallel Fund I GP”), Trian Partners Parallel Fund II, L.P., a
Delaware limited partnership ("Parallel Fund II"), Trian Partners Parallel Fund
II GP, L.P., a Delaware limited partnership ("Parallel Fund II GP"), Trian
Partners Parallel Fund II General Partner, LLC, a Delaware limited liability
company ("Parallel Fund II LLC"), Trian Partners Master Fund (Non-ERISA), L.P.,
a Cayman Islands limited partnership (“Trian Non-ERISA Fund”), Trian Fund
Management, L.P., a Delaware limited partnership (“Trian Management”), Trian
Fund Management GP, LLC, a Delaware limited liability company (“Trian Management
GP”, and together with the foregoing, the “Trian Entities”), Nelson Peltz, a
citizen of the United States of America, Peter W. May, a citizen of the United
States of America, Edward P. Garden, a citizen of the United States of America
(the Trian Entities and Messrs. Peltz, May and Garden are sometimes
hereinafter referred to collectively as the “Filing Persons”).
The
principal business address and the address of the principal office of each of
the Filing Persons is 280 Park Avenue, 41
st
Floor,
New York, New York 10017. The Filing Persons have entered into a
Joint Filing Agreement dated October 1, 2008, a copy of which is attached hereto
as Exhibit 36.
Trian GP
LLC, is the general partner of Trian GP, which is the general partner of the
Trian Onshore, Trian Master Fund and Trian Non-ERISA Fund. Parallel
Fund I GP is the general partner of Parallel Fund I. Parallel Fund II
LLC is the general partner of Parallel Fund II GP. Parallel Fund II GP is the
general partner of Parallel Fund II. Trian Management GP is the
general partner of Trian Management, which serves as (i) the management
company for Trian Onshore, Trian Master Fund, Trian Non-ERISA Fund, Parallel
Fund I and Parallel Fund II and (ii) the investment manager for a separate
account owned by TCMG-MA, LLC (the “Separate Account”), an indirect subsidiary
of the Company. Trian Management has full discretion and authority to
make all investment and voting decisions in respect of the Separate
Account. Each of Parallel Fund II LLC, Trian GP LLC, Parallel Fund GP
and Trian Management GP are owned and controlled by Nelson Peltz, a citizen of
the United States of America, Peter W. May, a citizen of the United States of
America, and Edward P. Garden, a citizen of the United States of America, who
therefore are in a position to determine the investment and voting decisions
made by Trian Onshore, Trian GP, Trian GP LLC, Trian Master Fund, Trian
Non-ERISA Fund, Parallel Fund I, Parallel Fund I GP, Trian Management, Parallel
Fund II GP, Parallel Fund II LLC, Parallel Fund II and Trian Management
GP.
Each of
Trian Onshore, Trian Master Fund, Trian Non-ERISA Fund, Parallel Fund II GP,
Trian GP, Parallel Fund I and Parallel Fund II is primarily engaged in the
business of investing in securities. Trian GP LLC is primarily
engaged in the business of serving as the general partner of Trian
GP. Parallel Fund I GP is primarily engaged in the business of
serving as the general partner of Parallel Fund I. Parallel Fund II LLC is
primarily engaged in the business of serving as general partner of Parallel Fund
II GP. Parallel Fund II GP is primarily engaged in the business of serving as
the general partner of Parallel Fund II. Trian Management is primarily engaged
in the business of serving as a management company for certain of the Trian
Entities and as investment manager for the Separate Account. Trian
Management GP is primarily engaged in the business of serving as the general
partner of Trian Management. Nelson Peltz’s present principal
occupation or employment is (i) serving as Chief Executive Officer and a
founding partner of Trian Management and, as such, managing the investments of
Trian GP, Trian Onshore, Trian Master Fund, Trian Non-ERISA Fund, Parallel Fund
I, Parallel Fund II, and the Separate Account, (ii) serving as Chairman and
a director of the Company and (iii) serving as Chairman of Trian Acquisition I
Corp. (“Trian Acquisition”). Peter W. May’s present principal
occupation or employment is (i) serving as President and a founding partner
of Trian Management and, as such, managing the investments of the Trian GP,
Trian Onshore, Trian Master Fund, Trian Non-ERISA Fund, Parallel Fund I,
Parallel Fund II, and the Separate Account, (ii) serving as Vice Chairman
and a director of the Company and (iii) serving as Vice Chairman and a director
of Trian Acquisition. Edward P. Garden’s present principal occupation
or employment is (i) serving as Portfolio Manager and a founding partner of
Trian Management and, as such, managing the investments of the Trian GP, Trian
Onshore, Trian Master Fund, Trian Non-ERISA Fund, Parallel Fund I, Parallel Fund
II, and the Separate Account, (ii) serving as a director of the Company and
(iii) serving as President, Chief Executive Officer and a director of Trian
Acquisition.
