Wendy's Co — Major Shareholding Notification 2008

Sep 23, 2008

SC 13D/A 1 try13da26.htm AMENDMENT 26 TO TRIARC 13D try13da26.htm Licensed to: Trian Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20 549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26)*

TRIARC COMPANIES, INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE

CLASS B COMMON STOCK, SERIES 1, PAR VALUE $.10 PER SHARE

(Title of Class of Securities)

CLASS A COMMON STOCK: 895927 10 1

CLASS B COMMON STOCK: 895927 30 9

(CUSIP Number)

PETER W. MAY 280 PARK AVENUE NEW YORK, NEW YORK 10017 TEL. NO.: (212) 451-3000 BRIAN L. SCHORR, ESQ. CHIEF LEGAL OFFICER TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41 st FLOOR NEW YORK, NEW YORK 10017 TEL. NO.:(212) 451-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 22, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NELSON
PELTZ | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS Not
applicable | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) |
| | 8 | SHARED
VOTING POWER (See Item 5) 11,114,770
(Class A Common Stock) 14,705,649
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 6,980,372
(Class A Common Stock) 8,918,689
(Class B Common Stock) |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 11,114,770
(Class A Common Stock) 14,705,649
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.39%
(Class A Common Stock) * 22.95%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON IN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PETER
W. MAY | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS Not
applicable | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) |
| | 8 | SHARED
VOTING POWER (See Item 5) 11,218,820
(Class A Common Stock) 14,494,784
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 3,604,648
(Class A Common Stock) 4,612,945
(Class B Common Stock) |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 11,218,820
(Class A Common Stock) 14,494,784
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.75%
(Class A Common Stock) * 22.62%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON IN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EDWARD
P. GARDEN | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS Not
Applicable | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 255
(Class A Common Stock) 194,370
(Class B Common Stock) |
| | 8 | SHARED
VOTING POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 255
(Class A Common Stock) 194,370
(Class B Common Stock) |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 506,255
(Class A Common Stock) 1,081,970
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75%
(Class A Common Stock) * 1.69%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON IN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Fund Management, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75%
(Class A Common Stock) * 1.39%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON PN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Fund Management GP, LLC S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75%
(Class A Common Stock) * 1.39%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON OO | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners GP, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453775 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75%
(Class A Common Stock) * 1.39%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON PN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners General Partner, LLC S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453595 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 506,000
(Class A Common Stock) 887,600
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.75%
(Class A Common Stock) * 1.39%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON OO | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 122,816
(Class A Common Stock) 215,439
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 122,816
(Class A Common Stock) 215,439
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 122,816
(Class A Common Stock) 215,439
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.42%
(Class A Common Stock) * 0.34%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON PN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners Master Fund, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 383,184
(Class A Common Stock) 672,161
(Class B Common Stock) |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 383,184
(Class A Common Stock) 672,161
(Class B Common Stock) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 383,184
(Class A Common Stock) 672,161
(Class B Common Stock) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.32%
(Class A Common Stock) * 1.05%
(Class B Common Stock) * | |
| 14 | TYPE
OF REPORTING PERSON PN | |

• These percentages are calculated based on 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners Parallel Fund I, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 0 |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | |
| 14 | TYPE
OF REPORTING PERSON PN | |

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners Parallel Fund I General Partner, LLC S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694293 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 0 |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | |
| 14 | TYPE
OF REPORTING PERSON OO | |

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners Parallel Fund II, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 87-0763105 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 0 |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | |
| 14 | TYPE
OF REPORTING PERSON PN | |

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners Parallel Fund II GP, L.P. S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 87-0763102 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 0 |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | |
| 14 | TYPE
OF REPORTING PERSON PN | |

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

| 1 | NAME
OF REPORTING PERSON Trian
Partners Parallel Fund II General Partner, LLC S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 87-0763099 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [] (b) [] |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) | [] |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER (See Item 5) 0 |
| | 8 | SHARED
VOTING POWER (See Item 5) 0 |
| | 9 | SOLE
DISPOSITIVE POWER (See Item 5) 0 |
| | 10 | SHARED
DISPOSITIVE POWER (See Item 5) 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item
5) 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | [] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 | |
| 14 | TYPE
OF REPORTING PERSON OO | |

