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Wendy's Co – ‘PRER14A’ on 8/29/01

On: Wednesday, 8/29/01 · Accession #: 950142-1-500296 · File #: 1-02207

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/29/01  Wendy’s Co                        PRER14A                1:37K                                    Paul Weiss Ri… LLP 01/FA

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Statement                   17     61K 

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 Section 240.14a-101 Schedule 14A.
Information required in proxy statement.

SCHEDULE 14A INFORMATION
 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
Exchange Act of 1934

 (Amendment No. 1)

Filed by the Registrant [X]                                   
Filed by a party other than the Registrant [_]                

Check the appropriate box:                                                      

[X]      Preliminary Proxy Statement                          
        [_]      Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))                           
[_]      Definitive Proxy Statement                           
[_]      Definitive Additional Materials                      
   [_]      Soliciting Material Pursuant to Section 240.14A-11(c) or
Section 240.14a-12                          

TRIARC COMPANIES, INC.
 -------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

 N/A
  --------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)        

Payment of Filing Fee (Check the appropriate box):                              

[X]      No fee required                                      
         [_]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11                                    
 (1)      Title of each class of securities to which transaction
applies:                                    
       (2)      Aggregate number of securities to which transaction applies:
  (3)      Per unit price or other underlying value of transaction
              computed pursuant to Exchange Act Rule 0-11 (set forth the
                 amount on which the filing fee is calculated and state how it
was determined):                            
(4)      Proposed maximum aggregate value of transaction:     
(5)      Total fee paid:                                      

[_]      Fee paid previously with preliminary materials.      

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     
(1)      Amount Previously Paid:                              
(2)      Form, Schedule or Registration Statement No.:        
(3)      Filing Party:                                        
(4)      Date Filed:                                          

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[GRAPHIC OMITTED]                                                               
[TRIARC LOGO]                                                                   

TRIARC COMPANIES, INC.
 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 TO BE HELD ON __________, __ __, 2001
 ________ A.M., LOCAL TIME

Notice is hereby given that a Special Meeting of Stockholders of Triarc         
Companies, Inc. will be held on _________, ___, 2001, at ______ a.m., local     
time, at ___, for the following purposes:                                       

      (1)      to amend the Certificate of Incorporation of the Company to
                  (i) increase the total number of shares of capital stock which
               the Company has authority to issue to three hundred million
                 (300,000,000) shares, (ii) eliminate the authorization of the
                  existing Class B Common Stock, (iii) increase the total number
                  of authorized shares of Preferred Stock to one hundred million
               (100,000,000) shares and (iv) authorize one hundred million
         (100,000,000) shares of new Class B Common Stock; and

      (2)      to transact such other business as may properly come before
           the meeting or any adjournment or postponement thereof.

    Stockholders entitled to vote at the meeting or any adjournment or
     postponement thereof are holders of record of the Company's Class A
Common Stock at the close of business on September 7, 2001.   

                                  By Order of the Board of Directors

                                   ___________________________________
               STUART I. ROSEN
                                   Senior Vice President and Associate
                              General Counsel, and Secretary

_________________ __, 2001                                                      

      YOUR VOTE IS IMPORTANT! STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND
       THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN
    AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
 ENVELOPE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE
MEETING.                                                      

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[TRIARC LOGO]                                                                   

TRIARC COMPANIES, INC.
 280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000

 ________________ __, 2001

Dear Stockholders:                                                              

It is our pleasure to invite you to join us at the Special Meeting of           
Stockholders of Triarc Companies, Inc. which will be held at _______ a.m., on   
___, _____________ __, 2001, at ________. The Board of Directors and management 
hope that many of you will be able to attend in person.                         

At the meeting, you will be asked to consider and vote on a proposal to amend   
Article IV of Triarc's Certificate of Incorporation. The Board of Directors has 
unanimously approved and declared advisable the proposal and recommends that you
vote FOR it.                                                                    

Notice of the Special Meeting and the Proxy Statement follow. It is important   
that your shares be represented and voted, regardless of the size of your       
holdings. Accordingly, whether or not you plan to attend the meeting in person, 
please complete, sign, date and return the enclosed proxy. If you attend the    
meeting and wish to vote your shares personally, you may revoke your proxy.     

