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Prospectus   —   Rule 424(b)(2)
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 1: 424B2       Prospectus                                            32    183K 

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                                              Filed Pursuant to Rule 424(b)(2)
                                                   Registration No. 333-127818

PROSPECTUS                                                                      

TRIARC COMPANIES, INC.

9,205,601 shares of Class B Common Stock, Series 1

       This prospectus relates to up to 9,205,601 shares of our Class B common
stock,  Series 1, that may be offered for sale from time to time by the selling 
stockholders  named in this  prospectus.  We issued these shares to the selling 
stockholders  on July  25,  2005 in  connection  with  our  acquisition  of RTM 
Restaurant Group.                                                               

       The  shares  of Class B common  stock,  Series  1, may be sold at fixed
prices,  prevailing  market prices at the times of sale,  prices related to the 
prevailing  market prices,  varying  prices  determined at the times of sale or 
negotiated  prices.  The shares of Class B common  stock,  Series 1, offered by 
this  prospectus  and any  prospectus  supplement may be offered by the selling 
stockholders  directly to investors or to or through  underwriters,  dealers or 
other  agents.  We will not  receive any of the  proceeds  from the sale of the 
shares of Class B common stock, Series 1, sold by the selling stockholders.  We 
will bear all expenses of this offering of the Class B common stock,  Series 1, 
other than the following expenses: all selling expenses (including underwriting 
discounts and commissions and transfer taxes) of the selling stockholders,  all 
fees and  expenses of the selling  stockholders'  counsel,  any stock  transfer 
taxes  in  connection  with  any  underwritten  offering  and all  registration 
expenses to the extent required by applicable law.                              

       Our  Class B common  stock,  Series  1,  trades  on the New York  Stock
Exchange under the symbol "TRY.B." On December 20, 2006, the last reported sale 
price of our Class B common stock, Series 1, was $19.60.                        

_________________________ 

       INVESTING IN THE SECURITIES OFFERED BY THIS PROSPECTUS  INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS.                      

       NEITHER  THE  SECURITIES  AND  EXCHANGE   COMMISSION,   NOR  ANY  STATE
SECURITIES  COMMISSION,  HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES  OR 
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE.                                             

_________________________ 

The date of this prospectus is December 21, 2006. 

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TABLE OF CONTENTS 

Where You Can Find More Information.........................................2   
Incorporation of Documents by Reference.....................................3   
Triarc Companies, Inc.......................................................4   
The RTM Acquisition.........................................................6   
Potential Corporate Restructuring...........................................8   
Risk Factors................................................................9   
Forward-Looking Statements.................................................25   
Use of Proceeds............................................................27   
Selling Stockholders.......................................................28   
Plan of Distribution.......................................................30   
Legal Matters..............................................................32   
Experts....................................................................32   

WHERE YOU CAN FIND MORE INFORMATION 

       We have filed a Registration  Statement on Form S-3 with the Securities
and Exchange  Commission  (the "SEC")  regarding the offering of the securities 
offered  by  this  prospectus.  This  prospectus,   which  forms  part  of  the 
registration statement, does not contain all of the information included in the 
registration  statement.  For further  information  about us and the securities 
offered by this prospectus, you should refer to the registration statement, its 
exhibits and the documents incorporated by reference.                           

       We file annual,  quarterly and current  reports,  proxy  statements and
other  information  with the SEC. You may read and copy  materials that we have 
filed with the SEC at the SEC public  reference  room  located at 100 F Street, 
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further 
information on the public  reference  room. Our SEC filings can also be read at 
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our SEC 
filings  are also  available  to the  public on the SEC's  Internet  website at 
http://www.sec.gov.                                                             

       Our Class A common stock is listed on the New York Stock Exchange under
the symbol "TRY" and our Class B common  stock,  Series 1, is listed on the New 
York Stock Exchange under the symbol "TRY.B."                                   

       We incorporate by reference into this  prospectus the documents  listed
below and any future filings we make with the SEC under Sections 13(a),  13(c), 
14 or 15(d) of the Securities  Exchange Act of 1934, as amended,  including any 
filings after the date of this prospectus, until all of the securities to which 
this prospectus relates are sold or the offering is otherwise terminated, other 
than any portions of any such  documents  that are not deemed "filed" under the 
Exchange Act in accordance  with the Exchange Act and  applicable SEC rules and 
regulations.  The information incorporated by reference is an important part of 
this  prospectus.  Any statement in a document  incorporated  by reference into 
this  prospectus  will be deemed to be modified or  superseded  to the extent a 
statement  contained in (1) this prospectus or (2) any other subsequently filed 
document that is  incorporated  by reference into this  prospectus  modifies or 
supersedes such statement.                                                      

                                                                             2

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INCORPORATION OF DOCUMENTS BY REFERENCE 

       We are  incorporating  by reference into this  prospectus the following
documents filed by us with the SEC:                                             

       o     Annual  Report on Form 10-K for the fiscal year ended  January 1,
2006, filed on April 3, 2006;                       

       o     Quarterly Reports on Form 10-Q for the fiscal quarter ended April
             2, 2006,  filed on May 12, 2006, the fiscal quarter ended July 2,
             2006,  filed on August 11,  2006,  and the fiscal  quarter  ended
October 1, 2006, filed on November 13, 2006;        

       o     Current  Reports on Form 8-K,  filed on January 5, 2006,  January
             27,  2006  (with  respect  to Item  8.01  and the  exhibit  filed
             pursuant  thereto  only),  February  3, 2006,  February  6, 2006,
             February 9, 2006,  February  13, 2006,  March 20, 2006,  April 5,
             2006,  April 17, 2006, May 2, 2006,  May 11, 2006,  June 7, 2006,
             August 11, 2006 (with  respect to Item 8.01 and the exhibit filed
             pursuant thereto only),  September 20, 2006 and October 19, 2006,
             October 25, 2006,  November  13, 2006 (with  respect to Item 8.01
             and the exhibit filed pursuant thereto only),  November 15, 2006,
November 16, 2006, and December 15, 2006;           

       o     the description of the Class B common stock,  Series 1, contained
             in the  Registration  Statement  on Form 8-A,  filed  pursuant to
             Section  12 of the  Exchange  Act on  August  11,  2003,  and any
             amendment  or  report  filed for the  purpose  of  updating  such
description; and                                    

       o     all other documents filed pursuant to Section 13(a), 13(c), 14 or
             15(d) of the Exchange Act after the date of this  prospectus  and
             prior to the  termination  of the  offering  other  than any such
             documents or portions  thereof that are not deemed  "filed" under
             the  Exchange  Act  in  accordance  with  the  Exchange  Act  and
applicable SEC rules and regulations.               

       You should rely only on the  information  contained in this document or
that  information to which we have referred you. We have not authorized  anyone 
to provide you with any additional information.                                 

       The  documents  incorporated  by  reference  into this  prospectus  are
available  from us upon  request.  We will provide a copy of any and all of the 
information that is incorporated by reference in this prospectus to any person, 
without charge,  upon written or oral request.  Requests for such copies should 
be directed to the following:                                                   

Triarc Companies, Inc.
280 Park Avenue 
New York, New York 10017
Attention: Investor Relations 
Telephone: (212) 451-3000 

       EXCEPT AS EXPRESSLY  PROVIDED  ABOVE, NO OTHER  INFORMATION,  INCLUDING
INFORMATION ON OUR WEBSITE, IS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.  

                                                                             3

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TRIARC COMPANIES, INC.

       We are a holding company and, through our subsidiaries,  the franchisor
of the Arby's(R)  restaurant system,  which is comprised of approximately 3,500 
restaurants.  Of these restaurants,  as of October 1, 2006, more than 1,000 are 
owned and operated by our subsidiaries.  We also own an approximate 64% capital 
interest,  a  profits  interest  of at least 52% and  approximately  94% of the 
voting interests in Deerfield & Company LLC ("Deerfield"),  which,  through its 
wholly-owned   subsidiary  Deerfield  Capital  Management  LLC  ("DCM"),  is  a 
Chicago-based  asset  manager  offering  a diverse  range of fixed  income  and 
credit-related  strategies to institutional  investors with approximately $14.1 
billion  under  management  as of October 1, 2006.  We also own an  approximate 
11.6%  capital  interest in Jurlique  International  Pty Ltd, a privately  held 
Australian skin and health care products company.  As of September 29, 2006, we 
effectively  redeemed our  investment  in  Deerfield  Opportunities  Fund,  LLC 
("DOF"),  which was managed by DCM. We intend to withdraw our entire investment 
in DM Fund,  LLC,  which is managed by DCM, by December 29, 2006. The following 
chart is a summary of our organizational structure as of November 1, 2006:      

                                                        [Enlarge/Download Table]

                                                         ----------------------                                         
                                                                                         -------------------------------
                                                         TRIARC COMPANIES, INC.          All ownership common equity and
                                                                                         100% unless otherwise noted    
                                                         ----------------------          -------------------------------
                                                                                                                        
                                                                  |                                                     
                                                                  |                                                     
                               ---------------------------------------------------------------------------              
                               |                |               |                       |                 |             
                     63.6% Capital Interest   69.8%           11.6%                     |            (direct and        
                          (indirect)        (indirect)     (indirect)                   |             (indirect)        
                               |                |               |                       |                 |             
                     -------------------  ------------  ----------------------  -----------------   ------------        
                     Deerfield & Company  DM Fund, LLC  Jurlique International  Arby's Restaurant   Other Triarc        
                             LLC                               Pty, Ltd         Holdings, LLC       Subsidiaries        
                     -------------------  ------------  ----------------------  -----------------   ------------        
                               |                                                        |                               
                     -------------------                                        -----------------                       
                     Deerfied Capital                                           Triarc Restaurant                       
                     Management LLC                                               Holdings, LLC                         
                     -------------------                                        -----------------                       
                                                                                        |                               
                                                               ----------------------------------                       
                                                               |                                 |                      
                                                       -----------------                   ------------                 
                                                       Arby's Restaurant                   Arby's, Inc.                 
                                                          Group, Inc.                                                   
                                                       -----------------                   ------------                 
                                                               |                                 |                      
                                                               |                           -------------                
                                                               |                           Arby's Merger                
                                                               |                              Co., Inc.                 
                                                               |                           -------------                
                                                               |                                                        
       ----------------------------------------------------------------------------------------------------             
       |                  |                   |                |                |            |             |            
----------------   ----------------- ---------------  -----------------  -----------  -----------  ------------         
                   Arby's Support                                                                                       
  ARG Services,    Center LLC        RTM Acquisition  Arby's Restaurant  Sybra, Inc.  Arby's, LLC   Arby's IP           
     Inc.          (f/k/a RTMMC       Company, L.L.C.        LLC                                    Holder Trust        
                   Acquisition, LLC)                                                                                    
----------------   ----------------- ---------------  -----------------  -----------  -----------  ------------         
                                                               |                             |                          
                                                     (direct and indirect)                   |                          
                                                               |                             |                          
                                                       ------------------            -----------------                  
                                                       Arby's Restaurant,            Arby's of Canada,                  
                                                       LLC Subsidiaries                   Inc.                          
                                                       ------------------            -----------------                  

       For the fiscal  year ended  January 1, 2006 and the nine  months  ended
October 1, 2006, our consolidated net loss was approximately  $55.6 million and 
$9.3 million (unaudited), respectively.                                         

       For the fiscal  year ended  January 1,  2006,  our  restaurant  segment
accounted for approximately  89.0%, and our asset management  segment accounted 
for  approximately  11.0%, of our consolidated  operating profit before general 
corporate operating losses or costs. For the nine months ended October 1, 2006, 
our  restaurant  segment  accounted  for  approximately  94.0%,  and our  asset 
management   segment  accounted  for  approximately   6.0%,  of  our  unaudited 
consolidated  operating  profit before general  corporate  operating  losses or 
costs.                                                                          

                                                                             4

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       Our  corporate  predecessor  was  incorporated  in  Ohio  in  1929.  We
reincorporated  in Delaware in June 1994. Our principal  executive  offices are 
located at 280 Park Avenue,  New York, New York 10017 and our telephone  number 
is  (212)  451-3000.  Our  website  address  is:  www.triarc.com.   Information 
contained on our website is not part of this prospectus.                        

                                                                             5

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THE RTM ACQUISITION 

       On July 25, 2005, we completed  our  acquisition  of RTM.  Prior to the
acquisition,  RTM  was  the  largest  Arby's(R)  franchisee,  with  775  Arby's 
restaurants in 22 states.  As a result of the RTM  acquisition,  the 775 Arby's 
restaurants previously franchised by RTM are now owned and operated by us.      

       As total consideration in the RTM acquisition,  we paid $175 million in
cash (which is subject to post closing adjustment),  we issued 9,684,316 shares 
of our  Class B common  stock,  Series  1, and we issued  options  to  purchase 
774,066 shares of our Class B common stock,  Series 1 (with a weighted  average 
exercise  price of $8.92  per  share)  in  replacement  of  existing  RTM stock 
options.  The  combined  value of the  shares  and  options  that we  issued in 
connection with the RTM acquisition was approximately $150 million,  based on a 
closing  price of $15.00 per share on July 25, 2005 and the two days prior.  In 
connection with the RTM acquisition, Arby's Restaurant Group, Inc. ("ARG"), our 
wholly owned subsidiary,  also assumed  approximately $300 million of RTM debt, 
including  approximately  $175 million of RTM  capitalized  lease and financing 
obligations. We provided $135 million in cash to fund the RTM acquisition,  and 
ARG  provided  the  remaining  cash  needed to  complete  the RTM  acquisition, 
including transaction costs.                                                    

       The RTM acquisition was effected as follows:  Arby's  Acquisition  Co.,
our direct wholly owned subsidiary,  merged with and into RTM Restaurant Group, 
Inc., with RTM Restaurant Group as the surviving corporation. Concurrently with 
this first merger, we purchased all of the outstanding  membership interests in 
RTM Acquisition Company,  L.L.C. and RTMMC Acquisition,  LLC, our direct wholly 
owned subsidiary, acquired all of the assets of RTM Management Company, L.L.C., 
other than specified excluded assets, and assumed all of the liabilities of RTM 
Management  Company,  other than specified  excluded  liabilities.  Immediately 
following  the first  merger,  RTM  Restaurant  Group was merged  with and into 
Arby's  Restaurant,  LLC,  our direct  wholly  owned  subsidiary,  with  Arby's 
Restaurant as the surviving entity. The following is a graphic depiction of the 
RTM acquisition and the resulting structure:                                    

RTM AQUISITION  
--------------  
                                                             -------
                                                             Members
                                                             -------
----------------------                                                |         
                                                             |
Triarc Companies, Inc.  <---------------------------------------------|         
              \         Membership                           |
----------------------- \       Interest Sale                  ---------------  
|                \     \                                     RTM Acquisition
|                 \     \                                    Company, L.L.C.
|                  \     \                                   ---------------
|                   \     \                                                 
|        ---------------  --------------              --------------        
|            Arby's          Arby's      ---------->  RTM Restaurant        
|        Restaurant, LLC  Acqusition Co.    First      Group, Inc.          
|        ---------------  --------------    Merger    --------------        
|                ^                                            |             
|                |                                            |             
|                ---------------------------------------------              
|                                Second Merger                              
|                                                                           
|                                                                           
---------------            ---------------                                      
RTMMC      <--------  RTM Management                                  
Acqusition, LLC   Asset    Company, L.L.C.                                      
---------------   Sale     ---------------                                      

Structure Immediately     
Following the RTM Acquisition     
-----------------------------     

-----------------------------------   
Triarc Companies, Inc.  
-----------------------------------   
/              |             \    
/               |              \    
/                |               \    
/                 |                \    
----------------------   ----------------------  -------------------------------
Arby's Restaurant, LLC   RTMMC Acquisition, LLC  RTM Acquisition Company, L.L.C.
----------------------   ----------------------  -------------------------------

                                                                             6

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       Immediately  following  the  completion  of  the  RTM  acquisition,  we
contributed all of the membership interests in RTM Acquisition  Company,  RTMMC 
Acquisition  and  Arby's  Restaurant  through  each  succeeding  level  of  our 
subsidiaries to ARG.                                                            

       The organizational chart included on page 4 reflects our organizational
structure as of October 2, 2006, which includes the contributions that followed 
the completion of the RTM acquisition described above.                          

