Wendy's/Arby's, Trian amend agreement

By Lisa Kerner

Charlotte, N.C., April 2 - Wendy's/Arby's Group, Inc. and the Trian Group of investors amended some provisions of their Nov. 5 agreement so that the provisions will not automatically terminate on Nov. 5, 2011, according to a form 8-K filed on Thursday with the Securities and Exchange Commission.

The provisions will terminate if Trian Group beneficially owns in total less than 15% of the combined voting power, as defined in the agreement, of the company's voting securities or if a person not affiliated with Trian offers to purchase an amount of shares that would give them a 50% or greater combined voting power of Wendy's/Arby's voting securities or solicits proxies with respect to a majority slate of directors, the filing said.

Wendy's/Arby's said the amendment becomes effective simultaneously with the effectiveness of an amendment to its certificate of incorporation repealing article VI and terminates automatically if the charter amendment is not effective by June 15.

Under the Nov. 5 agreement, the Trian Group agreed, among other things, that if it acquires more than 25% of the company's shares, it will not engage in a business combination for the following three years.

Atlanta-based Wendy's/Arby's is the third-largest quick-service restaurant company in the United States and is the franchisor of the Wendy's and Arby's restaurant systems.

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