DWG Acquisition Group LP, et al. – ‘SC 13D’ on 1/26/95 re: Wendy's Co

As of:  Thursday, 1/26/95   ·   Accession #:  950142-95-15   ·   File #:  5-11818

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             42    110K 
 2: EX-1        Exhibit 14                                            11     27K 
 3: EX-2        Exhibit 15                                            16     58K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

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This document was originally filed on 9/1/94.  However, the Subject-
Company and Filer tags in the header were inadvertently switched.  This filing  
is an exact copy of the document filed on 9/1/94 except for the corrected       
information in the header.                                                      

UNITED STATES             
SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549               

SCHEDULE 13D            

Under the Securities Exchange Act of 1934                 
(Amendment No. 6)           

Triarc Companies, Inc.              
(formerly known as DWG Corporation)               
(Name of Issuer)              

Class A Common Stock, Par Value $.10 per share                
(Title of Class of Securities)                

895927 10 1             
(CUSIP Number)              

Peter W. May              
c/o Triarc Companies, Inc.            
900 Third Avenue              
New York, N.Y. 10022              
Tel. No.:  (212) 230-3000             
(Name, Address and Telephone Number of            
Person Authorized to Receive Notices            
and Communications)           

July 12, 1994             
(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 statement because of Rule 13d-1(b)(3) or (4), check the following   
box.                                                                            

Check the following box if a fee is being paid with the statement.  (A fee      
is not required only if the reporting person:  (1) has a previous statement     
on file reporting beneficial ownership of more than five percent of the class   
of securities described in Item 1; and (2) has filed no amendment subsequent    
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7).                                                               

Note:  Six copies of this statement, including all exhibits, should be filed    
with the Commission. See Rule 13d-1(a) 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).                                                                 

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SCHEDULE 13D            
CUSIP No.  895927 10 1                           Page    2   of      Pages      

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

DWG ACQUISITION GROUP, L.P.                                 

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a)        
                                                             (b)

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

See Item 3                                                  

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                 7    SOLE VOTING POWER                        
SHARES                              -0- (See Item 5)                  
BENEFICIALLY OWNED                                                              
BY EACH REPORTING            8    SHARED VOTING POWER                         
PERSON                        5,982,867 (See Item 5)                  
WITH                                                                
       9    SOLE DISPOSITIVE POWER
                    -0- (See Item 5)

        10    SHARED DISPOSITIVE POWER
             5,982,867  (See Item 5)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

5,982,867  (See Item 5)                                     

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

24.9%  (See Item 5)                                     

14   TYPE OF REPORTING PERSON                                                   
PN                                                          

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SCHEDULE 13D        
CUSIP No.  895927 10 1                            Page    3   of      Pages     

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                                                            

See Item 3                                                  

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                                               

7   SOLE VOTING POWER     
                200,100 (See Item 5)
NUMBER OF                                                             
SHARES               8   SHARED VOTING POWER                        
BENEFICIALLY OWNED                    5,982,867 (See Item 5)                    
BY EACH REPORTING                                                             
PERSON               9   SOLE DISPOSITIVE POWER                     
WITH                           200,100 (See Item 5)               

 10   SHARED DISPOSITIVE POWER
                  5,982,867 (See Item 5)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,182,967  (See Item 5)                                     

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

25.5%  (See Item 5)                                         

14   TYPE OF REPORTING PERSON                                                   

IN                                                          

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SCHEDULE 13D            
CUSIP No.  895927 10 1                          Page    4   of       Pages      

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                                                            

See Item 3                                                  

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            7      SOLE VOTING POWER                             
SHARES                           133,333 (See Item 5)                   
BENEFICIALLY OWNED                                                              
BY EACH REPORTING      8      SHARED VOTING POWER                             
PERSON                           5,982,867 (See Item 5)                 
WITH                                                                  
9      SOLE DISPOSITIVE POWER   
               133,333  (See Item 5)

10      SHARED VOTING POWER       
                5,982,867 (See Item 5)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
6,116,200  (See Item 5)                                         

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

25.3%  (See Item 5)                                         

14   TYPE OF REPORTING PERSON                                                   

IN                                                          

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CUSIP NO.: 895927 10 1                                              Page 5      

AMENDMENT NO. 6 TO SCHEDULE 13D                       

This Amendment No. 6 amends and restates in its             
entirety the Schedule 13D dated October 13, 1992 (the                           
"Original Statement"), as amended by Amendment No. 1 dated                      
January 7, 1993 and Amendment No. 2 dated January 28, 1993,                     
as amended and restated by the Amended and Restated                             
Schedule 13D dated March 22, 1993, and as amended by                            
Amendment No. 4 dated May 3, 1993 and Amendment No. 5 dated                     
May 21, 1993 (the Original Statement, as so amended shall be                    
known as the "Statement"), with respect to the Class A                          
Common Stock (formerly Common Stock), par value $.10 per                        
share (the "Common Stock"), of Triarc Companies, Inc., a                        
Delaware corporation and successor by merger to Triarc                          
Companies, Inc., an Ohio corporation formerly named DWG                         
Corporation (the "Company").                                                    

Item 1.   Security and Issuer.                                                  

The security to which this Statement relates is             
the Common Stock.  The Company's principal executive office                     
is located at 900 Third Avenue, New York, New York 10022.                       
Pursuant to a Stock Purchase Agreement (the "Stock Purchase                     
Agreement") dated as of October 1, 1992 among DWG                               
Acquisition Group, L.P. (the "Purchaser"), Victor Posner                        
("Posner"), Victor Posner Trust No. 20 ("Posner Trust") and                     
Security Management Corp. ("Security Management" and,                           
together with Posner and the Posner Trust, the "Sellers"),                      

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CUSIP NO.: 895927 10 1                                              Page 6      

the Purchaser purchased (the "Acquisition") an aggregate of                     
5,982,867 shares of Common Stock (the "Shares") from the                        
Sellers.  All of the conditions to the consummation of the                      
transactions contemplated by the Stock Purchase Agreement                       
were satisfied or waived on or prior to April 23, 1993 and                      
the transactions contemplated by the Stock Purchase                             
Agreement were consummated (the "Closing") on April 23,                         
1993.                                                                           

Item 2.   Identity and Background.                                              

(a), (b), (c) and (f).  This Statement is being             
filed by the Purchaser, a Delaware limited partnership,                         
Nelson Peltz, a general partner of the Purchaser ("Peltz"),                     
and Peter W. May, a general partner of the Purchaser ("May")                    
(the Purchaser and Messrs. Peltz and May are referred to                        
collectively herein as the "Reporting Persons").  The                           
principal business of the Purchaser is to acquire and hold                      
securities of the Company.                                                      

The Partnership Agreement                                             

Messrs. Peltz and May, as general partners and              
limited partners of the Purchaser, entered into the                             
Agreement of Limited Partnership of the Purchaser dated as                      
of September 25, 1992, as amended (the "Partnership                             
Agreement").  The descriptions of the provisions of the                         
Partnership Agreement contained herein are qualified in                         
their entirety by the actual terms of such Agreement, a copy                    
of which is filed as Exhibits 4 and 9 and is incorporated                       