Sincerely,

______________________         _________________________      
NELSON PELTZ                   PETER W. MAY                   
Chairman and Chief             President and Chief            
Executive Officer              Operating Officer              

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                                                                               2

TRIARC COMPANIES, INC.
 280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000

 PROXY STATEMENT
INTRODUCTION

GENERAL                                                                         

The accompanying proxy is solicited by the Board of Directors (the "Board of    
Directors" or the "Board") of Triarc Companies, Inc. (the "Company" or "Triarc")
in connection with the Special Meeting of Stockholders of the Company (the      
"Meeting"), to be held on __________, __, 2001, at _____ a.m., local time, at   
___________________ and at any adjournment or postponement of the Meeting. This 
Proxy Statement and a proxy are first being mailed to stockholders on or about  
__________ ___, 2001. The mailing address of the Company's principal executive  
office is 280 Park Avenue, New York, New York 10017.                            

When a proxy is returned properly dated and signed, the shares represented      
thereby will be voted by the persons named as proxies in accordance with each   
stockholder's directions. Stockholders may specify their choices by marking the 
appropriate boxes on the enclosed proxy. If a proxy is dated, signed and        
returned without specifying choices, the shares will be voted as recommended by 
the Board of Directors FOR Proposal 1. Under the Company's By-Laws (the         
"By-Laws"), business transacted at the Meeting is confined to the purposes      
stated in the Notice of the Meeting. The proxy being solicited does, however,   
convey discretionary authority to the persons named therein as proxies to vote  
on matters incident to the conduct of the Meeting. The proxy may be revoked by  
the stockholder at any time prior to the time it is voted by giving notice of   
such revocation either personally or in writing to the Secretary of the Company 
at the address provided above.                                                  

VOTING SECURITIES                                                               

All holders of record of the Company's Class A Common Stock, par value $.10 per 
share (the "Class A Common Stock"), at the close of business on September 7,    
2001 are entitled to vote on all business of the Meeting. At the close of       
business on such day, the Company had ___________ shares of Class A Common Stock
outstanding and entitled to vote at the Meeting. Each share of Class A Common   
Stock entitles the holder to one vote per share. The presence, in person or by  
proxy, of stockholders entitled to cast at least a majority of the votes which  
all stockholders are entitled to cast shall constitute a quorum. Broker         
"non-votes" and the shares as to which a stockholder abstains are included for  
purposes of determining whether a quorum of shares is present at the Meeting. A 
broker "non-vote" occurs when a nominee holding shares for a beneficial owner   
does not vote on a particular proposal because the nominee does not have        
discretionary voting power with respect to that item and has not received       
instructions from the beneficial owner.                                         

Under the General Corporation Law of the State of Delaware (the "Delaware Law"),
the state in which the Company is incorporated, the Company's Certificate of    
Incorporation and the By-Laws, the affirmative vote of a majority of the        
outstanding shares of Class A Common Stock is required for approval of Proposal 
1. Under the Delaware Law, abstentions and broker non-votes have the effect of  
votes against Proposal 1.                                                       

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                                                                               3

The Company has been informed that the 5,982,867 shares of Class A Common Stock 
(constituting approximately 29.4% of the outstanding shares of Class A Common   
Stock as of August 10, 2001) owned by DWG Acquisition Group, L.P., a Delaware   
limited partnership of which Nelson Peltz and Peter W. May are the sole general 
partners ("DWG Acquisition"), will be voted in accordance with the              
recommendation of the Board of Directors FOR Proposal 1.                        

