Wendy's International (WEN)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(c) & (e)

Effective on December 18, 2008, Wendy’s/Arby’s Group, Inc. (the “Company”) and Arby’s Restaurant Group, Inc. (“Arby’s”), a wholly-owned subsidiary of the Company, entered into amended and restated letter agreements (the “Agreements”) with certain executives (the “Executives”) in order to comply with changes in tax law relating to deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and to make certain other changes. The material changes in the Agreements are described below in the paragraphs following each Executive’s name. In addition, in connection with the Executives entering into the Agreements, the Company granted a number of additional options to purchase common stock in the Company to the Executives, as set forth on the Stock Option Grants Chart below.

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In connection with the merger transaction (the “Merger”) contemplated by the Agreement and Plan of Merger, dated April 23, 2008 as amended (the “Merger Agreement”), by and among Triarc Companies, Inc., a Delaware corporation (“Triarc”), Green Merger Sub, Inc., an Ohio corporation and a wholly-owned subsidiary of Triarc, and Wendy’s International, Inc., an Ohio corporation (“Wendy’s”), the Triarc board of directors (the “Board of Directors”) (i) acted to increase the size of the Board of Directors to twelve, (ii) accepted the resignation of one Triarc director, Russell V. Umphenour, Jr. and (iii) appointed two current Wendy’s directors, Janet Hill and J. Randolph Lewis, to fill the resulting two open positions on the Board of Directors, all to be effective upon, and subject to, the closing of the Merger.

In order to satisfy the terms and conditions of the Merger Agreement, the Board of Directors amended the Triarc bylaws, effective upon the closing of the Merger, to add the following proviso at the end of Section 3 of Article I:

“; provided, however, that the headquarters of the Wendy’s brand will be located in the greater Columbus, Ohio area for a period of ten years from the date of the closing of the Agreement and Plan of Merger among the Corporation, Wendy’s International Inc., and Green Merger Sub, Inc., dated April 23, 2008 as such agreement may be amended from time to time.”

On September 15, 2008, Triarc jointly issued a press release with Wendy’s announcing that their respective shareholders have approved all proposals related to the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

c    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

c    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

c    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

c    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

£   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))