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CUSIP NO: 895927 10 1                                               Page 7      

herein by reference.  Pursuant to the Partnership Agreement,                    
the Purchaser will dissolve on September 25, 2011, or at                        
such earlier time as (i) either general partner shall                           
determine in writing, (ii) the Purchaser sells or otherwise                     
disposes of its interest in all or substantially all of its                     
properties, (iii) an event of withdrawal of any of the                          
general partners has occurred under the Delaware Revised                        
Uniform Limited Partnership Act (the "Act") (unless the                         
remaining general partner(s) elect to continue the                              
Purchaser) or (iv) an entry of a decree of judicial                             
dissolution has occurred under the Act.  The Partnership                        
Agreement provides that the Purchaser's profits and losses                      
will be allocated in proportion to the capital contributions                    
of the partners.  No partner may transfer any interest in                       
the Purchaser without the unanimous written consent of the                      
general partners.  All acts and decisions of the Purchaser,                     
with certain limited exceptions, require the approval of                        
both general partners.  Pursuant to the Partnership                             
Agreement, the general partners may admit additional limited                    
partners to the Purchaser.                                                      
The business address of Messrs. Peltz and May is            
c/o the Company, 900 Third Avenue, New York, New York 10022.                    
The address of the principal business and the office of the                     
Purchaser is 1201 North Market Street, Wilmington, Delaware                     
19801.  Messrs. Peltz and May are investors and are citizens                    
of the United States.  On April 23, 1993, Messrs. Peltz and                     

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CUSIP NO: 895927 10 1                                               Page 8      

May were elected directors of the Company.  See Item 4,                         
"Changes in the Board of Directors and Management," below.                      
On April 24, 1993, Mr. Peltz was elected Chairman and Chief                     
Executive Officer and Mr. May was elected President and                         
Chief Operating Officer, of the Company.                                        
(d) and (e).  During the last five years, no                
Reporting Person has been convicted in a criminal proceeding                    
(excluding traffic violations or similar misdemeanors) or                       
was a party to a civil proceeding of a judicial or adminis-                     
trative body of competent jurisdiction and as a result of                       
which any such person was or is subject to a judgment,                          
decree or final order enjoining future violations of, or                        
prohibiting or mandating activities subject to, federal or                      
state securities laws or finding any violation with respect                     
to such laws.                                                                   

Item 3.   Source and Amount of Funds or Other Consideration.                    

The aggregate purchase price (the "Purchase                 
Price") for the Shares was $71,794,404.  Mr. Peltz con-                         
tributed two-thirds of the Purchase Price to the Purchaser                      
and Mr. May contributed one-third of the Purchase Price to                      
the Purchaser.  Of such funds, approximately $26.8 million                      
of the amount contributed by Mr. Peltz and approximately                        
$14.3 million of the amount contributed by Mr. May was made                     
available to Messrs. Peltz and May through certain loans                        
(the "Citibank Loans") made in the ordinary course of                           
business by Citibank, N.A ("Citibank").  Approximately $21.1                    

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CUSIP NO: 895927 10 1                                               Page 9      

million of the amount contributed by Mr. Peltz and approxi-                     
mately $1.7 million of the amount contributed by Mr. May was                    
made available to Messrs. Peltz and May through certain                         
loans (the "Republic Loans") made in the ordinary course of                     
business by Republic National Bank of New York ("Republic").                    
The remaining approximately $7.9 million of the Purchase                        
Price was contributed to the Purchaser by Mr. May from his                      
personal funds.                                                                 
The Citibank Loans are demand loans bearing                 
interest at such bank's base rate and are secured by certain                    
assets of Messrs. Peltz and May (other than the Shares and                      
their partnership interests in the Purchaser).  As noted in                     
Item 6, subsequent to the date of the Citibank Loans, the                       
Purchaser delivered certain Shares on behalf of Messrs.                         
Peltz and May to replace certain collateral originally                          
pledged to secure the Citibank Loans.  The loan                                 
documentation in connection with the Citibank Loans contains                    
standard default and similar provisions.  The documents evi-                    
dencing the Citibank Loans are filed as Exhibit 10 hereto                       
and are incorporated herein by reference.                                       
The Republic Loans are revolving loans bearing              
interest at either such bank's reference rate or a rate                         
based upon the London interbank market rate and are secured                     
by certain assets of Messrs. Peltz and May (other than the                      
Shares and their partnership interests in the Purchaser).                       
The loan documentation in connection with the Republic Loans                    

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contains standard default and similar provisions.  The                          
documents evidencing the Republic Loans are filed as                            
Exhibit 11 hereto and are incorporated herein by reference.                     
On April 30, 1993, Mr. May purchased as a gift for          
a minor child of Mr. Peltz in an open market purchase an                        
additional 100 shares of Common Stock at a price of $19.00                      
per share.  Mr. Peltz disclaims beneficial ownership of such                    
shares.                                                                         
The balance of the shares of stock beneficially             
owned by each of Messrs. Peltz and May consist of options to                    
purchase shares of Common Stock which are exercisable within                    
60 days awarded to Messrs. Peltz and May pursuant to the                        
Company's 1993 Equity Participation Plan.                                       

Item 4.   Purpose of Transaction.                                               

Introduction                                                          

The Purchaser purchased the Shares for the purpose          
of acquiring a significant equity investment in the Company.                    
The Purchaser will continuously evaluate its ownership of                       
the Shares and the Company's business and industry.                             
Depending on market conditions and other factors that it may                    
deem material to its investment decision, any of the                            
Reporting Persons may from time to time acquire shares of                       
Common Stock in addition to the Shares, either in the open                      
market or in privately negotiated transactions, or may                          
dispose of all or a portion of the Shares or any additional                     
shares of Common Stock that such Reporting Person hereafter                     

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CUSIP NO: 895927 10 1                                              Page 11      

may acquire.  As a result of the Reporting Persons' stock                       
ownership and Board representation in the Company and the                       
executive positions that are held by Messrs. Peltz and May                      
and certain of their associates with the Company (as more                       
fully described below), the Reporting Persons are in a                          
position to influence the management and policies of the                        
Company.  Accordingly, the Reporting Persons should not be                      
considered to be passive investors.                                             

The Acquisition and the Exchange                                      

On October 1, 1992, the Purchaser and the Sellers           
entered into the Stock Purchase Agreement.  The descriptions                    
of the provisions of the Stock Purchase Agreement contained                     
herein are qualified in their entirety by the actual terms                      
of such Agreement, a copy of which is filed as Exhibit 1                        
hereto and is incorporated herein by reference.                                 
As a result of the Closing, the Purchaser owned             
5,982,867 shares of Common Stock, representing approximately                    
24.9% of the outstanding shares of the Common Stock as of                       
April 25, 1994 (based on the Company's Proxy Statement for                      
the Annual Meeting of Shareholders held on June 9, 1994).                       
See Item 5 for additional information concerning the                            
Reporting Persons' percentage ownership.                                        