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                                                                               4

 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth the beneficial ownership as of August 10, 2001 by
each person known by the Company to be the beneficial owner of more than 5% of  
the outstanding shares of Class A Common Stock (constituting the only class of  
voting capital stock of the Company), each director of the Company who has such 
ownership, the Company's Chairman and Chief Executive Officer, the President and
Chief Operating Officer and each of the other three (3) most highly compensated 
officers as of the end of the Company's last fiscal year. Except as otherwise   
indicated, each person has sole voting and dispositive power with respect to    
such shares.                                                                    

                                                        [Enlarge/Download Table]

                                                                 AMOUNT AND                              
                  NAME AND ADDRESS OF                            NATURE OF                               
                    BENEFICIAL OWNER                       BENEFICIAL OWNERSHIP          PERCENT OF CLASS
                    ----------------                       --------------------          ----------------
                                                                                                         
DWG Acquisition Group, L.P................................    5,982,867 shares(1)              29.4%     
1201 North Market Street                                                                                 
Wilmington, DE 19801                                                                                     

Nelson Peltz..............................................    7,490,209 shares(1)(2)(3)        34.3%     
280 Park Avenue                                                                                          
New York, NY 10017                                                                                       

Peter W. May..............................................    6,998,000 shares(1)(2)           32.8%     
280 Park Avenue                                                                                          
New York, NY 10017                                                                                       

Lockheed Martin Investment                                                                               
Management Company........................................    1,763,863 shares(4)               8.7%     
6705 Rockledge Drive                                                                                     
Bethesda, MD 20817-1814                                                                                  

Neuberger Berman Inc......................................    1,232,875 shares(5)               6.1%     
Neuberger Berman, LLC                                                                                    
605 Third Avenue                                                                                         
New York, NY 10158                                                                                       

Hugh L. Carey.............................................       49,252 shares                   *       

Clive Chajet..............................................       39,800 shares(6)                *       

Joseph A. Levato..........................................       54,375 shares                   *       

David E. Schwab II........................................       39,440 shares                   *       

Jeffrey S. Silverman......................................       62,590 shares                   *       

Raymond S. Troubh.........................................       52,000 shares                   *       

Gerald Tsai, Jr...........................................       37,855 shares                   *       

John L. Barnes, Jr........................................      104,001 shares                   *       

Eric D. Kogan.............................................       80,667 shares                   *       

Brian L. Schorr...........................................       72,957 shares(7)                *       

Directors and Executive Officers as a group                                                              
(19 persons)..............................................    9,408,280 shares                 39.9%     

*  Less than 1%                                                                 

(1)  The Company is informed that DWG Acquisition has pledged such shares to a  
  financial institution on behalf of Messrs. Peltz and May to secure loans
made to them.                                                         

(2)  Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and  
Mr. May are the sole general partners.                                

(3)  Includes 23,750 shares owned by a family limited partnership of which Mr.  
 Peltz is a General Partner. Mr. Peltz disclaims beneficial ownership of
these shares.                                                         

(4)  The information set forth herein with respect to Lockheed Martin Investment
Management Company ("Lockheed Martin") is based solely on information 
contained in a Schedule 13G/A filed with the SEC on February 8, 2001  
pursuant to the Exchange Act. Lockheed Martin is deemed to be the     
beneficial owner of 1,763,863 shares of Class A Common Stock. Lockheed
Martin has sole voting and dispositive power over these shares.       

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                                                                               5

Lockheed Martin Master Retirement Trust, of which Lockheed Martin is the named  
fiduciary and investment adviser, has the right to receive or the power to      
direct the receipt of dividends from, or the proceeds from the sale of, shares  
beneficially owned by Lockheed Martin in an amount exceeding 5%.                

(5)  The information set forth herein with respect to Neuberger Berman, LLC     
     ("Neuberger LLC") and Neuberger Berman, Inc. (the parent holding company of
   Neuberger LLC, "Neuberger Inc.") is based solely on information contained
    in a Schedule 13G/A filed with the SEC on February 6, 2001 pursuant to the
Exchange Act. Neuberger LLC and Neuberger Berman Management Inc.      
("Neuberger Management"), serve as sub-adviser and investment manager,
   respectively, of Neuberger Inc.'s various mutual funds. Neuberger LLC and
     Neuberger Management are deemed to be beneficial owners of 1,232,875 shares
 of Class A Common Stock. These shares are included as shares over which
   Neuberger LLC and Neuberger Management have shared voting and dispositive
     power. Neuberger LLC and Neuberger Management disclaim beneficial ownership
   of an additional 86,000 shares of Class A Common Stock owned by employees
in their own personal securities accounts.                            

(6)  Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares Mr.   
Chajet disclaims beneficial ownership.                                

