SEC Info - Peltz Nelson, et al. - ‘SC 13D/A’ on 1/6/06 re: Wendy's Co

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Peltz Nelson, et al. – ‘SC 13D/A’ on 1/6/06 re: Wendy's Co

On: Friday, 1/6/06, at 5:22pm ET · Accession #: 950142-6-49 · File #: 5-30388

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

 1/06/06  Peltz Nelson                      SC 13D/A               1:36K  Wendy’s Co                        Paul Weiss Ri… LLP 01/FA
          Nelson Peltz
          Peter W. May

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 21                                      17     63K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Class A Common Stock Interest in Securities of the Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Class A Common Stock
5	Item 3. Source and Amount of Funds or Other Consideration
9	Item 5. Interest in Securities of the Issuer

SC 13D/A 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 
================================================================================

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

 _______________________

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 (AMENDMENT NO. 21)*

 _______________________

TRIARC COMPANIES, INC.
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
CLASS B COMMON STOCK, SERIES 1, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)

 CLASS A COMMON STOCK: 895927 10 1
 CLASS B COMMON STOCK: 895927 30 9
(CUSIP Number)

PETER W. MAY
C/O TRIARC COMPANIES, INC.
 280 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL. NO.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
 and Communications)

 _______________________

 DECEMBER 29, 2005
(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   
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].   

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. 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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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 2 of 17
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--------------------------------------------------------------------------------
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                                                        

Not applicable                              
--------------------------------------------------------------------------------
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  (See Item 5)

    NUMBER OF        -----------------------------------------------------------
SHARES          8      SHARED VOTING POWER (See Item 5)               
BENEFICIALLY OWNED          12,788,630 (Class A Common Stock)                   
BY EACH                20,492,591 (Class B Common Stock)              
    REPORTING        -----------------------------------------------------------
PERSON          9      SOLE DISPOSITIVE POWER  (See Item 5)           
WITH                  8,126,320 (Class A Common Stock)              
         13,044,020 (Class B Common Stock)
                     -----------------------------------------------------------
       10     SHARED DISPOSITIVE POWER  (See Item 5)

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
(See Item 5)                                                  
12,788,630 (Class A Common Stock)               
20,492,591 (Class B Common Stock)               
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
                                                                           [_]

--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
47.8% (Class A Common Stock)*                   
33.8% (Class B Common Stock)*                   
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               
IN                                              
--------------------------------------------------------------------------------

----------                                                                      
*    These percentages are calculated based on 23,964,599 shares of Class A     
   Common Stock and 52,472,346 shares of Class B Common Stock outstanding as
    of October 31, 2005, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 2, 2005.                  

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 3 of 17
---------------------------------------------         --------------------------

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

Not applicable                              
--------------------------------------------------------------------------------
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  (See Item 5)

    NUMBER OF        -----------------------------------------------------------
SHARES          8      SHARED VOTING POWER (See Item 5)               
BENEFICIALLY OWNED          12,802,680 (Class A Common Stock)                   
BY EACH                20,367,391 (Class B Common Stock)              
    REPORTING        -----------------------------------------------------------
PERSON          9      SOLE DISPOSITIVE POWER  (See Item 5)           
WITH                  4,489,405 (Class A Common Stock)              
        6,868,895 (Class B Common Stock)
                     -----------------------------------------------------------
       10     SHARED DISPOSITIVE POWER  (See Item 5)

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
(See Item 5)                                                  
12,802,680 (Class A Common Stock)               
20,367,391 (Class B Common Stock)               
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
                                                                           [_]

--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
47.9% (Class A Common Stock)*                   
33.6% (Class B Common Stock)*                   
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

IN                                              
--------------------------------------------------------------------------------

----------                                                                      
*    These percentages are calculated based on 23,964,599 shares of Class A     
   Common Stock and 52,472,346 shares of Class B Common Stock outstanding as
    of October 31, 2005, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 2, 2005.                  

