Wendy's Co — Director's Dealing 2004

Jan 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2004-01-23

Reporting Person: MAY JONATHAN P (SVP - Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-23	Class A Common Stock	M	10000	—	Acquired	11251	Direct
2004-01-23	Class A Common Stock	S	3700	$11.55	Disposed	7551	Direct
2004-01-23	Class A Common Stock	S	3000	$11.60	Disposed	4551	Direct
2004-01-23	Class A Common Stock	S	100	$11.62	Disposed	4451	Direct
2004-01-23	Class A Common Stock	S	2000	$11.63	Disposed	2451	Direct
2004-01-23	Class A Common Stock	S	500	$11.64	Disposed	1951	Direct
2004-01-23	Class A Common Stock	S	700	$11.68	Disposed	1251	Direct
2004-01-23	Class B Common Stock, Series 1	M	20000	—	Acquired	22502	Direct
2004-01-23	Class B Common Stock, Series 1	S	2500	$11.30	Disposed	20002	Direct
2004-01-23	Class B Common Stock, Series 1	S	5000	$11.35	Disposed	15002	Direct
2004-01-23	Class B Common Stock, Series 1	S	2200	$11.36	Disposed	12802	Direct
2004-01-23	Class B Common Stock, Series 1	S	6200	$11.40	Disposed	6602	Direct
2004-01-23	Class B Common Stock, Series 1	S	1300	$11.41	Disposed	5302	Direct
2004-01-23	Class B Common Stock, Series 1	S	300	$11.55	Disposed	5002	Direct
2004-01-23	Class B Common Stock, Series 1	S	2500	$11.70	Disposed	2502	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-23	Employee Stock Option (right to buy)	$16.88	M	10000	Disposed	2009-03-15	Class A Common Stock (0)	Direct

Footnotes

F1: On August 11, 2003, Triarc Companies, Inc. (Triarc) declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1 for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1997 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003, became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1.

F2: This employee stock option was previously reported as an option for 15,000 shares of Class A Common Stock at an exercise price of $16.875 per share, but was adjusted to reflect the stock dividend referred to in note (1) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 30,000 shares of Class B Common Stock, Series 1 for no additional consideration.

F3: With tandem tax withholding rights.

F4: The option vested in three equal installments on March 15, 2000, 2001 and 2002.