Edgar Filing: WENDY'S/ARBY'S GROUP, INC.

c55880_sctota.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

SCHEDULE TO/A
(Amendment No. 2)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
______________________

WENDY’S/ARBY’S GROUP, INC.
(Name of Subject Company (Issuer))
______________________

Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.
Trian Partners GP, L.P.
Trian Partners General Partner, LLC
Trian Partners Parallel Fund I General Partner, LLC
Trian Partners Parallel Fund II GP, L.P.
Trian Partners Parallel Fund II General Partner, LLC
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Nelson Peltz
Peter W. May
Edward P. Garden
(Name of Filing Persons (Purchasers))
______________________

CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)

950587105
(CUSIP Number of Class of Securities)

Brian L. Schorr, Esq.
Chief Legal Officer
Trian Fund Management, L.P.
280 Park Avenue
New York, New York 10017
(212) 451-3000

Copy to:
Dennis J. Block, Esq.
William P. Mills, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
______________________


Calculation of Filing Fee
Transaction Valuation*		Amount of Filing Fee
$166,000,000		$6,523.80

__________________

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 40,000,000 shares of the subject company (number of shares sought) by $4.15 (the tender offer price per share).
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
       Amount Previously Paid: $6,523.80
         Filing Party: Trian Partners Master Fund, L.P.
         Form or Registration Number: Schedule TO-T
         Date Filed: November 6, 2008
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x     third-party tender offer subject to Rule 14d-1.
o      issuer tender offer subject to Rule 13e-4.
o      going private transaction subject to Rule 13e-3.
x     amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Combined Amendment No. 2 to Schedule TO and Amendment No. 32 to Schedule 13D

This Amendment No. 2 to Schedule TO and Amendment No. 32 to Schedule 13D is being filed on behalf of Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Master Fund”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian Partners Parallel Fund II, L.P., a Delaware limited partnership ("Parallel Fund II" and collectively with Trian Onshore, Trian Master Fund and Parallel Fund I, the “Purchaser”), Trian Partners GP, L.P., a Delaware limited partnership (“Trian GP”), Trian Partners General Partner, LLC, a Delaware limited liability company (“Trian GP LLC”), Trian Partners Parallel Fund I General Partner, LLC, a Delaware limited liability company (“Parallel Fund I GP”), Trian Partners Parallel Fund II GP, L.P., a Delaware limited partnership ("Parallel Fund II GP"), Trian Partners Parallel Fund II General Partner, LLC, a Delaware limited liability company ("Parallel Fund II LLC"), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”, and together with the foregoing, the “Trian Entities”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Filing Persons”), relating to the offer by the Purchaser to purchase up to 40,000,000 shares of Class A Common Stock, par value $0.10 per share, (the “Shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), at a price of $4.15 per Share, net to the seller in cash, without interest (subject to any required withholding of taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 6, 2008, and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO and Amendment No. 30 to Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on November 6, 2008, as amended by Amendment No. 1 to Schedule TO and Amendment No. 31 to Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on November 26, 2008.

As permitted by General Instruction G to Schedule TO, this Amendment No. 2 to Schedule TO also amends and supplements the Schedule 13D dated October 13, 1992 (the “Original Statement”), as amended and restated by Amendment No. 6 dated May 3, 1993, as amended by Amendment No. 7 dated February 14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May 4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July 1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19 dated July 23, 2004, as amended by Amendment No. 20 dated May 23, 2005, as amended by Amendment No. 21 dated January 6, 2006, as amended by Amendment No. 22 dated February 23, 2006, as amended by Amendment No. 23 dated December 26, 2006, as amended by Amendment No. 24 dated April 23, 2008, as amended by Amendment No. 25 dated September 16, 2008, as amended by Amendment No. 26 dated September 22, 2008, as amended by Amendment No. 27 dated September 24, 2008, as amended by Amendment No. 28 dated September 29, 2008, as amended by Amendment No. 29 dated October 8, 2008, as amended by Amendment No. 30 dated November 6, 2008, and as amended by Amendment No. 31 dated November 25, 2008 (the Original Statement, as so amended shall be known as the “Statement”), with respect to the Class A Common Stock, par value $.10 per share, of Triarc Companies, Inc. (“Triarc”) (through September 29, 2008, the date of the closing of the acquisition of Wendy’s described in Item 4) and of the Company (as defined below) for periods commencing on or after September 30, 2008 (the “Class A Common Stock”), and, for periods prior to September 30, 2008, the Class B Common Stock, Series 1, par value $.10 per share, of Triarc (the “Class B Common Stock”), of Wendy’s/Arby’s Group, Inc. (formerly known as Triarc Companies, Inc., a Delaware corporation and successor by merger to Triarc Companies, Inc., an Ohio corporation formerly named DWG Corporation (the “Company”)). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement.

Amendment No. 32 to Schedule 13D


1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	NELSON PELTZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
		8	SHARED VOTING POWER (See Item 5)
			51,659,612 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			15,901,582 (Class A Common Stock)
		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	51,659,612 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.00% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	PETER W. MAY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
		8	SHARED VOTING POWER (See Item 5)
			51,552,797 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			8,220,114 (Class A Common Stock)
		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	51,552,797 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.97% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	EDWARD P. GARDEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			196,425 (Class A Common Stock)
		8	SHARED VOTING POWER (See Item 5)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			196,425 (Class A Common Stock)
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,424,176 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.84% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Fund Management, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3454182
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Fund Management GP, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3454087
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners GP, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3453775
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners General Partner, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3453595
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			27,227,751 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			27,227,751 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3453988
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			6,430,910 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			6,430,910 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	6,430,910 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.37% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners Master Fund, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	98-0468601
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			20,064,053 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			20,064,053 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	20,064,053 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.27% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund I, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3694154
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			576,776 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			576,776 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	576,776 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.12% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund I General Partner, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3694293
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			576,776 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			576,776 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	576,776 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.12% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund II, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	87-0763105
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			130,691 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			130,691 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	130,691 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund II GP, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	87-0763102
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			130,691 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			130,691 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	130,691 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	PN

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.


