SEC Info - Peltz Nelson, et al. - ‘SC 13D/A’ on 12/26/06 re: Wendy's Co

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Peltz Nelson, et al. – ‘SC 13D/A’ on 12/26/06 re: Wendy's Co

On: Tuesday, 12/26/06, at 5:05pm ET · Accession #: 950142-6-2406 · File #: 5-30388

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

12/26/06  Peltz Nelson                      SC 13D/A               1:29K  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. 23                                      11     54K

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
4	Item 3. Source and Amount of Funds or Other Consideration
5	Item 5. Interest in Securities of the Issuer

SC 13D/A 1st Page of 11 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. 23)*

 _______________________

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 15, 2006
(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).                                                                         

================================================================================

SC 13D/A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
---------------------------------------------         --------------------------
Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                       Page 2 of 14  
---------------------------------------------         --------------------------

--------------------------------------------------------------------------------
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                                                              
BY EACH                 10,608,515(Class A Common Stock)              
REPORTING                13,992,216 (Class B Common Stock)              
 PERSON      -----------------------------------------------------------
WITH           9      SOLE DISPOSITIVE POWER  (See Item 5)          

        6,880,680 (Class A Common Stock)
        8,879,308 (Class B Common Stock)
                     -----------------------------------------------------------
       10     SHARED DISPOSITIVE POWER  (See Item 5)

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
(See Item 5)                                                  

10,608,515(Class A Common Stock)                              
13,992,216 (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)                     

38.0% (Class A Common Stock)*                                 
22.9% (Class B Common Stock)*                                 
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

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

----------------------                                                          
*    These percentages are calculated based on 27,913,475 shares of Class A     
   Common Stock and 61,002,156 shares of Class B Common Stock outstanding as
    of October 31, 2006, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 1, 2006.                  

SC 13D/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
---------------------------------------------         --------------------------
Class A Common Stock: CUSIP NO. 895927 10 1                                     
Class B Common Stock: CUSIP NO. 895927 30 9                       Page 3 of 14  
---------------------------------------------         --------------------------

--------------------------------------------------------------------------------
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                                                              
BY EACH                10,712,565 (Class A Common Stock)              
REPORTING               13,753,371 (Class B Common Stock)               
  PERSON       -----------------------------------------------------------
WITH           9      SOLE DISPOSITIVE POWER  (See Item 5)          

        3,604,648 (Class A Common Stock)
        4,545,896 (Class B Common Stock)
                     -----------------------------------------------------------
       10     SHARED DISPOSITIVE POWER  (See Item 5)

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
(See Item 5)                                                  

10,712,565 (Class A Common Stock)                             
13,753,371 (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)                     

38.4% (Class A Common Stock)*                                 
22.5% (Class B Common Stock)*                                 
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

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

----------------------                                                          
*    These percentages are calculated based on 27,913,475 shares of Class A     
   Common Stock and 61,002,156 shares of Class B Common Stock outstanding as
    of October 31, 2006, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 1, 2006.                  

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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 14  
---------------------------------------------         --------------------------

AMENDMENT NO. 23 TO SCHEDULE 13D

         This  Amendment  No. 23 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,  as amended by  Amendment  No. 20 dated May 23,  2005,  as
amended by  Amendment  No. 21 dated  January 6, 2006 and as amended by Amendment
No. 22 dated February 23, 2006 (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, 20,
21 and 22, all  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 March 14, 2006,  49,718  restricted shares of Class A
         Common Stock and 66,667  restricted shares of Class B Common Stock held
         by Mr. Peltz vested in accordance  with their terms.  Mr. Peltz elected
         to deliver  15,944  shares of Class A Common Stock and 27,542 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
         March 14, 2006, to satisfy tax  withholding  obligations  in connection
with such vesting.                                            

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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 14  
---------------------------------------------         --------------------------

                        On March 14, 2006,  59,642  restricted shares of Class B
         Common Stock held by Mr. May vested in accordance with their terms. Mr.
         May  elected to deliver  21,578  shares of Class B Common  Stock,  at a
         price per share equal to the closing price of such Class B Common Stock
         on March 14, 2006, to satisfy tax withholding obligations in connection
with such vesting.                                            

                        On November 10,  2006,  Mr. May made a bona fide gift of
     45,000 shares of Class A Common Stock to the May Family Foundation.

                        On November 13, 2006, Mr. Peltz made a bona fide gift of
        125,000 shares of Class B Common Stock to the Peltz Family Foundation.

                        On November 15,  2006,  Mr. May made a bona fide gift of
     45,000 shares of Class A Common Stock to the May Family Foundation.

                        On December 15, 2006, Mr. Peltz  exercised stock options
         with respect to 1,688,199  shares of Class A Common Stock and 5,176,398
         shares of Class B Common Stock. Mr. Peltz elected to have withheld from
         the shares issued upon exercise of such stock options  1,279,414 shares
         of Class A Common Stock and  4,078,837  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 15, 2006, to
         pay the  exercise  price and satisfy  tax  withholding  obligations  in
connection with such stock option exercise.                   

