TRIARC COMPANIES INC.

As filed with the Securities and Exchange Commission on June 2, 2008

Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

F ORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

5812
(Primary Standard Industrial
Classification Code Number)

38-0471180
(I.R.S. Employer
Identification Number)

1155 Perimeter Center West
Atlanta, Georgia 30338
(678) 514-4100
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Nils H. Okeson
Senior Vice President, General Counsel and Secretary
Triarc Companies, Inc.
1155 Perimeter Center West
Atlanta, Georgia 30338
(678) 514-4100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Paul D. Ginsberg John C. Kennedy Jeffrey D. Marell Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000		Leon M. McCorkle, Jr. Executive Vice President, General Counsel and Secretary Wendy’s International, Inc. 4288 West Dublin-Granville Road Dublin, OH 43017-0256 (614) 764-3100		Rick L. Burdick J. Steven Patterson Akin Gump Strauss Hauer & Feld LLP 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036-1564 (202) 887-4000

Approximate date of commencement of proposed sale to the public: At the effective time of the merger referred to herein.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. £

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer S Accelerated filer £ Non-accelerated filer £ Smaller reporting company £

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered	Amount to be Registered(1)		Proposed maximum aggregate offering price(2)			Amount of Registration Fee

Class A common stock, par value $0.10		455,387,987		$	3,141,095,474		$	123,446


(1)				Based on the estimated number of shares of Class A common stock, par value $0.10 per share, of Triarc Companies, Inc. (x) issuable to holders of common stock, without par value, of Wendy’s International, Inc., and based on the product of (i) 90,727,865, the number of Wendy’s International, Inc. common shares, currently outstanding and issuable upon the conversion of outstanding options to purchase Wendy’s common shares and (ii) 4.25 and (y) issuable to holders of currently outstanding shares of Class B common stock, par value $0.10 per share, of Triarc Companies, Inc., holders of options to purchase shares of Class B common stock and holders of the 5% convertible notes due 2023 of Triarc Companies, Inc. upon the conversion of each share of Class B common stock into one share of Class A common stock.

(2)				Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rules 457(c) and 457(f)(1).

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MAY 30, 2008

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

As we previously announced, the boards of directors of Triarc Companies, Inc. and Wendy’s International, Inc. have each approved a definitive merger agreement for an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A common stock for each Wendy’s common share they own. When the merger is completed, Triarc will change its name to Wendy’s/Arby’s Group, Inc., which we refer to as “Wendy’s/Arby’s.” In connection with the merger, existing shares of Triarc Class B common stock, Series 1 will be converted into shares of Wendy’s/Arby’s common stock on a one-for-one basis. Existing shares of Triarc Class A common stock will remain outstanding as shares of Wendy’s/Arby’s common stock. Wendy’s/Arby’s common stock is expected to be quoted on the New York Stock Exchange, which we refer to as the NYSE, under the symbol “WEN.”

In the merger, approximately 377 million shares of Wendy’s/Arby’s common stock will be issued to Wendy’s shareholders. Based on the number of outstanding shares of Triarc Class A common stock and Triarc Class B common stock, and the number of outstanding Wendy’s common shares as of , 2008, Wendy’s shareholders are expected to hold approximately 80.6%, in the aggregate, of the outstanding Wendy’s/Arby’s common stock following the completion of the merger.

On April 23, 2008, the last full trading day before the merger agreement was signed, the closing sales price of Triarc Class A common stock, which trades on the NYSE under the symbol “TRY,” was $6.30 per share, the closing sales price of Triarc Class B common stock, which trades on the NYSE under the symbol “TRY.B,” was $6.50 per share, and the closing sales price of Wendy’s common shares, which trade on the NYSE under the symbol “WEN,” was $25.32 per share.

For a discussion of the risks relating to the merger, see “Risk Factors” beginning on page 25 .