Certain Conditions to the Acquisition                                 

The consummation of the transactions contemplated           
by the Stock Purchase Agreement was subject to the satisfac-                    
tion of certain conditions (unless waived as provided in the                    

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CUSIP NO: 895927 10 1                                              Page 12      

Stock Purchase Agreement).  Certain of the more significant                     
of these conditions included:  (1) the consummation by the                      
Company of an exchange (the "Exchange") of the balance of                       
the shares of Common Stock beneficially owned by the Sellers                    
(after giving effect to the sale of the Shares to the                           
Purchaser contemplated by the Stock Purchase Agreement) for                     
5,982,866 shares of newly-created non-voting redeemable                         
convertible preferred stock (the "Convertible Preferred                         
Stock") of the Company (the proposed material terms of which                    
(including certain proposed arrangements concerning voting                      
trust arrangements, conversion and transfer) are summarized                     
on Schedule 6 to the Stock Purchase Agreement and are incor-                    
porated herein by reference) pursuant to the terms of the                       
Exchange Agreement dated as of October 1, 1992 between the                      
Company and Security Management (the "Exchange Agreement"),                     
a copy of which is filed as Exhibit 2 hereto and incor-                         
porated herein by reference, (2) the refinancing of certain                     
indebtedness of the Company and its subsidiaries on signifi-                    
cantly improved terms and conditions (as described below),                      
(3) the resolution of certain financial matters between the                     
Company and its subsidiaries and the Sellers and certain of                     
their affiliates, including the purchase by the Company of                      
certain minority share interests (see Schedule 8 to the                         
Stock Purchase Agreement) of Victor Posner and certain                          
corporations which may be deemed to be affiliates of Victor                     
Posner and certain subsidiaries of the Company (the                             

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"Minority Share Acquisitions"), (4) the entering into of a                      
Modification of Stipulation of Settlement (the                                  
"Modification"), as described below, which provides for,                        
among other things, the Company having given to certain                         
current and former directors of the Company, including                          
Victor Posner, a release with respect to claims that have                       
been or could have been asserted by or on behalf of the                         
Company against such persons arising out of a certain                           
stipulation of settlement and the orders of the District                        
Court (as hereinafter defined) approving, interpreting or                       
otherwise addressing the same, and an indemnity with respect                    
to any litigation or claims by any shareholder of the                           
Company against such individuals arising out of such                            
stipulation or such orders including indemnification for                        
damages, if any, and reasonable attorneys' fees as incurred                     
to the fullest extent permitted by Ohio law, and (5) certain                    
amendments of the Articles of Incorporation of the Company                      
(the "Amendments") as set forth below.  It was a requirement                    
that the conditions to Closing be satisfied (or waived) on                      
or prior to April 30, 1993 (unless such date was extended by                    
agreement of the parties).                                                      
As described above, it was also a condition to the          
Closing that certain financial and other matters between the                    
Company and its subsidiaries, on the one hand, and the                          
Sellers and certain of their affiliates, on the other hand,                     
be resolved, including:  (a) the modification of the lease                      

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CUSIP NO: 895927 10 1                                              Page 14      

between the Company and Victor Posner Trust No. 6 (the                          
"Lease Modification") with respect to the Company's                             
headquarters and the forgiveness of certain past due rent                       
and late charges owed in connection therewith (the material                     
terms of the Lease Modification are set forth in Schedule 6                     
to the Stock Purchase Agreement; for additional information                     
concerning the Lease Modification, see the Company's proxy                      
statement (the "Proxy Statement") sent to shareholders in                       
connection with the meeting of the Company's shareholders                       
held to approve the Amendments), (b) the termination of                         
employment, consulting and other similar arrangements                           
between the Company and certain persons other than Victor                       
Posner (the Purchaser advised the Sellers that it had agreed                    
to waive this condition as a Closing condition), (c) the                        
resignation of Victor Posner as a director and officer of                       
the Company and its subsidiaries, and (d) the Minority Share                    
Acquisitions.                                                                   
The Closing was further subject to the conditions           
that certain proceedings (the "Proceedings") pending in the                     
United States District Court for the Northern District of                       
Ohio, Eastern Division (the "District Court") be dismissed                      
with prejudice, that the Modification with respect to such                      
proceedings shall have been entered into and the District                       
Court shall have entered an order and final judgment                            
approving the Modification and providing for the items set                      
forth on Schedule 7 to the Stock Purchase Agreement.                            

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These conditions were satisfied by the issuance of          
an Order and Final Judgment of Dismissal and Final Order and                    
Judgment, each dated April 21, 1993.  On April 26, 1993, the                    
District Court held a hearing confirming the occurrence of                      
all conditions preceding the Closing and the fact of the                        
Closing by the Purchaser.                                                       
It was also a condition to the Closing (which was           
satisfied on April 23, 1993) that the Company and the                           
Purchaser enter into a registration rights agreement                            
pursuant to which the Company granted to the Purchaser (a)                      
the right to require the Company on two occasions to file a                     
registration statement to register any or all of the Shares                     
under the Securities Act of 1933, as amended (the "1933                         
Act"), and (b) subject to certain proration provisions                          
contained in any other registration rights agreements to                        
which the Company is a party with respect to the demand                         
registration rights of the parties to such agreements, the                      
right to have any or all of the Shares included in any or                       
all of the registration statements filed by the Company                         
under the 1933 Act with respect to its securities (other                        
than a registration statement on Form S-4, Form S-8 or any                      
successor form).                                                                
Immediately prior to the Closing (in satisfaction           
of a condition to the Closing), the Board of Directors of                       
the Company was reconstituted to consist of the following 13                    
persons:  Harold E. Kelley, Richard M. Kerger, Daniel R.                        

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McCarthy, William L. Pallot, Thomas A. Prendergast, Messrs.                     
Peltz and May, Leon Kalvaria, Irving Mitchell Felt, Russell                     
A. Boyle, H. Douglas Kingsmore, Martin Rosen and Stephen S.                     
Weisglass.  In addition, Steven Posner resigned as a                            
director of the Company effective upon the Closing.  As                         
required by the Stock Purchase Agreement, immediately prior                     
to the Closing, Victor Posner resigned as Chairman of the                       
Board, President and Chief Executive Officer and a director                     
of the Company and as an officer and director of the                            
Company's subsidiaries.  Since the Closing, the Company has                     
held two annual meetings of shareholders.  Messrs. Pallot,                      
Prendergast, Boyle, Kingsmore, Rosen and Weisglass no longer                    
serve as directors of the Company.                                              

Certain Other Provisions                                              

As described above, pursuant to the Stock Purchase          
Agreement the Sellers sold to the Purchaser one-half of the                     
shares of Common Stock owned by the Sellers and pursuant to                     
the Exchange Agreement, the Sellers exchanged the remaining                     
one-half of the shares of Common Stock owned by them for                        
shares of Convertible Preferred Stock.  Such holdings                           
constituted all of the equity securities of the Company                         
owned by the Sellers.  The Stock Purchase Agreement also                        
provided, among other things, that (i) subject to certain                       
exceptions, the Purchaser will not, for a period of five                        
years after the date of the Closing (the "Closing Date"),                       
sell, assign or otherwise transfer any of the Shares to a                       