       In connection with the RTM  acquisition,  ARG refinanced  substantially
all of its and RTM's  existing  indebtedness.  This  refinancing  included  the 
repayment  of   approximately   $212  million  of  RTM  third-party   debt  and 
approximately $71 million of ARG third-party debt, as well as the defeasance of 
the Arby's Franchise Trust,  7.44% insured  non-recourse  securitization  notes 
(total principal amount of $198 million at July 25, 2005),  which were redeemed 
in full on August 22, 2005,  and the payment of related  prepayment  penalties. 
The  refinancing  also included the repayment of  approximately  $22 million of 
indebtedness (including prepayment fees) of certain entities related to RTM and 
the selling  stockholders  that Triarc did not acquire in the  transaction.  We 
refer to those related  entities that Triarc did not acquire in the transaction 
as the "Non-Acquired Entities". RTM had guaranteed the debt of the Non-Acquired 
Entities that was repaid in connection with the RTM acquisition. ARG funded its 
portion of the cash consideration paid in the RTM acquisition,  the transaction 
costs and the  refinancing  with the proceeds  from a new $720  million  credit 
facility  (consisting  of a $620 million senior term loan B facility and a $100 
million senior revolving credit  facility,  with a $30 million  subfacility for 
letters of credit).                                                             

       At the  time the RTM  acquisition  was  completed,  we  entered  into a
registration rights agreement with the selling  stockholders.  The registration 
rights  agreement  requires  us to  register  for sale from time to time by the 
selling  stockholders all of the shares of our Class B common stock,  Series 1, 
that we issued in connection  with the RTM  acquisition.  The shares covered by 
this prospectus are being registered in accordance with the registration rights 
agreement.  Under the registration rights agreement, we have agreed to keep the 
shelf  registration  statement  effective until the earlier of the date that is 
(i) two years after the date on which the shelf registration  statement becomes 
effective,  as may be extended  under certain  circumstances  and (ii) the date 
that all shares received by the selling  stockholders  from the RTM acquisition 
have been sold  under the shelf  registration  statement  or under  Rule 144 or 
Regulation  S of the  Securities  Act. We have agreed to  indemnify  in certain 
circumstances the selling stockholders  against certain liabilities,  including 
liabilities  under the Securities Act. The selling  stockholders have agreed to 
indemnify us in certain  circumstances  against certain liabilities,  including 
liabilities under the Securities Act.                                           

       We and ARG also  entered  into an escrow  agreement at the time the RTM
acquisition was completed.  Pursuant to the escrow agreement,  1,203,372 of the 
shares of our Class B common stock,  Series 1, that were issued, and $2 million 
of the cash that was paid, in connection with the RTM acquisition was deposited 
with an escrow agent as security for the post-closing adjustment based upon the 
combined RTM net liabilities and for indemnification  obligations of the former 
shareholders  of  RTM  Restaurant  Group,  Inc.,  the  former  members  of  RTM 
Acquisition Company,  L.L.C., RTM Management Company, L.L.C. and the members of 
RTM Management Company,  L.L.C. under the definitive  agreements related to the 
RTM  acquisition.  The  indemnification  obligations  relate in part to certain 
lease  obligations of certain of the Non-Acquired  Entities that are guaranteed 
by RTM.  Portions  of the escrow are  subject  to release on the  18-month  and 
24-month anniversaries of the completion of the RTM acquisition, and the escrow 
will be terminated  on the 30-month  anniversary  of the  completion of the RTM 
acquisition  or, if there are any  claims  pending  against  the  escrow on the 
30-month anniversary, upon final resolution of those pending claims.            

       In addition, at the time the RTM acquisition was completed,  Michael I.
Lippert,  a  selling  stockholder,  entered  into a  promissory  note  with ARG 
pursuant to which Mr. Lippert  promised to pay the principal amount of $519,128 
plus  interest at an annual rate equal to the base rate  announced by Citibank, 
N.A. from time to time plus 2%. The promissory note was repaid, in full, by Mr. 
Lippert on June 12, 2006.                                                       

       At the time the RTM  acquisition  was  completed,  ARG  entered  into a
short-term lease  arrangement with RTM Management  Company,  L.L.C.,  an entity 
that is owned by certain selling  stockholders,  whereby ARG used substantially 
all of RTM's then  headquarters  as its  headquarters,  and  assumed  the lease 
between RTM Management Company,  L.L.C. and RTM Georgia,  Inc., a subsidiary of 
RTM, for its southeast regional headquarters.  The lease for RTM's headquarters 
expired on February 28, 2006. The lease for the southeast regional headquarters 

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expired  on April 30,  2006.  Under the  lease  for the RTM  headquarters,  the 
monthly rent was approximately  $43,557 in addition to a proportionate share of 
the real estate  taxes and  operating  costs.  Under the assumed  lease for the 
southeast  regional  headquarters  of RTM, the monthly rent was $10,550,  which 
included all real estate taxes and operating costs.                             

       In addition, at the time the RTM acquisition was completed, ARG entered
into a management services agreement with certain of the Non-Acquired Entities. 
Under the agreement,  as amended, ARG provides specified management services in 
exchange for (i) a payment of $35,500 per four-week period through May 7, 2006, 
(ii) a payment of $8,450 per four-week  period  through July 30, 2006,  (iii) a 
payment of $1,850 per  four-week  period  through  October  22,  2006;  (iv) no 
payment for the four-week period ending November 19, 2006; and (v) a payment of 
$3,000 per four-week  period through March 11, 2007, plus the  reimbursement of 
out-of-pocket  expenses that it has incurred. The management services agreement 
may be terminated upon 30 days prior written notice by either party.            

       Finally,  ARG entered into  employment  agreements with Thomas Garrett,
Sharron Barton and Michael Lippert, and Arby's Restaurant,  LLC, our subsidiary 
and the  successor to RTM  Restaurant  Group,  Inc.,  entered  into  employment 
agreements with Michael Abt and Jerry Ardizzone, each of which became effective 
at the  completion of the  acquisition  of RTM. Each of these  individuals is a 
selling stockholder.  Mr. Garrett serves as ARG's President and Chief Operating 
Officer,  Ms.  Barton  serves as ARG's  Chief  Administrative  Officer  and Mr. 
Lippert serves as ARG's Senior Vice President - Company Operations. Messrs. Abt 
and  Ardizzone  serve as Arby's  Restaurant,  LLC's South Region  President and 
Central  Region  President,  respectively.  We  do  not  expect  any  of  these 
employment  agreements to be affected by the potential corporate  restructuring 
described below.                                                                

POTENTIAL CORPORATE RESTRUCTURING 

       We are continuing to explore a possible corporate restructuring that is
expected to involve the disposition of our asset management operations, whether 
through a sale of our  ownership  interest  in  Deerfield,  a  spin-off  of our 
ownership  interest in Deerfield to our stockholders or such other means as our 
board  of  directors  may  conclude  would  be in  the  best  interests  of our 
stockholders.  If the corporate  restructuring  is  completed,  it is currently 
anticipated  that  Triarc  would be  renamed  Arby's  and would be led by ARG's 
current  President  and Chief  Executive  Officer,  Roland  Smith,  and the ARG 
management team. In connection with the potential restructuring, on January 26, 
2006,  in  addition  to our  regular  quarterly  dividends,  we  announced  our 
intention  to declare and pay during 2006 special  cash  dividends  aggregating 
$0.45 per share on each outstanding share of our Class A common stock and Class 
B common  stock,  Series 1, the first  installment  of which,  in the amount of 
$0.15 per share, was paid on March 1, 2006 and the second installment of which, 
in the  amount of $0.15 per  share,  was paid on July 14,  2006.  The third and 
final  installment  of such special  cash  dividends in the amount of $0.15 per 
share on each outstanding  share of our Class A common stock and Class B common 
stock,  Series 1, was declared on November 14, 2006 and is scheduled to be paid 
on December 20, 2006 to holders of record on December 5, 2006.  Options for our 
other remaining  non-restaurant  assets are also under review and could include 
the allocation of our remaining  cash, cash  equivalents,  short-term and other 
investments between our two businesses (Arby's and Deerfield) and/or additional 
special dividends or distributions to stockholders.                             

       If we proceed with a restructuring,  various  arrangements  relating to
the  separation of the affected  businesses  would be  necessary,  the terms of 
which would depend on the nature of the restructuring.  We also have employment 
agreements and severance  arrangements  with certain of our executive  officers 
and  corporate  employees.   A  restructuring  could  also  entail  significant 
severance  or  contractual  settlement  payments  under  these  agreements  and 
arrangements.  In the case of certain of our executive  officers,  any payments 
will be subject to negotiation and approval by a special committee comprised of 
independent  members of our board of directors.  There can be no assurance that 
the  corporate  restructuring  will occur or the form,  terms or timing of such 
restructuring if it does occur.  Other than as described  herein,  our board of 
directors  has not  reached any  definitive  conclusions  concerning  the form, 
scope, benefits or timing of the corporate restructuring.                       

       On November 1, 2005, Messrs. Peltz, May and Garden  (collectively,  the
"Principals")  started a series of equity  investment  funds (the "Funds") that 
are separate and distinct from us and that are being managed by the  Principals 
and our other senior officers (the  "Employees")  through a management  company 
(the "Management Company") formed by the Principals. The investment strategy of 
the Funds is to achieve capital  appreciation by investing in equity securities 
of publicly  traded  companies and effecting  positive  change  through  active 
hands-on influence and involvement. In contrast, Deerfield is an asset manager  

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focusing on fixed income and credit-related strategies with approximately $14.1 
billion  of  assets  under   management   as  of  October  1,  2006,  of  which 
approximately $3.4 million was invested in equity securities of publicly traded 
companies.  Before  agreeing  to  acquire  more  than  50% of  the  outstanding 
securities of a company in the quick service restaurant segment in which Arby's 
operates, the Principals have agreed to offer us such acquisition opportunity.  

       The  Principals  and  Employees  continue to serve as officers  of, and
receive  compensation  from us. We are making  available  the  services  of the 
Principals and the Employees,  as well as certain  support  services  including 
investment  research,  legal,  accounting and administrative  services,  to the 
Management  Company.  The length of time that these management services will be 
provided has not yet been determined. We are being reimbursed by the Management 
Company  for the  allocable  cost of these  services,  including  an  allocable 
portion of salaries,  rent and various  overhead  costs for periods both before 
and after the launch of the Funds.  Such  allocated  costs amounted to $775,000 
and $2,827,000 for the year ended January 1, 2006 and for the nine months ended 
October 1, 2006,  respectively.  A special  committee  comprised of independent 
members  of  our  board  of  directors  has  reviewed  and   considered   these 
arrangements.                                                                   

       As of  October  1,  2006,  we had  $396.6  million  of  cash  and  cash
equivalents,  restricted cash  equivalents,  investments other than investments 
held in deferred compensation trusts and receivables from sales of investments, 
net of liabilities related to investments. At October 1, 2006, our consolidated 
indebtedness  was  approximately  $724 million,  including  approximately  $696 
million  of debt of our  restaurant  subsidiaries.  The debt of our  restaurant 
subsidiaries  has neither been  guaranteed by us nor secured by our cash,  cash 
equivalents or  investments.  The foregoing  amounts do not reflect the regular 
quarterly  cash  dividends  of $0.08 per share on our Class A Common  Stock and 
$0.09 per share on our Class B Common  Stock,  Series 1, that were  declared on 
November  9, 2006 and are  scheduled  to be paid on  December  15,  2006 in the 
aggregate  amount of  approximately  $7.7  million and the last $0.15 per share 
installment  of special cash  dividends  that was declared on November 14, 2006 
and is  scheduled to be paid on December  20, 2006 in the  aggregate  amount of 
approximately $13.4 million.                                                    

RISK FACTORS

       YOU SHOULD  CAREFULLY  CONSIDER  THE RISKS  DESCRIBED  BELOW AND IN THE
DOCUMENTS  INCORPORATED  BY  REFERENCE  IN THIS  PROSPECTUS  BEFORE  MAKING  AN 
INVESTMENT DECISION. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS 
COULD BE MATERIALLY ADVERSELY AFFECTED BY ANY OF THESE RISKS. THE TRADING PRICE 
OF OUR SECURITIES COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL 
OR PART OF YOUR INVESTMENT.                                                     

       THIS PROSPECTUS ALSO CONTAINS  FORWARD-LOOKING  STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES.  OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE 
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, 
INCLUDING  THE  RISKS  FACED  BY US  DESCRIBED  BELOW  AND  ELSEWHERE  IN  THIS 
PROSPECTUS.                                                                     

RISKS RELATED TO TRIARC 

       A SUBSTANTIAL  AMOUNT OF OUR SHARES OF CLASS A COMMON STOCK AND CLASS B
COMMON STOCK IS CONCENTRATED IN THE HANDS OF CERTAIN STOCKHOLDERS.              

       As of April 13, 2006,  Nelson Peltz,  our Chairman and Chief  Executive
Officer,  and Peter  May,  our  President  and Chief  Operating  Officer,  each 
individually  beneficially owned shares of our outstanding Class A common stock 
and Class B common stock, Series 1 (including shares issuable upon the exercise 
of options  exercisable  within 60 days of April 13, 2006),  that  collectively 
constituted approximately 41.9% of our Class A common stock, 29.8% of our Class 
B common stock, Series 1, and 39.7% of our total voting power.                  

