Wendy's Co — Annual Report 2008

Mar 16, 2009

10-K/A 1 form10-ka_031609.htm FORM 10-K/A form10-ka_031609.htm Licensed to: Arby's Restaurant Group, Inc. Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 28, 2008

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___ TO ______.

COMMISSION FILE NUMBER 1-2207

---

WENDY’S/ARBY’S GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

---

Delaware	38-0471180
(State
or other jurisdiction of incorporation or organization)	(I.R.S.
Employer Identification No.)
1155
Perimeter Center West, Atlanta, Georgia	30338
(Address
of principal executive offices)	(Zip
Code)

Registrant's Telephone Number, Including Area Code: (678) 514-4100

---

Securities Registered Pursuant to Section 12(b) of the Act:

| Title
of Each Class | Name
of Each Exchange on Which Registered |
| --- | --- |
| Class
A Common Stock, $.10 par value | New
York Stock Exchange |

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ý Yes □No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act □Yes ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes □No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer □ Accelerated filer ý Non-accelerated filer □ Smaller reporting company □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). □Yes ý No

The aggregate market value of the registrant’s common equity held by non-affiliates of the registrant as of June 29, 2008 was approximately $414,171,684. As of February 27, 2009, there were 469,236,315 shares of the registrant's Class A Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after December 28, 2008.

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Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K of Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s Group” or the “Company”) for the fiscal year ended December 28, 2008 (our “2008 Annual Report”), is being filed pursuant to Rule 3-09 of the Securities and Exchange Commission’s Regulation S-X to amend Part IV, Item 15, Exhibits and Financial Statement Schedules , to include the financial statements of Deerfield Capital Corp. This Amendment No. 1 does not otherwise update any information or exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of our 2008 Annual Report.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) 1. Financial Statements:

See Index to Financial Statements (Item 8).

1. Financial Statement Schedules:

All schedules have been omitted since they are either not applicable or the information is contained elsewhere in “Item 8. Financial Statements and Supplementary Data.”

1. Exhibits:

Copies of the following exhibits are available at a charge of $.25 per page upon written request to the Secretary of Wendy’s/Arby’s Group, Inc. at 1155 Perimeter Center West, Atlanta, Georgia 30338. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the Securities and Exchange Commission under File No. 1-2207 for documents filed by the registrant or File No. 1-8116 for documents filed by Wendy’s International, Inc.