No member
of any of the Filing Persons nor any manager, director or executive officer of
any of the Filing Persons, has, during the past five years, (a) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting, or mandating activities subject to, Federal or State securities
laws or a finding of any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
During
the period from September 25, 2008 through September 29, 2008, Trian Onshore and
Trian Master Fund have purchased an aggregate of 485,000 shares of Class A
Common Stock and 878,559 shares of Class B Common Stock. As of 4:00
p.m., New York City time, on September 29, 2008 the aggregate purchase price of
such shares of Class A Common Stock was $2,419,974 and the aggregate purchase
price of such shares of Class B Common Stock was $4,355,555. The
source of the funding for the purchase of these shares of Class A Common Stock
and Class B Common Stock was the respective general working capital of the
purchasers.
On
September 29, 2008, each of Messrs. Peltz, May and Garden, in their capacities
as directors of the Company, received 1,378 shares of Class A Common Stock in
lieu of Board of Directors retainer fees that would otherwise be payable in cash
pursuant to the terms of the Company’s Amended and Restated 2002 Equity
Participation Plan.
Since
September 16, 2008, the Trian Entities purchased an aggregate of 800,000 shares
of common stock of Wendy’s. As of 4:00 p.m., New York City time, on
September 29, 2008 the aggregate purchase price of such shares of Wendy’s common
stock was $17,208,660. The source of the funding for the purchase of
these shares of Wendy’s common stock was the respective general working capital
of the purchasers.
Item
4. Purpose of the Transaction.
On
September 29, 2008, the Company completed the acquisition of Wendy’s pursuant to
the terms of the Merger Agreement and, as a result of a merger of Wendy’s and a
wholly-owned subsidiary of Triarc in which Wendy’s was the surviving corporation
(the “Merger”) Wendy’s is now a wholly-owned subsidiary of the
Company. As a result of the merger, each outstanding share of common
stock of Wendy’s at the time of the merger was converted into 4.25 shares of
fully paid and non-assessable shares of Class A Common Stock. In
addition, as approved by the stockholders of Triarc, following the Merger each
outstanding share of Class B Common Stock was converted into one share of Class
A Common Stock (the “Class B Conversion”).
Class A
Common Stock: CUSIP No. 950587 105
Item
5. Interest in Securities of the Issuer
(1) Part
(a) through (c) of Item 5 is amended by deleting (i) the eleventh through
twenty-fourth paragraphs thereof and replacing them with the
following:
Mr. Peltz
directly owns and has the sole power to dispose of and the shared power to vote
15,900,439 shares of Class A Common Stock. Mr. May directly owns and
has the sole power to dispose of and the shared power to vote 8,218,971 shares
of Class A Common Stock. Mr. Garden directly owns and has the sole
power to dispose of and vote 196,003 shares of Class A Common Stock
The Peltz
L.P. is the beneficial owner of 70,650 shares of Class A Common
Stock. The general partner of the Peltz L.P. is a limited liability
company of which Claudia Peltz, Mr. Peltz's wife, is the sole
member. In addition, Mr. Peltz's minor children are the beneficial
owners of 600 shares of Class A Common Stock. Mr. Peltz may be deemed
to beneficially own the shares of Class A Common Stock owned by the Peltz L.P.
and his minor children. Mr. Peltz disclaims beneficial ownership of
such shares.
The May
Family Foundation is the beneficial owner of 203,350 shares of Class A Common
Stock. Mr. and Mrs. May and their two adult children serve as the directors of
the May Family Foundation. Mr. May may be deemed to beneficially own
the shares of Class A Common Stock owned by the May Family
Foundation. Mr. May disclaims beneficial ownership of such
shares.
Pursuant
to the Voting Agreement, Mr. Peltz may also be deemed to share voting power (but
has no dispositive power) with respect to 8,218,971 shares of the Class A Common
Stock beneficially owned by Mr. May (excluding shares beneficially owned by the
May Family Foundation), and Mr. May may also be deemed to share voting power
(but has no dispositive power) with respect to 15,900,439 shares of the Class A
Common Stock beneficially owned by Mr. Peltz (excluding shares beneficially
owned by the Peltz L.P. and Mr. Peltz's minor children). Accordingly, Mr.