       Messrs.  Peltz and May may from time to time acquire  additional shares
of Class A common stock, including by exchanging some or all of their shares of 
Class  B  common  stock,  Series  1,  for  shares  of  Class  A  common  stock. 
Additionally,  we may from  time to time  repurchase  shares  of Class A common 
stock or Class B common  stock,  Series 1. Such  transactions  could  result in 
Messrs.  Peltz and May together  owning more than a majority of our outstanding 
voting power. As a result, Messrs. Peltz and May would be able to determine the 
outcome of the election of members of our board of directors and the outcome of 
corporate actions requiring majority stockholder  approval,  including mergers, 
consolidations and the sale of all or substantially all of our assets. They     

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would also be in a  position  to prevent or cause a change in control of us. In 
addition, to the extent we issue additional shares of our Class B common stock, 
Series 1, for acquisitions, financings or compensation purposes, such issuances 
would not  proportionally  dilute the voting  power of  existing  stockholders, 
including Messrs. Peltz and May.                                                

       OUR SUCCESS  DEPENDS  SUBSTANTIALLY  UPON THE  CONTINUED  RETENTION  OF
CERTAIN KEY PERSONNEL.                                                          

        We believe that our success has been and will continue to be dependent
to a significant extent upon the efforts and abilities of our senior management 
team. The failure by us to retain members of our senior management team could   
adversely affect our ability to build on the efforts undertaken by our current  
management to increase the efficiency and profitability of our businesses.      
Specifically, the loss of Nelson Peltz, our Chairman and Chief Executive        
Officer, or Peter May, our President and Chief Operating Officer, other members 
of our senior management team or the senior management of our subsidiaries      
could adversely affect us.                                                      

       We are continuing to explore a possible corporate restructuring that is
expected to involve the disposition of our asset management operations, whether 
through a sale of our  ownership  interest  in  Deerfield,  a  spin-off  of our 
ownership  interest in Deerfield to our stockholders or such other means as our 
board  of  directors  may  conclude  would  be in  the  best  interests  of our 
stockholders.  If the corporate  restructuring  is  completed,  it is currently 
anticipated  that  Triarc  would be  renamed  Arby's  and would be led by ARG's 
current  President  and Chief  Executive  Officer,  Roland  Smith,  and the ARG 
management team. Following the corporate restructuring,  although Messrs. Peltz 
and May will continue to be large  stockholders and directors of Arby's,  it is 
currently  expected  that  they  and  other  members  of  our  existing  senior 
management team would no longer be involved in actively managing Arby's and the 
success of the Arby's  business  would depend to a significant  extent upon the 
efforts and abilities of its senior management team.                            

       EQUITY INVESTMENT FUNDS STARTED BY THE PRINCIPALS MAY CREATE A CONFLICT
OF INTERESTS BETWEEN THE FUNDS AND US.                                          

       On November 1, 2005, the Principals started the Funds that are separate
and distinct  from us and that are being  managed by the  Principals  and other 
senior  officers  through the Management  Company.  Although the Principals and 
other senior  officers  continue to serve as officers and be compensated by us, 
we are making the services of the Principals  and these  officers  available to 
the Management Company.  Consequently, the Principals and these officers are no 
longer providing their services exclusively to us. The arrangement by which the 
Principals  and other senior  officers  provide these services was reviewed and 
considered by a special  committee  comprised of  independent  directors of our 
board of directors.                                                             

       The investment strategy of the Funds is to achieve capital appreciation
by investing in equity  securities of publicly  traded  companies and effecting 
positive change through active hands-on influence and involvement. In contrast, 
Deerfield  is an asset  manager  focusing  on fixed  income and  credit-related 
strategies with  approximately  $14.1 billion of assets under  management as of 
October 1, 2006,  of which  approximately  $3.4  million was invested in equity 
securities  of  publicly  traded  companies.  Although  neither  the  Funds nor 
Deerfield  currently  plans to  change  its  investment  strategy,  a change in 
investment  strategy  by either  party in the future  may create a conflict  of 
interests  between the Funds and us. In  addition,  while the  Principals  have 
agreed to offer us the  opportunity to acquire more than 50% of the outstanding 
securities of a company in the quick service restaurant  segment, if we decline 
to exercise such opportunity, the Funds could consummate such an acquisition.   

       WE HAVE  BROAD  DISCRETION  IN THE USE OF OUR  SIGNIFICANT  CASH,  CASH
EQUIVALENTS AND INVESTMENTS.                                                    

       As of  October  1,  2006,  we had  $396.6  million  of  cash  and  cash
equivalents,  restricted cash  equivalents,  investments other than investments 
held in deferred compensation trusts and receivables from sales of investments, 
net of liabilities related to investments. The foregoing amounts do not reflect 
regular quarterly cash dividends of $0.08 per share on our Class A Common Stock 
and $0.09 per share on our Class B Common  Stock,  Series 1, that were declared 
on November 9, 2006 and are  scheduled  to be paid on December  15, 2006 in the 
aggregate  amount of  approximately  $7.7  million and the last $0.15 per share 
installment  of special cash  dividends  that was declared on November 14, 2006 
and is  scheduled to be paid on December  20, 2006 in the  aggregate  amount of 
approximately $13.4 million. We have not otherwise  designated any specific use 
for our significant cash, cash equivalents and investment position. In          

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connection with the potential  corporate  restructuring,  options for our cash, 
cash  equivalents  and  investments  are under  review  and could  include  the 
allocation of such assets  between our two  businesses  (Arby's and  Deerfield) 
and/or additional special dividends or distributions to stockholders.           

       ACQUISITIONS HAVE BEEN A KEY ELEMENT OF OUR BUSINESS  STRATEGY,  BUT WE
CANNOT  ASSURE  YOU THAT WE WILL BE ABLE TO  IDENTIFY  APPROPRIATE  ACQUISITION 
TARGETS IN THE FUTURE AND THAT WE WILL BE ABLE TO  SUCCESSFULLY  INTEGRATE  ANY 
FUTURE ACQUISITIONS INTO OUR EXISTING OPERATIONS.                               

       Acquisitions   involve   numerous   risks,    including    difficulties
assimilating new operations and products. In addition, acquisitions may require 
significant management time and capital resources. We cannot assure you that we 
will have access to the capital required to finance  potential  acquisitions on 
satisfactory  terms, that any acquisition would result in long-term benefits to 
us or that  management  would  be  able to  manage  effectively  the  resulting 
business.  Future acquisitions,  if any, are likely to result in the incurrence 
of additional  indebtedness,  which could contain restrictive covenants, or the 
issuance of  additional  equity  securities,  which could  dilute our  existing 
stockholders.                                                                   

       WE CANNOT ASSURE YOU THAT OUR PROPOSED CORPORATE  RESTRUCTURING WILL BE
SUCCESSFULLY IMPLEMENTED.                                                       

       We are continuing to explore the feasibility,  as well as the risks and
opportunities,  of a possible  corporate  restructuring  that may  involve  the 
disposition of our asset management  operations,  whether through a sale of our 
ownership  interest  in  Deerfield,  a spin-off  of our  ownership  interest in 
Deerfield to our stockholders or such other means as our board of directors may 
conclude  would be in the best interests of our  stockholders.  There can be no 
assurance  that the corporate  restructuring  will occur or the form,  terms or 
timing of such  restructuring  if it does occur. Our failure to implement these 
transactions  timely and economically  could materially  increase our costs and 
impair our results of operations. Even if the restructuring is completed, there 
can be no assurance that the expected  benefits to Triarc and its  stockholders 
would be realized.                                                              

       OUR INVESTMENT OF EXCESS FUNDS MAY BE SUBJECT TO RISK, PARTICULARLY DUE
TO USE OF LEVERAGE AND THE RISKINESS OF UNDERLYING ASSETS.                      

       From time to time we place our excess cash in investment  funds managed
by third  parties or by DCM.  Some of these funds use  substantial  leverage in 
their trading,  including through the use of borrowed funds, total return swaps 
and/or  other  derivatives.  The  use  of  leverage  generates  various  risks, 
including the exacerbation of losses, increased interest expense in the case of 
leverage through  borrowing,  and exposure to counterparty  risk in the case of 
leverage through derivatives.  However,  volatility in the value of a fund is a 
function not only of the amount of leverage  employed but also of the riskiness 
of the underlying  investments.  Therefore,  the greater the amount of leverage 
used by a fund and the greater the riskiness of a fund's underlying assets, the 
greater the risk associated with our investment in such fund.                   

       WE MAY BE  REQUIRED  TO  TAKE  OR NOT  TAKE  CERTAIN  ACTIONS,  SUCH AS
FOREGOING  INVESTMENT  OPPORTUNITIES,  SO AS NOT TO BE  DEEMED  AN  "INVESTMENT 
COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.                  

       The  Investment  Company  Act of 1940,  as amended  (the  "1940  Act"),
requires  the  registration  of,  and  imposes  various   restrictions  on  the 
operations  of,  companies  that  own  "investment  securities"  having a value 
exceeding 40% of their assets (excluding  government securities and cash items) 
on an  unconsolidated  basis,  absent an  available  exclusion.  We and/or  our 
subsidiaries  may be required to take actions  that we and/or our  subsidiaries 
would not otherwise take so as not to be deemed an  "investment  company" under 
the  1940  Act.  Presently,  neither  we  nor  any of  our  subsidiaries  is an 
investment company required to register under the 1940 Act. If we or one of our 
subsidiaries invests more than 40% of its assets in investment securities,  and 
is unable to rely on an exclusion from being an investment  company,  we and/or 
that subsidiary  might be required to register under and thus become subject to 
the restrictions of the 1940 Act. We and our subsidiaries intend to continue to 
make  acquisitions  and  other  investments  in a  manner  so as  not  to be an 
investment  company.  As a  result,  we  and/or  our  subsidiaries  may  forego 
investments that we and/or our  subsidiaries  might otherwise make or retain or 
dispose  of  investments  or  assets  that we  and/or  our  subsidiaries  might 
otherwise sell or hold.                                                         

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       IN THE FUTURE,  WE MAY HAVE TO TAKE ACTIONS THAT WE WOULD NOT OTHERWISE
TAKE SO AS NOT TO BE SUBJECT TO TAX AS A "PERSONAL HOLDING COMPANY."            

       If at any time during the last half of our taxable year,  five or fewer
individuals  own or are  deemed to own more than 50% of the total  value of our 
shares and if during  such  taxable  year we  receive  60% or more of our gross 
income,  as specially  adjusted,  from specified  passive sources,  we would be 
classified  as a  "personal  holding  company"  for  U.S.  federal  income  tax 
purposes. If this were the case, we would be subject to additional taxes at the 
rate of 15% on a  portion  of our  income,  to the  extent  this  income is not 
distributed to  stockholders.  We do not currently expect to have any liability 
in 2006 for tax under the personal  holding company rules.  However,  we cannot 
assure you that we will not become  liable for such tax in the future.  Because 
we do not wish to be classified as a personal  holding  company or to incur any 
personal  holding company tax, we may be required in the future to take actions 
that we would not otherwise take. These actions may influence our strategic and 
business decisions, including causing us to conduct our business and acquire or 
dispose of investments differently than we otherwise would.                     

       OUR  CERTIFICATE  OF  INCORPORATION   CONTAINS  CERTAIN   ANTI-TAKEOVER
PROVISIONS  AND PERMITS OUR BOARD OF  DIRECTORS  TO ISSUE  PREFERRED  STOCK AND 
ADDITIONAL SERIES OF CLASS B COMMON STOCK WITHOUT STOCKHOLDER APPROVAL.         

       Certain  provisions in our certificate of incorporation are intended to
discourage  or delay a hostile  takeover of control of us. Our  certificate  of 
incorporation  authorizes  the  issuance of shares of "blank  check"  preferred 
stock and  additional  series  of Class B common  stock,  which  will have such 
designations,  rights and preferences as may be determined from time to time by 
our board of  directors.  Accordingly,  our board of  directors  is  empowered, 
without  stockholder  approval,  to issue preferred stock and/or Class B common 
stock with dividend, liquidation, conversion, voting or other rights that could 
adversely  affect the voting power and other rights of the holders of our Class 
A common  stock and Class B common  stock,  Series 1. The  preferred  stock and 
additional series of Class B common stock could be used to discourage, delay or 
prevent a change in control of us that is  determined by our board of directors 
to be undesirable. Although we have no present intention to issue any shares of 
preferred stock or additional  series of Class B common stock, we cannot assure 
you that we will not do so in the future.                                       

RISKS RELATING TO ARBY'S

       OUR RESTAURANT  BUSINESS IS  SIGNIFICANTLY  DEPENDENT ON NEW RESTAURANT
OPENINGS, WHICH MAY BE INTERRUPTED BY FACTORS BEYOND OUR CONTROL.               

       Our restaurant  business derives earnings from franchise  royalties and
fees from franchised restaurants and sales in company-owned restaurants. Growth 
in our  restaurant  revenues  and  earnings is  significantly  dependent on new 
restaurant openings.  Numerous factors beyond our control may affect restaurant 
openings. These factors include but are not limited to:                         

o     our ability to attract new franchisees;                   

o     the availability of site locations for new restaurants;   

     o     the ability of potential restaurant owners to obtain financing;

       o     the  ability  of  restaurant  owners to hire,  train  and  retain
qualified operating personnel;                      

o     the availability of construction materials and labor;     

       o     construction   and   development   costs   of  new   restaurants,
particularly in highly-competitive markets;         

       o     the ability of restaurant owners to secure required  governmental
    approvals and permits in a timely manner, or at all; and

o     adverse weather conditions.                               

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       Although as of October 1, 2006,  franchisees had signed  commitments to
open 251  Arby's  restaurants  over the next  six  years  and have  made or are 
required to make non-refundable  deposits of $10,000 per restaurant,  we cannot 
assure  you that  franchisees  will meet these  commitments  and that they will 
result in open restaurants.                                                     

ARBY'S FRANCHISEES COULD TAKE ACTIONS THAT COULD HARM OUR BUSINESS. 

       Arby's  franchisees  are  contractually   obligated  to  operate  their
restaurants in accordance  with the standards ARG sets in its  agreements  with 
them.  ARG  also  provides  training  and  support  to  franchisees.   However, 
franchisees  are independent  third parties that ARG does not control,  and the 
franchisees own, operate and oversee the daily operations of their restaurants. 
As a result, the ultimate success and quality of any franchise restaurant rests 
with the franchisee.  If franchisees do not successfully operate restaurants in 
a manner consistent with ARG's standards, the Arby's image and reputation could 
be harmed, which in turn could hurt ARG's business and operating results.       

     ARG'S  SUCCESS  DEPENDS  ON ARBY'S  FRANCHISEES'  PARTICIPATION  IN ARG'S
STRATEGY.                                                                       

       Arby's  franchisees are an integral part of ARG's business.  ARG may be
unable to successfully  implement  ARG's brand  strategies that it believes are 
necessary for further growth if Arby's  franchisees do not  participate in that 
implementation.  The failure of ARG's  franchisees to focus on the fundamentals 
of restaurant operations such as quality,  service and cleanliness would have a 
negative impact on ARG's success.                                               

       ARG'S FINANCIAL RESULTS ARE AFFECTED BY THE FINANCIAL RESULTS OF ARBY'S
FRANCHISEES.                                                                    

       ARG  receives  revenue in the form of  royalties  and fees from  Arby's
franchisees  which are  generally  based on a percentage of sales at franchised 
restaurants.  Accordingly,  a substantial portion of ARG's financial results is 
to a large extent  dependent  upon the  operational  and  financial  success of 
Arby's franchisees, including their implementation of ARG's strategic plans. If 
sales  trends or  economic  conditions  worsen  for Arby's  franchisees,  their 
financial  results may worsen and ARG's collection rates may decline.  When ARG 
divests company-owned restaurants,  ARG is often required to remain responsible 
for lease  payments  for these  restaurants  to the  extent  that the  relevant 
franchisees default on their leases.  Additionally,  if Arby's franchisees fail 
to renew their franchise  agreements,  or if ARG is required to restructure its 
franchise  agreements  in  connection  with such  renewal,  it would  result in 
decreased revenues for ARG.                                                     

       ARG MAY BE UNABLE TO MANAGE  EFFECTIVELY  ITS STRATEGY OF ACQUIRING AND
DISPOSING OF ARBY'S  RESTAURANTS,  WHICH COULD ADVERSELY  AFFECT ARG'S BUSINESS 
AND FINANCIAL RESULTS.                                                          

       ARG's strategy of acquiring  Arby's  restaurants  from  franchisees and
eventually  "re-franchising"  these  restaurants  by  selling  them  to  new or 
existing  franchisees is dependent upon the  availability of sellers and buyers 
as well as ARG's  ability  to  negotiate  transactions  on terms that ARG deems 
acceptable.  In addition,  the operations of restaurants  that ARG acquires may 
not be integrated successfully,  and the intended benefits of such transactions 
may not be realized.  Acquisitions of Arby's  restaurants pose various risks to 
ARG's on-going operations, including:                                           

       o     diversion of management  attention to the integration of acquired
restaurant operations;                              

       o     increased   operating  expenses  and  the  inability  to  achieve
expected cost savings and operating efficiencies;   

       o     exposure to liabilities  arising out of sellers' prior operations
of acquired restaurants; and                        

       o     incurrence  or  assumption  of debt to  finance  acquisitions  or
             improvements  and/or the assumption of long-term,  non-cancelable
leases.                                             

       In addition, engaging in acquisitions and dispositions places increased
demands  on ARG's  operational,  financial  and  management  resources  and may 
require ARG to continue to expand these  resources.  If ARG is unable to manage 

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the  acquisition  and  disposition  strategy  effectively,   its  business  and 
financial results could be adversely affected.                                  