An annual meeting of Triarc’s stockholders and a special meeting of Wendy’s shareholders are being held to approve the transactions and related matters contemplated by the merger agreement. Triarc’s stockholders also will elect directors and act on other matters normally considered at Triarc’s annual meeting. Information about these meetings and the merger is contained in this joint proxy statement/prospectus. We encourage you to read this entire joint proxy statement/prospectus carefully, as well as the annexes and information incorporated by reference.

The Triarc board of directors unanimously recommends that the Triarc stockholders vote for the proposals to amend Triarc’s certificate of incorporation and to approve the issuance of Wendy’s/ Arby’s common stock, all of which are necessary to effect the merger. The Wendy’s board of directors unanimously (with four abstentions due to actual or perceived conflicts of interest) recommends that the Wendy’s shareholders vote for the proposal to adopt the merger agreement.


Roland C. Smith Chief Executive Officer Triarc Companies, Inc.		Kerrii B. Anderson Chief Executive Officer and President Wendy’s International, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger described in this joint proxy statement/prospectus or the securities to be issued pursuant to the merger or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated , 2008 and, together with the accompanying proxy card and annual report for Triarc, is first being mailed to Triarc stockholders and Wendy’s shareholders on or about , 2008.

TRIARC COMPANIES, INC.
1155 Perimeter Center West
Atlanta, Georgia 30338
www.triarc.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


*Time:*
*Place:*
*Purpose:*
	•	To adopt the amendment to Triarc’s certificate of incorporation to increase the number of authorized shares of Triarc Class A common stock to 1,500,000,000, in connection with the merger (shares of Triarc Class A common stock are referred to as Wendy’s/Arby’s common stock following completion of the merger);
	•	To adopt the amendment to Triarc’s certificate of incorporation to convert each issued and outstanding share of Triarc Class B common stock into one share of Wendy’s/Arby’s common stock and to provide that there shall only be one class of authorized common stock of Wendy’s/Arby’s, in connection with the merger; and
	•	To adopt certain additional amendments to Triarc’s certificate of incorporation, in connection with the merger, to: (a) change the name of Triarc to “Wendy’s/Arby’s Group, Inc.,” (b) prohibit the issuance of preferred stock of Wendy’s/Arby’s to affiliates of Wendy’s/Arby’s unless offered ratably to the holders of Wendy’s/Arby’s common stock, subject to an exception in the event that Wendy’s/Arby’s is in financial distress and the issuance is approved by the audit committee of Wendy’s/Arby’s board of directors, (c) amend the definition of “Interested Stockholder”, which is used in the certificate of incorporation in connection with requiring increased stockholder approval thresholds for transactions with affiliates, to remove the exception for DWG Acquisition Group L.P., a dissolved partnership formerly controlled by Nelson Peltz and Peter W. May, Triarc’s non-executive Chairman and Vice Chairman, respectively, (d) provide that Wendy’s/Arby’s board of directors shall not have the power or authority to amend, alter or repeal Section 3 of Article I of the Wendy’s/Arby’s bylaws, which provides that the headquarters of the Wendy’s brand will be in the greater Columbus, Ohio area for a ten-year period following the completion of the merger, and (e) provide that the purpose of Wendy’s/Arby’s is to engage in the restaurant business and complementary, incidental or ancillary businesses.
	(A copy of Triarc’s current certificate of incorporation and a copy of the form of amendment to Triarc’s certificate of incorporation described above are attached as Annexes D and E, respectively, to this joint proxy statement/prospectus. For more details about the proposed amendment, see “The Amendment to Triarc’s Certificate of Incorporation.”)
	•	To approve the issuance of Wendy’s/Arby’s common stock, pursuant to the Agreement and Plan of Merger, dated as of April 23, 2008, among Triarc, Green Merger Sub, Inc., a wholly-owned subsidiary of Triarc, and Wendy’s, a copy of which is attached as Annex A to this joint proxy statement/prospectus, in connection with the merger;
	•	To approve any motion to adjourn the Triarc annual meeting to another time or place, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Triarc annual meeting to approve the proposals related to the merger;
	•	To elect twelve directors to hold office as specified in the accompanying joint proxy statement/ prospectus;
	•	To approve an amendment to Triarc’s Amended and Restated 2002 Equity Participation Plan to increase the number of shares reserved for issuance under the plan by an additional 7,400,000 shares of Triarc Class B common stock, prohibit the repricing of outstanding awards without prior stockholder approval and eliminate the ability of Triarc to grant reload option awards or stock options or SARs with exercise prices below fair market value on the date of grant;
	•	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2008; and
	•	To conduct any other business that properly comes before the meeting and any adjournment or postponement of the meeting.

