425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2008

WENDY’S INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Ohio	001-08116	31-0785108
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

P.O. Box 256
4288 West Dublin-Granville Road
Dublin, Ohio	43017
(Address of Principal Executive Offices)	(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) & (e)

     On July 25, 2008, Triarc Companies, Inc. (“Triarc”) entered into a consulting and employment agreement (the “Agreement”) with J. David Karam. The Agreement contemplates that Mr. Karam, 50, will initially provide special consulting services relating primarily to the integration of businesses of Triarc and Wendy’s International, Inc. (“Wendy’s”) in advance of the consummation of the pending merger by and among Triarc, Green Merger Sub, Inc. and Wendy’s (the “Merger”) and that after consummation of the Merger Mr. Karam will serve as President of Wendy’s.

     During the consulting period, Mr. Karam will report solely to the Chief Executive Officer of Triarc. Mr. Karam will receive a consulting fee of $25,000 per month and it is anticipated that he will devote approximately eight days per month to such consulting services. The consulting period may be terminated by either party at any time on thirty days advance written notice and Mr. Karam will be entitled to receive any accrued but unpaid consulting fees and any outstanding business expense reimbursements. If the Merger is not consummated, the consulting period and the Agreement will expire on December 31, 2008.

     If the Merger is consummated by December 31, 2008, then the Agreement will be assigned to Wendy’s, the consulting period will terminate, and Mr. Karam will become President of Wendy’s, succeeding Kerrii B. Anderson, who currently serves as both President and Chief Executive Officer of Wendy’s. In this capacity, he will report solely to the Chief Executive Officer’s of Wendy’s and Triarc. Mr. Karam’s employment in this position will be for an initial three-year period and will then be automatically extended for additional one-year periods unless either party provides a notice of non-renewal at least 120 days prior to the expiration of the then-current term. Mr. Karam will receive a base salary of $900,000, and will be eligible to earn a bonus annually. Mr. Karam’s target bonus will be equal to 100% of his base salary for the fiscal year if Wendy’s achieves its target performance goals and his ‘stretch’ bonus will be equal to 200% of his base salary for the fiscal year if Wendy’s achieves or exceeds its ‘stretch’ performance goals. With respect to fiscal year 2008, Mr. Karam will be entitled to a pro-rata target bonus based on the number of days worked by Mr. Karam for Wendy’s during the fiscal year. With respect to fiscal year 2009, Mr. Karam is guaranteed an annual bonus equal to 50% of his base salary, provided he remains employed by Wendy’s through December 31, 2009.

     Effective as of the consummation of the Merger, Mr. Karam will be granted a 10-year option to purchase 1,600,000 shares of Triarc’s Class A common stock pursuant to the Wendy’s 2007 Stock Incentive Plan, which will vest over a 4-year period, 25% on each anniversary of the date of the consummation of the Merger, provided Mr. Karam remains employed on each vesting date. The options will immediately vest in full and become exercisable upon a change in control (as defined in the Agreement). Mr. Karam will also be eligible to receive additional equity-based awards during his employment.

     During the employment period, Mr. Karam will generally be entitled to participate in all of Wendy’s employee benefit plans and programs and will be entitled to four weeks of annual paid vacation each calendar year, reimbursement of all reasonable business expenses and a car allowance. Mr. Karam is also entitled to be reimbursed by Triarc for up to $50,000 for all legal fees and related expenses reasonably incurred in connection with the negotiation and execution of the Agreement.

     Upon any termination of employment, Mr. Karam is entitled to receive any accrued but unpaid base salary, vacation time, incentive bonus and any outstanding business expense reimbursements. Additionally, if Mr. Karam’s employment is terminated by Wendy’s without Cause or by Mr. Karam for Good Reason (each as defined in the Agreement), he will receive a lump sum cash amount equal to two times the sum of his base salary and target bonus. Wendy’s will also pay the cost for Mr. Karam and his dependents to continue to participate in any of Wendy’s group health plans or life insurance plans for an 18-month period following termination. If this cash severance payment and health benefits continuation for Mr. Karam would trigger an excise tax, then in certain circumstances Mr. Karam will be entitled to receive a “gross-up payment” with respect to such payment and benefits, as more fully described in the Agreement.