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 4 of 17
---------------------------------------------         --------------------------

AMENDMENT NO. 21 TO SCHEDULE 13D

     This Amendment No. 21 amends and supplements the Schedule 13D dated
October 13, 1992 (the "Original Statement"), as amended and restated by         
Amendment No. 6 dated May 3,1993, as amended by Amendment No. 7 dated February  
14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by   
Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May  
4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by  
Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July
1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by 
Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated   
January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as       
amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19 
dated July 23, 2004 and as amended by Amendment No. 20 dated May 23, 2005 (the  
Original Statement, as so amended shall be known as the "Statement"), with      
respect to the Class A Common Stock, par value $.10 per share (the "Class A     
Common Stock"), and the Class B Common Stock, Series 1, par value $.10 per share
(the "Class B Common Stock"), in each case of Triarc Companies, Inc., a Delaware
corporation and successor by merger to Triarc Companies, Inc., an Ohio          
corporation formerly named DWG Corporation (the "Company"). Unless otherwise    
indicated, all capitalized terms used herein shall have the same meaning as set 
forth in the Statement.                                                         

        Except as set forth below, there are no changes to the information set
forth in the Statement. As noted in Amendment Nos. 14, 15, 16, 17, 18, 19 and   
20, all                                                                         

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 5 of 17
---------------------------------------------         --------------------------

references in the Statement to "Common Stock" shall be deemed to refer          
to the Class A Common Stock.                                                    

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

               Item 3 of the Statement is amended by adding the following:

                           On August 9, 2005, Messrs. Peltz and May collectively
  made a bona fide gift of 50 shares of Class B Common Stock to an
  unrelated person from shares already owned by Mr. May. Mr. Peltz
transferred 25 shares of Class B Common Stock to Mr. May as   
reimbursement of the value of one-half of the gift.           

                    On December 6, 2005, Mr. Peltz exercised stock
    options with respect to 150,000 shares of Class A Common Stock and
       300,000 shares of Class B Common Stock and paid the exercise price by
         delivery of 99,006 shares of Class B Common Stock, at a price per share
  equal to the closing price of a share of Class B Common Stock on
         December 6, 2005. Additionally, Mr. Peltz elected to have withheld from
        the shares issued upon exercise of such stock options 84,635 shares of
      Class A Common Stock and 70,265 shares of Class B Common Stock, at a
         price per share equal to the closing price of such Class A Common Stock
         and Class B Common Stock, respectively, on December 6, 2005, to satisfy
  tax withholding obligations in connection with such stock option
exercise.                                                     

                          On December 6, 2005, Mr. May exercised stock options
    with respect to 100,000 shares of Class A Common Stock and 200,000
        shares of Class B Common Stock and paid the exercise price by delivery
         of 66,004 shares of Class B Common Stock, at a price per share equal to
     the closing price of a share of Class B Common Stock on December 6,
2005. Additionally, Mr. May elected                           

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 6 of 17
---------------------------------------------         --------------------------

     to have withheld from the shares issued upon exercise of such stock
    options 60,202 shares of Class A Common Stock and 54,402 shares of
       Class B Common Stock, at a price per share equal to the closing price
         of such Class A Common Stock and Class B Common Stock, respectively, on
        December 6, 2005, to satisfy tax withholding obligations in connection
with such stock option exercise.                              

                         On December 29, 2005, as described in the Company's
   Current Report on Form 8-K filed with the Securities and Exchange
     Commission on January 5, 2006, Messrs. Peltz and May entered into a
series of transactions with the Company relating to: (i) the  
   distribution to Messrs. Peltz and May of shares of Class A Common
     Stock and Class B Common Stock, the receipt of which was previously
       deferred by them; (ii) the exercise of certain previously granted and
    vested stock options by Messrs. Peltz and May; (iii) the tendering
      and withholding of shares of Class A Common Stock and Class B Common
Stock in consideration of exercise prices and withholding tax,
       respectively, in connection with the foregoing; and (iv) the award of
      the stock options referred to herein to Messrs. Peltz and May on the
     exercise of (and in consideration of) the options referenced in the
      preceding clause (iii) (corresponding to the payment of the exercise
     price and minimum statutory withholding taxes arising in respect of
    such exercised stock options with shares of Company common stock).
Specifically, the transactions with the Company involved the  
following:                                                    