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

AMENDMENT NO. 26 TO SCHEDULE 13D

This Amendment No. 26 amends and supplements the Schedule 13D dated October 13, 1992 (the “ Original Statement ”), as amended and restated by Amendment No. 6 dated May 3, 1993, as amended by Amendment No. 7 dated February 14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May 4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July 1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19 dated July 23, 2004, as amended by Amendment No. 20 dated May 23, 2005, as amended by Amendment No. 21 dated January 6, 2006, as amended by Amendment No. 22 dated February 23, 2006, as amended by Amendment No. 23 dated December 26, 2006, as amended by Amendment No. 24 dated April 23, 2008, and as amended by Amendment No. 25 dated September 16, 2008 (the Original Statement, as so amended shall be known as the “ Statement ”), with respect to the Class A Common Stock, par value $.10 per share (the “ Class A Common Stock ”), and the Class B Common Stock, Series 1, par value $.10 per share (the “ Class B Common Stock ”), in each case of Triarc Companies, Inc., a Delaware corporation and successor by merger to Triarc Companies, Inc., an Ohio corporation formerly named DWG Corporation (the “ Company ”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement.

Except as set forth below, there are no changes to the information set forth in the Statement. As noted in Amendment Nos. 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25, all references in the Statement to “Common Stock” shall be deemed to refer to the Class A Common Stock.

Items 3, 5 and 7 of the Statement are hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration

Since September 16, 2008, each of Messrs. Peltz and Garden, in their capacities as directors of the Company, received 255 shares of Class A Common Stock in lieu of meeting attendance fees pursuant to the terms of the Company’s Amended and Restated 2002 Equity Participation Plan.

Since September 16, 2008, Trian Onshore and Trian Master Fund have purchased an aggregate of 506,000 shares of Class A Common Stock and 887,600 shares of Class B Common Stock. As of 4:00 p.m., New York City time, on September 22, 2008 the aggregate purchase price of such shares of Class A Common Stock was $2,646,293 and the aggregate purchase price of such shares of Class B Common Stock was $4,741,015. The source of the funding for the purchase of these shares of Class A Common Stock and Class B Common Stock was, and the source of the funding of the purchase of any additional shares of Class A Common Stock and Class B Common Stock by Trian Onshore and Trian Master Fund is expected to be, the respective general working capital of the purchasers.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

Item 5. Interest in Securities of the Issuer

(a) As of 4:00 p.m., New York City time, on September 22, 2008, the Filing Persons beneficially owned, in the aggregate, 11,242,825 shares of Class A Common Stock and 14,975,569 shares of Class B Common Stock, representing approximately 38.83% of the outstanding Class A Common Stock and approximately 23.37% of the outstanding Class B Common Stock (based upon the 28,952,771 shares of Class A Common Stock and 64,081,445 shares of Class B Common Stock outstanding as of August 5, 2008, as reported in the Company’s Form S-4/A, filed on August 14, 2008).

(b) Each of Trian Onshore and Trian Offshore beneficially and directly owns and has sole voting power and sole dispositive power with regard to 122,816 and 383,184 shares of Class A Common Stock, respectively, and 215,439 and 672,161 shares of Class B Common Stock, respectively, in each case except to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such shares.

Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore and Trian Offshore (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares of Class A Common Stock and Class B Common Stock that Trian Onshore and Trian Offshore directly and beneficially own. Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. Each of Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian GP (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares of Class A Common Stock and Class B Common Stock that Trian GP directly and beneficially owns. Each of Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian GP LLC (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares of Class A Common Stock and Class B Common Stock that Trian GP LLC directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes.

(c) Other than the acquisition by each of Messrs. Peltz and Garden of 255 shares of Class A Common Stock in lieu of meeting attendance fees on September 15, 2008, which shares were deemed to be acquired at a price of $5.88 per share in accordance with the terms of the Company’s Amended and Restated 2002 Equity Participation Plan (discussed in Item 3), the following tables set forth all transactions with respect to the shares of Class A Common Stock and Class B Common Stock effected during the past sixty (60) days by any of the Filing Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on September 22, 2008. Except as otherwise noted, all such transactions were effected in the open market, and the tables include commissions paid in per share prices.