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CUSIP NO: 895927 10 1                                              Page 17      

third party not affiliated with the Purchaser unless the                        
Sellers are afforded the opportunity to sell certain of                         
their shares of Convertible Preferred Stock (or common stock                    
into which such Convertible Preferred Stock is converted) to                    
such third party, (ii) after the Closing and as long as the                     
Sellers and their affiliates, in the aggregate, are                             
beneficial owners of equity securities of the Company                           
representing or convertible into more than one-half of one                      
percent of the issued and outstanding common stock of the                       
Company, the Purchaser (a) will not vote its shares in favor                    
of a director (other than Harold E. Kelley, Richard M.                          
Kerger and Daniel R. McCarthy (the "New Directors")) who                        
knowingly causes the Company to breach or vote in favor of                      
any action that would constitute a breach of the Company's                      
obligations under certain transactions to be entered into                       
between the Sellers and their affiliates, on the one hand,                      
and the Company and its affiliates, on the other hand,                          
(b) will, in the event certain specified directors cease to                     
be directors of the Company, vote its shares in favor of any                    
appropriate person nominated by Steven Posner (other than                       
Victor Posner or certain of his family members) to fill such                    
vacancy and (c) from the Closing Date until the earlier of                      
(x) the fifth anniversary of the Closing Date and (y) the                       
date on which Security Management ceases to own more than                       
50% of the Convertible Preferred Stock issued to it in                          
exchange for its remaining shares of Common Stock (or the                       

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common stock of the Company that such Convertible Preferred                     
Stock may be converted into), will, in the event certain                        
other specified directors cease to be directors of the                          
Company, vote its shares to fill such vacancy in favor of                       
any person (other than Victor Posner or certain of his                          
family members) acceptable to both the Purchaser and Steven                     
Posner, (iii) Victor Posner will cease to be a director and                     
officer of the Company and its subsidiaries and the                             
Purchaser will at no time under any circumstances vote for                      
the election of Victor Posner as a director of the Company,                     
and Victor Posner will not accept any votes so cast for him,                    
(iv) the Sellers will not, and will use their best efforts                      
not to permit the Company or its subsidiaries to, directly                      
or indirectly, solicit, seek, offer to effect, negotiate,                       
enter into or consummate any agreements (other than the                         
Stock Purchase Agreement) with any other person with respect                    
to (a) the sale, assignment, transfer or other disposition                      
of any of the Shares or other equity securities of the                          
Company or its subsidiaries beneficially owned by the                           
Sellers, (b) the sale, assignment, transfer or other                            
disposition of the Company's or its subsidiaries' assets or                     
business or any substantial part thereof, or (c) any                            
issuance or sale of the Company's or its subsidiaries'                          
equity securities, (v) prior to the Closing Date, the                           
Sellers will not, without the prior written consent of the                      
Purchaser, sell, assign, transfer, exchange or otherwise                        

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dispose of, or grant any option with respect to, the Shares                     
or enter into an agreement for any of the foregoing,                            
(vi) subject to certain exceptions, for a period of seven                       
years after the Closing Date, the Sellers and their                             
affiliates will not acquire, directly or indirectly, record                     
or beneficial ownership of any capital stock or other                           
securities of the Company or its subsidiaries or affiliates,                    
solicit proxies with respect to any capital stock or other                      
securities of the Company or its subsidiaries or affiliates,                    
become a participant in any election contest relating to the                    
election of directors of the Company or its subsidiaries or                     
affiliates or initiate or solicit shareholders of the                           
Company or its subsidiaries or affiliates for the approval                      
of any shareholder proposal, engage in a tender offer or                        
exchange offer for capital stock or other securities of the                     
Company or its subsidiaries or affiliates, take any action                      
to obtain or change the control of the Company or its sub-                      
sidiaries or affiliates or seek to control the management,                      
Board of Directors or policies of the Company or its                            
subsidiaries or affiliates, (vii) on the Closing Date, the                      
Board of Directors of the Company will be comprised of the                      
persons set forth on Schedule 9 to the Stock Purchase                           
Agreement (for more information concerning the                                  
reconstitution of the Board of Directors, see "Changes in                       
the Board of Directors and Management," below), (viii) the                      
Articles of Incorporation of the Company will be amended                        

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(a) to create two classes of common stock, Class A Common                       
Stock and Class B Common Stock, to reclassify the Common                        
Stock into Class A Common Stock and to increase the                             
authorized number of shares of Class A Common Stock, (b) to                     
create a new class of convertible preferred stock to be                         
issued to Security Management in connection with the                            
Exchange which will be convertible into Class A Common Stock                    
or Class B Common Stock of the Company under certain                            
conditions, (c) to create blank check preferred stock in                        
accordance with Ohio law, (d) to eliminate cumulative voting                    
and (e) to opt out of Section 1707.043 of the Ohio Revised                      
Code relating to recapture of profits realized from the                         
disposition of stock within 18 months after a proposal to                       
acquire control of a corporation and (ix) the Company will                      
purchase or will cause its subsidiaries to purchase the                         
minority share interests of certain subsidiaries of the                         
Company owned by the Sellers or their affiliates on                             
substantially the terms set forth in Schedule 8 to the Stock                    
Purchase Agreement.                                                             
Prior to the Closing, the Articles of                       
Incorporation of the Company were amended (and corresponding                    
changes made to the Company's Code of Regulations) to                           
provide for the items set forth in clause (viii) of the                         
immediately preceding paragraph.                                                

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The DWG Agreement                                                     

Concurrently with the execution of the Stock                
Purchase Agreement, the Company entered into an agreement                       
with the Purchaser, a copy of which is filed as Exhibit 3                       
hereto and incorporated herein by reference (the "DWG                           
Agreement"), pursuant to which the Company agreed, among                        
other things, (i) not to, directly or indirectly, solicit,                      
seek, offer to effect, negotiate, enter into or consummate                      
any agreements with respect to any issuance or sale of the                      
Company's (or any of its subsidiaries') equity securities,                      
with certain permitted exceptions and (ii) to reimburse the                     
Purchaser for its reasonable expenses incurred in connection                    
with the Exchange, the Lease Modification, the Minority                         
Share Acquisitions, the Modification, the Refinancing (as                       
defined below), the reconstitution of the Company's Board of                    
Directors, the offering of employment to Steven Posner and                      
the amendments to the Company's Articles of Incorporation                       
described above.                                                                

Refinancing of Indebtedness                                           

As set forth above, it was a condition to the               
Closing that on or prior to the Closing Date, certain                           
indebtedness of the Company and its subsidiaries be                             
refinanced (the "Refinancing") on significantly improved                        
terms and conditions.  As part of the Refinancing, Royal                        
Crown Corporation, now known as RC/Arby's Corporation                           
("RC/Arby's"), a subsidiary of the Company, entered into a                      

