Wendy's Co — Director's Dealing 2003

Sep 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENCORE CAPITAL GROUP INC ((ECPG))
CIK: 0001084961
Period of Report: 2000-10-31

Reporting Person: TRIARC COMPANIES INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-25	Common Stock	C	1745660	—	Acquired	2281269	Indirect
2003-09-25	Common Stock	S	256270	$11.00	Disposed	2024999	Indirect
2003-09-25	Common Stock	X	101275	$0.01	Acquired	101275	Direct
2003-09-29	Common Stock	J	101275	—	Disposed	0	Direct
2003-09-29	Common Stock	J	101275	—	Acquired	101275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2000-10-31	Common Stock Warrants (right to buy)	$0.01	J	1275	Acquired	2005-01-12	Common Stock (1275)	Direct
2003-09-25	Common Stock Warrants (right to buy)	$0.01	X	1275	Disposed	2005-01-12	Common Stock (1275)	Direct
2003-09-25	Common Stock Warrants (right to buy)	$0.01	X	100000	Disposed	2005-01-12	Common Stock (100000)	Direct
2003-09-25	Series A Senior Cumulative Part Conv Pfd Stock	$0.50	C	174566	Disposed		Common Stock (1745660)	Indirect

Footnotes

F1: In connection with an underwritten public offering (the Offering) of the Issuer's Common Stock, holders of Series A Senior Cumulative Participating Convertible Preferred Stock (the Series A Preferred Stock) entered into a Preferred Stock Conversion Agreement, whereby each share of Series A Preferred Stock will be converted into ten shares of the Issuer's Common Stock, without additional consideration, concurrently with the closing of the Offering, which is scheduled for October 1, 2003.

F2: On September 25, 2003, Madison West Associates Corp. (Madison West), a wholly-owned subsidiary of the the Reporting Person, entered into an Underwriting Agreement providing for the sale by Madison West of 256,270 shares of the Issuer's Common Stock.

F3: All such shares are held by Madison West. 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.

F4: The Reporting Person has agreed to exercise the Common Stock warrants on September 30, 2003 and to contribute the shares of Encore Common Stock that it receives to Madison West, its wholly-owned subsidiary.

F5: Madison West has agreed to dividend to Triarc, its sole stockholder, 101,275 shares of Encore Common Stock that it currently holds upon receipt of the contribution by Triarc of shares of Encore Common Stock referred to in footnote (4).

F6: The Common Stock warrants were acquired pursuant to an anti-dilution adjustment to Common Stock warrants granted to the Reporting Person in January 2000 in consideration for the Reporting Person providing a guaranty of certain indebtedness of the Issuer.

F7: Immediately