       ARG DOES NOT EXERCISE  ULTIMATE CONTROL OVER ADVERTISING AND PURCHASING
FOR THE ARBY'S RESTAURANT SYSTEM, WHICH COULD HURT SALES AND THE ARBY'S BRAND.  

       Arby's  franchisees  control the provision of national  advertising and
marketing   services  to  the  Arby's  franchise  system  through  AFA  Service 
Corporation, a company controlled by Arby's franchisees. Subject to ARG's right 
to protect its  trademarks,  and except to the extent that ARG  participates in 
AFA Service  Corporation  through its  company-owned  restaurants,  AFA Service 
Corporation  has the right to approve all significant  decisions  regarding the 
national  marketing  and  advertising  strategies  and the creative  content of 
advertising  for the Arby's system.  Although ARG has entered into a management 
agreement pursuant to which ARG, on behalf of AFA Service Corporation,  manages 
the  day-to-day  operations  of AFA Service  Corporation,  many areas are still 
subject to ultimate approval by AFA Service Corporation's  independent board of 
directors  and the  management  agreement may be terminated by either party for 
any reason upon one year's prior notice. In addition, local cooperatives run by 
operators of Arby's restaurants in a particular local area (including ARG) make 
their own  decisions  regarding  local  advertising  expenditures,  subject  to 
spending the required minimum  amounts.  ARG's lack of control over advertising 
could hurt sales and the Arby's brand.                                          

       In  addition,  although  ARG ensures  that all  suppliers to the Arby's
system  meet  quality  control  standards,   Arby's  franchisees   control  the 
purchasing of food,  proprietary paper,  equipment and other operating supplies 
from such suppliers through ARCOP, Inc., a not-for-profit  entity controlled by 
Arby's  franchisees.   ARCOP  negotiates  national  contracts  for  such  food, 
equipment and supplies.  ARG is entitled to appoint one  representative  on the 
board of directors of ARCOP and participate in ARCOP through its  company-owned 
restaurants,  but otherwise  does not control the  decisions and  activities of 
ARCOP  except to ensure  that all  suppliers  satisfy  Arby's  quality  control 
standards.  If ARCOP does not properly  estimate the needs of the Arby's system 
with  respect to one or more  products,  makes poor  purchasing  decisions,  or 
decides to cease its  operations,  system  sales and  operating  costs could be 
adversely  affected  and  the  financial  condition  of ARG  or  the  financial 
condition of Arby's franchisees could be hurt.                                  

       SHORTAGES OR INTERRUPTIONS IN THE SUPPLY OR DELIVERY OF PERISHABLE FOOD
PRODUCTS COULD DAMAGE THE ARBY'S BRAND  REPUTATION  AND ADVERSELY  AFFECT ARG'S 
OPERATING RESULTS.                                                              

       ARG and Arby's  franchisees  are  dependent on frequent  deliveries  of
perishable  food  products  that  meet  ARG's   specifications.   Shortages  or 
interruptions in the supply of perishable food products caused by unanticipated 
demand,   problems  in  production  or  distribution,   disease  or  food-borne 
illnesses,  inclement  weather or other  conditions  could adversely affect the 
availability,  quality and cost of ingredients,  which would likely lower ARG's 
revenues, damage Arby's reputation and otherwise harm ARG's business.           

       ADDITIONAL INSTANCES OF MAD COW DISEASE OR OTHER FOOD-BORNE  ILLNESSES,
SUCH AS BIRD FLU, COULD  ADVERSELY  AFFECT THE PRICE AND  AVAILABILITY OF BEEF, 
POULTRY OR OTHER MEATS AND CREATE NEGATIVE  PUBLICITY,  WHICH COULD RESULT IN A 
DECLINE IN SALES.                                                               

       Instances  of mad cow disease or other  food-borne  illnesses,  such as
bird  flu,  e-coli  or  hepatitis  A,  could  adversely  affect  the  price and 
availability of beef, poultry or other meats, including if additional incidents 
cause consumers to shift their preferences to other meats. As a result,  Arby's 
restaurants could experience a significant  increase in food costs if there are 
additional instances of mad cow disease or other food-borne illnesses.          

       In addition to losses  associated with higher prices and a lower supply
of our food  ingredients,  instances of  food-borne  illnesses  could result in 
negative publicity for Arby's.  This negative  publicity,  as well as any other 
negative  publicity  concerning food products Arby's serves,  may reduce demand 
for  Arby's  food and could  result in a  decrease  in guest  traffic to Arby's 
restaurants.  A decrease in guest traffic to Arby's  restaurants as a result of 
these health concerns or negative  publicity could result in a decline in sales 
at  company-owned  restaurants  or in ARG's  royalties from sales at franchised 
restaurants.                                                                    

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       CHANGES  IN  CONSUMER  TASTES  AND  PREFERENCES  AND  IN  DISCRETIONARY
CONSUMER  SPENDING  COULD  RESULT  IN  A  DECLINE  IN  SALES  AT  COMPANY-OWNED 
RESTAURANTS AND IN THE ROYALTIES THAT ARG RECEIVES FROM FRANCHISEES.            

       The quick service  restaurant  industry is often affected by changes in
consumer   tastes,   national,   regional   and  local   economic   conditions, 
discretionary spending priorities, demographic trends, traffic patterns and the 
type, number and location of competing restaurants.  ARG's success depends to a 
significant extent on discretionary  consumer spending,  which is influenced by 
general  economic  conditions and the  availability  of  discretionary  income. 
Accordingly,  ARG may experience  declines in sales during economic  downturns. 
Any material  decline in the amount of  discretionary  spending or a decline in 
family  food-away-from-home  spending  could  hurt ARG's  revenues,  results of 
operations, business and financial condition.                                   

       In addition, if company-owned and franchised  restaurants are unable to
adapt to changes in consumer preferences and trends, ARG and Arby's franchisees 
may lose customers and the resulting  revenues from  company-owned  restaurants 
and the royalties that ARG receives from its franchisees may decline.           

       CHANGES  IN  FOOD  AND  SUPPLY  COSTS  COULD  HARM  ARG'S   RESULTS  OF
OPERATIONS.                                                                     

       ARG's  profitability  depends in part on its ability to anticipate  and
react to  changes  in food and  supply  costs.  Any  increase  in food  prices, 
especially that of roast beef, could harm ARG's operating  results.  While fuel 
price  increases have increased the costs of  transportation  and  distribution 
generally,  ARG's  commodity  prices  have  largely  been  unaffected  by these 
distribution cost increases in 2006 due to purchase  contracts for commodities, 
which are  managed by ARCOP,  that have  allowed  only  limited  increases  for 
distribution  costs.  As these  contracts  expire and are replaced in 2007, ARG 
expects to experience more  variability in its commodity  prices.  In addition, 
ARG is  susceptible  to  increases  in food costs as a result of other  factors 
beyond its control, such as weather conditions,  food safety concerns,  product 
recalls and government regulations.  ARG cannot predict whether it will be able 
to  anticipate  and react to changing  food costs by adjusting  its  purchasing 
practices and menu prices,  and a failure to do so could adversely affect ARG's 
operating  results.  In addition,  ARG may not seek to or be able to pass along 
price increases to its customers.                                               

COMPETITION FROM OTHER RESTAURANT COMPANIES COULD HURT ARG.     

       The  market  segments  in which  company-owned  and  franchised  Arby's
restaurants compete are highly competitive with respect to, among other things, 
price, food quality and  presentation,  service,  location,  and the nature and 
condition of the restaurant facility. Arby's restaurants compete with a variety 
of  locally-owned  restaurants,  as well as  competitive  regional and national 
chains and franchises. Several of these chains compete by offering high quality 
sandwiches  and/or  menu items that are  targeted at certain  consumer  groups. 
Additionally,  many of our competitors  have introduced  lower cost, value meal 
menu options.  ARG's  revenues and those of Arby's  franchisees  may be hurt by 
this product and price competition.                                             

       Moreover, new companies,  including operators outside the quick service
restaurant  industry,  may enter Arby's market areas and target Arby's customer 
base. For example, additional competitive pressures for prepared food purchases 
have  recently  come from deli  sections  and in-store  cafes of several  major 
grocery  store  chains,  as well as from  convenience  stores and casual dining 
outlets.  Such competitors may have, among other things, lower operating costs, 
lower debt service requirements,  better locations,  better facilities,  better 
management,  more effective marketing and more efficient  operations.  All such 
competition  may  adversely  affect  ARG's  revenues  and  profits by  reducing 
revenues of  company-owned  restaurants  and royalty  payments from  franchised 
restaurants.  Many of ARG's competitors have  substantially  greater financial, 
marketing,  personnel  and other  resources  than ARG,  which may allow them to 
react to changes in  pricing  and  marketing  strategies  in the quick  service 
restaurant industry better than ARG can.                                        

       CURRENT  ARBY'S  RESTAURANT  LOCATIONS  MAY  BECOME  UNATTRACTIVE,  AND
ATTRACTIVE  NEW LOCATIONS MAY NOT BE AVAILABLE  FOR A REASONABLE  PRICE,  IF AT 
ALL.                                                                            

       The  success  of any  restaurant  depends  in  substantial  part on its
location. There can be no assurance that current Arby's locations will continue 
to be attractive  as  demographic  patterns  change.  Neighborhood  or economic 

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conditions  where Arby's  restaurants  are located could decline in the future, 
thus resulting in potentially  reduced sales in those  locations.  In addition, 
rising real estate prices, particularly in the Northeastern region of the U.S., 
may restrict the ability of ARG or Arby's  franchisees to purchase or lease new 
desirable  locations.  If desirable  locations cannot be obtained at reasonable 
prices,  ARG's  ability  to effect  its  growth  strategies  will be  adversely 
affected.                                                                       

       ARG'S  BUSINESS  COULD  BE HURT  BY  INCREASED  LABOR  COSTS  OR  LABOR
SHORTAGES.                                                                      

       Labor is a primary component in the cost of operating our company-owned
restaurants.  ARG devotes significant  resources to recruiting and training its 
managers  and  hourly  employees.  Increased  labor  costs due to  competition, 
increased  minimum  wage or  employee  benefits  costs or other  factors  would 
adversely impact ARG's cost of sales and operating expenses. In addition, ARG's 
success  depends  on its  ability to  attract,  motivate  and retain  qualified 
employees,  including restaurant managers and staff. If ARG is unable to do so, 
its results of operations may be hurt.                                          

       ARG'S  LEASING  AND  OWNERSHIP  OF  SIGNIFICANT  AMOUNTS OF REAL ESTATE
EXPOSES IT TO POSSIBLE LIABILITIES AND LOSSES, INCLUDING LIABILITIES ASSOCIATED 
WITH ENVIRONMENTAL MATTERS.                                                     

       As of October 1, 2006, ARG leased or owned the land and/or the building
for over 1,000 Arby's  restaurants.  Accordingly,  ARG is subject to all of the 
risks associated with leasing and owning real estate. In particular,  the value 
of our real property  assets could  decrease,  and ARG's costs could  increase, 
because of changes  in the  investment  climate  for real  estate,  demographic 
trends and supply or demand  for the use of the  restaurants,  which may result 
from competition from similar restaurants in the area, as well as liability for 
environmental matters.                                                          

       ARG is subject to federal,  state and local  environmental,  health and
safety  laws and  regulations  concerning  the  discharge,  storage,  handling, 
release and disposal of hazardous or toxic substances. These environmental laws 
provide for significant  fines,  penalties and liabilities,  sometimes  without 
regard to whether the owner,  operator or occupant of the property  knew of, or 
was  responsible  for,  the  release  or  presence  of the  hazardous  or toxic 
substances.  Third parties may also make claims  against  owners,  operators or 
occupants of properties for personal  injuries and property  damage  associated 
with releases of, or actual or alleged exposure to, such  substances.  A number 
of ARG's restaurant sites were formerly gas stations or are adjacent to current 
or former gas stations,  or were used for other commercial  activities that can 
create  environmental  impacts.  ARG may also  acquire or lease  these types of 
sites in the future. ARG has not conducted a comprehensive environmental review 
of all of its  properties.  ARG may not have  identified  all of the  potential 
environmental  liabilities  at its  leased and owned  properties,  and any such 
liabilities  identified  in the  future  could  cause ARG to incur  significant 
costs,   including  costs  associated  with   litigation,   fines  or  clean-up 
responsibilities.                                                               

       ARG leases land  generally for initial  terms of 20 years.  Many leases
provide  that the  landlord  may  increase the rent over the term of the lease. 
Most  leases  require  ARG  to  pay  all  of the  costs  of  insurance,  taxes, 
maintenance  and  utilities.  ARG generally  cannot cancel these leases.  If an 
existing or future  restaurant is not profitable,  and ARG decides to close it, 
ARG  may  nonetheless  be  committed  to  perform  its  obligations  under  the 
applicable  lease including,  among other things,  paying the base rent for the 
balance of the lease term. In addition,  as each of ARG's leases  expires,  ARG 
may fail to negotiate renewals,  either on commercially  acceptable terms or at 
all, which could cause ARG to close stores in desirable locations.              

COMPLAINTS OR LITIGATION MAY HURT ARG.                          