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commitment letter with DLJ Investment, Inc., an affiliate of                    
Donaldson, Lufkin & Jenrette ("DLJ"), and Merrill Lynch &                       
Co. Incorporated ("Merrill Lynch") pursuant to which they or                    
their affiliates committed to purchase in a private                             
placement an aggregate of $225 million principal amount of                      
senior secured notes of RC/Arby's, subject to the terms and                     
conditions set forth in such letter.  In addition,                              
Graniteville Company ("Graniteville"), an indirect                              
subsidiary of the Company, entered into a commitment letter                     
with The CIT Group/Commercial Services, Inc. ("CIT")                            
pursuant to which CIT committed to underwrite a $180 million                    
senior secured credit facility, subject to the terms and                        
conditions set forth in such letter.  See the Proxy                             
Statement for additional information concerning the terms of                    
the Refinancing.  Prior to the Closing, the Refinancing was                     
consummated on substantially the terms set forth in the                         
above-mentioned commitment letters.                                             

Equity Offering                                                       

In connection with the Closing, the Company issued          
and sold (the "Equity Offering"), for an aggregate price of                     
$10 million, shares of Common Stock to DLJ Capital                              
Corporation and Merrill Lynch and related investors                             
(collectively, the "DLJ/Merrill Lynch Investors") at a price                    
of $12.00 per share.  Such issuances and sales were                             
conditioned upon, among other things, the Closing and the                       
consummation of the Refinancing.  However, the consummation                     

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of the Equity Offering was not a condition to the Closing or                    
the consummation of the Refinancing.  See the Proxy                             
Statement for more information regarding the Equity                             
Offering.                                                                       
In connection with the issuance of shares of                
Common Stock to the DLJ/Merrill Lynch Investors, the Company                    
and the DLJ/Merrill Lynch Investors entered into                                
registration rights agreements granting to the DLJ/Merrill                      
Lynch Investors certain "demand" and "piggyback"                                
registration rights with respect to the registration of such                    
shares under the 1933 Act and that the Company will have a                      
right of first refusal in connection with any proposed                          
disposition of the Company's shares by the DLJ/Merrill Lynch                    
Investors.                                                                      
Following the consummation of the SEPSCO                    
Transaction (as defined below), Graniteville became an                          
indirect wholly owned subsidiary of the Company                                 
(Graniteville was previously owned 51% by the Company with                      
the Company owning the remaining 49% through its controlling                    
interest in Southeastern Public Service Company ("SEPSCO")).                    

Changes in the Board of Directors and Management                      

As described above, the Board of Directors of the           
Company was reconstituted and Victor Posner resigned as                         
Chairman of the Board, President and Chief Executive Officer                    
and a director of the Company and as an officer and director                    
of the Company's subsidiaries.  In addition, Steven Posner,                     

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formerly Vice Chairman and a director of the Company,                           
resigned from such positions and as an officer and director                     
of the Company's subsidiaries.                                                  
On January 25, 1993, Steven Posner sent a letter            
to the Purchaser, a copy of which is filed as Exhibit 7                         
hereto and which is incorporated herein by reference, in                        
which Steven Posner acknowledged that he had been offered                       
and rejected the employment agreement referred to in the                        
Stock Purchase Agreement and stated that he was resigning as                    
a Director and Vice Chairman of the Company and as an                           
officer and director of the Company's subsidiaries, effec-                      
tive upon the Closing.  Steven Posner's decision not to                         
accept such employment was conditioned, in part, on his                         
being offered a five-year consulting agreement (the                             
"Consulting Agreement") with the Company providing for an                       
initial payment of $1,000,000 at the commencement of the                        
term of such agreement (reflecting Steven Posner's services                     
in connection with the consummation of the transactions                         
contemplated by the Stock Purchase Agreement and the                            
Refinancing) and an annual consulting fee of $1,000,000 per                     
annum, and containing such other terms and conditions as set                    
forth on Exhibit 7 hereto.  The Reporting Persons were                          
advised that the Chairman of the Special Committee of the                       
Company's Board of Directors approved such terms and                            
conditions of the Consulting Agreement as well as a bonus of                    
$700,000 for past services to the Company.  Immediately                         

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after the Closing, the Company wrote off the total amount of                    
such payments (on a present value basis) to be made by the                      
Company under the Consulting Agreement.  Steven Posner                          
entered into the Consulting Agreement on substantially the                      
terms and conditions described above.                                           
Messrs. Peltz and May were elected to the                   
positions of Chairman and Chief Executive Officer of the                        
Company and President and Chief Operating Officer of the                        
Company, respectively, following the Closing and Leon                           
Kalvaria, Vice Chairman of Trian Group, Limited Partnership                     
("Trian"), an affiliate of the Reporting Persons, was                           
elected a Vice Chairman of the Company.  In addition, other                     
persons who were formerly officers and employees of Trian                       
and certain of its affiliates have been elected officers of                     
and/or are now employed by the Company and its subsidiaries                     
and are no longer officers and employees of Trian.                              
Following the Closing, the position of President            
and Chief Executive Officer was filled at each of Arby's,                       
Inc. ("Arby's"), Royal Crown Cola Co. ("RC Cola"), National                     
Propane Corporation ("National Propane") and Graniteville,                      
subsidiaries of the Company, by the following persons:                          
Donald L. Pierce, John C. Carson, Ronald D. Paliughi and                        
H. Douglas Kingsmore, respectively.                                             
New executive management has developed a business           
strategy intended to address the Company's past inability to                    
attract strong operating management, lack of focused                            

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advertising and marketing programs, and failure to make                         
sufficient investments in capital projects.  The key                            
elements of this business strategy include (i) focusing the                     
Company's resources on the four core businesses - soft                          
drink, fast food, textiles and liquefied petroleum gas,                         
(ii) building strong operating management teams for each of                     
the core businesses, and permitting each of these teams to                      
operate in a newly decentralized environment, (iii)                             
providing strategic leadership and financial resources to                       
enable the management teams to develop and implement                            
specific, growth-oriented business plans and (iv)                               
rationalizing the Company's organizational structure by                         
eliminating minority interests and settling previously                          
outstanding shareholder litigation.                                             
The new chief executive officers of the Company's           
four core businesses, three of whom came from outside the                       
Company, have developed and begun to implement individual                       
plans focused on increasing revenues and improving operating                    
efficiency.  In addition, the Company expects to undertake,                     
and is actively pursuing, acquisitions and business                             
combinations to augment the four core businesses and                            
dispositions of the non-core businesses.  The implementation                    
of the Company's business strategy is expected to result in                     
significant increases in expenditures for, among other                          
things, capital projects and acquisitions and, over time,                       
marketing and advertising.  To provide liquidity to finance                     

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these expenditures and to reduce interest costs, the Company                    
refinanced a significant portion of its high cost debt                          
during 1993.                                                                    