Each of the first four proposals listed above relating to the merger is conditioned upon approval of each of the other three and the approval of each such proposal is required for completion of the merger. None of the three proposals relating to the adoption of the amendment to Triarc’s certificate of incorporation or the proposal to issue Wendy’s/Arby’s common stock in the merger will be implemented unless all four proposals related to the merger are approved by the Triarc stockholders and the merger is completed.

This joint proxy statement/prospectus, including the annexes, contains further information with respect to the business to be transacted at the Triarc annual meeting.

Record Date:

Triarc stockholders of record at the close of business on , 2008 may vote at the Triarc annual meeting.

Your vote is important. Whether or not you plan to attend the annual meeting, please promptly complete and return your proxy card in the enclosed envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.

By order of the board of directors,

Atlanta, Georgia
, 2008

Nils H. Okeson
Senior Vice President, General Counsel and Secretary
Triarc Companies, Inc.
1155 Perimeter Center West
Atlanta, Georgia 30338

WENDY’S INTERNATIONAL, INC.
4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
www.wendys-invest.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Time:

Place:

A map showing the location of the meeting is printed on Annex L to this joint proxy statement/prospectus.

Purpose:

•

To adopt the Agreement and Plan of Merger, dated as of April 23, 2008, among Triarc, Green Merger Sub, Inc., a wholly-owned subsidiary of Triarc, and Wendy’s, a copy of which is attached as Annex A to this joint proxy statement/prospectus; and

•

To approve any motion to adjourn the Wendy’s special meeting to another time or place, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Wendy’s special meeting to adopt the merger agreement.

Record Date:

Wendy’s shareholders of record at the close of business on , 2008 may vote at the Wendy’s special meeting.

Wendy’s shareholders have the right to dissent from the merger and assert dissenters’ rights under Ohio law. In order to assert dissenters’ rights, Wendy’s shareholders must comply with the requirements of Ohio law as described under “The Merger—Dissenters’ Rights” beginning on page 73.

Your vote is important. Whether or not you plan to attend the special meeting, please promptly complete and return your proxy card in the enclosed envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.


		By order of the board of directors,

Dublin, Ohio , 2008		Leon M. McCorkle, Jr. Executive Vice President, General Counsel and Secretary Wendy’s International, Inc. 4288 West Dublin-Granville Road Dublin, Ohio 43017-0256

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES
ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Triarc and Wendy’s from other documents filed with the Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 216.

In this joint proxy statement/prospectus, “Triarc,” “Triarc Class A common stock” and “Triarc Class B common stock” refer to Triarc Companies, Inc. and its Class A common stock and Class B common stock, Series 1, respectively, prior to the completion of the merger. Upon the consummation of the merger and thereafter, Triarc is referred to as “Wendy’s/Arby’s” and Triarc Class A common stock is referred to as “Wendy’s/Arby’s common stock.”

You may obtain documents incorporated by reference into this joint proxy statement/prospectus, without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:


TRIARC COMPANIES, INC. 1155 Perimeter Center West Atlanta, Georgia 30338 (678) 514-4100 Attention: Investor Relations		WENDY’S INTERNATIONAL, INC. 4288 West Dublin-Granville Road Dublin, Ohio 43017-0256 (614) 764-3100 Attention: Investor Relations Department

You may also obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from Innisfree M&A Incorporated, Triarc’s proxy solicitor, or Georgeson Inc., Wendy’s proxy solicitor, at the following addresses and telephone numbers:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833