(7)  Includes 100 shares owned by a minor child of Mr. Schorr, as to which      
shares Mr. Schorr disclaims beneficial ownership.                     

The above beneficial ownership table includes options to purchase shares of     
Class A Common Stock which have vested or will vest within 60 days of August 10,
2001 by the following persons:                                                  

                                                          NUMBER OF SHARES
                      NAME OF BENEFICIAL OWNER            REPRESENTED BY OPTIONS
                      ------------------------            ----------------------
Nelson Peltz.............................................    1,456,667 shares   
Peter W. May.............................................      968,333 shares   
Hugh L. Carey............................................       32,000 shares   
Clive Chajet.............................................       32,000 shares   
Joseph A. Levato.........................................       41,000 shares   
David E. Schwab II.......................................       32,000 shares   
Jeffrey S. Silverman.....................................       20,000 shares   
Raymond S. Troubh........................................       32,000 shares   
Gerald Tsai, Jr..........................................       35,000 shares   
John L. Barnes, Jr.......................................      100,001 shares   
Eric D. Kogan............................................       66,667 shares   
Brian L. Schorr..........................................       66,667 shares   
Directors and Executive Officers as a                                           
group (19 persons).....................................    3,190,334 shares 

Except for the arrangements relating to the shares described in footnote (1) to 
the beneficial ownership table, there are no arrangements known to the Company  
the operation of which may at a subsequent date result in a change in control of
the Company.                                                                    

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                                                                               6

 PROPOSAL 1.
 AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

INTRODUCTION                                                                    

Article IV of the Company's Certificate of Incorporation currently provides that
the total number of shares of capital stock which the Company is authorized to  
issue is one hundred fifty million (150,000,000), of which one hundred million  
(100,000,000) are shares of Class A Common Stock, par value ten cents ($.10) per
share (the "Class A Common Stock"), twenty five million are shares of Class B   
Common Stock, par value ten cents ($.10) per share (the "Old Class B Common     
Stock"), and twenty five million (25,000,000) are shares of Preferred Stock, par
value ten cents ($.10) per share (the "Preferred Stock"). No shares of Old Class
B Common Stock or Preferred Stock are currently outstanding.                    

At the Special Meeting, the Company's stockholders are being asked to consider  
and vote upon a proposal to approve an amendment, in the form attached hereto as
Annex A (the "Amendment"), to Article IV of the Company's Certificate of        
Incorporation that would (i) increase the total number of shares of capital     
stock which the Company has authority to issue to three hundred million         
(300,000,000) shares, (ii) cancel the authorization of the Old Class B Common   
Stock, (iii) increase the total number of authorized shares of Preferred Stock  
to one hundred million (100,000,000) shares, and (iv) authorize one hundred     
million (100,000,000) shares of a new Class B Common Stock.                     

The powers, designations, preferences, rights and qualifications, limitations or
restrictions of the new Class B Common Stock will not be stated in the          
Amendment. Instead, the Amendment will authorize the Board to establish the     
powers, designations, preferences, rights and qualifications, limitations or    
restrictions thereof for the new Class B Common Stock, or any series thereof, in
a resolution or resolutions of the Board of Directors of the Company providing  
for the issue of the new Class B Common Stock, or any series thereof, as set    
forth in a certificate of designation filed with the Secretary of State of the  
State of Delaware. The Company's current Certificate of Incorporation grants    
this power to the Board with respect to the Preferred Stock. The Amendment      
increases the number of authorized shares of Preferred Stock as to which this   
power relates.                                                                  

The Board of Directors has declared advisable and unanimously recommends that   
the stockholders of the Company approve the Amendment.                          

If the Amendment is approved by the stockholders, the Company intends to file a 
Certificate of Amendment to the Certificate of Incorporation of the Company in  
accordance with the Amendment. The Amendment will be effective immediately upon 
the acceptance of this filing by the Secretary of State of the State of Delaware
(the "Effective Date"). Although the Company presently intends to file the      
Certificate of Amendment if the Amendment is approved by stockholders, the      
resolution of the stockholders will reserve to the Board of Directors the right 
to defer or abandon the Amendment and not file the Certificate of Amendment. The
Company currently knows of no reason why the Amendment would not be filed if    
adopted by the stockholders.                                                    

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                                                                               7

Following the Effective Date, the Board of Directors may approve the issuance of
authorized shares at such times and to such persons and for such legal          
consideration as it may determine to be in the best interests of the Company and
its stockholders without prior approval of or ratification by the stockholders. 

