DWG Acquisition Group LP, et al. – ‘SC 13D/A’ on 2/14/96 re: Wendy's Co – EX-19

As of:  Wednesday, 2/14/96   ·   Accession #:  950142-96-46   ·   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    Schedule 13D Amendment No. 7                          13     40K 
 2: EX-16       Letter re: Change in Certifying Accountant             5     12K 
 3: EX-17       Letter re: Departure of Director                       3      9K 
 4: EX-18       Letter re: Change in Accounting Principles            14     37K 
 5: EX-19       Report Furnished to Security Holders                   4     12K 
 6: EX-20       Other Document or Statement to Security Holders      155±   573K 

EX-19   —   Report Furnished to Security Holders
Exhibit Table of Contents

EX-19
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EXHIBIT 19        

Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited       
Partnership of the Purchaser        

EX-19
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AMENDMENT NO. 5                 
TO                  
AGREEMENT OF LIMITED PARTNERSHIP                  
OF                  
DWG ACQUISITION GROUP, L.P.                 

Amendment No. 5, dated as of January 1, 1996 ("Amendment No.

5"), to the Agreement of Limited Partnership of DWG Acquisition Group,          

L.P., as amended, by and among Nelson Peltz and Peter W. May, as general        

partners (the "General Partners"), and Leon Kalvaria, as limited partner        

(the "Limited Partner").                                                        

   DWG Acquisition Group, L.P. (the "Partnership") was formed as a

limited partnership in accordance with the Delaware Revised Uniform             

Limited Partnership Act (6 DEL. C. <section> 17-101, ET SEQ.) pursuant to       

an Agreement of Limited Partnership of the Partnership dated as of              

September 25, 1992, as amended by Amendment No. 1 dated as of November          

15, 1992, Amendment No. 2 dated as of March 1, 1993, Amendment No. 3            

dated as of April 14, 1993 and Amendment No. 4 dated January 1, 1995 (as        

so amended, the "Partnership Agreement").                                       

 NOW, THEREFORE, the General Partners and the Limited Partner,

in consideration of the premises and the mutual covenants contained             

herein, hereby agree as follows:                                                

1.   Capitalized terms used herein but not otherwise defined

herein shall have the respective meanings ascribed thereto in the               

Partnership Agreement.                                                          

EX-19
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2.   The first sentence of Section 19.1 of the Partnership  

Agreement is hereby amended to read, in its entirety, as follows:               

    "On the earliest to occur of (a) the date on which the
    Limited Partner gives the Partnership a written notice
electing to sell his partnership interest in the  
      Partnership, or (b) June 30, 1997 (such earliest date is
        hereinafter referred to as the date of "Termination"), the
       Limited Partner (or his estate, as the case may be) shall
sell to the Partnership, and the Partnership shall
purchase, all of the Limited Partner's partnership
       interest in the Partnership on the date of Termination at
a purchase price equal to the Payout Amount (as   
hereinafter defined).                             

  3.   Except as specifically set forth in this Amendment No. 5,

the Partnership Agreement shall remain unmodified and in full force and         

effect and is hereby ratified, as amended by this Amendment No. 5.              

 4.   This Amendment No. 5 shall be governed by, and construed

in accordance with, the laws of the State of Delaware, applicable to            

agreements made and to be performed entirely within such State.                 

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 IN WITNESS WHEREOF, the parties hereto have duly executed and

delivered this Amendment No. 5 as of the day and year first above               

written.                                                                        

GENERAL PARTNERS:   

/S/ NELSON PELTZ    
                ------------------------------
Nelson Peltz  

/S/ PETER W. MAY    
                ------------------------------
Peter W. May  

LIMITED PARTNER:    

/S/ LEON KALVARIA   
                ------------------------------
Leon Kalvaria 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		6/30/97		3					3
		2/15/96
Filed on:		2/14/96
		1/1/96		1		2
		1/1/95		2
		4/14/93		2
		3/1/93		2
		9/25/92		2
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