                  1.       Pursuant to its authority under the
applicable governing documents, the Performance Compensation  
    Subcommittee (the "Subcommittee") of the Board of Directors of the
         Company exercised its unilateral right of acceleration and directed the
       delivery to (i) Mr. Peltz of 1,017,071 shares of Class A Common Stock
and 2,034,132 shares of Class B Common Stock, together with   
    $1,727,678.37 in related cash dividends, that were being held in a
deferral trust                                                

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 7 of 17
---------------------------------------------         --------------------------

         established for his benefit in connection with the deferred delivery of
        shares of Class A Common Stock and Class B Common Stock related to the
     exercise by Mr. Peltz of certain stock options in 2003 and 2004 and
      (ii) Mr. May of 678,047 shares of Class A Common Stock and 1,356,088
        shares of Class B Common Stock, together with $1,151,785.50 in related
      cash dividends, that were being held in a deferral trust established
       for his benefit in connection with the deferred delivery of shares of
       Class A Common Stock and Class B Common Stock related to the exercise
         by Mr. May of certain stock options in 2003 and 2004. The assets in the
       deferral trusts were scheduled to be distributed to Messrs. Peltz and
        May on January 2, 2008. The Subcommittee exercised its authority under
         the applicable governing documents and withheld 433,626 shares of Class
       A Common Stock, 867,253 shares of Class B Common Stock and all of the
        cash from the distribution to Mr. Peltz, and 322,815 shares of Class A
     Common Stock, 645,630 shares of Class B Common Stock and all of the
         cash from the distribution to Mr. May, to satisfy the minimum statutory
withholding taxes.                                            

                        2.       The Subcommittee granted to (i) Mr. Peltz
  under the Company's 2002 Equity Participation Plan ("2002 Plan")
        options to purchase 433,626 shares of Class A Common Stock and 867,253
     shares of Class B Common Stock and (ii) Mr. May under the 2002 Plan
        options to purchase 322,815 shares of Class A Common Stock and 645,630
     shares of Class B Common Stock. These stock options, referred to as
        "Tranche 1 Options," are exercisable at a price per share equal to the
     closing prices per share of Class A Common Stock and Class B Common
Stock on December 29, 2005 ($16.78 and                        

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 8 of 17
---------------------------------------------         --------------------------

      $14.94 per share, respectively), are fully vested and exercisable at
grant, and expire on January 1, 2009.                         

                     3.       Mr. Peltz exercised certain previously
     granted and vested options held by him to acquire 580,411 shares of
        Class A Common Stock and 1,160,821 shares of Class B Common Stock, and
         Mr. May exercised certain previously granted and vested options held by
         him to acquire 69,188 shares of Class A Common Stock and 138,376 shares
     of Class B Common Stock. In connection with each such exercise, the
        Subcommittee exercised its authority under the applicable equity plans
      to (i) allow Messrs. Peltz and May to pay the exercise price for the
        options by tendering to the Company shares of Class A Common Stock and
      Class B Common Stock owned by them for more than six months prior to
         the exercise and (ii) withhold shares of Class A Common Stock and Class
       B Common Stock from the option exercises to satisfy minimum statutory
        withholding taxes. Pursuant to this authority, 409,984 shares of Class
         A Common Stock and 819,967 shares of Class B Common Stock were withheld
    from the shares to be delivered to Mr. Peltz, and 47,518 shares of
     Class A Common Stock and 95,036 shares of Class B Common Stock were
withheld from the shares to be delivered to Mr. May.          

