REGISTRATION NO. 333-127818
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            _________________________

                               AMENDMENT NO. 3 TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            _________________________


                             TRIARC COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)

                            _________________________

              DELAWARE                                   38-0471180
  (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)

                            _________________________

                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
                   (Address, including zip code, and telephone
                         number, including area code, of
                    Registrant's principal executive offices)

                              BRIAN L. SCHORR, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             TRIARC COMPANIES, INC.
                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                            _________________________

                                   COPIES TO:

                             PAUL D. GINSBERG, ESQ.
                             RAPHAEL M. RUSSO, ESQ.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000

                            _________________________

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after this
registration statement becomes effective.
                            _________________________

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

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(c) 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 registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [_]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [_]
                            _________________________

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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================




The  information  in this  prospectus  is not complete and may be amended.  The
selling  stockholders  may not sell  these  securities  until the  registration
statement filed with the Securities and Exchange Commission is effective.  This
prospectus  is not an offer to sell nor is it  soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.


                 SUBJECT TO COMPLETION, DATED DECEMBER 13, 2006

PROSPECTUS

                             TRIARC COMPANIES, INC.

               9,205,601 shares of Class B Common Stock, Series 1


        This prospectus relates to up to 9,205,601 shares of our Class B common
stock,  Series 1, that may be offered for sale from time to time by the selling
stockholders  named in this  prospectus.  We issued these shares to the selling
stockholders  on July  25,  2005 in  connection  with  our  acquisition  of RTM
Restaurant Group.


        The  shares  of Class B common  stock,  Series  1, may be sold at fixed
prices,  prevailing  market prices at the times of sale,  prices related to the
prevailing  market prices,  varying  prices  determined at the times of sale or
negotiated  prices.  The shares of Class B common  stock,  Series 1, offered by
this  prospectus  and any  prospectus  supplement may be offered by the selling
stockholders  directly to investors or to or through  underwriters,  dealers or
other  agents.  We will not  receive any of the  proceeds  from the sale of the
shares of Class B common stock, Series 1, sold by the selling stockholders.  We
will bear all expenses of this offering of the Class B common stock,  Series 1,
other than the following expenses: all selling expenses (including underwriting
discounts and commissions and transfer taxes) of the selling stockholders,  all
fees and  expenses of the selling  stockholders'  counsel,  any stock  transfer
taxes  in  connection  with  any  underwritten  offering  and all  registration
expenses to the extent required by applicable law.


        Our  Class B common  stock,  Series  1,  trades  on the New York  Stock
Exchange under the symbol "TRY.B." On December 11, 2006, the last reported sale
price of our Class B common stock, Series 1, was $19.45.

                           _________________________

        INVESTING IN THE SECURITIES OFFERED BY THIS PROSPECTUS  INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS.



        NEITHER  THE  SECURITIES  AND  EXCHANGE   COMMISSION,   NOR  ANY  STATE
SECURITIES  COMMISSION,  HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES  OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                           _________________________

                     The date of this prospectus is , 2006.



                               TABLE OF CONTENTS

Where You Can Find More Information.........................................2
Incorporation of Documents by Reference.....................................3
Triarc Companies, Inc.......................................................4
The RTM Acquisition.........................................................6
Potential Corporate Restructuring...........................................8
Risk Factors................................................................9
Forward-Looking Statements.................................................25
Use of Proceeds............................................................27
Selling Stockholders.......................................................28
Plan of Distribution.......................................................30
Legal Matters..............................................................32
Experts....................................................................32


                      WHERE YOU CAN FIND MORE INFORMATION

        We have filed a Registration  Statement on Form S-3 with the Securities
and Exchange  Commission  (the "SEC")  regarding the offering of the securities
offered  by  this  prospectus.  This  prospectus,   which  forms  part  of  the
registration statement, does not contain all of the information included in the
registration  statement.  For further  information  about us and the securities
offered by this prospectus, you should refer to the registration statement, its
exhibits and the documents incorporated by reference.

        We file annual,  quarterly and current  reports,  proxy  statements and
other  information  with the SEC. You may read and copy  materials that we have
filed with the SEC at the SEC public  reference  room  located at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public  reference  room. Our SEC filings can also be read at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our SEC
filings  are also  available  to the  public on the SEC's  Internet  website at
http://www.sec.gov.

        Our Class A common stock is listed on the New York Stock Exchange under
the symbol "TRY" and our Class B common  stock,  Series 1, is listed on the New
York Stock Exchange under the symbol "TRY.B."

        We incorporate by reference into this  prospectus the documents  listed
below and any future filings we make with the SEC under Sections 13(a),  13(c),
14 or 15(d) of the Securities  Exchange Act of 1934, as amended,  including any
filings after the date of this prospectus, until all of the securities to which
this prospectus relates are sold or the offering is otherwise terminated, other
than any portions of any such  documents  that are not deemed "filed" under the
Exchange Act in accordance  with the Exchange Act and  applicable SEC rules and
regulations.  The information incorporated by reference is an important part of
this  prospectus.  Any statement in a document  incorporated  by reference into
this  prospectus  will be deemed to be modified or  superseded  to the extent a
statement  contained in (1) this prospectus or (2) any other subsequently filed
document that is  incorporated  by reference into this  prospectus  modifies or
supersedes such statement.