       Occasionally,  ARG's customers file  complaints or lawsuits  against it
alleging that ARG is  responsible  for an illness or injury they suffered at or 
after a visit to an Arby's  restaurant,  or  alleging  that there was a problem 
with food quality or operations at an Arby's restaurant. ARG is also subject to 
a variety of other  claims  arising  in the  ordinary  course of our  business, 
including personal injury claims,  contract claims, claims from franchisees and 
claims  alleging  violations of federal and state law  regarding  workplace and 
employment matters,  discrimination and similar matters.  ARG could also become 
subject  to class  action  lawsuits  related to these  matters  in the  future. 
Regardless of whether any claims  against ARG are valid or whether ARG is found 
to be liable,  claims may be  expensive  to defend and may divert  management's 
attention  away  from  operations  and  hurt  ARG's  performance.   A  judgment 
significantly  in excess  of ARG's  insurance  coverage  for any  claims  could 

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materially adversely affect ARG's financial condition or results of operations. 
Further,  adverse  publicity  resulting from these allegations may hurt ARG and 
Arby's franchisees.                                                             

       Additionally,  the restaurant  industry has been subject to a number of
claims that the menus and actions of restaurant  chains have led to the obesity 
of  certain  of  their  customers.   Adverse  publicity  resulting  from  these 
allegations  may  harm  the  reputation  of  Arby's  restaurants,  even  if the 
allegations are not directed  against Arby's  restaurants or are not valid, and 
even if ARG is not  found  liable  or the  concerns  relate  only  to a  single 
restaurant or a limited number of restaurants. Moreover, complaints, litigation 
or adverse  publicity  experienced by one or more of Arby's  franchisees  could 
also hurt ARG's business as a whole.                                            

       ARG'S  CURRENT  INSURANCE MAY NOT PROVIDE  ADEQUATE  LEVELS OF COVERAGE
AGAINST CLAIMS IT MAY FILE.                                                     

       ARG currently  maintains insurance customary for businesses of its size
and type.  However,  there are  types of  losses  it may incur  that  cannot be 
insured against or that ARG believes are not economically reasonable to insure, 
such as losses due to natural disasters or acts of terrorism.  In addition, ARG 
currently  self-insures  a  significant  portion of expected  losses  under its 
workers  compensation,  general  liability  and  property  insurance  programs. 
Unanticipated  changes in the actuarial  assumptions  and management  estimates 
underlying ARG's reserves for these losses could result in materially different 
amounts of expense under these  programs,  which could harm ARG's  business and 
adversely affect its results of operations and financial condition.             

       CHANGES IN  GOVERNMENTAL  REGULATION MAY HURT ARG'S ABILITY TO OPEN NEW
RESTAURANTS OR OTHERWISE HURT ARG'S EXISTING AND FUTURE OPERATIONS AND RESULTS. 

       Each  Arby's  restaurant  is subject to  licensing  and  regulation  by
health, sanitation,  safety and other agencies in the state and/or municipality 
in which the  restaurant is located.  There can be no assurance that ARG and/or 
Arby's franchisees,  will not experience  material  difficulties or failures in 
obtaining the necessary licenses or approvals for new restaurants,  which could 
delay  the  opening  of such  restaurants  in the  future.  In  addition,  more 
stringent and varied  requirements  of local and tax  governmental  bodies with 
respect to zoning,  land use and  environmental  factors could delay or prevent 
development  of new  restaurants  in  particular  locations.  ARG,  and  Arby's 
franchisees,  are also subject to the Fair Labor  Standards  Act, which governs 
such matters as minimum  wages,  overtime and other working  conditions,  along 
with the Americans with  Disabilities  Act, family leave mandates and a variety 
of other laws enacted by the states that govern these and other  employment law 
matters.  One of our  subsidiaries is a defendant in a lawsuit alleging failure 
to  comply  with  Title  III  of  the  Americans  with   Disabilities   Act  at 
approximately  775  company-owned  restaurants  acquired  as  part  of the  RTM 
acquisition in July 2005.  Under a court  approved  settlement of that lawsuit, 
ARG estimates that it will spend approximately $1.0 million per year of capital 
expenditures  over an  eight-year  period  beginning  in 2007  to  bring  these 
restaurants  into  compliance  with the Americans  with  Disabilities  Act. ARG 
cannot predict the amount of any other future expenditures that may be required 
in order to permit  company-owned  restaurants  to comply  with any  changes in 
existing  regulations or to comply with any future  regulations that may become 
applicable to ARG's business.                                                   

ARBY'S OPERATIONS COULD BE INFLUENCED BY WEATHER CONDITIONS.    

       Weather,  which is  unpredictable,  can impact Arby's restaurant sales.
Harsh weather  conditions  that keep  customers  from dining out result in lost 
opportunities  for Arby's  restaurants.  A heavy  snowstorm in the Northeast or 
Midwest or a hurricane in the  Southeast  can shut down an entire  metropolitan 
area,  resulting  in a  reduction  in sales in that  area.  Our  first  quarter 
includes  winter  months  and  historically  has a  lower  level  of  sales  at 
company-owned  restaurants.  Because a significant  portion of ARG's restaurant 
operating  costs is fixed or  semi-fixed  in nature,  the loss of sales  during 
these periods hurts ARG's operating margins,  resulting in restaurant operating 
losses.  For these reasons, a  quarter-to-quarter  comparison may not be a good 
indication of ARG's performance or how it may perform in the future.            

       DUE TO THE CONCENTRATION OF ARBY'S RESTAURANTS IN PARTICULAR GEOGRAPHIC
REGIONS,  ARG'S  BUSINESS  RESULTS  COULD BE IMPACTED  BY THE ADVERSE  ECONOMIC 
CONDITIONS  PREVAILING IN THOSE REGIONS REGARDLESS OF THE STATE OF THE NATIONAL 
ECONOMY AS A WHOLE.                                                             

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       As of October  1, 2006,  ARG and  Arby's  franchisees  operated  Arby's
restaurants in 48 states,  the District of Columbia and four foreign countries. 
As of October 1, 2006,  the six  leading  states by number of  operating  units 
were: Ohio, with 286 restaurants; Michigan, with 188 restaurants; Indiana, with 
175 restaurants;  Florida,  with 173 restaurants;  Texas, with 155 restaurants; 
and Georgia,  with 153  restaurants.  This geographic  concentration  can cause 
economic   conditions   in   particular   areas  of  the   country  to  have  a 
disproportionate  impact on ARG's overall  results of operations.  ARG believes 
that the adverse  economic  conditions in Ohio and  Michigan,  two states which 
have a significant  number of Arby's  restaurants,  have adversely impacted its 
results of operations. It is possible that adverse economic conditions in those 
two states or in other states or regions that contain a high  concentration  of 
Arby's  restaurants  could have a material  adverse  impact on ARG's results of 
operations in the future.                                                       

       ARG AND ITS  SUBSIDIARIES  ARE  SUBJECT  TO VARIOUS  RESTRICTIONS,  AND
SUBSTANTIALLY ALL OF THEIR ASSETS ARE PLEDGED UNDER A CREDIT AGREEMENT.         

       Under its credit agreement,  substantially all of the assets of ARG and
its subsidiaries (other than real property) are pledged as collateral security. 
The credit  agreement  also  contains  financial  covenants  that,  among other 
things,  require ARG and its subsidiaries to maintain certain  financial ratios 
and  restrict  their  ability  to  incur  debt,  pay  dividends  or make  other 
distributions,  enter into certain fundamental transactions (including sales of 
assets and certain mergers and  consolidations)  and create or permit liens. If 
ARG and its  subsidiaries  are  unable  to  generate  sufficient  cash  flow or 
otherwise  obtain the funds necessary to make required  payments of interest or 
principal  under,  or are  unable to  comply  with  covenants  of,  the  credit 
agreement,  they  would be in default  under the terms of the credit  agreement 
which would, under certain circumstances,  permit the lenders to accelerate the 
maturity of the indebtedness.                                                   

RISKS RELATING TO DEERFIELD 

      DCM MAY LOSE CLIENT ASSETS, AND THUS FEE REVENUE, FOR VARIOUS REASONS.

       DCM's success depends on its ability to earn  investment  advisory fees
from the client  accounts it manages.  Such fees generally  consist of payments 
based on the  amount of assets in the  account  (management  fees),  and on the 
profits  earned by the  account  or the  returns to  certain  investors  in the 
accounts  (performance  fees). If there is a reduction in an account's  assets, 
there  will be a  corresponding  reduction  in DCM's  management  fees from the 
account,  and a likely reduction in DCM's performance fees (if any) relating to 
the account, since the smaller the account's asset base the smaller will be the 
potential  profits  earned by the  account.  There could be a  reduction  in an 
account's  assets  as the  result of  investment  losses  in the  account,  the 
withdrawal  by investors of their capital in the account,  or both.  Except for 
the Deerfield  Triarc Capital Corp., a real estate  investment trust managed by 
DCM (the "REIT"),  investors in the accounts  managed by DCM have various types 
of withdrawal rights,  ranging from the right of investors in separate accounts 
to  withdraw  any or all of  their  capital  on a daily  basis,  the  right  of 
investors  in hedge funds to withdraw  their  capital on a monthly or quarterly 
basis,  and the right of  investors  in  collateral  debt  obligation  vehicles 
("CDOs") to terminate the CDO in specified situations. Investors in hedge funds 
and managed  accounts may withdraw  capital for many reasons,  including  their 
dissatisfaction  with the account's  performance,  adverse publicity  regarding 
DCM,  DCM's loss of key  personnel,  errors in reporting  to investors  account 
values or account  performance,  other matters resulting from problems in DCM's 
systems  technology,  investors'  desire to invest the capital  elsewhere,  and 
their need (in the case of investors that are themselves  investment funds) for 
the capital to fund  withdrawals  by their  investors.  DCM could  experience a 
major loss of account assets, and thus advisory fee revenue, at any time.       

       POOR  INVESTMENT  PERFORMANCE  COULD  LEAD TO A LOSS OF  CLIENTS  AND A
DECLINE IN DCM'S REVENUES.                                                      

       Investment  performance  is a key  factor for the  retention  of client
assets,  the growth of DCM's  assets under  management  and the  generation  of 
management fee revenue. Poor investment performance could impair DCM's revenues 
and growth because:                                                             

       o     existing   clients  might  withdraw  funds  in  favor  of  better
             performing  products,  which  would  result  in lower  investment
management fees for DCM;                            

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  o     DCM's subordinate management fees for a CDO may be deferred;

       o     DCM's  ability to attract  funds from  existing  and new  clients
might diminish; and                                 

o     DCM might earn minimal or no performance fees.            

       The failure of DCM's  investment  products  to perform  well both on an
absolute basis and in relation to competing products,  therefore,  could have a 
material adverse effect on DCM's business.                                      

       DCM DERIVES A SUBSTANTIAL  PORTION OF ITS REVENUES FROM  CONTRACTS THAT
MAY BE TERMINATED ON SHORT NOTICE.                                              

       DCM  derives a  substantial  portion of its  revenues  from  investment
management agreements with accounts that generally have the right to remove DCM 
as the  investment  manager of the  account  and  replace it with a  substitute 
investment  manager.  Some of these  investment  management  agreements  may be 
terminated  for  various  reasons,  including  failure to follow the  account's 
investment guidelines, fraud, breach of fiduciary duty and gross negligence, or 
may not be renewed.  With respect to DCM's  agreements with some of the CDOs it 
manages,  DCM can be removed  without cause by investors  that hold a specified 
amount of the securities  issued by the CDO. All of DCM's  agreements with CDOs 
allow investors that hold a specified amount of securities issued by the CDO to 
remove  DCM for  "cause,"  which  typically  includes  DCM's  violation  of the 
management   agreement   or  the   CDO's   indenture,   DCM's   breach  of  its 
representations  and  warranties  under  the  agreement,  DCM's  bankruptcy  or 
insolvency,  DCM's fraud or a criminal offense by DCM or its employees, and the 
failure of certain of the CDO's performance tests. DCM's investment  management 
agreements  with  separate  accounts  are  typically  terminable  by the client 
without  penalty  on 30 days'  notice or less.  DCM may not be able to  replace 
these  agreements on favorable  terms.  The revenue loss that would result from 
any such termination could have a material adverse effect on DCM's business.    

       DCM  COULD  LOSE  CLIENT  ASSETS  AS THE  RESULT OF THE LOSS OF KEY DCM
PERSONNEL.                                                                      

       DCM  generally  assigns the  management of its  investment  products to
specific teams, consisting of DCM portfolio management and other personnel. The 
loss of a particular member or members of such a team - for example, because of 
resignation  or retirement - could cause  investors in the product to withdraw, 
to the extent they have withdrawal rights, all or a portion of their investment 
in the  product,  and  adversely  affect the  marketing  of the  product to new 
investors and the product's performance.  In the case of some accounts, such as 
certain  CDOs,  DCM can be  removed  as  investment  manager  upon  its loss of 
specified  key  employees.  In  addition  to the  loss  of  specific  portfolio 
management  team  members,  the loss of one or more  members  of  DCM's  senior 
management  involved in  supervising  the  portfolio  teams could have  similar 
adverse effects on DCM's investment products.                                   

       DCM MAY NEED TO OFFER NEW  INVESTMENT  STRATEGIES AND PRODUCTS IN ORDER
TO CONTINUE TO GENERATE REVENUE.                                                

       The segments of the asset management industry in which DCM operates are
subject  to  rapid  change.   Investment   strategies  and  products  that  had 
historically  been  attractive to investors may lose their appeal,  for various 
reasons.  Thus, strategies and products that have generated fee revenue for DCM 
in the past may fail to do so in the  future.  In such case DCM  would  have to 
develop new  strategies  and  products in order to retain  investors or replace 
withdrawing  investors  with new  investors.  It could  be both  expensive  and 
difficult  for DCM to develop  new  strategies  and  products,  and there is no 
assurance that DCM would be successful in this regard. In addition, alternative 
asset  management  products  represent a  substantially  smaller segment of the 
overall asset management  industry than traditional  asset management  products 
(such as many  corporate bond funds).  DCM's  inability to expand its offerings 
beyond alternative asset management  products could inhibit its growth and harm 
its competitive position in the investment management industry.                 

CHANGES IN THE FIXED INCOME MARKETS COULD ADVERSELY AFFECT DCM. 

       DCM's success depends on the attractiveness to institutional  investors
of investing in the fixed income  markets,  and changes in those  markets could 
significantly reduce the appeal of DCM's investment products to such investors. 
Such changes could include  increased  volatility in the prices of fixed income 

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instruments,  periods  of  illiquidity  in the fixed  income  trading  markets, 
changes in the taxation of fixed income instruments, significant changes in the 
"spreads"  in the fixed  income  markets  (the  amount  by which the  yields on 
particular  fixed  income  instruments  exceed  the  yields on  benchmark  U.S. 
Treasury  securities),  and the lack of  arbitrage  opportunities  between U.S. 
Treasury  securities and their related  instruments (such as interest rate swap 
and futures  contracts).  The fixed income markets can be highly volatile,  and 
the prices of fixed  income  instruments  may  increase  or  decrease  for many 
reasons beyond DCM's control or ability to anticipate,  including  economic and 
political events and acts of terrorism. Any adverse changes in the fixed income 
markets could reduce DCM's revenues.                                            

       THE  NARROWING OF CDO SPREADS COULD MAKE IT DIFFICULT FOR DCM TO LAUNCH
NEW CDOS.                                                                       

       It is important for DCM to be able to launch new CDO products from time
to time,  both to expand  its CDO  activities  (which are a major part of DCM's 
business) and to replace  existing CDOs as they are  terminated or mature.  The 
ability to launch new CDOs is dependent on, among other factors,  the amount by 
which the interest earned on the collateral held by the CDO (such as bank loans 
or  corporate  bonds)  exceeds  the  interest  payable  by the CDO on the  debt 
obligations it issues to investors. If these "spreads" are not wide enough, the 
proposed CDO will not be  attractive  to investors and thus cannot be launched. 
There may be sustained periods when such spreads will not be sufficient for DCM 
to launch new CDO products, which could have a material adverse effect on DCM's 
business.                                                                       

DCM COULD LOSE CLIENT ASSETS AS THE RESULT OF ADVERSE PUBLICITY.