Georgeson Inc.
199 Water Street, 26th Floor
New York, NY 10038
Shareholders Call Toll-Free: (866) 346-1016
Banks and Brokers Call Collect: (212) 440-9800

To receive timely delivery of the documents before your annual or special meeting, you must request them no later than , 2008.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THE MEETINGS		1
SUMMARY		4
SELECTED HISTORICAL FINANCIAL DATA OF TRIARC		17
SELECTED HISTORICAL FINANCIAL DATA OF WENDY’S		21
SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENT DATA OF WENDY’S/ARBY’S		22
WENDY’S/ARBY’S UNAUDITED PRO FORMA COMBINED ADJUSTED EBITDA AND RECONCILIATION TO PRO FORMA NET INCOME FROM CONTINUING OPERATIONS		24
RISK FACTORS		25
Risk Factors Relating to the Merger		25
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		30
THE MERGER		31
Background of the Merger		31
Strategic and Financial Rationale		47
Triarc Board of Directors’ Recommendation		49
Wendy’s Board of Directors’ Recommendation		50
Opinion of Triarc’s Financial Advisor		52
Opinion of Wendy’s Financial Advisor		60
Interests of Triarc Directors and Wendy’s Directors and Executive Officers in the Merger		66
Regulatory Approvals Required for the Merger		72
Listing of Additional Shares of Class A Common Stock to be Issued		72
Dissenters’ Rights		73
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		75
THE MERGER AGREEMENT		78
Form and Effective Time of the Merger		78
Consideration to be Received in the Merger		78
Procedures for Exchange of Certificates		78
Representations and Warranties		79
Conduct of Business Pending the Merger		80
Reasonable Best Efforts; Other Agreements		82
Conditions to Completion of the Merger		83
No Solicitation		86
Termination Events; Expense Reimbursement Required		88
Termination Events; No Expense Reimbursement		88
Expenses		89
Treatment of Wendy’s Stock Options and Other Stock Based Awards		89
Employee Matters		90
Indemnification and Insurance		91
Amendment; Waiver		91
Governing Law		91
THE VOTING AGREEMENTS		93
THE AMENDMENT TO TRIARC’S CERTIFICATE OF INCORPORATION		97
COMPARATIVE STOCK PRICES AND DIVIDENDS		98
Market Prices		98
Dividends and Other Distributions		99
INFORMATION ABOUT THE COMPANIES		101
TRIARC ANNUAL MEETING		102
Date, Time and Place		102
Purpose of the Triarc Annual Meeting		102


	Page
Triarc Record Date; Stock Entitled to Vote		103
Attendance at the Triarc Annual Meeting		103
Quorum		104
Votes Required		104
Voting by Triarc Directors and Executive Officers		106
Voting of Proxies; Revocability of Proxies		106
Solicitation of Proxies		107
Householding of Annual Meeting Materials		107
Security Ownership of Certain Beneficial Owners		107
PROPOSAL 1. AMENDMENT TO TRIARC’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF TRIARC CLASS A COMMON STOCK		112
PROPOSAL 2. AMENDMENT OF TRIARC’S CERTIFICATE OF INCORPORATION TO CONVERT EACH ISSUED AND OUTSTANDING SHARE OF CLASS B COMMON STOCK INTO ONE SHARE OF CLASS A COMMON STOCK AND PROVIDE THAT CLASS A COMMON STOCK SHALL BE THE SOLE CLASS OF AUTHORIZED COMMON STOCK OF TRIARC		113
PROPOSAL 3. AMENDMENT OF TRIARC’S CERTIFICATE OF INCORPORATION TO MAKE FURTHER CHANGES RELATED TO THE MERGER		114
PROPOSAL 4. ISSUANCE OF COMMON STOCK IN THE MERGER		114
PROPOSAL 5. POSSIBLE ADJOURNMENT OF THE TRIARC ANNUAL MEETING		115
PROPOSAL 6. ELECTION OF DIRECTORS		115
TRIARC EXECUTIVE OFFICERS		119
TRIARC CORPORATE GOVERNANCE		120
REPORT OF THE TRIARC COMPENSATION COMMITTEE		127
TRIARC COMPENSATION DISCUSSION & ANALYSIS		127
TRIARC SUMMARY COMPENSATION TABLE		141
TRIARC GRANTS OF PLAN-BASED AWARDS		143
OUTSTANDING TRIARC EQUITY AWARDS AT FISCAL YEAR-END		145
TRIARC OPTION EXERCISES AND STOCK VESTED		146
TRIARC NONQUALIFIED DEFERRED COMPENSATION		147
TRIARC DIRECTOR COMPENSATION		148
TRIARC AUDIT COMMITTEE REPORT		155
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF TRIARC		157
PROPOSAL 7. APPROVAL OF AN AMENDMENT TO THE TRIARC AMENDED AND RESTATED 2002 EQUITY PARTICIPATION PLAN		160
PROPOSAL 8. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		168
WENDY’S SPECIAL MEETING		170
Date, Time and Place		170
Purpose of the Wendy’s Special Meeting		170
General Information about Proxies and Voting		170
Voting Requirements		171
Voting Rights		171
Householding of Special Meeting Materials		171
Voting Power of Wendy’s Directors and Executive Officers		171
Securities Ownership		172