                        4.       The Subcommittee granted additional stock
options to Messrs. Peltz and May on the exercise of (and in   
   consideration of) the options described in paragraph (3) above to
     make up for the fact that the use of shares of Company common stock
     owned by them to pay the option exercise price, and the withholding
of shares of Company common stock to satisfy required tax     
  withholding, put Messrs. Peltz and May at an unintended economic
 disadvantage relative to future price appreciation in shares of
       Company common stock. Specifically, it granted to (i) Mr. Peltz under
      the 2002 Plan options to purchase a total of 409,984 shares of Class
    A Common Stock and 819,967 shares of Class B Common Stock and (ii)
  Mr. May under the 2002 Plan options to purchase 47,518 shares of
       Class A Common Stock and 95,036 shares of Class B Common Stock. These
stock options, referred to as "Tranche 2                      

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                         Page 9 of 17
---------------------------------------------         --------------------------

         Options," were granted with exercise prices equal to the closing prices
        per share of Class A Common Stock and Class B Common Stock on December
        29, 2005 ($16.78 and $14.94 per share, respectively), are fully vested
      and exercisable at grant, and expire on the same dates and under the
same circumstances as the corresponding exercised options.    

                       5.       The Company entered into a new agreement
        with each of Messrs. Peltz and May that provides that if, as described
     in each of their employment agreements, compensation due either Mr.
      Peltz or Mr. May would be subject to the golden parachute excise tax
        under Section 280G of the Internal Revenue Code, Mr. Peltz would agree
         to forfeit up to $8,000,000 of compensation, and Mr. May would agree to
       forfeit up to $4,000,000 of compensation, if and solely to the extent
         any such forfeiture would eliminate the affected individual's liability
for the excise tax.                                           

                         On December 30, 2005, Mr. May made a bona fide gift
       of 37,800 shares of Class A Common Stock and 75,550 shares of Class B
    Common Stock to the Leni and Peter May Family Foundation (the "May
Family Foundation").                                          

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

             Part (a) through (c) of Item 5 is amended by deleting the
eleventh through twentieth paragraphs thereof and replacing them with the       
following:                                                                      

                       Mr. Peltz directly owns and has the sole power to
     dispose of and the shared power to vote 6,438,121 shares of Class A
       Common Stock, has the shared power to vote and, upon vesting thereof,
the sole power to dispose of                                  

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 10 of 17
---------------------------------------------         --------------------------

         149,155 restricted shares of Class A Common Stock and beneficially owns
    1,688,199 shares of Class A Common Stock issuable upon exercise of
 options that he may exercise within 60 days of the date of this
       Statement. Mr. May directly owns and has the sole power to dispose of
       and the shared power to vote 3,413,260 shares of Class A Common Stock
         and beneficially owns 1,076,145 shares of Class A Common Stock issuable
     upon exercise of options that he may exercise within 60 days of the
date of this Statement.                                       

                      The Peltz L.P. is the beneficial owner of 23,550
       shares of Class A Common Stock. The general partner of the Peltz L.P.
    is a limited liability company of which Claudia Peltz, Mr. Peltz's
       wife, is the sole member. In addition, Mr. Peltz's minor children are
        the beneficial owners of 200 shares of Class A Common Stock. Mr. Peltz
      may be deemed to beneficially own the shares of Class A Common Stock
     owned by the Peltz L.P. and his minor children. Mr. Peltz disclaims
beneficial ownership of such shares.                          

                          The May Family Foundation is the beneficial owner of
       37,800 shares of Class A Common Stock. Mr. and Mrs. May and their two
         adult children serve as the directors of the May Family Foundation. Mr.
    May may be deemed to beneficially own the shares of Class A Common
        Stock owned by the May Family Foundation. Mr. May disclaims beneficial
ownership of such shares.                                     

