DWG Acquisition Group LP, et al. – ‘SC 13D/A’ on 2/14/96 re: Wendy's Co – EX-17

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-17   —   Letter re: Departure of Director

EX-17
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EXHIBIT 17        

Amendment No. 2 dated as of March 1, 1993 to Agreement of Limited         
Partnership of the Purchaser        

EX-17
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AMENDMENT NO. 2         
TO        
AGREEMENT OF LIMITED PARTNERSHIP        
OF        
DWG ACQUISITION GROUP, L.P.         

Amendment No. 2, dated as of March 1, 1993, by and among    

Nelson Peltz and Peter W. May, as general partners (the "General                

Partners"), and Nelson Peltz and Peter W. May, as limited partners (the         

"Initial Limited Partners").                                                    

The General partners and the Initial Limited Partners       

(collectively, the "Partners") are parties to an Agreement of Limited           

Partnership of DWG Acquisition Group, L.P. dated as of September 25,            

1992, as amended by Amendment No. 1, dated as of November 15, 1992 (as          

so amended, the "Partnership Agreement"), pursuant to which they became         

Partners and formed a limited partnership under and in accordance with          

the Delaware Revised Uniform Limited Partnership Act (6 DEL. C.                 

<section> 17-101, ET SEQ.).                                                     

The Partners desire to amend the Partnership Agreement as   

provided in this Amendment No. 2.                                               

  NOW, THEREFORE, the Partners, in consideration of the premises

and the mutual covenants contained herein, hereby agree as follows:             

EX-17
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4.   Section 6.2 of the Partnership Agreement is hereby     

amended by deleting the reference to Anthony W. Graziano, Jr. as Senior         

Vice President -- Legal Affairs and by adding Andrew M. Johnston as Vice        

President.                                                                      

  5.   Except as specifically set forth in this Amendment No. 2,

the Partnership Agreement shall remain unmodified and in full force and         

effect and is hereby ratified, as amended by this Amendment No. 2.              

 6.   This Amendment No. 2 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.                 

 IN WITNESS WHEREOF, the Parties hereto have duly executed and

delivered this Amendment No. 2 as of the day and year first above               

written.                                                                        

GENERAL PARTNERS:   

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

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

LIMITED PARTNERS:   

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

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

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		2/15/96							None on these Dates
Filed on:		2/14/96
		3/1/93		1		2
		11/15/92		2
		9/25/92		2
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