     All outstanding equity awards held by Mr. Karam will become fully vested upon termination of his employment by Wendy’s without Cause or by Mr. Karam for Good Reason and will remain exercisable until the earlier of one-year following such termination or the scheduled expiration date of the award. Mr. Karam’s equity awards will also be treated in this manner if his employment is terminated due to his death or disability. In order to receive payments or benefits payable to Mr. Karam as a result of his termination for Cause or without Good Reason, he must execute a waiver and general release of claims in favor of Triarc, Wendy’s, their subsidiaries and affiliates, and other related parties.

     The Agreement also contains restrictive covenants, including non-competition and non-solicitation covenants. Mr. Karam will be subject to the non-competition covenant either (i) for two-years following termination of employment if it is terminated by Wendy’s without Cause or by him for Good Reason or (ii) for one-year following termination of employment if it occurs for any other reason or following termination of the consulting period if the consulting period is terminated for any reason prior to completion of the Merger. Mr. Karam also agrees that for one-year following termination of employment or of the consulting period he will not solicit any individual employed by Triarc, Wendy’s and their respective affiliates or who was employed by them during the six-month period prior to such solicitation.

     The foregoing description of Mr. Karam’s consulting and employment agreement is only a summary of certain provisions thereof and is qualified in its entirety by reference to its full text.

     Also, on July 25, 2008, Triarc announced that upon completion of the Merger Stephen D. Farrar, 57, will assume the position of Chief Operating Officer of Wendy’s and Ken C. Calwell, 46, will assume the position of Chief Marketing Officer of Wendy’s. Messrs. Farrar and Calwell will succeed Dave Near and Paul Kershisnik, respectively. Upon consummation of the merger, the employment of Mr. Near will cease and Mr. Kershisnik will work closely with Mr. Calwell in a senior leadership role in marketing.

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     A press release issued by Triarc, dated July 25, 2008, announcing the foregoing is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01 Other Events.

     On July 25, 2008, Triarc Companies, Inc. issued a press release announcing plans for key leadership positions at Wendy's International, Inc. upon completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated July 25, 2008.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WENDY’S INTERNATIONAL, INC.
By:	/s/ Kerrii B. Anderson
	Kerrii B. Anderson
	Chief Executive Officer and President

Date:    July 25, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 25, 2008.

EX-99.1

Exhibit 99.1

TRIARC ANNOUNCES PLANS FOR KEY LEADERSHIP POSITIONS
AT WENDY’S UPON COMPLETION OF MERGER

J. David Karam to be President; Stephen D. Farrar to be Chief Operating Officer;
and Ken C. Calwell to be Chief Marketing Officer

ATLANTA (July 25, 2008) — Triarc Companies, Inc. (NYSE: TRY, TRY.B, “Triarc”), the franchisor of the Arby’s^® restaurant system (“Arby’s”), announced today that following the closing of the pending merger between Wendy’s International, Inc. (NYSE: WEN, “Wendy’s”) and Triarc, J. David Karam, 50, will assume the position of President of Wendy’s^®; Stephen D. Farrar, 57, will assume the position of Chief Operating Officer of Wendy’s; and Ken C. Calwell, 46, will assume the position of Chief Marketing Officer of Wendy’s. The merger of Wendy’s and Triarc is expected to close in the second half of 2008.

In assuming the role of President of Wendy’s after the closing, Mr. Karam will succeed Kerrii B. Anderson, who currently serves as both President and Chief Executive Officer. As announced on April 24, 2008, Roland Smith, Triarc’s Chief Executive Officer, will also assume the position of Chief Executive Officer of Wendy’s. Mr. Farrar will succeed Dave Near, who will resume his role as a leading Wendy’s franchisee. Mr. Calwell will succeed Paul Kershisnik, who was named interim Chief Marketing Officer in February 2008. Mr. Kershisnik will continue in his role as interim CMO through the closing of the merger and then plans to work closely with Calwell in a senior leadership role in marketing.