                                                                              2


                    INCORPORATION OF DOCUMENTS BY REFERENCE

        We are  incorporating  by reference into this  prospectus the following
documents filed by us with the SEC:

        o     Annual  Report on Form 10-K for the fiscal year ended  January 1,
              2006, filed on April 3, 2006;

        o     Quarterly Reports on Form 10-Q for the fiscal quarter ended April
              2, 2006,  filed on May 12, 2006, the fiscal quarter ended July 2,
              2006,  filed on August 11,  2006,  and the fiscal  quarter  ended
              October 1, 2006, filed on November 13, 2006;

        o     Current  Reports on Form 8-K,  filed on January 5, 2006,  January
              27,  2006  (with  respect  to Item  8.01  and the  exhibit  filed
              pursuant  thereto  only),  February  3, 2006,  February  6, 2006,
              February 9, 2006,  February  13, 2006,  March 20, 2006,  April 5,
              2006,  April 17, 2006, May 2, 2006,  May 11, 2006,  June 7, 2006,
              August 11, 2006 (with  respect to Item 8.01 and the exhibit filed
              pursuant thereto only),  September 20, 2006 and October 19, 2006,
              October 25, 2006,  November  13, 2006 (with  respect to Item 8.01
              and the exhibit filed pursuant thereto only),  November 14, 2006,
              and November 16, 2006;

        o     the description of the Class B common stock,  Series 1, contained
              in the  Registration  Statement  on Form 8-A,  filed  pursuant to
              Section  12 of the  Exchange  Act on  August  11,  2003,  and any
              amendment  or  report  filed for the  purpose  of  updating  such
              description; and

        o     all other documents filed pursuant to Section 13(a), 13(c), 14 or
              15(d) of the Exchange Act after the date of this  prospectus  and
              prior to the  termination  of the  offering  other  than any such
              documents or portions  thereof that are not deemed  "filed" under
              the  Exchange  Act  in  accordance  with  the  Exchange  Act  and
              applicable SEC rules and regulations.

        You should rely only on the  information  contained in this document or
that  information to which we have referred you. We have not authorized  anyone
to provide you with any additional information.

        The  documents  incorporated  by  reference  into this  prospectus  are
available  from us upon  request.  We will provide a copy of any and all of the
information that is incorporated by reference in this prospectus to any person,
without charge,  upon written or oral request.  Requests for such copies should
be directed to the following:

                             Triarc Companies, Inc.
                                280 Park Avenue
                            New York, New York 10017
                         Attention: Investor Relations
                           Telephone: (212) 451-3000

        EXCEPT AS EXPRESSLY  PROVIDED  ABOVE, NO OTHER  INFORMATION,  INCLUDING
INFORMATION ON OUR WEBSITE, IS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.


                                                                              3



                             TRIARC COMPANIES, INC.

        We are a holding company and, through our subsidiaries,  the franchisor
of the Arby's(R)  restaurant system,  which is comprised of approximately 3,500
restaurants.  Of these restaurants,  as of October 1, 2006, more than 1,000 are
owned and operated by our subsidiaries.  We also own an approximate 64% capital
interest,  a  profits  interest  of at least 52% and  approximately  94% of the
voting interests in Deerfield & Company LLC ("Deerfield"),  which,  through its
wholly-owned   subsidiary  Deerfield  Capital  Management  LLC  ("DCM"),  is  a
Chicago-based  asset  manager  offering  a diverse  range of fixed  income  and
credit-related  strategies to institutional  investors with approximately $14.1
billion  under  management  as of October 1, 2006.  We also own an  approximate
11.6%  capital  interest in Jurlique  International  Pty Ltd, a privately  held
Australian skin and health care products company.  As of September 29, 2006, we
effectively  redeemed our  investment  in  Deerfield  Opportunities  Fund,  LLC
("DOF"),  which was managed by DCM. We intend to withdraw our entire investment
in DM Fund,  LLC,  which is managed by DCM, by December 29, 2006. The following
chart is a summary of our organizational structure as of November 1, 2006:



                                                         ----------------------
                                                                                         -------------------------------
                                                         TRIARC COMPANIES, INC.          All ownership common equity and
                                                                                         100% unless otherwise noted
                                                         ----------------------          -------------------------------
                                                                                       
                                                                  |
                                                                  |
                               ---------------------------------------------------------------------------
                               |                |               |                       |                 |
                     63.6% Capital Interest   69.8%           11.6%                     |            (direct and
                          (indirect)        (indirect)     (indirect)                   |             (indirect)
                               |                |               |                       |                 |
                     -------------------  ------------  ----------------------  -----------------   ------------
                     Deerfield & Company  DM Fund, LLC  Jurlique International  Arby's Restaurant   Other Triarc
                             LLC                               Pty, Ltd         Holdings, LLC       Subsidiaries
                     -------------------  ------------  ----------------------  -----------------   ------------
                               |                                                        |
                     -------------------                                        -----------------
                     Deerfied Capital                                           Triarc Restaurant
                     Management LLC                                               Holdings, LLC
                     -------------------                                        -----------------
                                                                                        |
                                                               ----------------------------------
                                                               |                                 |
                                                       -----------------                   ------------
                                                       Arby's Restaurant                   Arby's, Inc.
                                                          Group, Inc.
                                                       -----------------                   ------------
                                                               |                                 |
                                                               |                           -------------
                                                               |                           Arby's Merger
                                                               |                              Co., Inc.
                                                               |                           -------------
                                                               |
       ----------------------------------------------------------------------------------------------------
       |                  |                   |                |                |            |             |
----------------   ----------------- ---------------  -----------------  -----------  -----------  ------------
                   Arby's Support
  ARG Services,    Center LLC        RTM Acquisition  Arby's Restaurant  Sybra, Inc.  Arby's, LLC   Arby's IP
     Inc.          (f/k/a RTMMC       Company, L.L.C.        LLC                                    Holder Trust
                   Acquisition, LLC)
----------------   ----------------- ---------------  -----------------  -----------  -----------  ------------
                                                               |                             |
                                                     (direct and indirect)                   |
                                                               |                             |
                                                       ------------------            -----------------
                                                       Arby's Restaurant,            Arby's of Canada,
                                                       LLC Subsidiaries                   Inc.
                                                       ------------------            -----------------