       Asset  managers  such as DCM can be  particularly  vulnerable to losing
clients because of adverse publicity.  Asset managers are generally regarded as 
fiduciaries,  and if they  fail to  adhere  at all  times  to a high  level  of 
honesty, fair dealing and professionalism they can incur large and rapid losses 
of  client  assets.  Accordingly,  a  relatively  small  lapse in this  regard, 
particularly  if it  resulted  in a  regulatory  investigation  or  enforcement 
proceeding, could materially hurt DCM's business.                               

DCM COULD INCUR LOSSES DUE TO TRADING ERRORS.                   

       DCM  could  make  errors  in  placing  transaction  orders  for  client
accounts,  such as  purchasing  a  security  for an  account  whose  investment 
guidelines  prohibited  the account from holding the  security,  purchasing  an 
unintended amount of the security,  or placing a buy order when DCM intended to 
place a sell order. If the transaction  resulted in a loss for the account, DCM 
might be required to reimburse the account for the loss, or DCM might choose to 
do so for client relations purposes. Such reimbursements could be substantial.  

       DCM COULD LOSE  MANAGEMENT  FEE INCOME FROM ITS CDOS BECAUSE OF PAYMENT
DEFAULTS BY ISSUERS OF COLLATERAL HELD BY THE CDOS OR THE TRIGGERING OF CERTAIN 
STRUCTURAL PROTECTIONS BUILT INTO CDOS.                                         

       Pursuant to the investment  management  agreements  between DCM and the
CDOs it manages,  DCM's  management fee from the CDO is generally  subject to a 
"waterfall" structure, under which DCM will not receive all or a portion of its 
fees if, among other things,  the CDO does not have  sufficient cash flows from 
its underlying  collateral  (such as corporate  bonds or bank loans) to pay the 
required interest on the notes it has issued to investors and certain expenses. 
This could occur if there are  defaults by issuers of the  collateral  on their 
payments of principal or interest  relating to the  collateral.  In that event, 
DCM's  management  fees would be deferred  until funds are available to pay the 
fees, if such funds become  available.  In addition,  many CDOs have structural 
provisions meant to protect investors from  deterioration in the credit quality 
of the underlying  collateral  pool. If those  provisions  are triggered,  then 
certain portions of DCM's management fees may be deferred indefinitely.         

       DCM MAY BE UNABLE TO INCREASE ITS ASSETS UNDER MANAGEMENT IN CERTAIN OF
ITS  INVESTMENT  VEHICLES,  OR IT MAY HAVE TO REDUCE  SUCH  ASSETS,  BECAUSE OF 
CAPACITY CONSTRAINTS.                                                           

       A number of DCM's  investment  vehicles  are  limited  in the amount of
client  assets  they  can  accommodate  by  the  amount  of  liquidity  in  the 
instruments traded by such vehicles, the arbitrage  opportunities  available in 
those instruments,  or other factors.  Thus, DCM may manage investment vehicles 
that are  relatively  successful  but that  cannot  accept  additional  capital 
because of such constraints.  In addition,  DCM might have to reduce the amount 

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of assets  managed  in  investment  vehicles  that face  capacity  constraints. 
Changes in the fixed income markets could materially  reduce capacity,  such as 
an  increase  in the  number  of  asset  managers  using  the  same or  similar 
strategies as DCM.                                                              

       THE FIXED INCOME INVESTMENT MANAGEMENT MARKET IS HIGHLY COMPETITIVE AND
DCM MAY LOSE CLIENT  ASSETS DUE TO  COMPETITION  FROM OTHER ASSET  MANAGERS WHO 
HAVE  GREATER  RESOURCES  THAN DCM DOES OR WHO ARE ABLE TO OFFER  SERVICES  AND 
PRODUCTS AT MORE COMPETITIVE PRICES.                                            

       The alternative asset management industry is highly  competitive.  Many
firms offer similar and additional  investment management products and services 
to the same clients that DCM targets.  DCM currently focuses almost exclusively 
on fixed income securities and related financial instruments in managing client 
accounts. DCM has limited experience in investing in equity securities. This is 
in contrast to numerous  other asset  managers  with  comparable  assets  under 
management, which have significant background and experience in both the equity 
and debt markets.  In addition,  many of DCM's  competitors  have or may in the 
future  develop  greater   financial  and  other   resources,   more  extensive 
distribution capabilities, more effective marketing strategies, more attractive 
fund structures and broader name recognition.  DCM's competitors may be able to 
use these resources and capabilities to place DCM at a competitive disadvantage 
in  retaining   assets  under   management  and  achieving   increased   market 
penetration.  Also, DCM may be at a disadvantage  in competing with other asset 
managers that are subject to less  regulation and thus less restricted in their 
client  solicitation  and  portfolio  management  activities,  and  DCM  may be 
competing  for  non-U.S.  clients  with  asset  managers  that are based in the 
jurisdiction of the prospective  client's  domicile.  Because barriers to entry 
into the alternative asset management  business are low, DCM may face increased 
competition  from many new entrants  into DCM's  relatively  limited  market of 
providing  fixed income asset  management  services to  institutional  clients. 
Also, DCM is a relatively recent entrant into the REIT management  business and 
DCM  competes  in this  area  against  numerous  firms  that are  larger,  more 
experienced or both.                                                            

       Additionally,  if other asset  managers  offer services and products at
more  competitive  prices than DCM offers,  DCM may not be able to maintain its 
current fee structure.  Although  DCM's  investment  management  fees vary from 
product to product,  historically DCM has competed primarily on the performance 
of its products and not on the level of its investment management fees relative 
to those of its competitors.  In recent years,  however,  despite the fact that 
alternative  asset  managers  typically  charge  higher  fees than  traditional 
managers,  particularly with respect to hedge funds and similar products, there 
has  been a trend  toward  lower  fees in the  investment  management  industry 
generally. In order to maintain its fee structure in a competitive environment, 
DCM must be able to continue to provide  clients  with  investment  returns and 
service that make  investors  willing to pay DCM's fees.  DCM cannot assure you 
that it will  succeed in  providing  investment  returns and service  that will 
allow DCM to maintain its current fee structure.  Fee reductions on existing or 
future  business  could have a material  adverse effect on DCM's profit margins 
and results of operations.                                                      

       CHANGES IN LAWS,  REGULATIONS OR GOVERNMENT  POLICIES  AFFECTING  DCM'S
BUSINESSES  COULD LIMIT ITS REVENUES,  INCREASE ITS COSTS OF DOING BUSINESS AND 
MATERIALLY AND ADVERSELY AFFECT ITS BUSINESS.                                   

       DCM's  business is subject to  extensive  government  regulation.  This
regulation  is primarily at the federal  level,  through  regulation by the SEC 
under the  Investment  Advisers Act of 1940, as amended,  and regulation by the 
Commodity  Futures Trading  Commission,  or CFTC, under the Commodity  Exchange 
Act, as amended.  DCM is also  regulated by state  regulators.  The  Investment 
Advisers Act imposes  numerous  obligations  on investment  advisers  including 
anti-fraud  prohibitions,  advertising  and  custody  requirements,  disclosure 
obligations,  compliance  program  duties and  trading  restrictions.  The CFTC 
regulates commodity futures and option markets and imposes numerous obligations 
on the industry.  DCM is registered  with the CFTC as both a commodity  trading 
advisor  and a  commodity  pool  operator  and  certain  of its  employees  are 
registered  with the CFTC as "associated  persons." DCM is also a member of the 
National Futures  Association,  the  self-regulatory  organization for the U.S. 
commodity futures industry,  and thus subject to its regulations.  If DCM fails 
to comply with applicable  laws or regulations,  DCM could be subject to fines, 
censure,  suspensions of personnel or other sanctions,  including revocation of 
its  registration  as an  investment  adviser,  commodity  trading  advisor  or 
commodity pool operator.  Changes in laws,  regulations or government  policies 
could limit DCM's revenues, increase its costs of doing business and materially 
adversely affect its business.                                                  

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       Although DCM is not  currently  directly  regulated  outside the United
States, the non-U.S.  domiciled investment funds that DCM manages are regulated 
in the  jurisdiction  of their  domicile.  Changes  in the  laws or  government 
policies of these foreign  jurisdictions  could limit DCM's revenues from these 
funds,  increase  DCM's  costs of doing  business  in these  jurisdictions  and 
materially  adversely  affect DCM's business.  Furthermore,  if DCM expands its 
business into foreign  jurisdictions  and  establishes  offices or subsidiaries 
overseas, it could become subject to non-U.S. laws and government policies.     

       The  level of  investor  participation  in DCM's  products  may also be
affected by the regulatory and  self-regulatory  requirements  and restrictions 
applicable  to  DCM's   products  and   investors,   the  financial   reporting 
requirements imposed on DCM's investors and financial  intermediaries,  and the 
tax  treatment  of DCM's  products.  Adverse  changes in any of these areas may 
result in a loss of  existing  investors  or  difficulties  in  attracting  new 
investors.                                                                      

OTHER RISKS 

       WE MAY NOT BE ABLE TO  ADEQUATELY  PROTECT OUR  INTELLECTUAL  PROPERTY,
WHICH COULD HARM THE VALUE OF OUR BRANDS AND HURT OUR BUSINESS.                 

       Our  intellectual  property is material to the conduct of our business.
We rely on a  combination  of  trademarks,  copyrights,  service  marks,  trade 
secrets  and  similar  intellectual  property  rights to protect our brands and 
other intellectual  property.  The success of our business strategy depends, in 
part, on our continued ability to use our existing trademarks and service marks 
in order to increase brand awareness and further  develop our branded  products 
in both  existing and new markets.  If our efforts to protect our  intellectual 
property are not adequate,  or if any third party  misappropriates or infringes 
on our intellectual property,  either in print or on the Internet, the value of 
our brands may be harmed,  which  could have a material  adverse  effect on our 
business,  including  the failure of our brands to achieve and maintain  market 
acceptance. This could harm our image, brand or competitive position and, if we 
commence litigation to enforce our rights,  cause us to incur significant legal 
fees.                                                                           

       We franchise our restaurant brands to various franchisees. While we try
to  ensure  that  the  quality  of  our  brands  is  maintained  by  all of our 
franchisees,  we cannot assure you that these franchisees will not take actions 
that hurt the  value of our  intellectual  property  or the  reputation  of the 
Arby's restaurant  system. We have registered certain trademarks and have other 
trademark  registrations  pending in the  United  States  and  certain  foreign 
jurisdictions. The trademarks that we currently use have not been registered in 
all of the  countries  outside of the United  States in which we do business or 
may do  business  in the  future  and may never be  registered  in all of these 
countries.  We cannot assure you that all of the steps we have taken to protect 
our  intellectual  property in the United States and foreign  countries will be 
adequate.  The  laws of some  foreign  countries  do not  protect  intellectual 
property rights to the same extent as the laws of the United States.            

       In  addition,  we cannot  assure you that third  parties will not claim
infringement by us in the future. Any such claim,  whether or not it has merit, 
could  be  time-consuming,   result  in  costly  litigation,  cause  delays  in 
introducing  new menu items or investment  products or require us to enter into 
royalty or  licensing  agreements.  As a result,  any such claim could harm our 
business  and  cause a decline  in our  results  of  operations  and  financial 
condition.                                                                      

       ONE OF OUR  SUBSIDIARIES  REMAINS  CONTINGENTLY  LIABLE WITH RESPECT TO
CERTAIN OBLIGATIONS RELATING TO A BUSINESS THAT WE HAVE SOLD.                   

       In July 1999,  we sold 41.7% of our then  remaining  42.7%  interest in
National Propane Partners,  L.P. and a sub-partnership,  National Propane, L.P. 
to Columbia  Energy Group,  and retained less than a 1% special limited partner 
interest in AmeriGas Eagle Propane,  L.P.  (formerly known as National Propane, 
L.P.  and  as  Columbia  Propane,  L.P.).  As  part  of  the  transaction,  our 
subsidiary,  National  Propane  Corporation,  agreed  that  while it  remains a 
special limited  partner of AmeriGas,  it would indemnify the owner of AmeriGas 
for any  payments the owner makes under  certain debt of AmeriGas  (aggregating 
approximately  $138  million as of October 1,  2006),  if AmeriGas is unable to 
repay or  refinance  such  debt,  but only  after  recourse  to the  assets  of 
AmeriGas.  Either National Propane  Corporation or AmeriGas Propane,  L.P., the 
owner of  AmeriGas,  may require  AmeriGas to  repurchase  the special  limited 
partner  interest.  However,  we believe it is unlikely that either party would 

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require repurchase prior to 2009 as either AmeriGas Propane,  L.P. would owe us 
tax indemnification  payments or we would accelerate payment of deferred taxes, 
which amount to approximately  $36.0 million as of October 1, 2006,  associated 
with our sale of the propane business.                                          

       Although we believe that it is unlikely  that we will be called upon to
make any payments under the indemnification described above, if we are required 
to make such payments it could have a material  adverse effect on our financial 
position and results of operations.                                             

       CHANGES IN  GOVERNMENTAL  REGULATION MAY ADVERSELY  AFFECT OUR EXISTING
AND FUTURE OPERATIONS AND RESULTS.                                              

       Certain of our current and past  operations are or have been subject to
federal,  state and local  environmental  laws and  regulations  concerning the 
discharge, storage, handling and disposal of hazardous or toxic substances that 
provide for  significant  fines,  penalties and  liabilities,  in certain cases 
without regard to whether the owner or operator of the property knew of, or was 
responsible for, the release or presence of such hazardous or toxic substances. 
In  addition,  third  parties may make claims  against  owners or  operators of 
properties for personal  injuries and property damage  associated with releases 
of  hazardous  or toxic  substances.  Although we believe  that our  operations 
comply in all material  respects  with all  applicable  environmental  laws and 
regulations,  we cannot predict what  environmental  legislation or regulations 
will be enacted in the future or how  existing  or future  laws or  regulations 
will be  administered  or  interpreted.  We cannot predict the amount of future 
expenditures  that may be required  in order to comply  with any  environmental 
laws or regulations or to satisfy any such claims.                              

RISKS RELATING TO OUR COMMON STOCK

       WE ARE A HOLDING  COMPANY AND DEPEND ON DIVIDENDS OF AND  DISTRIBUTIONS
FROM OUR SUBSIDIARIES AND OUR CASH OR CASH EQUIVALENTS TO MEET OUR OBLIGATIONS. 

       Because we are a holding  company,  our ability to service debt and pay
dividends,  including  dividends on our Class A common stock and Class B common 
stock, is dependent upon our cash, cash equivalents and short-term  investments 
on hand, cash flows from our subsidiaries,  including loans, cash dividends and 
reimbursement  by  subsidiaries  to us in  connection  with  providing  certain 
management  services and  payments by  subsidiaries  under  certain tax sharing 
agreements.  For the nine months ended October 1, 2006,  the  distributed  cash 
flow from our  subsidiaries  was inadequate to cover all of the expenses of our 
holding company.  Accordingly, we may need to use our cash and cash equivalents 
or income from other  investments  we may make to pay  dividends  on our common 
stock and  preferred  stock (if any) and  interest  and  principal  on our debt 
securities.                                                                     

       Under  the  terms  of  the  Arby's  Restaurant  Holdings,   LLC  credit
agreement, there are restrictions on the ability of Arby's Restaurant Holdings, 
LLC and its  subsidiaries to pay dividends and/or make loans or advances to us. 
The ability of any of our  subsidiaries to pay cash dividends and/or make loans 
or advances  to us is also  dependent  upon the  respective  abilities  of such 
entities to achieve  sufficient cash flows after  satisfying  their  respective 
cash  requirements,  including  debt  service,  to enable  the  payment of such 
dividends or the making of such loans or advances.                              