EXHIBIT NO.	DESCRIPTION
2.1	Agreement
and Plan of Merger, dated as of April 23, 2008, by and among Triarc
Companies, Inc., Green Merger Sub Inc. and Wendy’s International, Inc.,
incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report
on Form 8-K dated April 29, 2008 (SEC file no.
001-02207).
2.2	Side
Letter Agreement, dated August 14, 2008, by and among Triarc Companies,
Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated
herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on
Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no.
333-151336).
2.3	Agreement
and Plan of Merger, dated as of December 17, 2007, by and among Deerfield
Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC
and, solely for the purposes set forth therein, Triarc Companies, Inc. (in
such capacity, the Sellers’ Representative, incorporated herein by
reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated
December 21, 2007 (SEC file No. 001-02207).
3.1	Certificate
of Incorporation of Triarc Companies, Inc., as currently in effect,
incorporated herein by reference to Exhibit 3.1 to Triarc’s Current Report
on Form 8-K dated June 9, 2004 (SEC file no.
001-02207).
3.2	Amendment
to the Certificate of Incorporation of Triarc Companies, Inc.,
incorporated herein by reference to Exhibit 3.1 to Wendy’s/Arby’s Group’s
Current Report on Form 8-K dated September 29, 2008 (SEC file no.
001-02207).
3.3	Amended
and Restated By-laws of Wendy’s/Arby’s Group, Inc., incorporated herein by
reference to Exhibit 3.2 to Wendy’s/Arby’s Group’s Current Report on Form
8-K dated September 29, 2008 (SEC file no. 001-02207).
4.1	Indenture,
dated as of May 19, 2003, between Triarc Companies, Inc. and Wilmington
Trust Company, as Trustee, incorporated herein by reference to Exhibit 4.1
to Triarc’s Registration Statement on Form S-3 dated June 19, 2003 (Reg.
no. 333-106273).
4.2	Supplemental
Indenture, dated as of November 21, 2003, between Triarc Companies, Inc.
and Wilmington Trust Company, as Trustee, incorporated herein by reference
to Exhibit 4.3 to Triarc’s Registration Statement on Form S-3 dated
November 24, 2003 (Reg. no. 333-106273).
4.3	Second
Supplemental Indenture, dated as of September 29, 2008, between Triarc
Companies, Inc. and Wilmington Trust Company, as Trustee, incorporated
herein by reference to Exhibit 4.1 to Wendy’s/Arby’s Group’s Current
Report on Form 8-K dated September 29, 2008 (SEC file no.
001-02207).
4.4	Indenture
between Wendy’s International, Inc. and Bank One, National Association,
pertaining to 6.25% Senior Notes due November 15, 2011 and 6.20% Senior
Notes due June 15, 2014, incorporated herein by reference to Exhibit 4(i)
of the Wendy’s International, Inc. Form 10-K for the year ended December
30, 2001 (SEC file no. 001-08116).
10.1	Triarc
Companies, Inc. Amended and Restated 1997 Equity Participation Plan,
incorporated herein by reference to Exhibit 10.2 to Triarc’s Current
Report on Form 8-K dated May 19, 2005 (SEC file no.
001-02207).**
10.2	Form
of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc.
Amended and Restated 1997 Equity Participation Plan, incorporated herein
by reference to Exhibit 10.6 to Triarc’s Current Report on Form 8-K dated
March 16, 1998 (SEC file no. 001-02207).**
10.3	Triarc
Companies, Inc. Amended and Restated 1998 Equity Participation Plan,
incorporated herein by reference to Exhibit 10.3 to Triarc’s Current
Report on Form 8-K dated May 19, 2005 (SEC file no.
001-02207).**
10.4	Form
of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc.
Amended and Restated 1998 Equity Participation Plan, incorporated herein
by reference to Exhibit 10.2 to Triarc’s Current Report on
Form 8-K dated May 13, 1998 (SEC file
no. 001-02207).**
10.5	Wendy’s/Arby’s
Group, Inc. Amended and Restated 2002 Equity Participation Plan, as
amended.* **
10.6	Form
of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group,
Inc. Amended and Restated 2002 Equity Participation Plan, as amended,
incorporated herein by reference to Exhibit 99.6 to Wendy’s/Arby’s
Group’s Current Report on Form 8-K dated December 22, 2008 (SEC file no.
001-02207).**
10.7	Form
of Restricted Stock Agreement under the Wendy’s/Arby’s Group, Inc. Amended
and Restated 2002 Equity Participation Plan, as amended.*
**
10.8	1999