        For the fiscal  year ended  January 1, 2006 and the nine  months  ended
October 1, 2006, our consolidated net loss was approximately  $55.6 million and
$9.3 million (unaudited), respectively.

        For the fiscal  year ended  January 1,  2006,  our  restaurant  segment
accounted for approximately  89.0%, and our asset management  segment accounted
for  approximately  11.0%, of our consolidated  operating profit before general
corporate operating losses or costs. For the nine months ended October 1, 2006,
our  restaurant  segment  accounted  for  approximately  94.0%,  and our  asset
management   segment  accounted  for  approximately   6.0%,  of  our  unaudited
consolidated  operating  profit before general  corporate  operating  losses or
costs.


                                                                              4


        Our  corporate  predecessor  was  incorporated  in  Ohio  in  1929.  We
reincorporated  in Delaware in June 1994. Our principal  executive  offices are
located at 280 Park Avenue,  New York, New York 10017 and our telephone  number
is  (212)  451-3000.  Our  website  address  is:  www.triarc.com.   Information
contained on our website is not part of this prospectus.



                                                                              5


                              THE RTM ACQUISITION

        On July 25, 2005, we completed  our  acquisition  of RTM.  Prior to the
acquisition,  RTM  was  the  largest  Arby's(R)  franchisee,  with  775  Arby's
restaurants in 22 states.  As a result of the RTM  acquisition,  the 775 Arby's
restaurants previously franchised by RTM are now owned and operated by us.

        As total consideration in the RTM acquisition,  we paid $175 million in
cash (which is subject to post closing adjustment),  we issued 9,684,316 shares
of our  Class B common  stock,  Series  1, and we issued  options  to  purchase
774,066 shares of our Class B common stock,  Series 1 (with a weighted  average
exercise  price of $8.92  per  share)  in  replacement  of  existing  RTM stock
options.  The  combined  value of the  shares  and  options  that we  issued in
connection with the RTM acquisition was approximately $150 million,  based on a
closing  price of $15.00 per share on July 25, 2005 and the two days prior.  In
connection with the RTM acquisition, Arby's Restaurant Group, Inc. ("ARG"), our
wholly owned subsidiary,  also assumed  approximately $300 million of RTM debt,
including  approximately  $175 million of RTM  capitalized  lease and financing
obligations. We provided $135 million in cash to fund the RTM acquisition,  and
ARG  provided  the  remaining  cash  needed to  complete  the RTM  acquisition,
including transaction costs.

        The RTM acquisition was effected as follows:  Arby's  Acquisition  Co.,
our direct wholly owned subsidiary,  merged with and into RTM Restaurant Group,
Inc., with RTM Restaurant Group as the surviving corporation. Concurrently with
this first merger, we purchased all of the outstanding  membership interests in
RTM Acquisition Company,  L.L.C. and RTMMC Acquisition,  LLC, our direct wholly
owned subsidiary, acquired all of the assets of RTM Management Company, L.L.C.,
other than specified excluded assets, and assumed all of the liabilities of RTM
Management  Company,  other than specified  excluded  liabilities.  Immediately
following  the first  merger,  RTM  Restaurant  Group was merged  with and into
Arby's  Restaurant,  LLC,  our direct  wholly  owned  subsidiary,  with  Arby's
Restaurant as the surviving entity. The following is a graphic depiction of the
RTM acquisition and the resulting structure:

                                RTM AQUISITION
                                --------------
                                                                   -------
                                                                   Members
                                                                   -------
----------------------                                                |
                                                                      |
Triarc Companies, Inc.  <---------------------------------------------|
                       \         Membership                           |
----------------------- \       Interest Sale                  ---------------
  |                \     \                                     RTM Acquisition
  |                 \     \                                    Company, L.L.C.
  |                  \     \                                   ---------------
  |                   \     \
  |        ---------------  --------------              --------------
  |            Arby's          Arby's      ---------->  RTM Restaurant
  |        Restaurant, LLC  Acqusition Co.    First      Group, Inc.
  |        ---------------  --------------    Merger    --------------
  |                ^                                            |
  |                |                                            |
  |                ---------------------------------------------
  |                                Second Merger
  |
  |
---------------            ---------------
     RTMMC      <--------  RTM Management
Acqusition, LLC   Asset    Company, L.L.C.
---------------   Sale     ---------------


                           Structure Immediately
                       Following the RTM Acquisition
                       -----------------------------

                     -----------------------------------
                            Triarc Companies, Inc.
                     -----------------------------------
                       /              |             \
                      /               |              \
                     /                |               \
                    /                 |                \
----------------------   ----------------------  -------------------------------
Arby's Restaurant, LLC   RTMMC Acquisition, LLC  RTM Acquisition Company, L.L.C.
----------------------   ----------------------  -------------------------------


                                                                              6


        Immediately  following  the  completion  of  the  RTM  acquisition,  we
contributed all of the membership interests in RTM Acquisition  Company,  RTMMC
Acquisition  and  Arby's  Restaurant  through  each  succeeding  level  of  our
subsidiaries to ARG.

