Wendy's Co — Director's Dealing 2004

Jan 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC ((TRY))
CIK: 0000030697
Period of Report: 2004-01-15

Reporting Person: MAY PETER W (Director, President and COO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-15	Class A Common Stock	P	681000	—	Acquired	6024662	Indirect
2004-01-15	Class B Common Stock, Series 1	S	681000	—	Disposed	10006324	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	302482	Direct
Class B Common Stock, Series 1	604964	Direct

Footnotes

F1: The Class A Common Stock and the Class B Common Stock, Series 1, are separate classes of securities, without conversion or other derivative features.

F2: DWG Acquisition Group, L.P. exchanged an aggregate of 681,000 shares of Class B Common Stock, Series 1, and $408,600, in cash, for 681,000 shares of Class A Common Stock. At the time of the exchange, the price per share of the Class A Common Stock on the New York Stock Exchange, Inc. (NYSE) was $11.50 , the price per share of the Class B Common Stock, Series 1, on the NYSE was $10.90 and the cash exchanged with respect to each share of Class A Common Stock was $.60.

F3: 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: All such shares are owned by DWG Acquisition Group, L.P., an entity in which Mr. May is a General Partner.

F5: Includes shares of Class B Common Stock, Series 1, received in connection with a stock dividend paid by Triarc Companies, Inc. 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 oustanding.