-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C3TYhqYmKR2ZWfpdjWcLdkxy+1Yl1Datd6WJW++W1KfZDOunN+yRv6dOZF0iO29u iJ/P3WcQyB09LySsaWQNHw== 0000950142-08-000910.txt : 20080425 0000950142-08-000910.hdr.sgml : 20080425 20080425171234 ACCESSION NUMBER: 0000950142-08-000910 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WENDYS INTERNATIONAL INC CENTRAL INDEX KEY: 0000105668 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310785108 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08116 FILM NUMBER: 08778528 BUSINESS ADDRESS: STREET 1: 4288 W DUBLIN GRANVILLE RD STREET 2: P O BOX 256 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147643100 MAIL ADDRESS: STREET 1: 4288 WEST DUBLIN-GRANVILLE ROAD STREET 2: P O BOX 256 CITY: DUBLIN STATE: OH ZIP: 43017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1155 PERIMETER CENTER WEST STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30338 BUSINESS PHONE: 678-514-4100 MAIL ADDRESS: STREET 1: 1155 PERIMETER CENTER WEST STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30338 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 425 1 form425_042508.htm FORM 425

Filed by Triarc Companies, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934
Subject Company: Wendy's International, Inc.
Commission File No: 1-08116/
Triarc Companies, Inc.
Commission File No: 1-2207

 

 

 

280 Park Avenue

41st Floor

New York, NY 10017

212-451-3000

 

 

 

April 24, 2008

 

To the Thomas Family c/o Pam Thomas Farber:

 

As you are the members of the Wendy’s “first family,” we are writing to express our enthusiasm for the proposed combination of Wendy’s and Arby’s. We also want to give you our most sincere assurances that we only want the best for Wendy’s.

 

We are brand builders who have great respect for Wendy’s and its fine reputation. We have a long track record of investing in and helping to promote the growth of high-quality brands including Snapple, Arby’s, Heinz, and Tiffany. We have full confidence in Roland Smith, Triarc's CEO, and his ability to work with the Wendy’s team and its franchisees to execute a long-term growth strategy that will focus on building the brand to further enhance its many traditions of quality food and service. We are also convinced that Wendy’s and Arby’s will be able to do many great things together in the years ahead that neither could have done separately.

 

We also want you to know that we have a very deep respect for your father’s extraordinary legacy. In fact, reflecting our strong commitment to the brand, we will be changing Triarc’s corporate name to include Wendy’s as soon as practicable.

 

To celebrate the closing of the merger later this year, we intend to give $1 million to the Dave Thomas Foundation.

 

Sincerely,

 

 

/s/ Nelson Peltz
NELSON PELTZ

/s/ Peter May
PETER MAY

/s/ Edward Garden
EDWARD GARDEN

 

 

 

 

 


 

 

 

* * *

 

 

1.

In connection with the proposed merger, Triarc will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of Triarc and Wendy’s and that also constitutes a prospectus of Triarc. Triarc and Wendy’s each will mail the proxy statement/prospectus to its stockholders. 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 (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.”

 

 

2.

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 its definitive proxy statement filed with the SEC on April 30, 2007. You can find information about Wendy’s executive officers and directors in its definitive proxy statement filed with the SEC on March 12, 2007. You can obtain free copies of these documents from Triarc and Wendy’s using the contact information below.

 

 

 

 

 

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