Mr. Karam currently is a minority shareholder and serves as President of Cedar Enterprises, Inc., which owns and operates 135 Wendy’s Old Fashioned Hamburgers restaurants in Indianapolis, Las Vegas, San Antonio, Hartford and Seattle. Cedar Enterprises is also the parent company of Syrus, Ltd., which provides information processing services designed to increase operating productivity and financial performance for nearly 20% of the Wendy’s franchise-operated restaurants throughout the country. As a franchisee, Mr. Karam was the recipient of the Founders Award in 1990, honoring R. David Thomas, and the Diamond Award for the National Marketer of the Year in 1998. Prior to joining Cedar Enterprises, Inc., he was a Senior Auditor at Touche & Ross (now Deloitte). He holds a BSBA in accounting from The Ohio State University and completed the Owner President Management Program at the Harvard University Graduate School of Business Administration.

In connection with joining Wendy’s as President, Mr. Karam will relinquish management of the day-to-day operations of Cedar Enterprises and its subsidiaries and resign from their respective boards of directors. Mr. Karam will continue as a minority shareholder of Cedar Enterprises and will dispose of his interest in Syrus, Ltd.

Mr. Farrar returned to Wendy’s in April 2008 as Chief of North American Operations in the U.S. and Canada after retiring in 2006. In his current role, he is responsible for improving restaurant operations at company and franchise restaurants in all three U.S. regions and Canada.

During his 26-year career with Wendy’s Mr. Farrar served in a variety of roles where his achievements included helping to establish Wendy’s Service Excellence™ program, pioneering Wendy’s Super Value Menu^®, creating a human resources planning and development system, and developing numerous planning and control systems to reduce costs. He was one of the system’s most respected leaders and seasoned operators with a track record that earned him a Wendy’s Hall of Famer distinction. Before joining Wendy’s, Mr. Farrar held various positions at Restaurant Profitability Analysts, Pelican’s Restaurants, Ten Tex Food, Steak and Ale Restaurants, and McDonald’s. He attended the University of Texas, Arlington.

Mr. Calwell most recently served as Chief Marketing Officer—Executive Vice President, Marketing, Research and Development at Domino’s Pizza, Inc., where he was responsible for the leadership of all national marketing, brand strategy, advertising, new product development, database marketing, media, field marketing, pricing, marketing research, R&D, CRM, and sports and event marketing. Prior to joining Domino’s in 2001, Mr. Calwell served as Vice President, New Product Marketing, Researching, and Planning at Wendy’s. Previously, Mr. Calwell held various marketing positions in the Frito-Lay and Pizza Hut divisions of PepsiCo, Inc. and at The Pillsbury Company. He holds an M.B.A. from Indiana University and a B.B.A. from Washburn University.

Roland Smith stated, “A key element in realizing the great potential of the Wendy’s brand and generating enhanced value for shareholders is to build a premier team that will drive a performance-based culture grounded in Wendy’s heritage of quality and operational excellence. With the appointment of three high-caliber and well respected individuals to key leadership roles, we are taking an important first step toward improving Wendy’s performance and achieving our growth objectives. With extensive backgrounds in the Wendy’s organization and years of operating experience, these executives are uniquely qualified to help lead Wendy’s during the next phase of growth and development. This is certainly a very exciting time to be part of the Wendy’s family.”

Smith continued, “Together with Kerrii Anderson, I wish to thank Dave Near for playing an integral part in Wendy’s operational initiatives over his two years as COO, and we look forward to his ongoing contributions as he returns to his previous role as a leading franchisee of Wendy’s restaurants in Austin, Texas. I also want to thank Paul Kershisnik who led Wendy’s marketing initiatives over the last several months and will continue to lead the team through closing of the merger.”

On April 24, 2008, Triarc and Wendy’s signed a definitive merger agreement for an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A Common Stock for each share of Wendy’s common stock they own. The transaction will bring together Arby’s and Wendy’s, two leading quick service restaurant brands distinguished by traditions of quality food and service. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of more than $12 billion, positioning it as the nation’s third largest quick service restaurant company.