Settlement of Certain Legal Proceedings                               

The Proceedings                                             

As provided above, it was a condition to the                
Closing that the Modification be entered into and that the                      
District Court shall have entered an order and final judg-                      
ment approving the Modification.  The Modification was                          
executed by all of the parties to the Proceedings and a pre-                    
liminary order approving the Modification was issued by the                     
District Court on February 19, 1993.  A hearing was held by                     
the District Court on March 22, 1993 concerning the                             
"fairness" of the Modification and prior to the Closing, the                    
District Court entered an Order and Final Judgment of                           
Dismissal and Final Order and Judgment approving the                            
Modification on April 21, 1993.  On April 26, 1993, the                         
District Court held a hearing confirming the occurrence of                      
all conditions preceding the Closing and the fact of the                        
Closing by the Purchaser.  See the Proxy Statement for more                     
information concerning the Modification.                                        
In connection with the Modification, the Purchaser          
and Messrs. Peltz and May entered into an Undertaking and                       
Agreement, dated February 9, 1993 (the "Undertaking"), a                        
copy of which is filed as Exhibit 8 hereto and is                               
incorporated herein by reference.  Pursuant to the terms of                     

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the Undertaking, the Reporting Persons agreed to be bound by                    
certain provisions of the Modification, including (a) never                     
to vote any shares of the Company owned or controlled by the                    
Purchaser for the election of Victor Posner as a director of                    
the Company, (b) causing any slate of directors of the Com-                     
pany directly or indirectly proposed or recommended by the                      
Purchaser during the Effective Period (defined in the                           
Modification as the period commencing February 12, 1991 and                     
terminating on the earliest of (i) five years from the date                     
of the closing of the transactions contemplated by the Stock                    
Purchase Agreement, (ii) the date on which Victor Posner                        
(and his affiliates) ceases to own Common Stock or convert-                     
ible securities of the Company equal in the aggregate to                        
more than 5.0% of the issued and outstanding Common Stock                       
and (iii) the date on which the shares of common stock of                       
the Company cease to be publicly held) to include the New                       
Directors, (c) with respect to the special meeting in lieu                      
of the 1992 Annual Meeting of Shareholders of the Company                       
(the "1992 Special Meeting"), to cause the slate of                             
directors to include William Pallot and Thomas Prendergast,                     
(d) during the Effective Period, subject to the Purchaser's                     
absolute right to vote the minimum number of shares neces-                      
sary to accomplish the election of Messrs. Peltz, May and                       
Kalvaria and Mr. Irving Mitchell Felt, or their successors,                     
to cast any other votes available to it for the election of                     
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Meeting, for Messrs. Pallot and Prendergast (if the shares                      
of common stock of the Company are subject to cumulative                        
voting, the Purchaser is obligated to cumulate its votes and                    
to vote as described in this clause (d)), (e) not to consent                    
to the amendment or waiver of certain conditions to closing                     
contained in the Stock Purchase Agreement without the prior                     
written approval of the New Directors, and (f) not to amend                     
certain covenants and agreements contained in the Stock                         
Purchase Agreement without the prior written approval of the                    
New Directors.                                                                  

The Ehrman Litigation                                       

Pursuant to the terms of a memorandum of                    
understanding (the "Memorandum of Understanding") dated                         
January 21, 1993 entered into by the Purchaser and the                          
plaintiff in an action (the "Ehrman Litigation") brought                        
derivatively on behalf of SEPSCO against, among others, the                     
Company, the Purchaser agreed to use its best efforts to                        
cause the Company to settle such action.  A copy of such                        
memorandum of understanding is filed as Exhibit 6 hereto and                    
incorporated herein by reference.  Following the Closing,                       
the Board of Directors of the Company approved the terms of                     
the proposed settlement set forth in the Memorandum of                          
Understanding and the settlement was consummated on                             
April 14, 1994.  Pursuant to the settlement, on such date a                     
wholly-owned subsidiary of the Company was merged into                          
SEPSCO (the "SEPSCO Transaction").  Each holder of common                       

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stock of SEPSCO other than the Company or its subsidiaries                      
received in exchange for each share of common stock of                          
SEPSCO .8 of a share of Common Stock of the Company, and the                    
SEPSCO common stock was delisted from the Pacific Stock                         
Exchange and was terminated from registration pursuant to                       
Section 12(g)(4) of the Securities Exchange Act of 1934, as                     
amended.  This resulted in the issuance of 2,691,822 shares                     
of Common Stock.  As a result of the SEPSCO Transaction,                        
SEPSCO became a wholly-owned subsidiary of the Company.                         
Accordingly, following the consummation of the              
transactions contemplated by the Stock Purchase Agreement                       
and after the consummation of the Minority Share Acquisi-                       
tions and the restructuring and the settlement of the Ehrman                    
Litigation (each, as referred to above), the Company owns                       
100% of the stock of CFC Holdings Corp. ("CFC Holdings")                        
(approximately 94.6% was owned by the Company and 5.4% by                       
SEPSCO), SEPSCO and Graniteville.  In addition, the Company                     
owns approximately 59% of the stock of Wilson Brothers                          
(approximately 54% was owned by the Company and 5% by Victor                    
Posner).  CFC Holdings continues to hold 100% of the                            
outstanding stock of Chesapeake Insurance Company Limited                       
and RC/Arby's.  RC/Arby's continues to own 100% of the out-                     
standing stock of Arby's and RC Cola.                                           

Miscellaneous                                                         

The Proxy Statement contained pro forma condensed           
balance sheets and consolidated statements of operations of                     

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the Company and its subsidiaries which reflect the financial                    
effect of the transactions contemplated by the Stock                            
Purchase Agreement, the Exchange Agreement, the DWG                             
Agreement, the Modification, the Lease Modification, the                        
agreements for the Minority Share Acquisitions, the                             
Memorandum of Understanding, the Consulting Agreement and                       
the Equity Offering.                                                            
Since the execution of the Stock Purchase Agree-            
ment, the Purchaser and Messrs. Peltz and May, and certain                      
of their affiliates, have had numerous discussions with                         
management of the Company to develop a better understanding                     
of the Company and its businesses and to assist the Company,                    
RC/Arby's and Graniteville in connection with the Refinanc-                     
ing.  As a result of this process, the Purchaser and Messrs.                    
Peltz and May have considered the plans and proposals                           
described above in this Item 4.                                                 
Messrs. Peltz and May have guaranteed a loan in             
the amount of $175,000 made to Steven Posner by an unaffili-                    
ated commercial banking institution.                                            
Except as described in the Stock Purchase Agree-            
ment, the Exchange Agreement, the DWG Agreement or the Part-                    
nership Agreement or as set forth above in this Item 4, no                      
Reporting Person has any present plans or proposals which                       
relate to or would result in:  (a) the acquisition by any                       
person of additional securities of the Company, or the                          
disposition of securities of the Company; (b) an extra-                         

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ordinary corporate transaction such as a merger, reorganiza-                    
tion or liquidation, involving the Company or any of its                        
subsidiaries; (c) a sale or transfer of a material amount of                    
assets of the Company or any of its subsidiaries; (d) any                       
change in the present board of directors or management of                       
the Company, including any plans or proposals to change the                     
number or term of directors or to fill any existing                             
vacancies on the board; (e) any material change in the                          
present capitalization or dividend policy of the Company;                       
(f) any other material change in the Company's business or                      
corporate structure; (g) changes in the Company's charter,                      
bylaws or instruments corresponding thereto or other actions                    
which may impede the acquisition of control of the Company                      
by any person; (h) causing a class of securities of the                         
Company to be delisted from a national securities exchange                      
or to cease to be authorized to be quoted in an inter-dealer                    
quotation system of a registered national securities associ-                    
ation; (i) a class of equity securities of the Company                          
becoming eligible for termination of registration pursuant                      
to Section 12(g)(4) of the Securities Exchange Act of 1934;                     
or (j) any action similar to those enumerated above.                            