        The organizational chart included on page 4 reflects our organizational
structure as of October 2, 2006, which includes the contributions that followed
the completion of the RTM acquisition described above.

        In connection with the RTM  acquisition,  ARG refinanced  substantially
all of its and RTM's  existing  indebtedness.  This  refinancing  included  the
repayment  of   approximately   $212  million  of  RTM  third-party   debt  and
approximately $71 million of ARG third-party debt, as well as the defeasance of
the Arby's Franchise Trust,  7.44% insured  non-recourse  securitization  notes
(total principal amount of $198 million at July 25, 2005),  which were redeemed
in full on August 22, 2005,  and the payment of related  prepayment  penalties.
The  refinancing  also included the repayment of  approximately  $22 million of
indebtedness (including prepayment fees) of certain entities related to RTM and
the selling  stockholders  that Triarc did not acquire in the  transaction.  We
refer to those related  entities that Triarc did not acquire in the transaction
as the "Non-Acquired Entities". RTM had guaranteed the debt of the Non-Acquired
Entities that was repaid in connection with the RTM acquisition. ARG funded its
portion of the cash consideration paid in the RTM acquisition,  the transaction
costs and the  refinancing  with the proceeds  from a new $720  million  credit
facility  (consisting  of a $620 million senior term loan B facility and a $100
million senior revolving credit  facility,  with a $30 million  subfacility for
letters of credit).

        At the  time the RTM  acquisition  was  completed,  we  entered  into a
registration rights agreement with the selling  stockholders.  The registration
rights  agreement  requires  us to  register  for sale from time to time by the
selling  stockholders all of the shares of our Class B common stock,  Series 1,
that we issued in connection  with the RTM  acquisition.  The shares covered by
this prospectus are being registered in accordance with the registration rights
agreement.  Under the registration rights agreement, we have agreed to keep the
shelf  registration  statement  effective until the earlier of the date that is
(i) two years after the date on which the shelf registration  statement becomes
effective,  as may be extended  under certain  circumstances  and (ii) the date
that all shares received by the selling  stockholders  from the RTM acquisition
have been sold  under the shelf  registration  statement  or under  Rule 144 or
Regulation  S of the  Securities  Act. We have agreed to  indemnify  in certain
circumstances the selling stockholders  against certain liabilities,  including
liabilities  under the Securities Act. The selling  stockholders have agreed to
indemnify us in certain  circumstances  against certain liabilities,  including
liabilities under the Securities Act.

        We and ARG also  entered  into an escrow  agreement at the time the RTM
acquisition was completed.  Pursuant to the escrow agreement,  1,203,372 of the
shares of our Class B common stock,  Series 1, that were issued, and $2 million
of the cash that was paid, in connection with the RTM acquisition was deposited
with an escrow agent as security for the post-closing adjustment based upon the
combined RTM net liabilities and for indemnification  obligations of the former
shareholders  of  RTM  Restaurant  Group,  Inc.,  the  former  members  of  RTM
Acquisition Company,  L.L.C., RTM Management Company, L.L.C. and the members of
RTM Management Company,  L.L.C. under the definitive  agreements related to the
RTM  acquisition.  The  indemnification  obligations  relate in part to certain
lease  obligations of certain of the Non-Acquired  Entities that are guaranteed
by RTM.  Portions  of the escrow are  subject  to release on the  18-month  and
24-month anniversaries of the completion of the RTM acquisition, and the escrow
will be terminated  on the 30-month  anniversary  of the  completion of the RTM
acquisition  or, if there are any  claims  pending  against  the  escrow on the
30-month anniversary, upon final resolution of those pending claims.

        In addition, at the time the RTM acquisition was completed,  Michael I.
Lippert,  a  selling  stockholder,  entered  into a  promissory  note  with ARG
pursuant to which Mr. Lippert  promised to pay the principal amount of $519,128
plus  interest at an annual rate equal to the base rate  announced by Citibank,
N.A. from time to time plus 2%. The promissory note was repaid, in full, by Mr.
Lippert on June 12, 2006.

        At the time the RTM  acquisition  was  completed,  ARG  entered  into a
short-term lease  arrangement with RTM Management  Company,  L.L.C.,  an entity
that is owned by certain selling  stockholders,  whereby ARG used substantially
all of RTM's then  headquarters  as its  headquarters,  and  assumed  the lease
between RTM Management Company,  L.L.C. and RTM Georgia,  Inc., a subsidiary of
RTM, for its southeast regional headquarters.  The lease for RTM's headquarters
expired on February 28, 2006. The lease for the southeast regional headquarters


                                                                              7


expired  on April 30,  2006.  Under the  lease  for the RTM  headquarters,  the
monthly rent was approximately  $43,557 in addition to a proportionate share of
the real estate  taxes and  operating  costs.  Under the assumed  lease for the
southeast  regional  headquarters  of RTM, the monthly rent was $10,550,  which
included all real estate taxes and operating costs.