1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund II General Partner, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	87-0763099
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [_]
				(b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT			[_]
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
			0
		8	SHARED VOTING POWER (See Item 5)
			130,691 (Class A Common Stock)
		9	SOLE DISPOSITIVE POWER (See Item 5)
			0
		10	SHARED DISPOSITIVE POWER (See Item 5)
			130,691 (Class A Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	130,691 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN			[_]
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	OO

_________________

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

Amendment No. 2 to Schedule TO

This Amendment No. 2 to Schedule TO (this “Amendment”), amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 6, 2008 (the “Original Schedule TO”) as amended on November 26, 2008 (the Original Schedule TO, as so amended, the “Schedule TO”) by Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (collectively, the “Purchaser”) relating to the tender offer by Purchaser for up to 40,000,000 shares of common stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), at a price of $4.15 per Share, net to the seller in cash, without interest (subject to any required withholding of taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 6, 2008, as amended, and in the related Letter of Transmittal, copies of which are attached to the Original Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Item 1. Summary Term Sheet.
Item 4. Terms of the Transaction.

Item 1 and Item 4 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and the related letter of transmittal, are hereby amended as follows

The response to the question “What are the most important conditions to the offer?” in the section entitled “Summary Term Sheet” of the Offer to Purchase and Section 13 of the Offer to Purchase are hereby amended by adding the following at the end thereof:

“On December 5, 2008, we waived, to the extent any such declines have occurred to date, the conditions to the offer that there shall not have been (i) any decline in either the Dow Jones Industrial Average, or the Standard & Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 10% measured from the close of business on November 5, 2008 or any material adverse change in the market price in the Wendy’s/Arby’s shares or (ii) a 10% decrease, measured from the close of trading on November 5, 2008 in the market price for the Wendy’s/Arby’s shares or in the general level of market prices for equity securities in the United States.”

Item 12. Exhibits.

Item 12 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase and the related letter of transmittal, is hereby amended and supplemented by adding the following exhibit hereto:

(a)(1)(J) Press Release issued December 5, 2008

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2008


	TRIAN PARTNERS, L.P.
	By:	Trian Partners GP, L.P., its general partner

	By:	Trian Partners General Partner, LLC, its general
		partner

	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member

	TRIAN PARTNERS MASTER FUND, L.P.
	By:	Trian Partners GP, L.P., its general partner

	By:	Trian Partners General Partner, LLC, its general
		partner

	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member

	TRIAN PARTNERS PARALLEL FUND I, L.P.
	By:	Trian Partners Parallel Fund I General Partner LLC,
		its general partner

	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member


	TRIAN PARTNERS PARALLEL FUND II, L.P.

	By:	Trian Partners Parallel Fund II GP, L.P., its general
		partner

	By:	Trian Partners Parallel Fund II General Partner, LLC,
		its general partner


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member



	TRIAN PARTNERS GP, L.P.

	By:	Trian Partners General Partner, LLC, its general
		partner


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member



	TRIAN PARTNERS GENERAL PARTNER, LLC


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member



	TRIAN PARTNERS PARALLEL FUND I
	GENERAL PARTNER, LLC


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member



	TRIAN PARTNERS PARALLEL FUND II GP, L.P.

	By:	Trian Partners Parallel Fund II General Partner, LLC,
		its general partner


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member


	TRIAN PARTNERS PARALLEL FUND II
	GENERAL PARTNER, LLC


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member



	TRIAN FUND MANAGEMENT, L.P.

	By:	Trian Fund Management GP, LLC, its general partner


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member



	TRIAN FUND MANAGEMENT GP, LLC


	By:	/s/ Edward P. Garden
		Name: Edward P. Garden
		Title: Member


	/s/ Nelson Peltz
	Nelson Peltz



	/s/ Peter W. May
	Peter W. May



	/s/ Edward P. Garden
	Edward P. Garden

EXHIBIT INDEX


Exhibit		Description

(a)(1)(A)		Offer to Purchase, dated November 6, 2008.^*

(a)(1)(B)		Letter of Transmittal.^*

(a)(1)(C)		Notice of Guaranteed Delivery. ^*

(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. ^*

(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. ^*

(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. ^*

(a)(1)(G)		Press Release issued November 6, 2008. ^*

(a)(1)(H)		Summary Advertisement. ^*

(a)(1)(I)		Website established by Information Agent—http://www.innisfreema.com. ^*

(a)(1)(J)		Press Release issued December 5, 2008.

(b)		Form of Prime Brokerage Agreement. ^*

(d)(1)		Third Amended and Restated Credit Agreement, dated as of April 2, 2001, as amended, by and between Nelson Peltz and Claudia Peltz, and Bank of America, N.A., formerly known as NationsBank, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006. ^*

(d)(2)		Credit Agreement, dated as of January 18, 1996, as amended, by and between Peter W. May and Leni May, and NationsBank, N.A., now known as Bank of America, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006. ^*

(d)(3)		Pledge and Security Agreement, dated July 23, 2004, as amended, made by Nelson Peltz, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 30 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006. ^*

(d)(4)		Pledge and Security Agreement, dated April 2, 2003, as amended, made by Peter W. May, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 31 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004. ^*

(d)(5)		Voting Agreement, dated July 23, 2004, by and between Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 29 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004. ^*

^{_____________________________}

^*Previously Filed


(d)(6)		Agreement, dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden. ^*

(g)		Not Applicable.

(h)		Not Applicable.