Item 5.   Interest in Securities of the Issuer.                                 

(a) through (c).  As a result of the Acquisition,           
the Purchaser beneficially owns 5,982,867 shares of Common                      
Stock, representing approximately 24.9% of the outstanding                      
shares of Common Stock as of April 25, 1994 (based on the                       

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Company's Proxy Statement for the Annual Meeting of                             
Shareholders held on June 9, 1994).                                             
By virtue of their positions as general partners            
of the Purchaser, Messrs. Peltz and May may be deemed to own                    
beneficially the 5,982,867 shares of Common Stock owned of                      
record by the Purchaser.  In such capacity, Messrs. Peltz                       
and May may be deemed to share voting and dispositive power                     
with the Purchaser and with each other with respect to such                     
shares of Common Stock.                                                         
On April 30, 1993, Mr. May purchased as a gift for          
a minor child of Mr. Peltz in an open market purchase an                        
additional 100 shares of DWG Common Stock at a price of                         
$19.00 per share.  Mr. Peltz disclaims beneficial ownership                     
of such shares.                                                                 
In addition to the foregoing, Messrs. Peltz and             
May beneficially own 200,000 and 133,333 shares of Common                       
Stock, respectively, representing stock options that may be                     
exercised within 60 days.  As a result, Messrs. Peltz and                       
May may be deemed to beneficially own an aggregate of                           
6,182,967 and 6,116,200 shares of Common Stock,                                 
respectively, representing approximately 25.5% and 25.3%,                       
respectively, of the outstanding shares of Common Stock                         
(based on the Company's Proxy Statement for the Annual                          
Meeting of Shareholders held on June 9, 1994 plus the shares                    
subject to the stock options that may be exercised by                           
Messrs. Peltz and May, respectively, within 60 days).                           

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On July 12, 1994, Messrs. Peltz and May entered             
into an agreement (the "Kalvaria Agreement") with Leon                          
Kalvaria, Vice Chairman of the Company, as described in                         
Item 5(d) below.                                                                
Except as set forth above, no Reporting Person              
beneficially owns any shares of Common Stock or has effected                    
any transaction in shares of Common Stock during the preced-                    
ing 60 days.                                                                    
As a result of the consummation of the                      
transactions contemplated by the Stock Purchase Agreement,                      
the Reporting Persons possess shared power to vote or to                        
direct the vote and shared power to dispose or direct the                       
disposition of the 5,982,867 shares of Common Stock                             
purchased by the Purchaser from the Sellers pursuant to the                     
Stock Purchase Agreement.                                                       
(d)  On July 12, 1994, Messrs. Peltz and May                
entered into the Kalvaria Agreement.  The descriptions of                       
the provisions of the Kalvaria Agreement contained herein                       
are qualified in their entirety by the actual terms of such                     
Agreement, a copy of which is filed as Exhibit 14 hereto and                    
is incorporated herein by reference.  Pursuant to the                           
Kalvaria Agreement, Messrs. Peltz and May, severally and not                    
jointly, agreed to pay Mr. Kalvaria an amount (a "Deal                          
Bonus") equal to 3-1/3% and 1-2/3%, respectively, of the Net                    
Profit (as defined in the Kalvaria Agreement) realized                          
during the period from the date of the Kalvaria Agreement to                    

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the date on which Mr. Kalvaria's employment with the Company                    
is terminated under his employment agreement with the                           
Company (the "Term") by the Purchaser in connection with                        
each sale by the Purchaser of part or all of the Shares.                        
The Kalvaria Agreement also provides for certain            
payments if the Term is terminated because of Mr. Kalvaria's                    
death or disability or if the Term is terminated by the                         
Company for any reason (other than for cause) or by                             
Mr. Kalvaria pursuant to a notice not to extend his                             
employment agreement with the Company or if the Shares are                      
distributed by the Purchaser, in whole or in part, to                           
Messrs. Peltz and May.                                                          
Except as set forth above, to the best knowledge            
of the Reporting Persons, no person other than the Reporting                    
Persons has the right to receive or the power to direct the                     
receipt of dividends from, or the proceeds from the sale of,                    
the Shares.                                                                     
(e)  Not applicable.                                        

Item 6.   Contracts, Arrangements, Understandings or                            
Relationships with Respect to the Common Stock of           
the Issuer.                                                 

In connection with the Citibank Loans, the                  
Purchaser agreed to deliver subsequent to the date of the                       
Citibank Loans certain Shares on behalf of Messrs. Peltz and                    
May to replace certain collateral originally pledged to                         
secure such loans.  The Purchaser entered into a Pledge and                     
Security Agreement (the "Pledge Agreement"), dated as of                        

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April 5, 1993, with Citibank, a copy of which is filed as                       
Exhibit 12 hereto and incorporated herein by reference,                         
pursuant to which the Purchaser agreed to pledge (the "DWG                      
Pledge") to Citibank, on behalf of Messrs. Peltz and May, an                    
aggregate of 740,000 shares of Common Stock of the Company.                     
On May 6, 1993, the Pledged Shares were pledged in                              
substitution for certain other collateral securing the                          
Citibank Loans, which other collateral was released by                          
Citibank upon delivery of the pledged shares.  The Purchaser                    
entered into an Amended and Restated Pledge and Security                        
Agreement (the "Amended and Restated Pledge Agreement"),                        
dated as of July 25, 1994, with Citibank, a copy of which is                    
filed as Exhibit 15 hereto and incorporated herein by                           
reference, pursuant to which the Purchaser agreed to pledge                     
to Citibank, on behalf of Messrs. Peltz and May, an                             
additional 300,000 shares of Common Stock in substitution                       
for and in addition to certain other collateral securing the                    
Citibank Loans.  The Pledge Agreement and the Amended and                       
Restated Pledge Agreement contain standard provisions                           
concerning the maturity of the loans and other provisions                       
with respect thereto and with respect to the pledged shares.                    
On May 14, 1993, Messrs. Peltz and May entered into certain                     
loan documentation with respect to certain loans aggregating                    
$24 million (the "Custodial Loans") made in the ordinary                        
course of business to Messrs. Peltz and May by Custodial                        
Trust Company.  The Custodial Loans are demand loans bearing                    