        In addition, at the time the RTM acquisition was completed, ARG entered
into a management services agreement with certain of the Non-Acquired Entities.
Under the agreement,  as amended, ARG provides specified management services in
exchange for (i) a payment of $35,500 per four-week period through May 7, 2006,
(ii) a payment of $8,450 per four-week  period  through July 30, 2006,  (iii) a
payment of $1,850 per  four-week  period  through  October  22,  2006;  (iv) no
payment for the four-week period ending November 19, 2006; and (v) a payment of
$3,000 per four-week  period through March 11, 2007, plus the  reimbursement of
out-of-pocket  expenses that it has incurred. The management services agreement
may be terminated upon 30 days prior written notice by either party.

        Finally,  ARG entered into  employment  agreements with Thomas Garrett,
Sharron Barton and Michael Lippert, and Arby's Restaurant,  LLC, our subsidiary
and the  successor to RTM  Restaurant  Group,  Inc.,  entered  into  employment
agreements with Michael Abt and Jerry Ardizzone, each of which became effective
at the  completion of the  acquisition  of RTM. Each of these  individuals is a
selling stockholder.  Mr. Garrett serves as ARG's President and Chief Operating
Officer,  Ms.  Barton  serves as ARG's  Chief  Administrative  Officer  and Mr.
Lippert serves as ARG's Senior Vice President - Company Operations. Messrs. Abt
and  Ardizzone  serve as Arby's  Restaurant,  LLC's South Region  President and
Central  Region  President,  respectively.  We  do  not  expect  any  of  these
employment  agreements to be affected by the potential corporate  restructuring
described below.

                       POTENTIAL CORPORATE RESTRUCTURING

        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  President  and Chief  Executive  Officer,  Roland  Smith,  and the ARG
management team. In connection with the potential restructuring, on January 26,
2006,  in  addition  to our  regular  quarterly  dividends,  we  announced  our
intention  to declare and pay during 2006 special  cash  dividends  aggregating
$0.45 per share on each outstanding share of our Class A common stock and Class
B common  stock,  Series 1, the first  installment  of which,  in the amount of
$0.15 per share, was paid on March 1, 2006 and the second installment of which,
in the  amount of $0.15 per  share,  was paid on July 14,  2006.  The third and
final  installment  of such special  cash  dividends in the amount of $0.15 per
share on each outstanding  share of our Class A common stock and Class B common
stock,  Series 1, was declared on November 14, 2006 and is scheduled to be paid
on December 20, 2006 to holders of record on December 5, 2006.  Options for our
other remaining  non-restaurant  assets are also under review and could include
the allocation of our remaining  cash, cash  equivalents,  short-term and other
investments between our two businesses (Arby's and Deerfield) and/or additional
special dividends or distributions to stockholders.

        If we proceed with a restructuring,  various  arrangements  relating to
the  separation of the affected  businesses  would be  necessary,  the terms of
which would depend on the nature of the restructuring.  We also have employment
agreements and severance  arrangements  with certain of our executive  officers
and  corporate  employees.   A  restructuring  could  also  entail  significant
severance  or  contractual  settlement  payments  under  these  agreements  and
arrangements.  In the case of certain of our executive  officers,  any payments
will be subject to negotiation and approval by a special committee comprised of
independent  members of our board of directors.  There can be no assurance that
the  corporate  restructuring  will occur or the form,  terms or timing of such
restructuring if it does occur.  Other than as described  herein,  our board of
directors  has not  reached any  definitive  conclusions  concerning  the form,
scope, benefits or timing of the corporate restructuring.

        On November 1, 2005, Messrs. Peltz, May and Garden  (collectively,  the
"Principals")  started a series of equity  investment  funds (the "Funds") that
are separate and distinct from us and that are being managed by the  Principals
and our other senior officers (the  "Employees")  through a management  company
(the "Management Company") formed by the Principals. The investment strategy of
the Funds is to achieve capital  appreciation by investing in equity securities
of publicly  traded  companies and effecting  positive  change  through  active
hands-on influence and involvement. In contrast, Deerfield is an asset manager


                                                                              8


focusing on fixed income and credit-related strategies with approximately $14.1
billion  of  assets  under   management   as  of  October  1,  2006,  of  which
approximately $3.4 million was invested in equity securities of publicly traded
companies.  Before  agreeing  to  acquire  more  than  50% of  the  outstanding
securities of a company in the quick service restaurant segment in which Arby's
operates, the Principals have agreed to offer us such acquisition opportunity.

        The  Principals  and  Employees  continue to serve as officers  of, and
receive  compensation  from us. We are making  available  the  services  of the
Principals and the Employees,  as well as certain  support  services  including
investment  research,  legal,  accounting and administrative  services,  to the
Management  Company.  The length of time that these management services will be
provided has not yet been determined. We are being reimbursed by the Management
Company  for the  allocable  cost of these  services,  including  an  allocable
portion of salaries,  rent and various  overhead  costs for periods both before
and after the launch of the Funds.  Such  allocated  costs amounted to $775,000
and $2,827,000 for the year ended January 1, 2006 and for the nine months ended
October 1, 2006,  respectively.  A special  committee  comprised of independent
members  of  our  board  of  directors  has  reviewed  and   considered   these
arrangements.

