Wendy's International (WEN)

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 February 15, 2007, Nelson Peltz, our Chairman and Chief Executive Officer, and Peter May, our President and Chief Operating Officer, beneficially owned shares of our outstanding Class A Common Stock and Class B Common Stock, Series 1, that collectively constituted approximately 36.8% of our Class A Common Stock, 21.5% of our Class B Common Stock and 34.0% 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 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. Such transactions could result in Messrs. Peltz and May together owning more than a majority of our outstanding voting power. If that were to occur, 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 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 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 over time our success has been dependent to a significant extent upon the efforts and abilities of our and our subsidiaries’ senior management teams. The failure by us to retain members of our and/or our subsidiaries’ senior management teams could adversely affect our ability to build on the efforts we have undertaken to increase the efficiency and profitability of our businesses. Specifically, in the event a corporate restructuring is not completed, the loss of Nelson Peltz, our Chairman and Chief Executive Officer, or Peter May, our President and Chief Operating Officer, or other members of our senior management team 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 Chief Executive Officer, Roland Smith, and the remainder of ARG’s 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 as senior executives of Arby’s and the success of the Arby’s business would depend to a significant extent upon the efforts and abilities of Arby’s senior management team. See “Item 1. Business—Business Strategy; Potential Corporate Restructuring.”