SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

SCHEDULE TO/A
(Amendment No. 2)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
______________________

WENDY’S/ARBY’S GROUP, INC.
(Name of Subject Company (Issuer))
______________________

     Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.
Trian Partners GP, L.P.
Trian Partners General Partner, LLC
Trian Partners Parallel Fund I General Partner, LLC
Trian Partners Parallel Fund II GP, L.P.
Trian Partners Parallel Fund II General Partner, LLC
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Nelson Peltz
Peter W. May
Edward P. Garden
(Name of Filing Persons (Purchasers))
______________________

CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)

950587105
(CUSIP Number of Class of Securities)

     Brian L. Schorr, Esq.
Chief Legal Officer
Trian Fund Management, L.P.
280 Park Avenue
New York, New York 10017
(212) 451-3000

Copy to:
Dennis J. Block, Esq.
William P. Mills, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
______________________

Calculation of Filing Fee
Transaction Valuation*	Amount of Filing Fee
$166,000,000	$6,523.80

__________________

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 40,000,000 shares of the subject company (number of shares sought) by $4.15 (the tender offer price per share).
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
       Amount Previously Paid: $6,523.80
         Filing Party: Trian Partners Master Fund, L.P.
         Form or Registration Number: Schedule TO-T
         Date Filed: November 6, 2008
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates: x     third-party tender offer subject to Rule 14d-1.
o      issuer tender offer subject to Rule 13e-4.
o      going private transaction subject to Rule 13e-3. x     amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Combined Amendment No. 2 to Schedule TO and Amendment No. 32 to Schedule 13D

           This Amendment No. 2 to Schedule TO and Amendment No. 32 to Schedule 13D is being filed on behalf of 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 II, L.P., a Delaware limited partnership ("Parallel Fund II" and collectively with Trian Onshore, Trian Master Fund and Parallel Fund I, the “Purchaser”), 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 Parallel Fund I General Partner, LLC, a Delaware limited liability company (“Parallel Fund I GP”), 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 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, and 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”), 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 (“Wendy’s/Arby’s”), at a price of $4.15 per Share, net to the seller in cash, without interest (subject to any required withholding of taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 6, 2008, and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO and Amendment No. 30 to Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on November 6, 2008, as amended by Amendment No. 1 to Schedule TO and Amendment No. 31 to Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on November 26, 2008.

           As permitted by General Instruction G to Schedule TO, this Amendment No. 2 to Schedule TO also 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, as amended by Amendment No. 26 dated September 22, 2008, as amended by Amendment No. 27 dated September 24, 2008, as amended by Amendment No. 28 dated September 29, 2008, as amended by Amendment No. 29 dated October 8, 2008, as amended by Amendment No. 30 dated November 6, 2008, and as amended by Amendment No. 31 dated November 25, 2008 (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 Companies, Inc. (“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.

Amendment No. 32 to Schedule 13D

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)
			51,659,612 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			15,901,582 (Class A Common Stock)
		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	51,659,612 (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)
	11.00% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			51,552,797 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			8,220,114 (Class A Common Stock)
		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	51,552,797 (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)
	10.97% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			196,425 (Class A Common Stock)
		8	SHARED VOTING POWER (See Item 5)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			196,425 (Class A Common Stock)
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,424,176 (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)
	5.84% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (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)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (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)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (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)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (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)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
	1.37% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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)
			20,064,053 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			20,064,053 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	20,064,053 (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)
	4.27% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			576,776 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	576,776 (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)
	0.12% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			576,776 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	576,776 (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)
	0.12% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			130,691 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	130,691 (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)
	0.03% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			130,691 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	130,691 (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)
	0.03% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

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 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			130,691 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	130,691 (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)
	0.03% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

Amendment No. 2 to Schedule TO

           This Amendment No. 2 to Schedule TO (this “Amendment”), amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 6, 2008 (the “Original Schedule TO”) as amended on November 26, 2008 (the Original Schedule TO, as so amended, the “Schedule TO”) 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. (collectively, the “Purchaser”) relating to the tender offer by Purchaser for up to 40,000,000 shares of common stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), at a price of $4.15 per Share, net to the seller in cash, without interest (subject to any required withholding of taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 6, 2008, as amended, and in the related Letter of Transmittal, copies of which are attached to the Original Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

          Item 1. Summary Term Sheet.
          Item 4. Terms of the Transaction.

          Item 1 and Item 4 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and the related letter of transmittal, are hereby amended as follows

          The response to the question “What are the most important conditions to the offer?” in the section entitled “Summary Term Sheet” of the Offer to Purchase and Section 13 of the Offer to Purchase are hereby amended by adding the following at the end thereof:

          “On December 5, 2008, we waived, to the extent any such declines have occurred to date, the conditions to the offer that there shall not have been (i) any decline in either the Dow Jones Industrial Average, or the Standard & Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 10% measured from the close of business on November 5, 2008 or any material adverse change in the market price in the Wendy’s/Arby’s shares or (ii) a 10% decrease, measured from the close of trading on November 5, 2008 in the market price for the Wendy’s/Arby’s shares or in the general level of market prices for equity securities in the United States.”

          Item 12. Exhibits.