REQUIRED VOTE                                                                   

Approval of the Amendment requires the affirmative vote of a majority of the    
outstanding shares of Class A Common Stock.                                     

DESCRIPTION OF THE AMENDMENT                                                    

The full text of Article IV as proposed to be amended is set forth as Annex A to
this Proxy Statement and is incorporated herein by reference. The following     
summary should be read in conjunction with, and is qualified in its entirety to 
reference to, Annex A.                                                          

    1.       The Amendment will increase the total number of shares of
capital stock which the Company is authorized to issue to three hundred million 
(300,000,000) shares.                                                           

    2.       The Amendment will eliminate the authorization of the Old
Class B Common Stock.                                                           

     3.       The Amendment will increase the total number of authorized
shares of Preferred Stock from twenty-five million (25,000,000) to one hundred  
million (100,000,000). The powers, designations and preferences, rights and     
qualifications, limitations or restrictions thereof for the Preferred Stock will
not be stated in the Company's Certificate of Incorporation as amended by the   
Amendment. Instead, the powers, designations, preferences, rights and           
qualifications, limitations or restrictions thereof for the Preferred Stock or  
any series thereof may be stated and expressed in a resolution or resolutions of
the Board of Directors of the Company providing for the issue of the Preferred  
Stock, or any series thereof, as set forth in a certificate of designation filed
with the Secretary of State of the State of Delaware.                           

  4.       The Amendment will authorize a new class of one hundred
million (100,000,000) shares of Class B Common Stock. The powers, designations, 
preferences, rights and qualifications, limitations or restrictions thereof for 
the new Class B Common Stock will not be stated in the Company's Certificate of 
Incorporation as amended by the Amendment. Instead, the powers, designations,   
preferences, rights and qualifications, limitations or restrictions thereof for 
the new Class B Common Stock or any series thereof may be stated and expressed  
in a resolution or resolutions of the Board of Directors of the Company         
providing for the issue of the new Class B Common Stock or any series thereof,  
as set forth in a certificate of designation filed with the Secretary of State  
of the State of Delaware.                                                       

     The Company has no present plan or intention to issue any Preferred
Stock or any of the new Class B Common Stock.                                   

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                                                                               8

REASON FOR THE AMENDMENT                                                        

In recent years a number of publicly-held companies have adopted capital        
structures utilizing two or more classes of common stock. After reviewing the   
Company's market liquidity, shareholder positions, growth objectives and capital
structure and after consultation with the Company's financial and legal         
advisors, the Board of Directors believes that such a structure offers the      
Company a number of possible advantages that outweigh the potential             
disadvantages. The Board of Directors believes that the continued success and   
growth of the Company will be enhanced by the flexibility to issue stock to     
raise capital, acquire other companies and/or pay stock dividends. The Board of 
Directors believes that the Amendment will give the Board the flexibility to    
create a series of Preferred Stock or Class B Common Stock with the powers,     
designations, preferences, rights and qualifications, limitations or            
restrictions suitable or appropriate for a particular transaction without prior 
approval of or ratification by the stockholders.                                

CERTAIN POTENTIAL BENEFITS OF THE AMENDMENT                                     

After careful consideration, the Board has identified the following potential   
benefits of the Amendment for the Company and its stockholders:                 

INCREASED FLEXIBILITY IN RAISING CAPITAL AND IN RESPONDING TO FUTURE ACQUISITION
OPPORTUNITIES. The Company has followed, and continues to follow, a long term   
strategy for growth. The Board of Directors believes that this strategy will    
best maximize the value of the Company. The Board believes that implementation  
of the Amendment will provide the Company with increased flexibility to issue   
equity in the future in connection with acquisitions and to raise equity capital
or to issue convertible debt as a means to finance future growth. For example,  
the Board of Directors could create a series of stock from the new Class B      
Common Stock with less than one vote per share or with no vote, which would     
substantially maintain the relative voting strength of the existing stockholders
of the Company. Or the Board of Directors could create a series of the new Class
B Common Stock with a guaranteed dividend for some period of time. The Board's  
ability to create a series of Preferred Stock, which might be convertible into  
Class A Common Stock or Class B Common Stock, further increases the Company's   
flexibility in raising capital and responding to future acquisition             
opportunities.                                                                  