                          Pursuant to the Voting Agreement, Mr. Peltz may also
     be deemed to share voting power (but has no dispositive power) with
      respect to the 4,489,405 shares of Class A Common Stock beneficially
      owned by Mr. May (including options that may be exercised by Mr. May
within 60 days of the date of this                            

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 11 of 17
---------------------------------------------         --------------------------

      Statement, but excluding shares beneficially owned by the May Family
        Foundation), and Mr. May may also be deemed to share voting power (but
         has no dispositive power) with respect to the 8,275,475 shares of Class
      A Common Stock beneficially owned by Mr. Peltz (including restricted
         shares that may be voted by Mr. Peltz and options that may be exercised
by Mr. Peltz within 60 days of the date of this Statement, but
       excluding shares beneficially owned by the Peltz L.P. and Mr. Peltz's
       minor children). Accordingly, Mr. Peltz may be deemed to beneficially
        own such shares of Class A Common Stock beneficially owned by Mr. May,
      and Mr. May may be deemed to beneficially own such shares of Class A
Common Stock beneficially owned by Mr. Peltz.                 

                          As a result, Mr. Peltz may be deemed to beneficially
own an aggregate of 12,788,630 shares of Class A Common Stock 
     (including shares of Class A Common Stock beneficially owned by Mr.
   May, the Peltz L.P. and Mr. Peltz's minor children and restricted
    shares of Class A Common Stock that may be voted by Mr. Peltz, but
    excluding shares beneficially owned by the May Family Foundation),
       representing approximately 47.8% of the outstanding shares of Class A
         Common Stock. In addition, Mr. May may be deemed to beneficially own an
   aggregate of 12,802,680 shares of Class A Common Stock (including
     shares of Class A Common Stock beneficially owned by the May Family
        Foundation and Mr. Peltz and restricted shares of Class A Common Stock
         that may be voted by Mr. Peltz, but excluding shares beneficially owned
 by the Peltz L.P. and Mr. Peltz's minor children), representing
        approximately 47.9% of the outstanding shares of Class A Common Stock.

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 12 of 17
---------------------------------------------         --------------------------

                       Mr. Peltz directly owns and has the sole power to
     dispose of and the shared power to vote 7,867,622 shares of Class B
       Common Stock, has the shared power to vote and, upon vesting thereof,
   the sole power to dispose of 200,000 restricted shares of Class B
       Common Stock and beneficially owns 5,176,398 shares of Class B Common
        Stock issuable upon exercise of options that he may exercise within 60
       days of the date of this Statement. Mr. May directly owns and has the
        sole power to dispose of and the shared power to vote 3,816,605 shares
         of Class B Common Stock, has the shared power to vote and, upon vesting
    thereof, the sole power to dispose of 178,926 restricted shares of
        Class B Common Stock and beneficially owns 3,052,290 shares of Class B
     Common Stock issuable upon exercise of options that he may exercise
within 60 days of the date of this Statement.                 

                      The Peltz L.P. is the beneficial owner of 47,100
       shares of Class B Common Stock. The general partner of the Peltz L.P.
    is a limited liability company of which Claudia Peltz, Mr. Peltz's
       wife, is the sole member. In addition, Mr. Peltz's minor children are
        the beneficial owners of 400 shares of Class B Common Stock. Mr. Peltz
      may be deemed to beneficially own the shares of Class B Common Stock
     owned by the Peltz L.P. and his minor children. Mr. Peltz disclaims
beneficial ownership of such shares.                          

                         The Peltz Family Foundation is the beneficial owner
       of 153,250 shares of Class B Common Stock. Mr. and Mrs. Peltz, one of
       their adult children and an unrelated person serve as the trustees of
      the Peltz Family Foundation. Mr. Peltz may be deemed to beneficially
own the shares of Class B Common Stock                        

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 13 of 17
---------------------------------------------         --------------------------

      owned by the Peltz Family Foundation. Mr. Peltz disclaims beneficial
ownership of such shares.                                     

                          The May Family Foundation is the beneficial owner of
       75,550 shares of Class B Common Stock. Mr. and Mrs. May and their two
         adult children serve as the directors of the May Family Foundation. Mr.
    May may be deemed to beneficially own the shares of Class B Common
        Stock owned by the May Family Foundation. Mr. May disclaims beneficial
ownership of such shares.                                     