Class A Common Stock: CUSIP No. 895927 10 1

Class B Common Stock: CUSIP No. 895927 30 9

Class A Common Stock

| Name | Date | No.
of Shares | Price Per
Share ($) | Transaction Type |
| --- | --- | --- | --- | --- |
| Trian
Onshore | 9/17/2008 | 24,272 | 5.1271 | Purchase |
| Trian
Onshore | 9/18/2008 | 8,495 | 5.0483 | Purchase |
| Trian
Onshore | 9/19/2008 | 36,408 | 5.3992 | Purchase |
| Trian
Onshore | 9/22/2008 | 53,641 | 5.1901 | Purchase |
| Trian
Master Fund | 9/17/2008 | 75,728 | 5.1271 | Purchase |
| Trian
Master Fund | 9/18/2008 | 26,505 | 5.0483 | Purchase |
| Trian
Master Fund | 9/19/2008 | 113,592 | 5.3992 | Purchase |
| Trian
Master Fund | 9/22/2008 | 167,359 | 5.1901 | Purchase |

Class B Common Stock

| Name | Date | No.
of Shares | Price Per
Share ($) | Transaction Type |
| --- | --- | --- | --- | --- |
| Trian
Onshore | 9/17/2008 | 18,592 | 5.1833 | Purchase |
| Trian
Onshore | 9/18/2008 | 16,990 | 5.1217 | Purchase |
| Trian
Onshore | 9/19/2008 | 67,962 | 5.4723 | Purchase |
| Trian
Onshore | 9/22/2008 | 111,895 | 5.3215 | Purchase |
| Trian
Master Fund | 9/17/2008 | 58,008 | 5.1833 | Purchase |
| Trian
Master Fund | 9/18/2008 | 53,010 | 5.1217 | Purchase |
| Trian
Master Fund | 9/19/2008 | 212,038 | 5.4723 | Purchase |
| Trian
Master Fund | 9/22/2008 | 349,105 | 5.3215 | Purchase |

Item 7. Material to be Filed as Exhibits

The following document is included in this Statement as an exhibit thereto:

1. Amended and Restated Voting Agreement, dated as of August 14, 2008, by and among the Company, Nelson Peltz and Peter W. May.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 23, 2008

TRIAN PARTNERS GP, L.P.

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS GENERAL PARTNER, LLC

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS, L.P.

By: Trian Partners GP, L.P., its general partner

By: Trian Partners General Partner, LLC, its general partner

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS MASTER FUND, L.P.

By: Trian Partners GP, L.P., its general partner

By: Trian Partners General Partner, LLC, its general partner

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS PARALLEL FUND I, L.P.

By: Trian Partners Parallel Fund I General Partner LLC, its general partner

By:

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS PARALLEL FUND II, L.P.

By: Trian Partners Parallel Fund II GP, L.P., its general partner

By: Trian Partners Parallel Fund II General Partner, LLC, its general partner

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS PARALLEL FUND II GP, L.P.

By: Trian Partners Parallel Fund II General Partner, LLC, its general partner

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN FUND MANAGEMENT, L.P.