                        On December 15, 2006,  Mr. May  exercised  stock options
         with respect to 1,076,145  shares of Class A Common Stock and 3,052,290
         shares of Class B Common  Stock.  Mr. May elected to have withheld from
         the shares issued upon exercise of such stock options 794,757 shares of
         Class A Common Stock and 2,361,063 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 15, 2006, to pay
         the  exercise  price  and  satisfy  tax   withholding   obligations  in
connection with such stock option exercise.                   

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

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

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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 14  
---------------------------------------------         --------------------------

                        Mr.  Peltz  directly  owns  and has the  sole  power  to
         dispose of and the  shared  power to vote  6,880,680  shares of Class A
         Common Stock,  has the shared power to vote and, upon vesting  thereof,
         the sole power to dispose of 99,437 restricted shares of Class A Common
         Stock  and  beneficially  owns  zero  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  3,604,648  shares of
         Class A Common  Stock  and  beneficially  owns  zero  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
         127,800 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 3,604,648  shares of the 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  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 6,980,117  shares of the 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.                                                 

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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 14  
---------------------------------------------         --------------------------

                        As a result, Mr. Peltz may be deemed to beneficially own
         an aggregate of  10,608,515  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  38.0% of the outstanding shares of Class A Common Stock.
         In addition,  Mr. May may be deemed to beneficially own an aggregate of
         10,712,565  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  38.4% of
the outstanding shares of Class A Common Stock.               

                        Mr.  Peltz  directly  owns  and has the  sole  power  to
         dispose of and the  shared  power to vote  8,879,308  shares of Class B
         Common Stock,  has the shared power to vote and, upon vesting  thereof,
         the sole  power to  dispose  of  133,333  restricted  shares of Class B
         Common Stock and beneficially  owns zero 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  4,545,896  shares of
         Class B Common  Stock,  has the shared power to vote and,  upon vesting
         thereof,  the sole power to dispose  of  119,284  restricted  shares of
         Class B Common  Stock  and  beneficially  owns  zero  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
         266,895  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  owned  by the  Peltz  Family
      Foundation. Mr. Peltz disclaims beneficial ownership of such shares.

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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 14  
---------------------------------------------         --------------------------

                        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 4,665,180  shares of the 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 9,012,641  shares
         of the 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.                                                        

                        As a result, Mr. Peltz may be deemed to beneficially own
         an aggregate of  13,992,216  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 22.9% of the outstanding
         shares of Class B Common Stock.  In addition,  Mr. May may be deemed to
         beneficially  own an aggregate of  13,753,371  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 22.5% 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  35.3% of the
         combined  voting  power in the  Company,  and Mr.  May may be deemed to
         beneficially  own  approximately  35.5% 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 8 of 14  
---------------------------------------------         --------------------------

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:  December 26, 2006                                                       

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

             /s/ Peter 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 9 of 9 
---------------------------------------------         --------------------------

 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 10 of 10   
---------------------------------------------         --------------------------

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, as amended (Exhibits and       Filed with        
     Schedules omitted).                                Amendment No. 22

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       Amendment No. 22
of America, N.A., as amended (Schedule I                      
omitted).                                                     

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

Filed on:	12/26/06	9		4
	12/15/06	1	5	4, 8-K
	11/15/06	5		13F-HR, 4, 8-K
	11/13/06	5		10-Q, 4, 8-K
	11/10/06	5		4
	10/31/06	2	3
	10/1/06	2	3	10-Q
	3/14/06	4	5	4
	2/23/06	4		SC 13D/A
	1/6/06	4		4, SC 13D/A
	5/23/05	4		4, SC 13D/A
	7/23/04	4	11	4, SC 13D/A
	6/29/04	4		4, SC 13D/A
	6/26/04	11		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	11
	4/2/01	11		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	11		8-K
	2/14/96	4		SC 13D/A
	1/1/96	11
	1/1/95	11
	7/25/94	10
	5/2/94	10
	4/14/93	10
	3/1/93	11
	1/25/93	10
	11/15/92	11
	10/13/92	4
	10/12/92	10
	10/1/92	10
	9/25/92	10
				List all Filings

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Filing Submission 0000950142-06-002406 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Peltz Nelson, et al. – ‘SC 13D/A’ on 12/26/06 re: Wendy's Co

On: Tuesday, 12/26/06, at 5:05pm ET · Accession #: 950142-6-2406 · File #: 5-30388

Previous ‘SC 13D’: ‘SC 13D/A’ on 2/23/06 · Next: ‘SC 13D/A’ on 4/30/08 · Latest: ‘SC 13D/A’ on 12/2/11

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