                          Pursuant to the Voting Agreement, Mr. Peltz may also
     be deemed to share voting power (but has no dispositive power) with
      respect to the 7,047,821 shares of Class B Common Stock beneficially
        owned by Mr. May (including restricted shares that may be voted by Mr.
        May and options that may be exercised by Mr. May within 60 days of the
        date of this Statement, but excluding shares beneficially owned by the
        May Family Foundation), and Mr. May may also be deemed to share voting
     power (but has no dispositive power) with respect to the 13,244,020
shares of Class B Common Stock beneficially owned by Mr. Peltz
         (including restricted shares that may be voted by Mr. Peltz and options
       that may be exercised by Mr. Peltz within 60 days of the date of this
       Statement, but excluding shares beneficially owned by the Peltz L.P.,
Mr. Peltz's minor children and the Peltz Family Foundation).  
         Accordingly, Mr. Peltz may be deemed to beneficially own such shares of
        Class B Common Stock beneficially owned by Mr. May, and Mr. May may be
         deemed to beneficially own such shares of Class B Common Stock owned by
Mr. Peltz.                                                    

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 14 of 17
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                          As a result, Mr. Peltz may be deemed to beneficially
own an aggregate of 20,492,591 shares of Class B Common Stock 
     (including shares of Class B Common Stock beneficially owned by Mr.
      May, the Peltz L.P., Mr. Peltz's minor children and the Peltz Family
      Foundation and restricted shares of Class B common Stock that may be
         voted by Messrs. Peltz and May, but excluding shares beneficially owned
        by the May Family Foundation), representing approximately 33.8% of the
         outstanding shares of Class B Common Stock. In addition, Mr. May may be
         deemed to beneficially own an aggregate of 20,367,391 shares of Class B
     Common Stock (including shares of Class B Common Stock beneficially
        owned by the May Family Foundation and Mr. Peltz and restricted shares
         of Class B Common Stock that may be voted by Messrs. Peltz and May, but
    excluding shares beneficially owned by the Peltz L.P., Mr. Peltz's
minor children and the Peltz Family Foundation), representing 
        approximately 33.6% of the outstanding shares of Class B Common Stock.

                           Accordingly, as a result of the Voting Agreement, Mr.
    Peltz may be deemed to beneficially own approximately 45.2% of the
    combined voting power in the Company, and Mr. May may be deemed to
      beneficially own approximately 45.2% of the combined voting power in
the Company.                                                  

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Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 15 of 17
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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:  January 6, 2006                                                         

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

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

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---------------------------------------------         --------------------------
Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 16 of 17
---------------------------------------------         --------------------------

 EXHIBIT INDEX
 -------------

EXHIBIT                            DESCRIPTION                PAGE NO.          
-------                            -----------                --------          

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

  2     Exchange Agreement dated as of October 12, 1992    Filed with Original
between the Company and Security Management.       Statement  

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

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

5     Joint Filing Agreement of the Purchaser, Peltz     Filed with       
     and May.                                           Amendment No. 14

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

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

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

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

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

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

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

13     Custodial Loan Documents.                          Filed with        
                                                       Amendment No. 5

14     Agreement, dated May 2, 1994 among Nelson Peltz,   Filed with        
    Peter W. May and Leon Kalvaria.                    Amendment No. 6

15     Amended and Restated Pledge and Security           Filed with        
    Agreement, dated as of July 25, 1994 between the   Amendment No. 6
Purchaser and Citibank.                                       

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---------------------------------------------         --------------------------
Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                        Page 17 of 17
---------------------------------------------         --------------------------

16     Amendment No. 1 dated as of November 15, 1992 to   Filed with        
    Agreement of Limited Partnership of the            Amendment No. 7
Purchaser.                                                    

17     Amendment No. 2 dated as of March 1, 1993 to       Filed with        
    Agreement of Limited Partnership of the            Amendment No. 7
Purchaser.                                                    