       THE THEN CURRENT  HOLDERS OF OUR COMMON STOCK MAY EXPERIENCE A DILUTION
IN THE VALUE OF THEIR  EQUITY  INTEREST AS A RESULT OF THE ISSUANCE AND SALE OF 
ADDITIONAL SHARES OF OUR COMMON STOCK.                                          

       We may decide to raise  additional funds through public or private debt
or equity financing to fund our operations. If we raise funds by issuing equity 
securities,  the percentage  ownership of then current  securityholders will be 
reduced and the new equity  securities  may have rights  senior to those of the 
then  outstanding  common stock.  This dilution could be significant  depending 
upon the type of financing obtained and the terms of such financing.            

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       SHARES OF OUR COMMON STOCK OR PREFERRED  STOCK ELIGIBLE FOR PUBLIC SALE
COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR CLASS A COMMON STOCK AND CLASS B 
COMMON STOCK,  SERIES 1, AND ANY OTHER OF OUR SECURITIES  THAT MAY BE LISTED IN 
THE FUTURE.                                                                     

       The market price of our Class A common stock and Class B common  stock,
Series 1, and any  other of our  securities  that may be  listed in the  future 
could decline as a result of sales of a large number of shares in the market in 
the future or market perception that such sales could occur, including sales or 
distributions of shares by one or more of our large  securityholders  or by our 
controlling securityholder. These factors could also make it more difficult for 
us to raise funds  through  offerings of equity  securities  in the future at a 
time and at a price that we deem  appropriate.  As of October 31,  2006,  there 
were 27,913,475 shares of our Class A common stock and 61,002,156 shares of our 
Class B common  stock,  Series  1,  outstanding.  All of the  shares of Class A 
common  stock  and Class B common  stock,  Series  1, are  freely  transferable 
without restriction or further  registration under the federal securities laws, 
except for any shares held by our affiliates, sales of which will be limited by 
Rule 144 under the Securities Act absent registration under the Securities Act, 
and except for the shares covered by this prospectus.                           

       WE HAVE OUTSTANDING A SUBSTANTIAL  AMOUNT OF STOCK OPTIONS  EXERCISABLE
INTO OUR CLASS A COMMON STOCK AND CLASS B COMMON STOCK, SERIES 1.               

       As of October 1, 2006,  options  to  purchase  3,788,000  shares of our
Class A common stock and 15,290,000 shares of our Class B common stock,  Series 
1, were  outstanding  under our equity  participation  plans for our directors, 
officers,  key employees and consultants and there were 487,136 shares of Class 
A  common  stock  and  2,232,980  shares  of Class B common  stock,  Series  1, 
available  for  future  grant.  In  addition,  there were  99,000  and  486,000 
contingently  issuable  restricted  shares of Class A common  stock and Class B 
common stock, respectively,  as of October 1, 2006. The exercise of outstanding 
options or the future issuance of options (and the exercise of such options) or 
restricted stock will dilute the beneficial ownership of holders of our Class A 
common stock and Class B common stock, Series 1.                                

       THE PRICE OF OUR CLASS A COMMON STOCK AND CLASS B COMMON STOCK,  SERIES
1, MAY FLUCTUATE SIGNIFICANTLY.                                                 

       The price of our Class A common stock and Class B common stock,  Series
1, on the New York Stock Exchange constantly changes. We expect that the market 
price of our  Class A common  stock and  Class B common  stock,  Series 1, will 
continue to fluctuate.  Our stock prices can fluctuate as a result of a variety 
of factors, many of which are beyond our control. These factors include:        

       o     significant  acquisitions  or  business  combinations,  strategic
             partnerships,   joint  ventures  or  capital  commitments  by  or
involving us or our competitors;                    

       o     failure to  integrate  our  acquisitions  or realize  anticipated
benefits from our acquisitions;                     

       o     competition, including pricing pressures, the potential impact of
             competitors'  new  units  on  sales  by  Arby's  restaurants  and
             consumers' perceptions of the relative quality, variety and value
of the food products offered;                       

o     market acceptance of new product offerings;               

o     new product and concept development by competitors;       

       o     changing  trends in consumer  tastes and  preferences  (including
             changes  resulting from health or safety concerns with respect to
             the  consumption  of beef,  french  fries  or other  foods or the
             effects of food-borne  illnesses) and in spending and demographic
patterns;                                           

       o     the ability of franchisees to open new  restaurants in accordance
             with their  development  commitments,  including  the  ability of
franchisees to finance restaurant development;      

o     delays in opening new restaurants or completing remodels; 

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       o     anticipated and unanticipated  restaurant  closures by us and our
franchisees;                                        

       o     availability of qualified personnel to us and to our franchisees;

o     changes in government regulations;                        

  o     changes in applicable accounting policies and practices; and

       o     geopolitical  conditions  such as acts or threats of terrorism or
military conflicts.                                 

       General market fluctuations,  industry factors and economic conditions,
such as economic  slowdowns,  recessions or interest  rate changes,  also could 
cause our stock price to fluctuate. See "Forward-Looking Statements."           

       In  addition,  the stock  market in  general  has  experienced  extreme
volatility  that has often been  unrelated to the  operating  performance  of a 
particular  company.  These broad market  fluctuations may adversely affect the 
market price of our Class A common stock and Class B common stock, Series 1.    

FORWARD-LOOKING STATEMENTS                                      

       Some of the statements  contained in this prospectus or incorporated by
reference into this prospectus are  "forward-looking  statements"  that involve 
risks,  uncertainties  and  assumptions  with  respect  to us,  including  some 
statements  concerning the transactions  described in this  prospectus,  future 
results,  plans,  goals and other  events  which have not yet  occurred.  These 
statements are intended to qualify for the safe harbors from liability provided 
by Section 27A of the  Securities  Act and Section 21E of the Exchange Act. You 
can find many  (but not all) of these  statements  by  looking  for words  like 
"will," "may,"  "believes,"  "expects,"  "anticipates,"  "forecast,"  "future," 
"intends," "plans" and "estimates" and for similar expressions.                 

       These forward-looking statements are based on our current expectations,
speak only as of the date of this prospectus and are susceptible to a number of 
risks,  uncertainties  and other factors.  Our actual results,  performance and 
achievements  may differ  materially  from any future  results,  performance or 
achievements expressed or implied by such forward-looking statements. For those 
statements,  we claim the  protection of the  safe-harbor  for  forward-looking 
statements  contained in the  Securities  Litigation  Reform Act of 1995.  Many 
important factors could affect our future results and could cause those results 
to differ  materially  from those expressed in the  forward-looking  statements 
contained in this prospectus. Such factors include, but are not limited to, the 
following:                                                                      

       o     competition, including pricing pressures and the potential impact
     of competitors' new units on sales by Arby's restaurants;

       o     consumers' perceptions of the relative quality, variety and value
of the food products we offer;                      

o     success of operating initiatives;                         

o     development costs;                                        

o     advertising and promotional efforts;                      

o     brand awareness;                                          

o     the existence or absence of positive or adverse publicity;

       o     new product and concept  development  by us and our  competitors,
             and market acceptance of such new product offerings and concepts;

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       o     changes in consumer  tastes and  preferences,  including  changes
             resulting  from concerns over  nutritional  or safety  aspects of
             beef,  poultry,  french  fries or other  foods or the  effects of
             food-borne   illnesses  such  as  "mad  cow  disease"  and  avian
influenza or "bird flu";                            

o     changes in spending patterns and demographic trends;      

       o     adverse economic  conditions,  including high unemployment rates,
             in geographic regions that contain a high concentration of Arby's
restaurants;                                        

o     the business and financial viability of key franchisees;  

o     the timely payment of franchisee obligations due to us;   

       o     availability,   location  and  terms  of  sites  for   restaurant
development by us and our franchisees;              

       o     the  ability  of our  franchisees  to  open  new  restaurants  in
             accordance  with their  development  commitments,  including  the
     ability of franchisees to finance restaurant development;

o     delays in opening new restaurants or completing remodels; 

       o     the  timing  and  impact  of  acquisitions  and  dispositions  of
restaurants;                                        

       o     our  ability  to  successfully   integrate  acquired   restaurant
operations;                                         

       o     anticipated or  unanticipated  restaurant  closures by us and our
franchisees;                                        

       o     our ability to identify, attract and retain potential franchisees
             with sufficient experience and financial resources to develop and
operate Arby's restaurants successfully;            

       o     changes  in  business  strategy  or  development  plans,  and the
          willingness of our franchisees to participate in our strategy;

       o     business  abilities  and  judgment  of our and  our  franchisees'
management and other personnel;                     

       o     availability of qualified  restaurant  personnel to us and to our
franchisees;                                        

       o     our ability, if necessary, to secure alternative  distribution of
             supplies  of  food,   equipment  and  other  products  to  Arby's
             restaurants at competitive rates and in adequate amounts, and the
             potential   financial   impact  of  any   interruptions  in  such
distribution;                                       

       o     changes   in   commodity   (including   beef),   labor,   supply,
             distribution  and other operating costs and availability and cost
of insurance;                                       

o     adverse weather conditions;                               

       o     significant  reductions  in our client  assets  under  management
             (which  would  reduce  our  advisory  fee  revenue),  due to such
             factors as weak performance of our investment products (either on
             an  absolute  basis  or  relative  to our  competitors  or  other
             investment   strategies),   substantial   illiquidity   or  price
             volatility in the fixed income instruments that we trade, loss of
             key  portfolio   management  or  other   personnel  (or  lack  of
             availability   of   additional   key   personnel  if  needed  for
             expansion),  reduced  investor demand for the types of investment
             products we offer, and loss of investor confidence due to adverse
publicity;                                          

       o     increased  competition from other asset managers offering similar
types of products to those we offer;                

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       o     pricing  pressure on the advisory fees that we can charge for our
investment advisory services;                       

       o     difficulty in increasing assets under management,  or efficiently
             managing existing assets,  due to  market-related  constraints on
             trading  capacity,  inability  to hire the  necessary  additional
             personnel   or   lack   of   potentially    profitable    trading
opportunities;                                      

       o     our removal as  investment  manager of one or more of the CDOs or
             other accounts we manage,  or the reduction in our CDO management
             fees  because of payment  defaults  by issuers of the  underlying
             collateral or the  triggering of certain  structural  protections
built into CDOs;                                    

       o     availability,  terms  (including  changes in interest  rates) and
deployment of capital;                              

       o     changes  in  legal  or  self-regulatory  requirements,  including
             franchising laws, investment management  regulations,  accounting
             standards, environmental laws, overtime rules, minimum wage rates
and taxation rates;                                 

       o     the   costs,   uncertainties   and   other   effects   of  legal,
environmental and administrative proceedings;       

       o     the impact of general economic conditions on consumer spending or
             securities investing, including a slower consumer economy and the
effects of war or terrorist activities;             

       o     the  payment  of  the  future  installment  of the  special  cash
             dividends  referred  to  elsewhere  herein  and any other  future
             dividends are subject to  applicable  law and will be made at the
             discretion  of our Board based on such  factors as our  earnings,
             financial   condition,   cash  requirements  and  other  factors,
             including  whether  such future  installment  of the special cash
             dividends would result in a material adjustment to the conversion
price of our 5% convertible notes due 2023; and     

       o     other risks and uncertainties  referred to in this prospectus and
             in our other  current and  periodic  filings with the SEC, all of
             which are difficult or impossible to predict  accurately and many
of which are beyond our control.                    

       We will not  undertake  and  specifically  decline  any  obligation  to
publicly  release  the  result  of  any  revisions  which  may be  made  to any 
forward-looking statements to reflect events or circumstances after the date of 
such  statements or to reflect the occurrence of  anticipated or  unanticipated 
events.  In  addition,  it is our  policy  generally  not to make any  specific 
projections  as to  future  earnings,  and we do not  endorse  any  projections 
regarding future performance that may be made by third parties.                 

USE OF PROCEEDS 

       We will not  receive any  proceeds  from the sale of our Class B common
stock, Series 1, by the selling stockholders.                                   

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SELLING STOCKHOLDERS

       The  shares  of our  Class B common  stock,  Series  1, to  which  this
prospectus  relates  are being  registered  for offers and sales by the selling 
stockholders  named below.  We have registered the shares to permit the selling 
stockholders and some of their transferees after the date of this prospectus to 
sell the shares when they deem  appropriate.  We refer to all of these possible 
sellers  as  the  "selling  stockholders"  in  this  prospectus.   The  selling 
stockholders may sell all, a portion or none of their shares at any time.       

       The following  table sets forth  information  regarding the  beneficial
ownership of the Class B common stock, Series 1, by the selling stockholders as 
of December 5, 2006.                                                            

                                                        [Enlarge/Download Table]

                                                                     SHARES OF                                       
                                                                  CLASS B COMMON                                     
                              SHARES OF CLASS B COMMON STOCK,    STOCK, SERIES 1,       SHARES OF CLASS B COMMON     
                               SERIES 1, BENEFICIALLY OWNED      THAT MAY BE SOLD     STOCK, SERIES 1, BENEFICIALLY  
                                   PRIOR TO OFFERING(1)            HEREUNDER(1)           OWNED AFTER OFFERING       
            NAME                 NUMBER           PERCENT                                NUMBER         PERCENT      
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Russell V. Umphenour, Jr.(2)    3,615,856             6.0%            3,614,177          1,679               *       
Dennis E. Cooper                1,471,498             2.6%            1,471,498              -               -       
Thomas A. Garrett               1,229,073(3)          1.7%              691,414        537,659(3)            *       
J. Russell Welch                  947,119             1.6%              947,119              -               -       
Russell V. Umphenour, III         627,259             1.1%              627,259              -               -       
Sharon S. Umphenour               481,355             *                 481,355              -               -       
Sharron L. Barton                 254,219             *                 254,219              -               -       
Cooper Family Partnership         207,783             *                 207,783              -               -       
Deborah K. Pike                   198,453             *                 198,453              -               -       
Michael I. Lippert                132,074(4)          *                 100,553         31,521(4)            *       
Joseph Gondolfo                    14,563             *                  14,563              -               -       
J. David Pipes                    161,471(5)          *                   3,866        157,605(5)            *       
Royal Family Kids Camp            103,891             *                 103,891              -               -       
Michael B. Abt                    100,553             *                 100,553              -               -       
John L. Gray, Jr.                 100,553             *                 100,553              -               -       
Robert P. Rogers                   12,495             *                  12,495              -               -       
Ray Biondi                         10,682             *                  10,682              -               -       
Robert S. Stallings                 3,748             *                   3,748              -               -       
John A. Todd, Jr.                  30,165             *                  30,165              -               -       
Karen G. Samples                   29,589             *                  29,589              -               -       
Gregory L. Hawkins                 20,431             *                  20,431              -               -       
Allison K. Hyer                    20,270             *                  20,270              -               -       
Susan A. Bauer                     20,110             *                  20,110              -               -       
Daniel T. Collins                  20,110             *                  20,110              -               -       
Wendy E. Henderson                 20,110             *                  20,110              -               -       
Jeryl M. McIntyre                  20,110             *                  20,110              -               -       
Melissa M. Strait                  20,110             *                  20,110              -               -       
Michael P. Kovac                   11,658             *                  11,658              -               -       
John M. Davis, Jr.                 11,034             *                  11,034              -               -       
Jason T. Abelkop                   10,908             *                  10,908              -               -       
Patrick S. Herreman                10,215             *                  10,215              -               -       
Thomas L. Stager                   10,055             *                  10,055              -               -       
Lynn P. Alexander                   2,285             *                   2,285              -               -       
Jerry R. Ardizzone                    188             *                     188              -               -       
Cynthia S. Richardson               1,481             *                   1,481              -               -       