Executive Bonus Plan, incorporated herein by reference to Exhibit A to
Triarc’s 1999 Proxy Statement (SEC file no.
001-02207).**
10.9	Amendment
to the Triarc Companies, Inc. 1999 Executive Bonus Plan, dated as of June
22, 2004, incorporated herein by reference to Exhibit 10.1 to Triarc’s
Current Report on Form 8-K dated June 1, 2005 (SEC file no.
001-02207).**
10.10	Amendment
to the Triarc Companies, Inc. 1999 Executive Bonus Plan effective as of
March 26, 2007, incorporated herein by reference to Exhibit 10.2 to
Triarc’s Current Report on Form 8-K dated June 6, 2007 (SEC file no.
001-02207).**
10.11	Wendy’s
International, Inc. 2003 Stock Incentive Plan, incorporated herein by
reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-Q
for the quarter ended April 2, 2006 (SEC file no.
001-08116).**
10.12	Amendments
to the Wendy’s International, Inc. 2003 Stock Incentive Plan.*
**
10.13	Wendy’s
International, Inc. 2007 Stock Incentive Plan, incorporated herein by
reference to Annex C to the Wendy’s International, Inc. Definitive 2007
Proxy Statement, dated March 12, 2007 (SEC file no.
001-08116).**
10.14	First
Amendment to the Wendy’s International, Inc. 2007 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10(d) of the Wendy’s
International, Inc. Form 10-Q for the quarter ended September 30, 2007
(SEC file no. 001-08116).**
10.15	Amendments
to the Wendy’s International, Inc. 2007 Stock Incentive Plan.*
**
10.16	Wendy’s
International, Inc. Supplemental Executive Retirement Plan, incorporated
herein by reference to Exhibit 10(f) of the Wendy’s International, Inc.
Form 10-K for the year ended December 29, 2002 (SEC file no.
001-08116).**
10.17	First
Amendment to the Wendy’s International, Inc. Supplemental Executive
Retirement Plan, incorporated herein by reference to Exhibit 10(f) of the
Wendy’s International, Inc. Form 10-K for the year ended December 31,
2006 (SEC file no. 001-08116).**
10.18	Amended
and Restated Wendy’s International, Inc. Supplemental Executive Retirement
Plan No. 2, incorporated herein by reference to Exhibit 10(b) of the
Wendy’s International, Inc. Form 10-Q for the quarter ended September 30,
2007 (SEC file no 001-08116).**
10.19	Amended
and Restated Credit Agreement, dated as of July 25, 2005, amended and
restated as of March 11, 2009, among Wendy’s International, Inc.,
Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., Arby’s
Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the Lenders and
Issuers party thereto, Citicorp North America, Inc., as administrative
agent and collateral agent, Bank of America, N.A. and Credit Suisse,
Cayman Islands Branch, as co-syndication agents, Wachovia Bank, National
Association, SunTrust Bank and GE Capital Franchise Finance Corporation,
as co-documentation agents, Citigroup Global Markets Inc., Banc of America
Securities LLC and Credit Suisse, Cayman Islands Branch, as joint lead
arrangers and joint book-running managers, incorporated by reference to
Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on
March 12, 2009 (SEC file no. 001-02207).
10.20	Amended
and Restated Pledge and Security Agreement dated March 11, 2009, by and
between Wendy’s International Inc., Wendy’s International Holdings, LLC,
Arby’s Restaurant Group, Inc., and Arby’s Restaurant Holdings, LLC,
and Citicorp North America, Inc., as collateral agent incorporated by
reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Current Report on Form
8-K filed on March 12, 2009 (SEC file no. 001-02207).
10.21	Assignment
of Rights Agreement between Wendy’s International, Inc. and Mr. R. David
Thomas, incorporated herein by reference to Exhibit 10(c) of the Wendy’s
International, Inc. Form 10-K for the year ended December 31, 2000
(SEC file no. 001-08116).
10.22	Form
of Guaranty Agreement dated as of March 23, 1999 among National
Propane Corporation, Triarc Companies, Inc. and Nelson Peltz and
Peter W. May, incorporated herein by reference to Exhibit 10.30 to
Triarc’s Annual Report on Form 10-K for the fiscal year ended January 3,
1999 (SEC file no. 001-02207).
10.23	Indemnity
Agreement, dated as of October 25, 2000 between Cadbury Schweppes plc
and Triarc Companies, Inc., incorporated herein by reference to
Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated
November 8, 2000 (SEC file no. 001-02207).
10.24	Amended