CERTAIN POTENTIAL DISADVANTAGES OF THE AMENDMENT                                

In addition to the potential benefits of the Amendment discussed above, the     
Board also considered potential disadvantages of the Amendment, including the   
following:                                                                      

UNCERTAIN EFFECT ON STOCK PRICE. An issuance of shares of Class B Common Stock  
could affect the price of the Class A Common Stock. Many factors, including     
general market conditions, future performance of the Company and the performance
of other companies which compete with the Company's operating subsidiaries,     
could cause fluctuations in the prices for both the Class A Common Stock and    
Class B Common Stock, and could cause the Class A Common Stock and Class B      
Common Stock to trade at different prices. The Company cannot predict the       
relative or absolute effect of the Amendment or any issuance of Class B Common  
Stock or Preferred Stock on the market price of the Class A Common Stock.       

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                                                                               9

POTENTIAL NEGATIVE RESPONSE OF INSTITUTIONAL INVESTORS. Implementation of the   
Amendment may affect the decision of certain institutional investors that would 
otherwise consider investing in the Class A Common Stock but who object to the  
capital structure implemented by the Amendment. To the extent that institutional
investors avoid purchasing the Company's stock, the stock price may be          
negatively affected by the decreased demand.                                    

RISK OF DISCOUNTED VALUE OF CLASS B COMMON STOCK OR PREFERRED STOCK IN FUTURE   
ACQUISITIONS OR FINANCINGS. If the Amendment is approved and implemented, the   
Company could issue Class B Common Stock or Preferred Stock in future           
acquisitions, financings or offerings. If the Class B Common Stock or Preferred 
Stock trades at a discount to the Class A Common Stock, then acquisitions,      
financings or offerings involving the issuance of Class B Common Stock or       
Preferred Stock will be economically more dilutive to existing stockholders than
such transactions would be if the Company issued Class A Common Stock. This     
dilution, if it occurs, will result in decreased earnings per share and lower   
stock prices for the Class A Common Stock, the Class B Common Stock and the     
Preferred Stock, as the case may be.                                            

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

Currently, a person might not be able to succeed in a takeover of the Company   
without making an offer acceptable to Messrs. Peltz and May, because of their   
substantial ownership of voting stock. Adoption of the Amendment will not itself
change the voting power of the existing stockholders, but it will give the      
Company more flexibility to issue common stock or preferred stock without       
substantial diminution of the voting power of the existing stockholders, because
the Company could create one or more series of Class B Common Stock or Preferred
Stock with less than one vote per share, or with no vote. The Company has       
considered doing that, but has no present intention of doing so. If the Company 
issued Class B Common Stock or Preferred Stock with less than one vote per      
share, or with no vote per share, the Amendment might reduce the possibility of 
the stockholders receiving and accepting a hostile takeover bid, which is often 
made at a premium over then-current market prices of the target company's stock.
The flexibility to issue Class B Common Stock or Preferred Stock with less than 
one vote per share, or with no vote, if exercised, may also render more         
difficult or discourage mergers, proxy contests, removal of current management  
or other changes in control of the Company which may be desired by substantial  
holders of the Company's equity securities, if their holdings were primarily    
Class B Common Stock or Preferred Stock with less than one vote per share or    
with no vote per share.                                                         

THE COMPANY HAS NO PRESENT PLAN OR INTENTION TO ISSUE ANY PREFERRED STOCK OR ANY
OF THE NEW CLASS B COMMON STOCK.                                                

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO   
THE CERTIFICATE OF INCORPORATION.                                               

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                                                                              10