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                                                        [Enlarge/Download Table]

                                                                     SHARES OF                                       
                                                                  CLASS B COMMON                                     
                              SHARES OF CLASS B COMMON STOCK,    STOCK, SERIES 1,       SHARES OF CLASS B COMMON     
                               SERIES 1, BENEFICIALLY OWNED      THAT MAY BE SOLD     STOCK, SERIES 1, BENEFICIALLY  
                                   PRIOR TO OFFERING(1)            HEREUNDER(1)           OWNED AFTER OFFERING       
            NAME                 NUMBER           PERCENT                                NUMBER         PERCENT      
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Christopher P. Kuehn                  804             *                     804              -               -       
James M. Hannan                       504             *                     504              -               -       
John S. Dritt                         489             *                     489              -               -       
John A. Odachowski                    489             *                     489              -               -       
Kito O. Cody                          160             *                     160              -               -       
Gary A. Clough                        145             *                     145              -               -       

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

*Less than 1%.                                                  

       (1)  Includes  1,203,372  shares  of  Class B  common  stock, Series 1,
            deposited  in  an  escrow  account  in  connection  with  the  RTM
            acquisition  and  available for sale upon release from such escrow
            account  in  accordance  with  the  terms  thereof.  See  "The RTM
Acquisition."                                         

       (2)  Mr.  Umphenour  became a director  of Triarc on August  11,  2005.
            Since that date,  he has  received an aggregate of 1,679 shares of
            Class B  common  stock,  Series 1, in lieu  of  cash  payments  of
director's fees otherwise payable to him.             

       (3)  Includes  options to purchase 537,659 shares of our Class B common
stock, Series 1, held by Mr. Garre that have vested.  

       (4)  Includes  options to purchase  31,521 shares of our Class B common
stock, Series 1, held by Mr. Lippert that have vested.

       (5)  Includes  options to purchase 157,605 shares of our Class B common
stock, Series 1, held by Mr. Pipes that have vested.  

RELATIONSHIP WITH SELLING STOCKHOLDERS                                          

       All of the shares offered by the selling  stockholders were received by
them in connection with the RTM acquisition. As part of the total consideration 
in the RTM acquisition, we issued 9,684,316 shares of our Class B common stock, 
Series 1, and options to purchase  774,066  shares of our Class B common stock, 
Series 1 (with a  weighted  average  exercise  price of $8.92 per  share).  The 
number of shares and options that were issued to the selling  stockholders  are 
set forth above.  Of the shares that were issued,  a total of 1,203,372  shares 
were deposited in an escrow account in connection with the RTM acquisition. See 
"The RTM Acquisition" for a more detailed description of certain  relationships 
among us and the selling stockholders.                                          

                                                                            29

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PLAN OF DISTRIBUTION

       The selling  stockholders  may sell the securities from time to time on
any stock  exchange  or  automated  interdealer  quotation  system on which the 
securities are listed, in the over-the-counter  market, in privately negotiated 
transactions  or  otherwise,  at fixed  prices that may be  changed,  at market 
prices  prevailing at the time of sale, at prices related to prevailing  market 
prices or at prices otherwise negotiated.                                       

       The selling  stockholders may sell the securities by one or more of the
following methods, without limitation:                                          

       o     block  trades in which the  broker  or  dealer  so  engaged  will
             attempt to sell the securities as agent but may position and sell
             a  portion  of  the  block  as   principal  to   facilitate   the
transaction;                                        

       o     purchases  by a broker  or dealer  as  principal  and sale by the
             broker or dealer for its own account pursuant to this prospectus;

       o     an  exchange  distribution  in  accordance  with the rules of any
stock exchange on which the securities are listed;  

       o     ordinary  brokerage  transactions  and  transactions in which the
broker solicits purchases;                          

o     privately negotiated transactions;                        

o     short sales;                                              

       o     through the writing of options on the securities,  whether or not
the options are listed on an options exchange;      

       o     through  the  distribution  of  the  securities  by  any  selling
 stockholder to its partners, members or stockholders;

       o     one or more  underwritten  offerings on a firm commitment or best
efforts basis; and                                  

o     any combination of any of these methods of sale.          

       We do not know of any arrangements by the selling  stockholders for the
sale of any of the securities.                                                  

       The  selling  stockholders  may engage  brokers  and  dealers,  and any
brokers or dealers may arrange for other brokers or dealers to  participate  in 
effecting sales of the securities.  These brokers,  dealers or underwriters may 
act as principals, or as an agent of a selling stockholder.  Broker-dealers may 
agree with a selling  stockholder to sell a specified  number of the securities 
at a stipulated  price per  security.  If the  broker-dealer  is unable to sell 
securities  acting as agent  for a  selling  stockholder,  it may  purchase  as 
principal any unsold  securities at the stipulated  price.  Broker-dealers  who 
acquire  securities as principals may thereafter  sell the securities from time 
to  time  in  transactions  on any  stock  exchange  or  automated  interdealer 
quotation  system on which the  securities  are then  listed,  at prices and on 
terms  then  prevailing  at  the  time  of  sale,  at  prices  related  to  the 
then-current market price or in negotiated transactions. Broker-dealers may use 
block  transactions  and  sales  to  and  through   broker-dealers,   including 
transactions of the nature described  above. The selling  stockholders may also 
sell the securities in accordance with Rule 144 under the Securities Act rather 
than  pursuant to this  prospectus,  regardless of whether the  securities  are 
covered by this prospectus.                                                     

       From time to time, one or more of the selling  stockholders may pledge,
hypothecate or grant a security interest in some or all of the securities owned 
by them. The pledgees,  secured  parties or persons to whom the securities have 
been hypothecated will, upon foreclosure in the event of default,  be deemed to 
be selling stockholders.  As and when a selling stockholder takes such actions, 
the  number of  securities  offered  under  this  prospectus  on behalf of such 
selling  stockholder  will decrease.  The plan of distribution for that selling 

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stockholder's  securities  will  otherwise  remain  unchanged.  In addition,  a 
selling  stockholder may, from time to time, sell the securities short, and, in 
those instances,  this prospectus may be delivered in connection with the short 
sales and the  securities  offered under this  prospectus  may be used to cover 
short sales.                                                                    

       To the extent required under the Securities  Act, the aggregate  amount
of  selling  stockholders'  securities  being  offered  and  the  terms  of the 
offering,  the names of any agents,  brokers,  dealers or underwriters  and any 
applicable  commission with respect to a particular  offer will be set forth in 
an accompanying prospectus supplement.  Any underwriters,  dealers,  brokers or 
agents  participating  in  the  distribution  of  the  securities  may  receive 
compensation in the form of underwriting discounts, concessions, commissions or 
fees from a selling  stockholder  and/or  purchasers  of selling  stockholders' 
securities  for  whom  they  may act  (which  compensation  as to a  particular 
broker-dealer might be in excess of customary commissions).                     

       The selling  stockholders  and any  underwriters,  brokers,  dealers or
agents that  participate in the distribution of the securities may be deemed to 
be "underwriters"  within the meaning of the Securities Act, and any discounts, 
concessions, commissions or fees received by them and any profit on the sale of 
the  securities  sold by them may be deemed to be  underwriting  discounts  and 
commissions.                                                                    

       A  selling  stockholder  may  enter  into  hedging   transactions  with
broker-dealers  and  the  broker-dealers  may  engage  in  short  sales  of the 
securities in the course of hedging the positions they assume with that selling 
stockholder, including, without limitation, in connection with distributions of 
the securities by those  broker-dealers.  A selling  stockholder may enter into 
option or other transactions with  broker-dealers  that involve the delivery of 
the  securities  offered  hereby  to the  broker-dealers,  who may then sell or 
otherwise  transfer those  securities.  A selling  stockholder may also loan or 
pledge the securities  offered hereby to a broker-dealer  and the broker-dealer 
may sell the securities  offered hereby so loaned or upon a default may sell or 
otherwise transfer the pledged securities offered hereby.                       

       A selling stockholder may enter into derivative transactions with third
parties,  or sell securities not covered by this prospectus to third parties in 
privately  negotiated  transactions.  If the applicable  prospectus  supplement 
indicates,  in connection  with those  derivatives,  the third parties may sell 
securities covered by this prospectus and the applicable prospectus supplement, 
including in short sale transactions. If so, the third party may use securities 
pledged by the selling  stockholder or borrowed from the selling stockholder or 
others to settle  those sales or to close out any related  open  borrowings  of 
stock,  and may  use  securities  received  from  the  selling  stockholder  in 
settlement  of those  derivatives  to close out any related open  borrowings of 
stock. The third party in such sale transactions will be an underwriter and, if 
not  identified  in this  prospectus,  will  be  identified  in the  applicable 
prospectus supplement (or a post-effective amendment).                          

       The selling stockholders and other persons participating in the sale or
distribution of the securities will be subject to applicable  provisions of the 
Exchange Act and the rules and regulations thereunder,  including Regulation M. 
This  regulation  may limit the  timing  of  purchases  and sales of any of the 
securities   by  the   selling   stockholders   and  any  other   person.   The 
anti-manipulation rules under the Exchange Act may apply to sales of securities 
in the market  and to the  activities  of the  selling  stockholders  and their 
affiliates.  Furthermore,  Regulation  M may restrict the ability of any person 
engaged  in the  distribution  of the  securities  to engage  in  market-making 
activities with respect to the particular  securities  being  distributed for a 
period of up to five business days before the distribution.  These restrictions 
may affect the marketability of the securities and the ability of any person or 
entity to engage in market-making activities with respect to the securities.    

       We have  agreed to  indemnify  in  certain  circumstances  the  selling
stockholders  against  certain  liabilities,  including  liabilities  under the 
Securities Act. The selling stockholders have agreed to indemnify us in certain 
circumstances  against certain  liabilities,  including  liabilities  under the 
Securities Act.                                                                 

       The  securities  offered hereby were  originally  issued to the selling
stockholders  in  a  private  placement  pursuant  to  an  exemption  from  the 
registration  requirements  of the  Securities  Act. We agreed to register  the 
securities under the Securities Act and to keep the  registration  statement of 
which this  prospectus is a part  effective for a specified  period of time. We 
have  agreed to pay all  expenses in  connection  with this  offering,  but not 
including  underwriting  discounts,  concessions,  commissions  or  fees of the 
selling  stockholders or their counsel,  or transfer taxes and expenses related 
thereto.                                                                        

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       We will not receive any proceeds  from sales of any  securities  by the
selling stockholders.                                                           

       We cannot assure you that the selling stockholders will sell all or any
portion of the securities offered hereby.                                       

LEGAL MATTERS 

       Certain legal matters  relating to the validity of the securities  will
be passed upon by Paul, Weiss,  Rifkind,  Wharton & Garrison LLP, New York, New 
York.                                                                           

EXPERTS 

       The consolidated  financial statements and financial statement schedule
as of  January 1, 2006 and  January 2, 2005 and for each of the three  years in 
the period ended January 1, 2006 and management's  report on the  effectiveness 
of internal control over financial reporting as of January 1, 2006 incorporated 
by reference into this  prospectus  have been audited by Deloitte & Touche LLP, 
an independent  registered  public  accounting firm, as stated in their reports 
which are  incorporated  herein by reference and have been so  incorporated  in 
reliance upon the reports of such firm given upon their authority as experts in 
accounting and auditing.                                                        

       The consolidated financial statements of Encore Capital Group, Inc. and
management's  report on the  effectiveness  of Encore's  internal  control over 
financial  reporting  appearing in Encore's  Annual Report on Form 10-K for the 
year ended  December 31, 2005,  incorporated  by reference in this  Prospectus, 
have been  audited  by BDO  Seidman,  LLP,  an  independent  registered  public 
accounting  firm,  to the extent and for the periods set forth in their reports 
dated February 16, 2006 incorporated herein by reference,  and are incorporated 
herein in reliance  upon such reports  given upon the authority of said firm as 
experts in auditing and accounting.                                             

       The combined financial statements of RTM Restaurant Group as of May 29,
2005 and May 30,  2004,  and for each of the two years in the period  ended May 
29, 2005,  incorporated herein by reference from our Current Report on Form 8-K 
dated  October  19,  2006 have been  audited by Ernst & Young LLP,  independent 
auditors,  as set forth in their report thereon and  incorporated  by reference 
herein,  and are  incorporated  herein in reliance on such report  given on the 
authority of such firm as experts in accounting and auditing.                   

                                                                            32

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
		3/11/07		8
		12/29/06		4					4,  8-K/A
Filed on:		12/22/06							4,  S-8
		12/21/06		1					4,  4/A,  8-K,  8-K/A
		12/20/06		1		10			4
		12/15/06		3		10			4,  8-K
		12/5/06		8		28
		11/19/06		8
		11/16/06		3					4,  8-K
		11/15/06		3					4,  8-K
		11/14/06		8		10			4,  8-K
		11/13/06		3					10-Q,  4,  8-K
		11/9/06		9		10			4,  8-K
		11/1/06		4
		10/31/06		24
		10/25/06		3					8-K
		10/22/06		8
		10/19/06		3		32			8-K,  S-3/A
		10/2/06		7					4
		10/1/06		3		24			10-Q
		9/29/06		4
		9/20/06		3					8-K
		8/11/06		3					10-Q,  4,  8-K
		7/30/06		8
		7/14/06		8
		7/2/06		3					10-Q
		6/12/06		7
		6/7/06		3					4,  8-K,  DEF 14A
		5/12/06		3					10-Q,  8-K
		5/11/06		3					4,  8-K
		5/7/06		8
		5/2/06		3					4,  8-K
		4/30/06		8
		4/17/06		3					3,  4,  8-K
		4/13/06		9					4
		4/5/06		3					8-K
		4/3/06		3					10-K,  4,  8-K
		4/2/06		3					10-Q
		3/20/06		3					8-K,  NT 10-K
		3/1/06		8
		2/28/06		7
		2/16/06		32					SC 13G
		2/13/06		3					4/A,  8-K,  SC 13G
		2/9/06		3					8-K
		2/6/06		3					8-K
		2/3/06		3					8-K,  SC 13D/A
		1/27/06		3					8-K
		1/26/06		8					4,  8-K
		1/5/06		3					8-K
		1/1/06		3		32			10-K,  NT 10-K
		12/31/05		32
		11/1/05		8		10
		8/22/05		7
		8/11/05		29					3,  4,  8-K
		7/25/05		1		7			8-K,  8-K/A
		5/29/05		32
		1/2/05		32					10-K
		5/30/04		32
		8/11/03		3					3,  4,  8-A12B,  8-K
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