-----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, GBywckoCk7SWC4h7sHrxdk2Rt9+DnuaBNfsR5bcE0iCEP8PAkSQHdC/m8IU9sBV0 iEUArfwLsrNQK8CGWCdhSw== 0001209191-08-054194.txt : 20081001 0001209191-08-054194.hdr.sgml : 20081001 20081001173252 ACCESSION NUMBER: 0001209191-08-054194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080929 FILED AS OF DATE: 20081001 DATE AS OF CHANGE: 20081001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 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: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARDEN EDWARD P CENTRAL INDEX KEY: 0001257864 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 081100830 BUSINESS ADDRESS: STREET 1: C/OO TRIARC COMPANIES INC STREET 2: 280 PARK AVE 24TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513075 MAIL ADDRESS: STREET 1: C/O TRIAN FUND MANAGEMENT, L.P. STREET 2: 280 PARK AVE 24TH FL CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-09-29 0 0000030697 WENDY'S/ARBY'S GROUP, INC. TRY/TRYB 0001257864 GARDEN EDWARD P 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Class A Common Stock 2008-09-29 4 P 0 220000 4.62 A 1431000 I By Trian Partners Class B Common Stock, Series 1 2008-09-29 4 P 0 460000 4.645 A 2686159 I By Trian Partners Class A Common Stock 2008-09-29 4 A 0 1378 5.44 A 1633 D Class B Common Stock, Series 1 194370 D The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.30 to $4.83. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account. (FN2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II. Mr. Garden is a member of each of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC and Parallel Fund II GP LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities and the Separate Account. (FN 3, contd.) Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities, the Trian Entities and the Separate Account. Mr. Garden disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.21 to $4.83. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. Shares were issued pursuant to the Company's Amended and Restated 2002 Equity Participation Plan (the "Plan") in lieu of Board of Directors retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fee would otherwise be payable. The transactions involving securities of the Issuer reported in this filing are the same securities and transactions reported separately in Form 4s filed by Trian Fund Management, L.P.; Trian Partners General Partner, LLC; Trian Fund Management GP, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Parallel Fund II General Partner, LLC; Trian Partners GP, L.P.; Trian Partners, L.P.; Trian Partners Master Fund, L.P.; Trian Partners Parallel Fund I, L.P.; Trian Partners Parallel Fund II, L.P. and Trian Partners Parallel Fund II GP, L.P. (collectively, the "Trian Entities"). The shares of the Issuer referred to in this filing as beneficially owned by Trian Partners are the same shares as those reported to be beneficially owned by the Trian Entities in such Form 4s. Edward P. Garden 2008-10-01 -----END PRIVACY-ENHANCED MESSAGE-----