About Triarc
Triarc is a holding company and, through its subsidiary Arby’s Restaurant Group, Inc., Triarc is the franchisor of the Arby’s^® restaurant system Arby’s is the largest restaurant franchising system specializing in the roast beef sandwich segment of the quick service restaurant industry. The Arby’s restaurant system is comprised of approximately 3,700 restaurants, of which, as of June 29, 2008, 1,169 were owned and operated by Triarc’s subsidiaries.

About Wendy’s
Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. As of June 29, 2008, there were 6,625 Wendy’s restaurants in operation in the United States and in 19 other countries and territories. Of these restaurants, 1,402 were operated by Wendy’s and 5,223 by Wendy’s franchisees.

For Triarc Investors:	For Wendy’s Investors:
Kay Sharpton	John Barker
(678) 514-5292	(614) 764-3044
ksharpton@arbys.com	john_barker@wendys.com
Media:	Media:
Sard Verbinnen & Co	Denny Lynch
Carrie Bloom	(614) 764-3553
(212) 687-8080	denny_lynch@wendys.com
cbloom@sardverb.com

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Triarc filed with the SEC a registration statement on Form S-4 (Registration No. 333-151336) containing a preliminary joint proxy statement/prospectus and other relevant materials. The final joint proxy statement/prospectus will be mailed to the stockholders and shareholders of Triarc and Wendy’s. BEFORE MAKING ANY VOTING DECISION, TRIARC AND WENDY’S URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Triarc’s website (www.triarc.com) under the heading “Investor Relations” and then under the item “SEC Filings and Annual Reports”. You may also obtain these documents, free of charge, from Wendy’s website (www.wendys.com) under the tab “Investor” and then under the heading “SEC Filings.

Triarc, Wendy’s and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Triarc and Wendy’s stockholders in favor of the stockholder approvals required in connection with the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Triarc and Wendy’s stockholders in connection with the stockholder approvals required in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about Triarc’s executive officers and directors in Amendment No. 2 to its Annual Report on Form 10-K, filed with the SEC on April 25, 2008. You can find information about Wendy’s executive officers and directors in its Amendment No. 1 to its Annual Report on Form 10-K, filed with the SEC on April 28, 2008. You can obtain free copies of these documents from Triarc and Wendy’s at the website locations described above.

Consummation of the proposed merger between Triarc and Wendy’s remains subject to approval by the stockholders of both companies, regulatory approvals and other customary closing conditions. There can be no assurances that the transaction will be consummated or that the anticipated benefits and synergies of the transaction will be realized.

Forward-Looking Statements

Statements herein regarding the proposed transaction between Triarc and Wendy’s, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about future expectations constitute forward looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside our control and difficult to predict. Factors that may cause such differences include, but are not limited to, the possibility that the expected synergies will not be realized, or will not be realized within the expected time period, due to, among other things: (1) changes in the quick service restaurant industry; (2) prevailing economic, market and business conditions affecting Triarc and Wendy’s; (3) conditions beyond Triarc’s or Wendy’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting Triarc’s and/or Wendy’s customers or food supplies or acts of war or terrorism; (4) changes in the interest rate environment; (5) changes in debt, equity and securities markets; (6) changes in the liquidity of markets in which Triarc or Wendy’s participates; (7) the availability of suitable locations and terms for the sites designated for development; (8) cost and availability of capital; (9) adoption of new, or changes in, accounting policies and practices; and (10) other factors discussed from time to time in Triarc’s and Wendy’s news releases, public statements and/or filings with the Securities and Exchange Commission (the “SEC”), especially the “Risk Factors” sections of Triarc’s and Wendy’s Annual and Quarterly Reports on Forms 10-K and 10-Q, which are available at the SEC’s website at http://www.sec.gov. Other factors include the possibility that the merger does not close, including due to the failure to receive required stockholder or regulatory approvals, or the failure of other closing conditions. Triarc and Wendy’s caution that the foregoing list of factors is not exclusive.