Trian wants to call special meeting of Wendy's shareholders to vote on company's future direction

By Lisa Kerner

Charlotte, N.C., April 18 - Trian Fund Management, LP president Peter W. May said he is "very concerned" about the direction of Wendy's International, Inc. following the company's rejection of two Trian acquisition proposals.

As a result, Trian intends to contact fellow shareholders for the purpose of calling a special meeting to vote on the company's future direction, May said in an April 18 letter to Wendy's chairman James V. Pickett. The letter was included in a schedule 13D filing with the Securities and Exchange Commission.

One Trian proposal called for the combination of Wendy's and Arby's, and the other involved an acquisition of 100% of Wendy's for more than $900 million in cash with the balance in stock, the letter stated.

Both proposals would have required approval of shareholders of Wendy's and Arby's. Neither deal was conditioned on third-party financing, May noted.

Trian wants Wendy's board to ensure that any alternative transaction be subject to the approval of Wendy's shareholders, not just the members of the special committee.

In February, Trian Partners, LP said it wanted Wendy's review of strategic options to result in a sale of the company.

As previously reported, Trian intended to appear in person or by proxy at the Dublin, Ohio-based quick service restaurant chain's annual meeting and make proposals to increase and fix the size of the board at 15 directors, to set the numbers of directors in each class and to remove members of the board, if any, that were appointed by the directors of the company after Feb. 4.

If the amendment proposals are approved, Trian will nominate for election as directors:

• Jerry W. Levin, a member of Wendy's board since 2006 and chairman and chief executive officer of JW Levin Partners LLC;

• Jeffrey C. Bloomberg, a member of Norteck, Inc.'s board since 2005;

• Ulysses L. Bridgeman Jr., owner and president of Manna Inc., which operates 160 Wendy's restaurants;

• Kenneth W. Gilbert, Trian Acquisition board member and former president and chief operating officer of Uniworld Group;

• Richard A. Mandell, private investor and financial consultant;

• Gregory H. Sachs, former chairman and CEO of Deerfield Capital Management LLC; and

• Michele K. Griffiths, independent consultant.

If the amendment proposals are not approved, Trian will then nominate Levin, Bridgeman, Gilbert and Mandell.

On April 25, 2007, Wendy's announced it would review options including a revision to its strategic plan and changes to the capital structure. Wendy's said in June 2007 it was considering a sale of the company.

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