18     Amendment No. 4 dated a January 1, 1995 to         Filed with        
    Agreement of Limited Partnership of the            Amendment No. 7
Purchaser.                                                    

19     Amendment No. 5 dated as of January 1, 1996 to     Filed with        
    Agreement of Limited Partnership of the            Amendment No. 7
Purchaser.                                                    

20     BOA Loan documents (Exhibits and Schedules         Filed with        
    omitted).                                          Amendment No. 7

21     Letter, dated October 12, 1998, from Messrs.       Filed with        
    Nelson Peltz and Peter W. May to the Company.      Amendment No. 8

22     Press release, issued by the Company, dated        Filed with        
    October 12, 1998.                                  Amendment No. 8

23     Letter, dated October 12, 1998, from the Company   Filed with        
    to Messrs. Nelson Peltz and Peter W. May.          Amendment No. 8

24     Press release issued by the Company, dated March   Filed with        
    10, 1999.                                          Amendment No. 9

25     Amended and Restated Agreement of Limited          Filed with        
     Partnership of the Purchaser, amended and          Amendment No. 11
restated as of November 11, 2002.                             

26     Pledge Agreement dated April 2, 2001, made by      Filed with        
     Peltz Family Limited Partnership, in favor of      Amendment No. 13
Bank of America, N.A.                                         

27     Pledge and Security Agreement dated April 2,       Filed with        
     2003, made by Peter W. May, in favor of Bank of    Amendment No. 13
America, N.A. (Schedule II omitted).                          

28     Voting Agreement, dated June 26, 2004, by and      Filed with        
     among Messrs. Nelson Peltz, Peter W. May and       Amendment No. 18
Gregory H. Sachs.                                             

29     Voting Agreement dated July 23, 2004, between      Filed with        
     Messrs. Nelson Peltz and Peter W. May.             Amendment No. 19

30     Pledge and Security Agreement dated July 23,       Filed with        
     2004, made by Nelson Peltz, in favor of Bank of    Amendment No. 19
America, N.A.                                                 

31     Amendment No. 1 to Pledge and Security Agreement   Filed with        
     dated July 23, 2004, made by Peter W. May, in      Amendment No. 19
favor of Bank of America, N.A.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	1/1/09	8
	1/2/08	7		4
Filed on:	1/6/06	15		4
	1/5/06	6		8-K
	12/30/05	9
	12/29/05	1	9	4, 4/A
	12/6/05	5	6	4
	10/31/05	2	3
	10/2/05	2	3	10-Q
	8/9/05	5		4
	5/23/05	4		4, SC 13D/A
	7/23/04	4	17	4, SC 13D/A
	6/29/04	4		4, SC 13D/A
	6/26/04	17		8-K
	4/20/04	4		4
	1/15/04	4		4, 4/A
	12/4/03	4		S-3, SC 13D/A
	9/24/03	4		8-K, SC 13D/A
	7/1/03	4		SC 13D/A
	4/25/03	4		4, SC 13D/A
	11/12/02	4		10-Q, 8-K, SC 13D/A
	11/11/02	17
	4/2/01	17		10-K, 10-Q/A
	5/4/99	4		SC 13D/A
	3/12/99	4		424B3, SC 13D/A, SC 13E4
	10/13/98	4		8-K
	10/12/98	17		8-K
	2/14/96	4		SC 13D/A
	1/1/96	17
	1/1/95	17
	7/25/94	16
	5/2/94	16
	4/14/93	16
	3/1/93	17
	1/25/93	16
	11/15/92	17
	10/13/92	4
	10/12/92	16
	10/1/92	16
	9/25/92	16
				List all Filings

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Filing Submission 0000950142-06-000049 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Peltz Nelson, et al. – ‘SC 13D/A’ on 1/6/06 re: Wendy's Co

On: Friday, 1/6/06, at 5:22pm ET · Accession #: 950142-6-49 · File #: 5-30388

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

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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