 OTHER MATTERS

EXPENSES OF SOLICITATION                                                        

The cost of soliciting proxies will be borne by the Company. In addition to the 
solicitation of proxies by use of the mails, some of the officers, directors and
regular employees of the Company and its subsidiaries, none of whom will receive
additional compensation therefor, may solicit proxies in person or by telephone 
or other means. Solicitation will also be made by employees of _____, which firm
will be paid a fee of $____________, plus expenses. As is customary, the Company
will, upon request, reimburse brokerage firms, banks, trustees, nominees and    
other persons for their out-of-pocket expenses in forwarding proxy materials to 
their principals.                                                               

STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING                               

From time to time, stockholders present proposals which may be proper subjects  
for inclusion in a proxy statement and for consideration at an annual meeting.  
To be considered, proposals must be submitted on a timely basis. It is currently
expected that the 2002 Annual Meeting will be held during the early part of June
2002, with the related proxy statement being first mailed to stockholders on or 
about May 1, 2002. To be considered for the 2002 Annual Meeting of Stockholders 
of the Company, proposals must be received by the Company no later than January 
17, 2002, and must otherwise comply with Rule 14a-8 under the Exchange Act.     

Stockholders who do not wish to follow Rule 14a-8 under the Exchange Act in     
proposing a matter for action at the next annual meeting may also submit a      
proposal pursuant to the procedural requirements set forth in the Company's     
Certificate of Incorporation. Any such proposals must be specified in a written 
notice given by or on behalf of a stockholder of record on the record date for  
such meeting entitled to vote thereat or a duly authorized proxy for such       
stockholder, in accordance with all of the following requirements. Such notice  
must be delivered personally to, or mailed to and received at, the principal    
executive office of the Company addressed to the attention of the Secretary, not
less than 45 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 55 days' notice or prior public disclosure of  
the date of the meeting is given or made to stockholders, notice by the         
stockholder to be timely must be so received not later than the close of        
business on the 10th day following the day on which such notice of the date of  
the annual or special meeting was mailed or such public disclosure was made,    
whichever first occurs. Such notice must set forth (i) a full description of    
each such item of business proposed to be brought before the meeting and the    
reasons for conducting such business at such meeting, (ii) the name and address 
of the person proposing to bring such business before the meeting, (iii) the    
class and number of shares held of record, held beneficially and represented by 
proxy by such person as of the record date for the meeting (if such date has    
then been made publicly available) and as of the date of such notice, (iv) if   
any item of such business involves a nomination for director, all information   
regarding each such nominee that would be required to be set forth in a         
definitive proxy statement filed with the SEC pursuant to Section 14 of the     
Exchange Act, or any successor thereto, and the written consent of each such    
nominee to serve if elected, (v) any material interest of the stockholder in    
such item of business and (vi) all other information that would be required to  
be filed with the SEC if, with respect to the business proposed to be brought   
before the meeting, the person proposing such business was a participant in a   
solicitation subject to Section 14 of the                                       

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                                                                              11

Exchange Act, or any successor thereto. Any questions relating to stockholder   
proposals should be submitted in writing to the Secretary of the Company, at 280
Park Avenue, New York, New York 10017.                                          

                                  By Order of the Board of Directors

               STUART I. ROSEN
         Secretary

New York, New York                                                              
______________ __, 2001                                                         

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                                                                         ANNEX A

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TRIARC COMPANIES, INC.

------------------------------------

 (Pursuant to Section 242 of the

 General Corporation Law of the State of Delaware)

        Triarc Companies, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as       
follows:                                                                        

                  1.       The name of the Corporation is Triarc Companies, Inc.

     2.       The date of filing of the Certificate of
Incorporation of the Corporation with the Secretary of State was May 6, 1994.   