and Restated Investment Management Agreement, dated as of April 30, 2007,
between TCMG-MA, LLC and Trian Fund Management, L.P., incorporated herein
by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated
April 30, 2007 (SEC file no. 001-02207).
10.25	Separation
Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and
Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc’s
Current Report on Form 8-K dated April 30, 2007 (SEC file no.
001-02207).**
10.26	Letter
Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to
Triarc’s Current Report on Form 8-K dated January 4, 2008 (SEC file No.
001-02207).**
10.27	Separation
Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and
Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc’s
Current Report on Form 8-K dated April 30, 2007 (SEC file no.
001-02207).**
10.28	Letter
Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
and Peter W. May, incorporated herein by reference to Exhibit 10.3 to
Triarc’s Current Report on Form 8-K dated January 4, 2008 (SEC file No.
001-02207).**
10.29	Services
Agreement, dated as of April 30, 2007, by and among Triarc Companies, Inc.
and Trian Fund Management, L.P., incorporated herein by reference to
Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated April 30, 2007
(SEC file no. 001-02207).
10.30	Letter
Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
and Trian Fund Management, L.P., incorporated herein by reference to
Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated January 4, 2008
(SEC file No. 001-02207).
10.31	Assignment
and Assumption of Lease, dated as of June 30, 2007, between Triarc
Companies, Inc. and Trian Fund Management, L.P., incorporated herein by
reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated
August 10, 2007 (SEC file no. 001-02207).
10.32	Bill
of Sale dated July 31, 2007, by Triarc Companies, Inc. to Trian Fund
Management, L.P., incorporated herein by reference to Exhibit 10.2 to
Triarc’s Current Report on Form 8-K dated August 10, 2007 (SEC file no.
001-02207).
10.33	Agreement
of Sublease between Triarc Companies, Inc. and Trian Fund Management,
L.P., incorporated herein by reference to Exhibit 10.4 to Triarc’s Current
Report on Form 8-K dated August 10, 2007 (SEC file no.
001-02207).
10.34	Form
of Aircraft Time Sharing Agreement between Triarc Companies, Inc. and each
of Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P.
Garden, incorporated herein by reference to Exhibit 10.5 to Triarc’s
Current Report on Form 8-K dated August 10, 2007 (SEC file no.
001-02207).
10.35	Form
of Aircraft Time Sharing Agreement between Triarc Companies, Inc. 280
Holdings, LLC and each of Trian Fund Management, L.P., Nelson Peltz, Peter
W. May and Edward P. Garden, incorporated herein by reference to Exhibit
10.56 to Triarc’s Current Report on Form 8-K dated August 10, 2007 (SEC
file no. 001-02207).
10.36	Registration
Rights Agreement dated as of April 23, 1993, between DWG Corporation and
DWG Acquisition Group, L.P.*
10.37	Letter
Agreement dated August 6, 2007, between Triarc Companies, Inc. and Trian
Fund Management, L.P., incorporated herein by reference to Exhibit 10.7 to
Triarc’s Current Report on Form 8-K dated August 10, 2007 (SEC file No.
001-02207).
10.38	Series
A Note Purchase Agreement, dated as of December 21, 2007, by and among DFR
Merger Company, LLC, Deerfield & Company LLC, Deerfield Triarc Capital
Corp., Triarc Deerfield Holdings, LLC (as administrative holder and
collateral agent) and the purchasers signatory thereto, incorporated
herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K
dated December 27, 2007 (SEC file no. 001-02207).
10.39	Collateral
Agency and Intercreditor Agreement, dated as of December 21, 2007, by and
among Triarc Deerfield Holdings, LLC, Jonathan W. Trutter, Paula Horn and
the John K. Brinckerhoff and Laura R. Brinckerhoff Revocable Trust, as
holders of the Series A Notes referenced therein, Sachs Capital Management
LLC, Spensyd Asset Management LLLP and Scott A. Roberts, as holders of the
Series B Notes referenced therein, Triarc Deerfield Holdings, LLC, as
collateral agent, Deerfield & Company LLC and Deerfield Triarc Capital
Corp., incorporated herein by reference to Exhibit 10.2 to Triarc’s
Current Report on Form 8-K dated December 27, 2007 (SEC file no.