        As of  October  1,  2006,  we had  $396.6  million  of  cash  and  cash
equivalents,  restricted cash  equivalents,  investments other than investments
held in deferred compensation trusts and receivables from sales of investments,
net of liabilities related to investments. At October 1, 2006, our consolidated
indebtedness  was  approximately  $724 million,  including  approximately  $696
million  of debt of our  restaurant  subsidiaries.  The debt of our  restaurant
subsidiaries  has neither been  guaranteed by us nor secured by our cash,  cash
equivalents or  investments.  The foregoing  amounts do not reflect the regular
quarterly  cash  dividends  of $0.08 per share on our Class A Common  Stock and
$0.09 per share on our Class B Common  Stock,  Series 1, that were  declared on
November  9, 2006 and are  scheduled  to be paid on  December  15,  2006 in the
aggregate  amount of  approximately  $7.7  million and the last $0.15 per share
installment  of special cash  dividends  that was declared on November 14, 2006
and is  scheduled to be paid on December  20, 2006 in the  aggregate  amount of
approximately $13.4 million.

                                  RISK FACTORS

        YOU SHOULD  CAREFULLY  CONSIDER  THE RISKS  DESCRIBED  BELOW AND IN THE
DOCUMENTS  INCORPORATED  BY  REFERENCE  IN THIS  PROSPECTUS  BEFORE  MAKING  AN
INVESTMENT DECISION. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS
COULD BE MATERIALLY ADVERSELY AFFECTED BY ANY OF THESE RISKS. THE TRADING PRICE
OF OUR SECURITIES COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL
OR PART OF YOUR INVESTMENT.

        THIS PROSPECTUS ALSO CONTAINS  FORWARD-LOOKING  STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES.  OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING  THE  RISKS  FACED  BY US  DESCRIBED  BELOW  AND  ELSEWHERE  IN  THIS
PROSPECTUS.

                            RISKS RELATED TO TRIARC

        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 April 13, 2006,  Nelson Peltz,  our Chairman and Chief  Executive
Officer,  and Peter  May,  our  President  and Chief  Operating  Officer,  each
individually  beneficially owned shares of our outstanding Class A common stock
and Class B common stock, Series 1 (including shares issuable upon the exercise
of options  exercisable  within 60 days of April 13, 2006),  that  collectively
constituted approximately 41.9% of our Class A common stock, 29.8% of our Class
B common stock, Series 1, and 39.7% 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,  Series  1,  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,  Series 1. Such  transactions  could  result in
Messrs.  Peltz and May together  owning more than a majority of our outstanding
voting power. As a result, 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


                                                                              9


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,
Series 1, 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 our success has been and will continue to be dependent
to a significant extent upon the efforts and abilities of our senior management
team. The failure by us to retain members of our senior management team could
adversely affect our ability to build on the efforts undertaken by our current
management to increase the efficiency and profitability of our businesses.
Specifically, the loss of Nelson Peltz, our Chairman and Chief Executive
Officer, or Peter May, our President and Chief Operating Officer, other members
of our senior management team or the senior management of our subsidiaries
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  President  and Chief  Executive  Officer,  Roland  Smith,  and the ARG
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 in actively managing Arby's and the
success of the Arby's  business  would depend to a significant  extent upon the
efforts and abilities of its senior management team.

        EQUITY INVESTMENT FUNDS STARTED BY THE PRINCIPALS MAY CREATE A CONFLICT
OF INTERESTS BETWEEN THE FUNDS AND US.

        On November 1, 2005, the Principals started the Funds that are separate
and distinct  from us and that are being  managed by the  Principals  and other
senior  officers  through the Management  Company.  Although the Principals and
other senior  officers  continue to serve as officers and be compensated by us,
we are making the services of the Principals  and these  officers  available to
the Management Company.  Consequently, the Principals and these officers are no
longer providing their services exclusively to us. The arrangement by which the
Principals  and other senior  officers  provide these services was reviewed and
considered by a special  committee  comprised of  independent  directors of our
board of directors.

        The investment strategy of the Funds is to achieve capital appreciation
by investing in equity  securities of publicly  traded  companies and effecting
positive change through active hands-on influence and involvement. In contrast,
Deerfield  is an asset  manager  focusing  on fixed  income and  credit-related
strategies with  approximately  $14.1 billion of assets under  management as of
October 1, 2006,  of which  approximately  $3.4  million was invested in equity
securities  of  publicly  traded  companies.  Although  neither  the  Funds nor
Deerfield  currently  plans to  change  its  investment  strategy,  a change in
investment  strategy  by either  party in the future  may create a conflict  of
interests  between the Funds and us. In  addition,  while the  Principals  have
agreed to offer us the  opportunity to acquire more than 50% of the outstanding
securities of a company in the quick service restaurant  segment, if we decline
to exercise such opportunity, the Funds could consummate such an acquisition.

        WE HAVE  BROAD  DISCRETION  IN THE USE OF OUR  SIGNIFICANT  CASH,  CASH
EQUIVALENTS AND INVESTMENTS.

