-----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, OOp0jXz7cA/ldOygneddo6JQ5s+fxsvp1a/HVhOUcBtkqAkGyb+6punmLG7LyYyH gDbJKO2sjlEBxWnlBvCpNA== 0001209191-08-055263.txt : 20081003 0001209191-08-055263.hdr.sgml : 20081003 20081003163843 ACCESSION NUMBER: 0001209191-08-055263 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080929 FILED AS OF DATE: 20081003 DATE AS OF CHANGE: 20081003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 081107054 BUSINESS ADDRESS: BUSINESS PHONE: 212 451 3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: NELSON PELTZ DATE OF NAME CHANGE: 19940810 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 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-09-29 0 0000030697 WENDY'S/ARBY'S GROUP, INC. WEN 0000928265 PELTZ NELSON 280 PARK AVENUE NEW YORK NY 10017 1 0 1 0 Class B Common Stock, Series 1 2008-09-29 5 J 0 E 2686159 D 0 I By Trian Partners Class A Common Stock 2008-09-29 5 J 0 E 2686159 A 4117159 I By Trian Partners Class A Common Stock 2008-09-29 4 J 0 23110593 A 27227752 I By Trian Partners Class B Common Stock, Series 1 2008-09-29 5 J 0 E 8918689 D 0 D Class A Common Stock 2008-09-29 5 J 0 E 8918689 A 15900439 D Class B Common Stock, Series 1 2008-09-29 5 J 0 E 47100 D 0 I By Family Limited Partnership Class A Common Stock 2008-09-29 5 J 0 E 47100 A 70650 I By Family Limited Partnership Class B Common Stock, Series 1 2008-09-29 5 J 0 E 400 D 0 I By Minor Children Class A Common Stock 2008-09-29 5 J 0 E 400 A 600 I By Minor Children On September 29, 2008, the Issuer (formerly known as Triarc Companies, Inc., a Delaware corporation) completed the acquisition of Wendy's pursuant to the terms of an Agreement and Plan of Merger and, as a result of a merger of Wendy's and a wholly-owned subsidiary of the Issuer in which Wendy's was the surviving corporation (the "Merger"), Wendy's is now a wholly-owned subsidiary of the Issuer. As a result of the Merger, holders of Wendy's common stock received 4.25 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in exchange for each share of Wendy's common stock held by them. In addition, as approved by the stockholders of Triarc, following the Merger each outstanding share of Triarc's Class B Common Stock, Series 1 ("Class B Common Stock") was converted into one share of Class A Common Stock of the Issuer (the "Class B Conversion"). On September 29, 2009, the closing price of the Class A Common Stock, Class B Common Stock and Wendy's common stock was $5.90, $6.75 and $19.21, respectively. In connection with the Class B Conversion, 2,686,159 shares of Class B Common Stock held by Trian Partners (defined below) were converted into a like number of shares of Class A Common Stock. 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. (FN 4, 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. Peltz 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 Trian GP, the Trian Entities and the Separate Account. (FN 5, contd.) Accordingly, Mr. Peltz 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, Trian GP and the Separate Account (collectively, "Trian Partners"). Mr. Peltz 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 Mr. Peltz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. In connection with the Merger, Trian Partners received an aggregate of 23,110,593 shares of Class A Common Stock in consideration for the 5,437,787 shares of Wendy's common stock held by Trian Partners. In connection with the Class B Conversion, 8,918,689 shares of Class B Common Stock held by the reporting person were converted into a like number of shares of Class A Common Stock. In connection with the Class B Conversion, 47,100 shares of Class B Common Stock held by the Peltz Family Limited Partnership (see note 11 below) were converted into a like number of shares of Class A Common Stock. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole General Partner. Mr. Peltz was formerly a general partner of the partnership but has transferred his interest in the partnership to his spouse. In connection with the Class B Conversion, 400 shares of Class B Common Stock held by minor children of Mr. Peltz were converted into a like number of shares of Class A Common Stock. 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 Stuart I Rosen, Attorney-In-Fact for Nelson Peltz 2008-10-03 -----END PRIVACY-ENHANCED MESSAGE-----