	Page
Security Ownership of Management		178
PROPOSAL 1. ADOPTION OF THE MERGER AGREEMENT		179
PROPOSAL 2. POSSIBLE ADJOURNMENT OF THE WENDY’S SPECIAL MEETING		179
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS OF WENDY’S/ARBY’S		180
AUTHORIZED CAPITAL STOCK OF WENDY’S/ARBY’S		193
COMPARISON OF RIGHTS OF STOCKHOLDERS/SHAREHOLDERS OF TRIARC, WENDY’S AND WENDY’S/ARBY’S		199
Capitalization		199
Voting Rights		200
Stockholder Action By Written Consent		200
Dividends		201
Liquidation, Dissolution and Winding-Up		201
Special Redemption Provisions		202
Number, Election, Vacancy and Removal of Directors		202
Amendments to the Certificate of Incorporation		204
Amendments to Bylaws		205
Notice of Certain Stockholder Actions		206
Annual Meetings		206
Special Stockholder Meetings		207
Quorum of Stockholders/Shareholders		208
Limitation of Personal Liability of Directors and Indemnification		208
Mergers, Consolidations and Other Transactions		209
State Anti-takeover Statutes		211
Appraisal and Dissenters Rights		211
Rights Plan		212
Duties of Directors		213
LEGAL MATTERS		214
EXPERTS		214
STOCKHOLDER PROPOSALS FOR THE 2009 WENDY’S/ARBY’S ANNUAL MEETING		214
SHAREHOLDER PROPOSALS FOR THE 2008 WENDY’S ANNUAL MEETING		215
WHERE YOU CAN FIND MORE INFORMATION		216
Triarc SEC Filings		216
Wendy’s SEC Filings		216
Annex A copy of Agreement and Plan of Merger
Annex B copy of Opinion of Wachovia Capital Markets, LLC
Annex C copy of Opinion of Greenhill & Co., LLC
Annex D copy of Triarc Companies, Inc. Certificate of Incorporation
Annex E form of Amendment to Triarc Companies, Inc. Certificate of Incorporation
Annex F copy of Triarc Companies, Inc. Bylaws
Annex G form of Amendment to Triarc Companies, Inc. Bylaws
Annex H form of Amendment No. 3 to Triarc Companies, Inc. Amended and Restated 2002 Equity Participation Plan
Annex I Ohio Revised Code Section 1701.85
Annex J copy of Triarc Voting Agreement
Annex K copy of Wendy’s Voting Agreement
Annex L Map to the Wendy’s Special Meeting

iii

QUESTIONS AND ANSWERS ABOUT THE MEETINGS

Why am I receiving this document?