          Item 12 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase and the related letter of transmittal, is hereby amended and supplemented by adding the following exhibit hereto:

          (a)(1)(J) Press Release issued December 5, 2008

SIGNATURES

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2008

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 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 GP, L.P.
By:	Trian Partners General Partner, LLC, its general
	partner
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 PARALLEL FUND I
GENERAL PARTNER, LLC
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 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

EXHIBIT INDEX

Exhibit	Description
(a)(1)(A)	Offer to Purchase, dated November 6, 2008.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery. *
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *
(a)(1)(G)	Press Release issued November 6, 2008. *
(a)(1)(H)	Summary Advertisement. *
(a)(1)(I)	Website established by Information Agent—http://www.innisfreema.com. *
(a)(1)(J)	Press Release issued December 5, 2008.
(b)	Form of Prime Brokerage Agreement. *
(d)(1)	Third Amended and Restated Credit Agreement, dated as of April 2, 2001, as amended, by and between Nelson Peltz and Claudia Peltz, and Bank of America, N.A., formerly known as NationsBank, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006. *
(d)(2)	Credit Agreement, dated as of January 18, 1996, as amended, by and between Peter W. May and Leni May, and NationsBank, N.A., now known as Bank of America, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006. *
(d)(3)	Pledge and Security Agreement, dated July 23, 2004, as amended, made by Nelson Peltz, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 30 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006. *
(d)(4)	Pledge and Security Agreement, dated April 2, 2003, as amended, made by Peter W. May, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 31 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004. *
(d)(5)	Voting Agreement, dated July 23, 2004, by and between Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 29 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004. *

^{_____________________________}

^* Previously Filed

(d)(6)	Agreement, dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden. *
(g)	Not Applicable.
(h)	Not Applicable.

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

TRIAN PARTNERS WAIVES CONDITIONS TO WENDY’S/ARBY’S

TENDER OFFER RELATING TO PAST DECLINES IN MARKET

PRICES AND MARKET INDICES

NEW YORK, NY – December 5, 2008 – Trian Partners announced today that it has waived certain conditions to its previously announced tender offer related to the absence of specified declines in certain market indices and the market price for the Wendy’s/Arby’s shares but only to the extent such declines have occurred to date.

Trian Partners’ tender offer to purchase up to 40,000,000 shares of Wendy’s/Arby’s Group, Inc. Class A Common Stock for cash at a price equal to $4.15 net per Share was made subject to certain conditions, including that there shall not have been (i) any decline in either the Dow Jones Industrial Average, or the Standard & Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 10% measured from the close of business on November 5, 2008 or any material adverse change in the market price in the Wendy’s/Arby’s shares or (ii) a 10% decrease, measured from the close of trading on November 5, 2008 in the market price for the Wendy’s/Arby’s shares or in the general level of market prices for equity securities in the United States.

Since commencement of the tender offer, the volatility of the financial markets has resulted in one or more of these thresholds having been exceeded on occasion from time to time. Trian Partners has determined to waive these conditions to the extent that they have been triggered to date.

The offer is scheduled to expire at 12:00 midnight, New York City time, today, Friday, December 5, 2008, unless extended. All other terms and conditions of the tender offer remain the same and are set forth in the Offer to Purchase dated November 6, 2008, as amended.

Important Information:

This Press Release is not an offer to buy or the solicitation of an offer to sell any common stock of Wendy’s/Arby’s. The tender offer that is described in this Press Release will only be made through the Offer to Purchase, Letter of Transmittal and related tender offer documents filed with the Securities and Exchange Commission (“SEC”). The offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of Wendy’s/Arby’s shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction.

All common stockholders of Wendy’s/Arby’s should read the tender offer materials previously filed by Trian Partners, and the Tender Offer Solicitation/Recommendation Statement with respect to the tender offer previously filed by Wendy’s/Arby’s, with the SEC. Stockholders of Wendy’s/Arby’s should read the tender offer materials and the Solicitation/Recommendation Statement because they contain important information about

the tender offer. The tender offer materials, the Solicitation/Recommendation Statement and other filed documents are available at no charge on the SEC’s website at http://www.sec.gov. Wendy’s/Arby’s common stockholders may obtain Trian Partners’ tender offer materials without charge by contacting Innisfree M&A Incorporated, the Information Agent for the tender offer, toll-free at (877) 687-1874. (Banks and brokers may call collect at 212-750-5833). Stockholders of Wendy’s/Arby’s are urged to read all materials carefully before making any decision with respect to the tender offer. Any questions regarding the offer should be directed to Bank of America Securities LLC, the Dealer Manager for the tender offer, at (646) 855-8900, or Innisfree M&A Incorporated, the Information Agent for the tender offer. Banks and brokerage firms can call Innisfree M&A Incorporated collect at (212) 750-5833. All others can call Innisfree M&A Incorporated toll-free at (877) 687-1874.

About Wendy's/Arby's Group, Inc.

Wendy's/Arby's Group, Inc. is the third largest quick-service restaurant company in the United States and is the franchisor of the Wendy's® and Arby's® restaurant systems. The combined restaurant systems include more than 10,000 restaurants in 50 states and 21 countries worldwide.

About Trian Fund Management, L.P.

Founded in November 2005, Trian Fund Management, L.P. is an investment firm whose Principals are Nelson Peltz, Peter W. May and Edward P. Garden. Mr. Peltz is non-executive Chairman, Mr. May is non-executive Vice Chairman and Mr. Garden is a Director, of Wendy’s/Arby’s Group, Inc.

CONTACTS:

Anne Tarbell at 212-451-3030 or	Carrie Bloom of Sard Verbinnen & Co.
atarbell@trianpartners.com	at 212-687-8080 or cbloom@sardverb.com