        As of  October  1,  2006,  we had  $396.6  million  of  cash  and  cash
equivalents,  restricted cash  equivalents,  investments other than investments
held in deferred compensation trusts and receivables from sales of investments,
net of liabilities related to investments. The foregoing amounts do not reflect
regular quarterly cash dividends of $0.08 per share on our Class A Common Stock
and $0.09 per share on our Class B Common  Stock,  Series 1, that were declared
on November 9, 2006 and are  scheduled  to be paid on December  15, 2006 in the
aggregate  amount of  approximately  $7.7  million and the last $0.15 per share
installment  of special cash  dividends  that was declared on November 14, 2006
and is  scheduled to be paid on December  20, 2006 in the  aggregate  amount of
approximately $13.4 million. We have not otherwise  designated any specific use
for our significant cash, cash equivalents and investment position. In


                                                                             10


connection with the potential  corporate  restructuring,  options for our cash,
cash  equivalents  and  investments  are under  review  and could  include  the
allocation of such assets  between our two  businesses  (Arby's and  Deerfield)
and/or additional special dividends or distributions to stockholders.

        ACQUISITIONS HAVE BEEN A KEY ELEMENT OF OUR BUSINESS  STRATEGY,  BUT WE
CANNOT  ASSURE  YOU THAT WE WILL BE ABLE TO  IDENTIFY  APPROPRIATE  ACQUISITION
TARGETS IN THE FUTURE AND THAT WE WILL BE ABLE TO  SUCCESSFULLY  INTEGRATE  ANY
FUTURE ACQUISITIONS INTO OUR EXISTING OPERATIONS.

        Acquisitions   involve   numerous   risks,    including    difficulties
assimilating new operations and products. In addition, acquisitions may require
significant management time and capital resources. We cannot assure you that we
will have access to the capital required to finance  potential  acquisitions on
satisfactory  terms, that any acquisition would result in long-term benefits to
us or that  management  would  be  able to  manage  effectively  the  resulting
business.  Future acquisitions,  if any, are likely to result in the incurrence
of additional  indebtedness,  which could contain restrictive covenants, or the
issuance of  additional  equity  securities,  which could  dilute our  existing
stockholders.

        WE CANNOT ASSURE YOU THAT OUR PROPOSED CORPORATE  RESTRUCTURING WILL BE
SUCCESSFULLY IMPLEMENTED.

        We are continuing to explore the feasibility,  as well as the risks and
opportunities,  of a possible  corporate  restructuring  that may  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.  There can be no
assurance  that the corporate  restructuring  will occur or the form,  terms or
timing of such  restructuring  if it does occur. Our failure to implement these
transactions  timely and economically  could materially  increase our costs and
impair our results of operations. Even if the restructuring is completed, there
can be no assurance that the expected  benefits to Triarc and its  stockholders
would be realized.

        OUR INVESTMENT OF EXCESS FUNDS MAY BE SUBJECT TO RISK, PARTICULARLY DUE
TO USE OF LEVERAGE AND THE RISKINESS OF UNDERLYING ASSETS.

        From time to time we place our excess cash in investment  funds managed
by third  parties or by DCM.  Some of these funds use  substantial  leverage in
their trading,  including through the use of borrowed funds, total return swaps
and/or  other  derivatives.  The  use  of  leverage  generates  various  risks,
including the exacerbation of losses, increased interest expense in the case of
leverage through  borrowing,  and exposure to counterparty  risk in the case of
leverage through derivatives.  However,  volatility in the value of a fund is a
function not only of the amount of leverage  employed but also of the riskiness
of the underlying  investments.  Therefore,  the greater the amount of leverage
used by a fund and the greater the riskiness of a fund's underlying assets, the
greater the risk associated with our investment in such fund.

        WE MAY BE  REQUIRED  TO  TAKE  OR NOT  TAKE  CERTAIN  ACTIONS,  SUCH AS
FOREGOING  INVESTMENT  OPPORTUNITIES,  SO AS NOT TO BE  DEEMED  AN  "INVESTMENT
COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

        The  Investment  Company  Act of 1940,  as amended  (the  "1940  Act"),
requires  the  registration  of,  and  imposes  various   restrictions  on  the
operations  of,  companies  that  own  "investment  securities"  having a value
exceeding 40% of their assets (excluding  government securities and cash items)
on an  unconsolidated  basis,  absent an  available  exclusion.  We and/or  our
subsidiaries  may be required to take actions  that we and/or our  subsidiaries
would not otherwise take so as not to be deemed an  "investment  company" under
the  1940  Act.  Presently,  neither  we  nor  any of  our  subsidiaries  is an
investment company required to register under the 1940 Act. If we or one of our
subsidiaries invests more than 40% of its assets in investment securities,  and
is unable to rely on an exclusion from being an investment  company,  we and/or
that subsidiary  might be required to register under and thus become subject to
the restrictions of the 1940 Act. We and our subsidiaries intend to continue to
make  acquisitions  and  other  investments  in a  manner  so as  not  to be an
investment  company.  As a  result,  we  and/or  our  subsidiaries  may  forego
investments that we and/or our  subsidiaries  might otherwise make or retain or
dispose  of  investments  or  assets  that we  and/or  our  subsidiaries  might
otherwise sell or hold.