001-02207).
10.40	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,
incorporated by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s
Current Report on Form 8-K filed on November 12, 2008 (SEC file no.
001-02207).
10.41	Consulting
and Employment Agreement dated July 25, 2008 between Triarc Companies,
Inc. and J. David Karam, incorporated by reference to Exhibit 99.1 to
Triarc’s Current Report on Form 8-K dated July 25, 2008 (SEC file no.
001-02207).**
10.42	Amended
and Restated Letter Agreement dated as of December 18, 2008 between Thomas
A. Garrett and Arby’s Restaurant Group, Inc., incorporated by reference to
Exhibit 99.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on
December 22, 2008 (SEC file no. 001-02207).**
10.43	Amended
and Restated Letter Agreement dated as of December 18, 2008 between
Sharron Barton and Wendy’s/Arby’s Group, Inc., incorporated by reference
to Exhibit 99.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed
on December 22, 2008 (SEC file no. 001-02207).**
10.44	Amended
and Restated Letter Agreement dated as of December 18, 2008 between Nils
H. Okeson and Wendy’s/Arby’s Group, Inc., incorporated by reference to
Exhibit 99.3 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on
December 22, 2008 (SEC file no. 001-02207).**
10.45	Amended
and Restated Letter Agreement dated as of December 18, 2008 between
Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated by reference
to Exhibit 99.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed
on December 22, 2008 (SEC file no. 001-02207).**
10.46	Amended
and Restated Letter Agreement dated as of December 18, 2008 between Roland
C. Smith and Wendy’s/Arby’s Group, Inc., incorporated by reference to
Exhibit 99.5 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on
December 22, 2008 (SEC file no. 001-02207).**
10.47	Form
of Indemnification Agreement, between Wendy’s/Arby’s Group, Inc. and
certain officers, directors, and employees thereof.* **
10.48	Form
of Indemnification Agreement between Arby’s Restaurant Group, Inc. and
certain directors, officers and employees thereof, incorporated by
reference to Exhibit 10.40 to Triarc’s Annual Report on Form 10-K for the
fiscal year ended December 30, 2007 (SEC file no.
001-02207).**
10.49	Form
of Indemnification Agreement for officers and employees of Wendy’s
International, Inc. and its subsidiaries, incorporated herein by reference
to Exhibit 10 of the Wendy’s International, Inc. Current Report on Form
8-K filed July 12, 2005 (SEC file no. 001-08116).**
10.50	Form
of First Amendment to Indemnification Agreement between Wendy’s
International, Inc. and its directors and certain officers and employees,
incorporated herein by reference to Exhibit 10(b) of the Wendy’s
International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC
file no. 001-08116).**
21.1	Subsidiaries
of the Registrant*
23.1	Consent
of Deloitte & Touche LLP. *
23.2	Consent of Deloitte & Touche LLP.
***
31.1	Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
***
31.2	Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
***
32.1	Certification of the Chief Executive Officer
and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, furnished as an exhibit to this Form 10-K.
***
99.1	Consolidated
Financial S tatements of Deerfield Capital Corp. and
subsidiaries (and related reports of independent registered public
accounting firm) , incorporated herein by reference to Item 8 of the
Annual Report on Form 10-K of Deerfield Capital Corp. for the year ended
December 31, 2008 (SEC file no.
001-32551).

• Filed with the 2008 Annual Report on March 13, 2009.

** Identifies a management contract or compensatory plan or arrangement.

*** Filed herewith.

Instruments defining the rights of holders of certain issues of long-term debt of the Company and its consolidated subsidiaries have not been filed as exhibits hereto because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of each of such instruments to the Commission upon request.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | WENDY’S/ARBY’S
GROUP, INC. (Registrant) |
| --- | --- |
| Dated:
March 16, 2009 | By: /s/ Stephen
E. Hare |
| | Stephen
E. Hare |
| | Senior
Vice President and Chief Financial
Officer |

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