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CUSIP NO: 895927 10 1                                              Page 37      

interest at the prime rate and are secured by 3,300,000 of                      
the Shares owned by the Purchaser and certain other                             
securities owned by Messrs. Peltz and May (and their                            
spouses) other than the Shares.  The loan documentation in                      
connection with the Custodial Loans contains standard                           
provisions concerning the maturity of the loans and other                       
provisions with respect thereto and with respect to the                         
Shares pledged pursuant thereto.  The documents evidencing                      
the Custodial Loans are filed as Exhibit 13 hereto and are                      
incorporated herein by reference.                                               
As described in Item 5(d) above, Messrs. Peltz and          
May entered into the Kalvaria Agreement with Mr. Kalvaria                       
providing for the payment to Mr. Kalvaria of certain amounts                    
with respect to the sale of the Shares.  See Item 5(d).                         
Except as described elsewhere in this Statement or          
as set forth in the Stock Purchase Agreement, the Exchange                      
Agreement, the DWG Agreement, the Partnership Agreement, the                    
Undertaking, the Pledge Agreement, the Kalvaria Agreement or                    
the Amended and Restated Pledge Agreement, copies of which                      
are filed as Exhibits 1, 2, 3, 4, 8, 9, 12, 14 and 15,                          
respectively, hereto, and are incorporated herein by                            
reference, to the best knowledge of the Reporting Persons,                      
there exist no contracts, arrangements, understandings or                       
relationships (legal or otherwise) among the Purchaser and                      
Messrs. Peltz and May and between such persons and any                          
person with respect to any securities of the Company,                           

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CUSIP NO: 895927 10 1                                              Page 38      

including but not limited to transfer or voting of any                          
securities of the Company, finder's fees, joint ventures,                       
loan or option arrangements, puts or calls, guarantee of                        
profits, division of profits or loss, or the giving or                          
withholding of proxies.                                                         

Item 7.   Material To Be Filed as Exhibits.                                     

1.   Stock Purchase Agreement dated as of                   
October 1, 1992 by and between the Purchaser, Posner, Posner                    
Trust and Security Management.                                                  
2.   Exchange Agreement dated as of October 1,              
1992 between the Company and Security Management.                               
3.   Agreement dated as of October 1, 1992 between          
the Company and the Purchaser.                                                  
4.   Agreement of Limited Partnership of the Pur-           
chaser dated as of September 25, 1992.                                          
5.   Joint Filing Agreement of the Purchaser,               
Peltz and May.                                                                  
6.   Memorandum of Understanding, dated                     
January 21, 1993, by and between the Purchaser and                              
William A. Ehrman, individually and derivatively on behalf                      
of SEPSCO.                                                                      
7.  Letter dated January 25, 1993 from Steven               
Posner to the Purchaser (including proposed terms and condi-                    
tions of Consulting Agreement to be entered into between the                    
Company and Steven Posner).                                                     

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CUSIP NO: 895927 10 1                                              Page 39      

8.  Undertaking and Agreement, dated February 9,            
1993, executed by the Purchaser.                                                
9.  Amendment No. 3 dated as of April 14, 1993 to           
Agreement of Limited Partnership of the Purchaser.                              
10.  Citibank Loan Documents (Exhibits and                  
Schedules omitted).                                                             
11.  Republic Loan Documents (Exhibits and                  
Schedules omitted).                                                             
12.  Pledge and Security Agreement, dated as of             
April 5, 1993, between the Purchaser and Citibank.                              
13.  Custodial Loan Documents.                              
14.  Agreement, dated May 2, 1994, among Nelson             
Peltz, Peter W. May and Leon Kalvaria.                                          
15.  Amended and Restated Pledge and Security               
Agreement, dated as of July 25, 1994, between the Purchaser                     
and Citibank.                                                                   

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CUSIP NO: 895927 10 1                                              Page 40      

SIGNATURES            

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

Dated:  September 1, 1994                                                       

       DWG ACQUISITION GROUP, L.P.

By: /s/ Nelson Peltz
          ------------------------
      Name:   Nelson Peltz
         Title:  General Partner

By: /s/ Peter W. May
          ------------------------
      Name:   Peter W. May
         Title:  General Partner

/s/ Nelson Peltz    
       ---------------------------
Nelson Peltz        

/s/ Peter W. May    
       ---------------------------
Peter W. May        

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CUSIP NO: 895927 10 1                                              Page 41      

Exhibit Index                   

Exhibit                   Description                           Page No.        

1             Stock Purchase Agreement dated                  Filed with        
    as of October 1, 1992 by and                    Original
     between the Purchaser, Posner,                  Statement
Posner Trust and Security                           
Management.                                         

2             Exchange Agreement dated as of                  Filed with        
    October 1, 1992 between the                     Original
     Company and Security Management.                Statement

3             Agreement dated as of October 1,                Filed with        
    1992 between the Company and the                Original
     Purchaser.                                      Statement

4             Agreement of Limited Partnership                Filed with        
    of the Purchaser dated as of                    Original
     September 25, 1992.                             Statement

5             Joint Filing Agreement of the                   Filed with        
    Purchaser, Peltz and May.                       Original
                                                     Statement

6             Memorandum of Understanding,                    Filed with        
     dated January 21, 1993, by and                  Amendment
 between the Purchaser and                       No. 2
William A. Ehrman, individually                     
and derivatively on behalf of                       
SEPSCO.                                             

7             Letter dated January 25, 1993                   Filed with        
     from Steven Posner to the                       Amendment
 Purchaser (including proposed                   No. 2
terms and conditions of                             
Consulting Agreement to be                          
entered into between the Company                    
and Steven Posner).                                 

8             Undertaking and Agreement, dated                Filed with        
     February 9, 1993, executed by                   Amendment
 the Purchaser.                                  No. 3

9             Amendment No. 3 dated as of                     Filed with        
     April 14, 1993 to Agreement of                  Amendment
 Limited Partnership of the                      No. 4
Purchaser.                                          

10            Citibank Loan Documents                         Filed with        
     (Exhibits and Schedules                         Amendment
 omitted).                                       No. 4

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CUSIP NO: 895927 10 1                                              Page 42      

Exhibit                  Description                          Page No.          

11            Republic Loan Documents                         Filed with        
     (Exhibits and Schedules                         Amendment
 omitted).                                       No. 4

12            Pledge and Security Agreement,                  Filed with        
     dated as of April 5, 1993,                      Amendment
 between the Purchaser and                       No. 5
Citibank.                                           

13            Custodial Loan Documents.                       Filed with        
                                                     Amendment
                                                 No. 5

14            Agreement, dated May 2, 1994                    Filed             
    among Nelson Peltz, Peter W. May                herewith
and Leon Kalvaria                                   

15            Amended and Restated Pledge and                 Filed             
    Security Agreement, dated as of                 herewith
July 25, 1994 between the                           
Purchaser and Citibank.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		9/25/11		7
Filed on:		1/26/95
		9/1/94		40
		7/25/94		36		42
		7/12/94		1		34
		6/9/94		11		33			8-K,  8-K/A,  DEF 14A
		5/2/94		39		42
		4/25/94		11		32
		4/14/94		29
		5/21/93		5
		5/14/93		36
		5/6/93		36
		5/3/93		5
		4/30/93		10		33
		4/26/93		15		27
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		4/21/93		15		27
		4/14/93		39		41
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		3/22/93		5		27
		2/19/93		27
		2/9/93		27		41
		1/28/93		5
		1/25/93		24		41
		1/21/93		29		41
		1/7/93		5
		10/13/92		5
		10/1/92		5		41
		9/25/92		6		41
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