                 3.       This Certificate of Amendment amends the Certificate
of Incorporation, as amended on June 4, 1997 and now in effect, to (a) eliminate
the shares of the currently authorized Class B Common Stock, par value ten cents
($.10) per share, (the "Existing Class B Common Stock,"), (b) authorize a new   
class of common stock, designated as Class B Common Stock (the "Class B Common  
Stock"), (c) increase the total number of authorized shares of Preferred Stock, 
par value ten cents ($.10) per share, from twenty-five million (25,000,000) to  
one hundred million (100,000,000) and (d) increase the total number of shares of
stock (the                                                                      

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                                                                               2

"Capital Stock") that the Corporation shall have the authority to issue to three
hundred million (300,000,000).                                                  

                 4.       The first paragraph of Article IV of the Certificate
of Incorporation is hereby amended to read in its entirety as follows: "The     
total number of shares of all classes of stock (the `Capital Stock') which the  
Corporation shall have the authority to issue is three hundred million          
(300,000,000) of which                                                          

                         (a)      one hundred million (100,000,000) shall be
                  shares of Class A Common Stock, par value ten cents ($.10) per
share (the 'Class A Common Stock');         

                         (b)      one hundred million (100,000,000) shall be
                  shares of Class B Common Stock, par value ten cents ($.10) per
                  share (the 'Class B Common Stock,' and together with the Class
A Common Stock, the 'Common Stock'); and    

                         (c)      one hundred million (100,000,000) shall be
             shares of Preferred Stock, par value ten cents ($.10) per
share (the 'Preferred Stock')."             

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                                                                               3

       5.       Part A of Article IV of the Certificate of
Incorporation is hereby amended to read in its entirety as follows:             

             "A. Powers and Rights of Class A Common Stock and Class B
Common Stock.                                                                   

               SECTION 1:        Voting Power of Class A Common Stock. The
holders of Class A Common Stock shall possess voting powers for the election of 
directors and for all other corporate purposes, each share of Class A Common    
Stock being entitled to one vote on each matter properly submitted to the       
stockholders of the Corporation for their vote; PROVIDED, HOWEVER, that, except 
as otherwise required by law or as provided in Section 2 below, the holders of  
Class A Common Stock shall not be entitled to vote on any amendment to this     
Certificate of Incorporation (including any Certificate of Designation relating 
to any series of Class B Common Stock) that relates solely to the terms of one  
or more outstanding series of Class B Common Stock, if the holders of such      
affected series are entitled, either separately or together as a class with the 
holders of one or more other such series, to vote thereon by law or pursuant to 
this Certificate of Incorporation (including any Certificate of Designation     
relating to any series of Class B Common Stock).                                

                  SECTION 2:        Class B Common Stock. The Board of Directors
is authorized, subject to any limitations prescribed by law, to provide for the 
issuance of shares of the Class B Common Stock in one or more series, and by    
filing a certificate pursuant to the applicable law of the State of Delaware    
(such certificate being hereinafter referred to as a `Class B Common Stock      
Designation'), to establish from time to time the number of shares to be        
included in each such series, and to fix, to the fullest extent permitted by    
law, the designation, powers (if any), preferences (if any), and rights of the  
shares of each such series and any qualifications, limitations or restrictions  
thereof. The number of authorized shares of Class B Common Stock may be         
increased or decreased (but not below the number of shares thereof then         
outstanding) by the affirmative vote of the holders of a majority of the Class A
Common Stock, without a separate class vote of the holders of the Class B Common
Stock, or of any series thereof."                                               

                  6.       Section 2 of Part B, Article IV of the Certificate of
Incorporation is hereby deleted in its entirety and replaced by Section 3 of    
Part B of Article IV.                                                           

       7.       Part C of Article IV of the Certificate of
Incorporation is hereby deleted in its entirety and replaced by Part D of the   
Certificate of Incorporation.                                                   

               8.       Such amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of    
Delaware.                                                                       

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                                                                               4

          IN WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Certificate of Amendment of the Certificate of      
Incorporation of the Corporation this __th day of _______________, 2001.        

                      TRIARC COMPANIES, INC.

   By:
                                     ___________________________

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRER14A’ Filing	Date	First	Last	Other Filings

	5/1/02	12		8-K
	1/17/02	12
	9/7/01	2	4
Filed on:	8/29/01
	8/10/01	5	7
	2/8/01	6		SC 13G/A
	2/6/01	7		SC 13G/A
	6/4/97	14		DEF 14A, PRE 14A
	5/6/94	14
				List all Filings

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Filing Submission 0000950142-01-500296 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wendy's Co – ‘PRER14A’ on 8/29/01

On: Wednesday, 8/29/01 · Accession #: 950142-1-500296 · File #: 1-02207

Revised Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents