DWG Acquisition Group LP, et al. – ‘SC 13D/A’ on 10/14/98 re: Wendy's Co – EX-22

As of:  Wednesday, 10/14/98   ·   Accession #:  950142-98-774   ·   File #:  5-11818

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 8 to Schedule 13D                       10     35K 
 2: EX-21       Subsidiaries of the Registrant                         3     10K 
 3: EX-22       Published Report Regarding Matters Submitted to a      2      8K 
                          Vote of Security Holders                               
 4: EX-23       Consent of Experts or Counsel                          1      8K 

EX-22   —   Published Report Regarding Matters Submitted to a Vote of Security Holders

EX-22
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                                                                      Exhibit 22

CONTACT:  Anne A. Tarbell                                          PRESS RELEASE
          (212) 451-3030                                   For Immediate Release

TRIARC RECEIVES $18 PER SHARE GOING-PRIVATE PROPOSAL

        NEW YORK, NY -- OCTOBER 12, 1998 -- Triarc Companies, Inc. (NYSE: TRY)
announced today that its Board of Directors has formed a Special Committee to   
evaluate a proposal it has received from Nelson Peltz and Peter May, the        
Chairman and Chief Executive Officer and the President and Chief Operating      
Officer, respectively, of the Company, for the acquisition by an entity to be   
formed by them of all of the outstanding shares of Common Stock of the Company  
(other than the 6 million shares owned by an affiliate of Messrs. Peltz and     
May), for $18 per share payable in cash and securities. The proposal represents 
an approximate 37% premium over last Friday's closing stock price of $13-3/16.  
The specific terms of the securities will be negotiated with the Special        
Committee and will be valued on a fully distributed basis in a normalized       
market.                                                                         

       The proposal is subject, among other things, to (1) the execution and
delivery of a definitive acquisition agreement, (2) receipt of a fairness       
opinion from the financial adviser to the Special Committee of the Board, (3)   
receipt of satisfactory financing for the transaction, (4) approval of the      
proposed transaction by the Special Committee of the Board, the full Board of   
Directors and the Company's Stockholders and (5) the expiration of any          
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.                                                                        

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EX-22
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        There can be no assurance that a definitive acquisition agreement will
be executed and delivered or that the proposed transaction will be consummated. 

        Triarc is a branded consumer products company in beverages (Snapple(R)
beverages, Mistic(R) Brands, Stewart's(R) and Royal Crown(R)) and restaurants   
(Arby's(R), T.J. Cinnamons(R) and Pasta Connection(TM)).                        

 # # #

NOTE
----

         The securities proposed to be issued have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold within the   
United States except pursuant to an exemption from the Securities Act, or in a  
transaction not subject to the registration requirements of the Securities Act. 
This press release shall not constitute an offer to sell or a solicitation of an
offer to buy such securities.                                                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/14/98
		10/12/98		1					8-K
									List all Filings