We are delivering this document to you as both a joint proxy statement of Triarc and Wendy’s and a prospectus of Triarc. It is a joint proxy statement because each of our boards of directors is soliciting proxies from its shareholders/stockholders. It is a prospectus because Triarc will issue shares of Wendy’s/Arby’s common stock in exchange for Wendy’s common shares in the merger and convert shares of its Triarc Class B common stock into shares of Wendy’s/Arby’s common stock in connection with the merger.

What do I need to do now?

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible to ensure that your shares will be represented at your company’s annual or special meeting, as the case may be. You may vote your shares prior to the meeting, even if you plan to attend your company’s meeting in person. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

How do I vote?

You may vote before your annual or special meeting, as the case may be, in one of the following ways:

•

use the toll-free number shown on your proxy card;

•

visit the website shown on your proxy card to vote via the Internet; or

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

You may also vote your shares in person at your meeting.

What voting requirements must be met in order for the matters relating to the merger to be approved?

For the matters to be approved by Triarc stockholders:

•

the affirmative vote of a majority of the total voting power of the outstanding shares of Triarc Class A common stock (for purposes of the class vote, holders of Triarc Class A common stock have one full vote for each share of that stock), voting together as a separate class, and the affirmative vote of a majority of the total voting power of the outstanding shares of Triarc Class A common stock and Triarc Class B common stock entitled to vote (for purposes of this vote, holders of Triarc Class B common stock have 1/10 vote for each share of that stock and holders of Triarc Class A common stock have one full vote for each share of that stock), voting together as a single class, are required to adopt the amendment to Triarc’s certificate of incorporation to increase the number of authorized shares of Triarc Class A common stock;

•

the affirmative vote of a majority of the total voting power of the outstanding shares of Triarc Class B common stock (for purposes of the class vote, holders of Triarc Class B common stock have one full vote for each share of that stock), voting together as a separate class, and the affirmative vote of a majority of the total voting power of the outstanding shares of Triarc Class A common stock and Triarc Class B common stock entitled to vote (for purposes of this vote, holders of Triarc Class B common stock have 1/10 vote for each share of that stock and holders of Triarc Class A common stock have one full vote for each share of that stock), voting together as a single class, are required to adopt the amendment to Triarc’s certificate of incorporation to convert each issued and outstanding share of Triarc Class B common stock into one share of Wendy’s/Arby’s common stock and provide that there shall only be one class of authorized common stock of Wendy’s/Arby’s;

•

the affirmative vote of a majority of the total voting power of the outstanding shares of Triarc Class A common stock and Triarc Class B common stock (for purposes of this vote, holders of Triarc Class B common stock have 1/10 vote for each share of that stock and holders of Triarc Class A common stock have one full vote for each share of that stock), voting together as a single class, is required to adopt the additional amendments to Triarc’s certificate of incorporation; and

•

the affirmative vote of a majority of the votes cast on the proposal by holders of shares of Triarc Class A common stock and Triarc Class B common stock (for purposes of this vote, holders of Triarc Class B common stock have 1/10 vote for each share of that stock and holders of Class A common stock have one full vote for each share of that stock), voting together as a single class, is required to approve the issuance of Wendy’s/Arby’s common stock in the merger to Wendy’s shareholders, provided that the total votes cast on the proposal represent over 50% of the total voting power of the outstanding shares of Triarc Class A common stock and Triarc Class B common stock (for this purpose, holders of Triarc Class B common stock have 1/10 vote for each share of that stock and holders of Class A common stock have one full vote for each share of that stock), voting together as a single class, entitled to vote on the proposal to approve the issuance of Wendy’s/Arby’s common stock in the merger to Wendy’s shareholders.

For the matters to be approved by Wendy’s shareholders:

•

the affirmative vote of a majority of the outstanding Wendy’s common shares entitled to vote at the Wendy’s special meeting is required to adopt the merger agreement.

For more details concerning the voting requirements, see “Triarc Annual Meeting—Voting Requirements” and “Wendy’s Special Meeting—Voting Requirements.”

If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

If you are a Wendy’s sha