3B2 EDGAR HTML -- c55537

OFFER TO PURCHASE FOR CASH
Up to 40,000,000 Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.
at
$4.15 Net Per Share
by
Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

Enclosed for your consideration are an Offer to Purchase, dated November 6, 2008, and a related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “offer”) relating to the offer by Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (together, the “Purchaser”), investment funds affiliated with Trian Fund Management, L.P., an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden, to purchase up to 40,000,000 shares of Class A Common Stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), on the terms and subject to the conditions set forth in the offer.

We are the holder of record of shares held by us for your account. A tender of those shares can be made only by us as the holder of record and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used to tender shares held by us for your account.

We request instructions as to whether you wish to tender any or all of the shares held by us for your account pursuant to the terms and subject to the conditions set forth in the offer.

1. The offer price is $4.15 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), without interest thereon, on the terms and subject to the conditions set forth in the offer.

2. The offer and withdrawal rights period will expire at 12:00 midnight, New York City time, at the end of Friday, December 5, 2008, unless the offer is extended.

3. The offer is being made for up to 40,000,000 shares. If more than 40,000,000 shares are tendered, the Purchaser will purchase 40,000,000 shares on a pro-rata basis.

4. The undersigned understands that, under the terms of the offer, the Purchaser will be obligated to purchase up to 40,000,000 shares accepted for payment under the offer.

5. The offer is conditioned upon the conditions to the offer described in Section 13 of the Offer to Purchase.

6. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the depositary or the information agent or, except as set forth in Instruction 6 of the letter of transmittal, transfer taxes on the purchase of shares by the Purchaser pursuant to the offer.

If you wish to have us tender any of or all the shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your shares, all such shares will be tendered unless you otherwise specify below. Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf prior to the expiration date.

In all cases, payment for shares accepted for payment pursuant to the offer will be made only after timely receipt by American Stock Transfer & Trust Company, LLC (the “depositary”) of (1) the certificates for (or a timely book-entry confirmation (as defined in the Offer to Purchase) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 2 of the Offer to Purchase, an agent’s message (as defined in the Offer to Purchase), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary.

UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.

The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction.

INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE UP TO 40,000,000 SHARES OF CLASS A COMMON STOCK OF WENDY’S/ARBY’S GROUP, INC.

The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase, dated November 6, 2008, and the related letter of transmittal relating to the offer by the Purchaser to purchase up to 40,000,000 shares of Class A Common Stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation.

This will instruct you to tender the number of shares indicated below held by you for the account of the undersigned (or, if no amount is indicated below, all the shares held by you for the account of the undersigned) on the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal.

Number of shares to be Tendered* shares
Dated:

Signature(s)

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Area Code and Telephone No.:

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