Peltz may be deemed to beneficially own such shares of Class A Common Stock
beneficially owned by Mr. May, and Mr. May may be deemed to beneficially own
such shares of Class A Common Stock beneficially owned by Mr.
Peltz.
Trian
Onshore directly owns 6,430,910 shares of Class A Common Stock, Trian
Master Fund directly owns 20,064,054 shares of Class A Common Stock,
Parallel Fund I directly owns 576,776 shares of Class A Common Stock,
Parallel Fund II directly owns 130,691 shares of Class A Common Stock
and Trian Non-ERISA Fund directly owns 25,321 shares of Class A Common
Stock,. Mr. Peltz and Mr. May and Mr. Garden, by virtue of their
relationships to Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel
Fund II, Trian Non-ERISA Fund, Trian GP and Trian GP LLC (discussed in Item 2),
may be deemed to have shared voting power and shared dispositive power with
regard to, and therefore may be deemed to beneficially own the shares of Class A
Common Stock owned by Trian Onshore, Trian Master Fund, Parallel Fund I,
Parallel Fund II, Trian Non-ERISA Fund, Trian GP and Trian GP
LLC. Mr. Peltz, Mr. May and Mr. Garden disclaim beneficial ownership
of such shares.
As a
result, Mr. Peltz may be deemed to beneficially own an aggregate of
51,418,412 shares of Class A Common Stock (including shares of Class A
Common Stock beneficially owned by Mr. May, the Peltz L.P. Mr. Peltz's minor
children, Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II
and Trian Non-ERISA Fund, but excluding shares beneficially owned by the May
Family Foundation), representing approximately 11.01% of the outstanding shares
of Class A Common Stock. In addition, Mr. May may be deemed to
beneficially own an aggregate of 51,550,512 shares of Class A Common Stock
(including shares of Class A Common Stock beneficially owned by the May Family
Foundation, Mr. Peltz, Trian Onshore, Trian Master Fund, Parallel Fund I,
Parallel Fund II and Trian Non-ERISA Fund, but excluding shares beneficially
owned by the Peltz L.P. and Mr. Peltz's minor children), representing
approximately 11.04% of the outstanding shares of Class A Common Stock. Mr.
Garden may be deemed to beneficially own an aggregate of 27,423,755 shares of
Class A Common Stock (including shares of Class A Common Stock beneficially
owned by Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II and
Trian Non-ERISA Fund), representing approximately 5.87% of the outstanding
shares of Class A Common Stock.
(2) Item
5 of the Statement is hereby amended and supplemented by deleting Parts (a) and
(b) of Item 5 of Amendment 27 and replacing them with the
following:
(a) As
of 4:00 p.m., New York City time, on September 29, 2008, the Filing Persons
beneficially owned, in the aggregate, 51,623,140 shares of Class A Common Stock,
representing approximately 11.06% of the outstanding Class A Common Stock (based
upon the pro forma calculation of 466,914,000 shares of Class A Common
Stock outstanding as of June 29, 2008, as reported in the Company’s Form S-4/A,
filed on August 15, 2008).
(b) Each
of Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II and Trian
Non-ERISA Fund beneficially and directly owns and has sole voting power and sole
dispositive power with regard to 6,430,910, 20,064,054, 576,776, 130,691 and
25,321 shares of Class A Common Stock, respectively, in each case except to the
extent that other Filing Persons as described in the Statement may be deemed to
have shared voting power and shared dispositive power with regard to such
shares.
Each of
Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz,
Peter W. May and Edward P. Garden, by virtue of their relationships to Trian
Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II and Trian
Non-ERISA Fund (discussed in Item 2), may be deemed to have shared voting power
and shared dispositive power with regard to, and therefore may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act), all of
the shares of Class A Common Stock that Trian Onshore, Trian Master Fund,
Parallel Fund I, Parallel Fund II and Trian Non-ERISA Fund directly and
beneficially own. Each of Trian GP, Trian GP LLC, Trian Management,
Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims
beneficial ownership of such shares for all other purposes. Each of
Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May
and Edward P. Garden, by virtue of their relationships to Trian GP (discussed in
Item 2), may be deemed to have shared voting power and shared dispositive power
with regard to, and therefore may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act), all of the shares of Class A Common Stock
that Trian GP directly and beneficially owns. Each of Trian GP LLC,
Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P.
Garden disclaims beneficial ownership of such shares for all other
purposes. Each of Trian Management, Trian Management GP, Nelson
Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to
Trian GP LLC (discussed in Item 2), may be deemed to have shared voting power
and shared dispositive power with regard to, and therefore may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act), all of
the shares of Class A Common Stock that Trian GP LLC directly and beneficially
owns. Each of Trian Management, Trian Management GP, Nelson Peltz,
Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares
for all other purposes.
(3) Item
5 of the Statement is amended and supplemented by the following:
(c)
Except as set forth below, the following tables set forth all transactions
by any of the Filing Persons with respect to the shares of Class A Common Stock,
Class B Common Stock and common stock of Wendy’s effected since the filing of
Amendment 27, in the case of the Class A Common Stock and Class B Common Stock,
and since the filing by the Filing Persons on September 16, 2008 of Amendment
No. 15 to Schedule 13D with respect to the common stock of Wendy’s, in the case
of the Wendy’s common stock, inclusive of the transactions effected through 4:00
pm, New York City time, on September 29, 2008. All such transactions
were effected in the open market and the tables include commissions paid in per
share prices.
Class A Common
Stock
|
Name
|
Date
|
No.
of Shares
|
Price
Per
Share ($)
|
Transaction
Type
|
|
|
|
|
|
|
|
Trian Onshore
|
9/25/2008
|
47,330
|
5.2721
|
Purchase
|
|
Trian
Onshore
|
9/26/2008
|
16,990
|
5.2702
|
Purchase
|
|
Trian
Onshore
|
9/29/2008
|
53,399
|
4.6500
|
Purchase
|
|
|
|
|
|
|
|
Trian
Master Fund
|
9/25/2008
|
147,670
|
5.2721
|
Purchase
|
|
Trian
Master Fund
|
9/26/2008
|
53,010
|
5.2702
|
Purchase
|
|
Trian
Master Fund
|
9/29/2008
|
166,601
|
4.6500
|
Purchase
|
|
|
|
|
|
|
Class B Common
Stock
|
Name
|
Date
|
No.
of Shares
|
Price
Per
Share ($)
|
Transaction
Type
|
|
|
|
|
|
|
|
Trian
Onshore
|
9/25/2008
|
77,321
|
5.2662
|
Purchase
|
|
Trian
Onshore
|
9/26/2008
|
24,272
|
5.2746
|
Purchase
|
|
Trian
Onshore
|
9/29/2008
|
111,652
|
4.6750
|
Purchase
|
|
|
|
|
|
|
|
Trian
Master Fund
|
9/25/2008
|
241,238
|
5.2662
|
Purchase
|
|
Trian
Master Fund
|
9/26/2008
|
75,728
|
5.2746
|
Purchase
|
|
Trian
Master Fund
|
9/29/2008
|
348,348
|
4.6750
|
Purchase
|
|
|
|
|
|
|
Class A
Common Stock: CUSIP No. 950587 105
Wendy’s Common
Stock
|
Name
|
Date
|
No.
of Shares
|
Price
Per
Share ($)
|
Transaction
Type
|
|
|
|
|
|
|
|
Trian
Onshore
|
9/17/2008
|
145,633
|
21.6091
|
Purchase
|
|
Trian
Onshore
|
9/18/2008
|
48,544
|
21.2160
|
Purchase
|
|
|
|
|
|
|
|
Trian
Master Fund
|
9/17/2008
|
454,367
|
21.6091
|
Purchase
|
|
Trian
Master Fund
|
9/18/2008
|
151,456
|
21.2160
|
Purchase
|
|
|
|
|
|
|
On
September 29, 2008, each of Messrs. Peltz, May and Garden received 1,378 shares
of Class A Common Stock in lieu of Board of Directors retainer fees that would
otherwise be payable in cash, which shares were deemed to be acquired at a price
of $5.44 per share in accordance with the terms of the Company’s Amended and
Restated 2002 Equity Participation Plan (discussed in Item 3).
As a
result of the Merger, on September 29, 2008 1,278,021 shares of Wendy’s common
stock owned by Trian Onshore were converted into 5,431,589 shares of Class A
Common Stock, 3,987,345 shares of Wendy’s common stock owned by Trian Master
Fund were converted into 16,946,216 shares of Class A Common Stock, 135,712
shares of Wendy’s common stock owned by Parallel Fund I were converted into
576,776 shares of Class A Common Stock, 30,751 shares of Wendy’s common stock
owned by Parallel Fund II were converted into 130,691 shares of Class A Common
Stock, and 5,958 shares of Wendy’s common stock owned by Trian Non-ERISA Fund
were converted into 25,321 shares of Class A Common Stock.
In
addition, in connection with the Class B Conversion, on September 29, 2008, each
of the 8,918,689 shares of Class B Common Stock owned by Mr. Peltz, the 238,915
shares of Class B Common Stock owned by the Peltz Family Foundation, the 47,100
shares of Class B Common Stock owned by the Peltz L.P., the 400 shares of Class
B Common Stock owned by Mr. Peltz’s minor children, the 4,612,945 shares of
Class B Common Stock owned by Mr. May, the 75,550 shares of Class B Common Stock
owned by the May Family Foundation, the 194,370 shares of Class B Common Stock
owned by Mr. Garden, the 651,988 shares of Class B Common Stock owned by Trian
Onshore and the 2,034,171 shares of Class B Common Stock owned by Trian Master
Fund, were converted into a like number of shares of Class A Common
Stock.
Class A
Common Stock: CUSIP No. 950587 105
Item
7. Material to be Filed as Exhibits
The
following document is included in this Statement as an exhibit
thereto:
36. Joint
Filing Agreement of the Filing Persons.
Class A
Common Stock: CUSIP No. 950587 105
SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
October 1, 2008
TRIAN
PARTNERS GP, L.P.
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS GENERAL PARTNER, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS, L.P.
By: Trian
Partners GP, L.P., its general partner
By: Trian
Partners General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS MASTER FUND, L.P.
By: Trian
Partners GP, L.P., its general partner
By: Trian
Partners General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND I, L.P.
By: Trian
Partners Parallel Fund I General Partner LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND II, L.P.
By: Trian
Partners Parallel Fund II GP, L.P., its general partner
By: Trian
Partners Parallel Fund II General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND II GP, L.P.
By: Trian
Partners Parallel Fund II General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS MASTER FUND (NON-ERISA), L.P.
By: Trian
Partners GP, L.P., its general partner
By: Trian
Partners General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
FUND MANAGEMENT, L.P.
By: Trian
Fund Management GP, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
FUND MANAGEMENT GP, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
/s/NELSON
PELTZ
Nelson
Peltz
/s/PETER W.
MAY
Peter
W. May
/s/EDWARD P.
GARDEN
Edward
P. Garden
Class A
Common Stock: CUSIP No. 950587 105
EXHIBIT
INDEX
|
|
|
|
|
1
|
Stock
Purchase Agreement dated as of October 1, 1992 by and between the
Purchaser, Posner, Posner Trust and Security Management.
|
Filed
with Original Statement
|
|
2
|
Exchange
Agreement dated as of October 12, 1992 between the Company and Security
Management.
|
Filed
with Original Statement
|
|
3
|
Agreement
dated as of October 1, 1992 between the Company and the
Purchaser.
|
Filed
with Original Statement
|
|
4
|
Agreement
of Limited Partnership of the Purchaser dated as of September 25,
1992.
|
Filed
with Original 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 and between the Purchaser and
William A. Ehrman, individually and derivatively on behalf of
SEPSCO.
|
Filed
with Amendment No. 2
|
|
7
|
Letter
dated January 25, 1993 from Steven Posner to the Purchaser Filed with
Amendment (including proposed terms and conditions of Consulting Agreement
to be No. 2 entered into between the Company and Steven
Posner).
|
Filed
with Amendment No. 2
|
|
8
|
Undertaking
and Agreement, dated February 9, 1993, executed by the
Purchaser.
|
Filed
with Amendment No. 3
|
|
9
|
Amendment
No. 3 dated as of April 14, 1993 to Agreement of Limited Partnership
of the Purchaser.
|
Filed
with 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, between the Purchaser
and Citibank.
|
Filed
with Amendment No. 5
|
|
13
|
Custodial
Loan Documents.
|
Filed
with Amendment No. 5
|
|
14
|
Agreement,
dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon
Kalvaria.
|
Filed
with Amendment No. 6
|
|
15
|
Amended
and Restated Pledge and Security Agreement, dated as of July 25, 1994
between the Purchaser and Citibank.
|
Filed
with Amendment No. 6
|
|
16
|
Amendment
No. 1 dated as of November 15, 1992 to Agreement of Limited
Partnership of the Purchaser.
|
Filed
with Amendment No. 7
|
|
17
|
Amendment
No. 2 dated as of March 1, 1993 to Agreement of Limited Partnership
of the Purchaser.
|
Filed
with Amendment No. 7
|
|
18
|
Amendment
No. 4 dated a January 1, 1995 to Agreement of Limited Partnership of
the Purchaser.
|
Filed
with Amendment No. 7
|
|
19
|
Amendment
No. 5 dated as of January 1, 1996 to Agreement of Limited Partnership
of the Purchaser.
|
Filed
with Amendment No. 7
|
|
20
|
BOA
Loan documents, as amended (Exhibits and Schedules
omitted).
|
Filed
with Amendment No. 22
|
|
21
|
Letter,
dated October 12, 1998, from Messrs. Nelson Peltz and Peter W. May to the
Company.
|
Filed
with 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 Messrs. Nelson Peltz and Peter
W. May.
|
Filed
with 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 of the Purchaser, amended
and restated as of November 11, 2002.
|
Filed
with Amendment No. 11
|
|
26
|
Pledge
Agreement dated April 2, 2001, made by Peltz Family Limited Partnership,
in favor of Bank of America, N.A.
|
Filed
with Amendment No. 13
|
|
27
|
Pledge
and Security Agreement dated April 2, 2003, made by Peter W. May, in favor
of Bank of America, N.A. (Schedule II omitted).
|
Filed
with Amendment No. 13
|
|
28
|
Voting
Agreement, dated June 26, 2004, by and among Messrs. Nelson Peltz, Peter
W. May and Gregory H. Sachs.
|
Filed
with Amendment No. 18
|
|
29
|
Voting
Agreement dated July 23, 2004, between Messrs. Nelson Peltz and Peter W.
May.
|
Filed
with Amendment No. 19
|
|
30
|
Pledge
and Security Agreement dated July 23, 2004, made by Nelson Peltz, in favor
of Bank of America, N.A., as amended (Schedule I
omitted).
|
Filed
with Amendment No. 22
|
|
31
|
Amendment
No. 1 to Pledge and Security Agreement dated July 23, 2004, made by
Peter W. May, in favor of Bank of America, N.A.
|
Filed
with Amendment No. 19
|
|
32
|
Agreement
and Plan of Merger, dated April 23, 2008, by and among Triarc, Wendy’s and
Green Merger Sub.
|
Incorporated
by reference to Exhibit 2.1 to the Company’s current report on Form 8-K
filed with the Securities and Exchange Commission on April 29,
2008.
|
|
33
|
Voting
Agreement, dated as of April 23, 2008, by and among the Company, Nelson
Peltz and Peter W. May.
|
Incorporated
by reference to Exhibit 99.1 to the Company’s current report on Form 8-K
filed with the Securities and Exchange Commission on April 29,
2008.
|
|
34
|
Joint
Filing Agreement of the Filing Persons.
|
Filed
with Amendment No. 25.
|
|
35
|
Amended
and Restated Voting Agreement, dated as of August 14, 2008, by and among
the Company, Nelson Peltz and Peter W. May
.
|
Incorporated
by reference to Annex J to the Company's
Prospectus filed
pursuant to Rule 424(b)(3) with the Securities and Exchange
Commission on August 20, 2008.
|
|
36
|
Joint
Filing Agreement of the Filing Persons.
|
Filed
herewith.
|
Class A
Common Stock: CUSIP No. 950587 105
EXHIBIT
36
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the Common Shares of Wendy’s/Arby’s Group, Inc. and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed this
Joint Filing Agreement this 1st day of October 2008.
TRIAN
PARTNERS GP, L.P.
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS GENERAL PARTNER, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS, L.P.
By: Trian
Partners GP, L.P., its general partner
By: Trian
Partners General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS MASTER FUND, L.P.
By: Trian
Partners GP, L.P., its general partner
By: Trian
Partners General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND I, L.P.
By: Trian
Partners Parallel Fund I General Partner LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND II, L.P.
By: Trian
Partners Parallel Fund II GP, L.P., its general partner
By: Trian
Partners Parallel Fund II General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND II GP, L.P.
By: Trian
Partners Parallel Fund II General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
PARTNERS MASTER FUND (NON-ERISA), L.P.
By: Trian
Partners GP, L.P., its general partner
By: Trian
Partners General Partner, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
FUND MANAGEMENT, L.P.
By: Trian
Fund Management GP, LLC, its general partner
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
TRIAN
FUND MANAGEMENT GP, LLC
By:
/s/EDWARD P.
GARDEN
Name:
Edward P. Garden
Title:
Member
/s/NELSON
PELTZ
Nelson
Peltz
/s/PETER W.
MAY
Peter W.
May
/s/EDWARD P.
GARDEN
Edward
P. Garden