By: Trian Fund Management GP, LLC, its general partner

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

TRIAN FUND MANAGEMENT GP, LLC

By: /s/EDWARD P. GARDEN

---

Name: Edward P. Garden

Title: Member

/s/ NELSON PELTZ

---

Nelson Peltz

/s/PETER W. MAY

---

Peter W. May

/s/EDWARD P. GARDEN

---

Edward P. Garden

EXHIBIT INDEX

| EXHIBIT | DESCRIPTION | PAGE
NO. |
| --- | --- | --- |
| 1 | Stock
Purchase Agreement dated as of October 1, 1992 by and between the
Purchaser, Posner, Posner Trust and Security Management. | Filed
with Original Statement |
| 2 | Exchange
Agreement dated as of October 12, 1992 between the Company and Security
Management. | Filed
with Original Statement |
| 3 | Agreement
dated as of October 1, 1992 between the Company and the
Purchaser. | Filed
with Original Statement |
| 4 | Agreement
of Limited Partnership of the Purchaser dated as of September 25,
1992. | Filed
with Original Statement |
| 5 | Joint
Filing Agreement of the Purchaser, Peltz and May. | Filed
with Amendment No. 14 |
| 6 | Memorandum
of Understanding, dated January 21, 1993, by and between the Purchaser and
William A. Ehrman, individually and derivatively on behalf of
SEPSCO. | Filed
with Amendment No. 2 |
| 7 | Letter
dated January 25, 1993 from Steven Posner to the Purchaser Filed with
Amendment (including proposed terms and conditions of Consulting Agreement
to be No. 2 entered into between the Company and Steven
Posner). | Filed
with Amendment No. 2 |
| 8 | Undertaking
and Agreement, dated February 9, 1993, executed by the
Purchaser. | Filed
with Amendment No. 3 |
| 9 | Amendment
No. 3 dated as of April 14, 1993 to Agreement of Limited Partnership
of the Purchaser. | Filed
with Amendment No. 4 |
| 10 | Citibank
Loan Documents (Exhibits and Schedule omitted). | Filed
with Amendment No. 4 |
| 11 | Republic
Loan Documents (Exhibits and Schedules omitted). | Filed
with Amendment No. 4 |
| 12 | Pledge
and Security Agreement, dated as of April 5, 1993, between the Purchaser
and Citibank. | Filed
with Amendment No. 5 |
| 13 | Custodial
Loan Documents. | Filed
with Amendment No. 5 |
| 14 | Agreement,
dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon
Kalvaria. | Filed
with Amendment No. 6 |
| 15 | Amended
and Restated Pledge and Security Agreement, dated as of July 25, 1994
between the Purchaser and Citibank. | Filed
with Amendment No. 6 |
| 16 | Amendment
No. 1 dated as of November 15, 1992 to Agreement of Limited
Partnership of the Purchaser. | Filed
with Amendment No. 7 |
| 17 | Amendment
No. 2 dated as of March 1, 1993 to Agreement of Limited Partnership
of the Purchaser. | Filed
with Amendment No. 7 |
| 18 | Amendment
No. 4 dated a January 1, 1995 to Agreement of Limited Partnership of
the Purchaser. | Filed
with Amendment No. 7 |
| 19 | Amendment
No. 5 dated as of January 1, 1996 to Agreement of Limited Partnership
of the Purchaser. | Filed
with Amendment No. 7 |
| 20 | BOA
Loan documents, as amended (Exhibits and Schedules
omitted). | Filed
with Amendment No. 22 |
| 21 | Letter,
dated October 12, 1998, from Messrs. Nelson Peltz and Peter W. May to the
Company. | Filed
with Amendment No. 8 |
| 22 | Press
release, issued by the Company, dated October 12, 1998. | Filed
with Amendment No. 8 |
| 23 | Letter,
dated October 12, 1998, from the Company to Messrs. Nelson Peltz and Peter
W. May. | Filed
with Amendment No. 8 |
| 24 | Press
release issued by the Company, dated March 10, 1999. | Filed
with Amendment No. 9 |
| 25 | Amended
and Restated Agreement of Limited Partnership of the Purchaser, amended
and restated as of November 11, 2002. | Filed
with Amendment No. 11 |
| 26 | Pledge
Agreement dated April 2, 2001, made by Peltz Family Limited Partnership,
in favor of Bank of America, N.A. | Filed
with Amendment No. 13 |
| 27 | Pledge
and Security Agreement dated April 2, 2003, made by Peter W. May, in favor
of Bank of America, N.A. (Schedule II omitted). | Filed
with Amendment No. 13 |
| 28 | Voting
Agreement, dated June 26, 2004, by and among Messrs. Nelson Peltz, Peter
W. May and Gregory H. Sachs. | Filed
with Amendment No. 18 |
| 29 | Voting
Agreement dated July 23, 2004, between Messrs. Nelson Peltz and Peter W.
May. | Filed
with Amendment No. 19 |
| 30 | Pledge
and Security Agreement dated July 23, 2004, made by Nelson Peltz, in favor
of Bank of America, N.A., as amended (Schedule I
omitted). | Filed
with Amendment No. 22 |
| 31 | Amendment
No. 1 to Pledge and Security Agreement dated July 23, 2004, made by
Peter W. May, in favor of Bank of America, N.A. | Filed
with Amendment No. 19 |
| 32 | Agreement
and Plan of Merger, dated April 23, 2008, by and among Triarc, Wendy’s and
Green Merger Sub. | Incorporated
by reference to Exhibit 2.1 to the Company’s current report on Form 8-K
filed with the Securities and Exchange Commission on April 29,
2008. |
| 33 | Voting
Agreement, dated as of April 23, 2008, by and among the Company, Nelson
Peltz and Peter W. May. | Incorporated
by reference to Exhibit 99.1 to the Company’s current report on Form 8-K
filed with the Securities and Exchange Commission on April 29,
2008. |
| 34 | Joint
Filing Agreement of the Filing Persons. | Filed
with Amendment No. 25. |
| 35 | Amended
and Restated Voting Agreement, dated as of August 14, 2008, by and among
the Company, Nelson Peltz and Peter W. May. | Incorporated
by reference to Annex J to the Company's Prospectus filed pursuant to Rule
424(b)(3) with the Securities and Exchange Commission on August 20,
2008. |