                                                                             11


        IN THE FUTURE,  WE MAY HAVE TO TAKE ACTIONS THAT WE WOULD NOT OTHERWISE
TAKE SO AS NOT TO BE SUBJECT TO TAX AS A "PERSONAL HOLDING COMPANY."

        If at any time during the last half of our taxable year,  five or fewer
individuals  own or are  deemed to own more than 50% of the total  value of our
shares and if during  such  taxable  year we  receive  60% or more of our gross
income,  as specially  adjusted,  from specified  passive sources,  we would be
classified  as a  "personal  holding  company"  for  U.S.  federal  income  tax
purposes. If this were the case, we would be subject to additional taxes at the
rate of 15% on a  portion  of our  income,  to the  extent  this  income is not
distributed to  stockholders.  We do not currently expect to have any liability
in 2006 for tax under the personal  holding company rules.  However,  we cannot
assure you that we will not become  liable for such tax in the future.  Because
we do not wish to be classified as a personal  holding  company or to incur any
personal  holding company tax, we may be required in the future to take actions
that we would not otherwise take. These actions may influence our strategic and
business decisions, including causing us to conduct our business and acquire or
dispose of investments differently than we otherwise would.

        OUR  CERTIFICATE  OF  INCORPORATION   CONTAINS  CERTAIN   ANTI-TAKEOVER
PROVISIONS  AND PERMITS OUR BOARD OF  DIRECTORS  TO ISSUE  PREFERRED  STOCK AND
ADDITIONAL SERIES OF CLASS B COMMON STOCK WITHOUT STOCKHOLDER APPROVAL.

        Certain  provisions in our certificate of incorporation are intended to
discourage  or delay a hostile  takeover of control of us. Our  certificate  of
incorporation  authorizes  the  issuance of shares of "blank  check"  preferred
stock and  additional  series  of Class B common  stock,  which  will have such
designations,  rights and preferences as may be determined from time to time by
our board of  directors.  Accordingly,  our board of  directors  is  empowered,
without  stockholder  approval,  to issue preferred stock and/or Class B common
stock with dividend, liquidation, conversion, voting or other rights that could
adversely  affect the voting power and other rights of the holders of our Class
A common  stock and Class B common  stock,  Series 1. The  preferred  stock and
additional series of Class B common stock could be used to discourage, delay or
prevent a change in control of us that is  determined by our board of directors
to be undesirable. Although we have no present intention to issue any shares of
preferred stock or additional  series of Class B common stock, we cannot assure
you that we will not do so in the future.

                            RISKS RELATING TO ARBY'S

        OUR RESTAURANT  BUSINESS IS  SIGNIFICANTLY  DEPENDENT ON NEW RESTAURANT
OPENINGS, WHICH MAY BE INTERRUPTED BY FACTORS BEYOND OUR CONTROL.

        Our restaurant  business derives earnings from franchise  royalties and
fees from franchised restaurants and sales in company-owned restaurants. Growth
in our  restaurant  revenues  and  earnings is  significantly  dependent on new
restaurant openings.  Numerous factors beyond our control may affect restaurant
openings. These factors include but are not limited to:

        o     our ability to attract new franchisees;

        o     the availability of site locations for new restaurants;

        o     the ability of potential restaurant owners to obtain financing;

        o     the  ability  of  restaurant  owners to hire,  train  and  retain
              qualified operating personnel;

        o     the availability of construction materials and labor;

        o     construction   and   development   costs   of  new   restaurants,
              particularly in highly-competitive markets;

        o     the ability of restaurant owners to secure required  governmental
              approvals and permits in a timely manner, or at all; and

        o     adverse weather conditions.


                                                                             12


        Although as of October 1, 2006,  franchisees had signed  commitments to
open 251  Arby's  restaurants  over the next  six  years  and have  made or are
required to make non-refundable  deposits of $10,000 per restaurant,  we cannot
assure  you that  franchisees  will meet these  commitments  and that they will
result in open restaurants.

      ARBY'S FRANCHISEES COULD TAKE ACTIONS THAT COULD HARM OUR BUSINESS.

        Arby's  franchisees  are  contractually   obligated  to  operate  their
restaurants in accordance  with the standards ARG sets in its  agreements  with
them.  ARG  also  provides  training  and  support  to  franchisees.   However,
franchisees  are independent  third parties that ARG does not control,  and the
franchisees own, operate and oversee the daily operations of their restaurants.
As a result, the ultimate success and quality of any franchise restaurant rests
with the franchisee.  If franchisees do not successfully operate restaurants in
a manner consistent with ARG's standards, the Arby's image and reputation could
be harmed, which in turn could hurt ARG's business and operating results.

      ARG'S  SUCCESS  DEPENDS  ON ARBY'S  FRANCHISEES'  PARTICIPATION  IN ARG'S
STRATEGY.

        Arby's  franchisees are an integral part of ARG's business.  ARG may be
unable to successfully  implement  ARG's brand  strategies that it believes are
necessary for further growth if Arby's  franchisees do not  participate in that
implementation.  The failure of ARG's  franchisees to focus on the fundamentals
of restaurant operations such as quality,  service and cleanliness would have a
negative impact on ARG's success.

        ARG'S FINANCIAL RESULTS ARE AFFECTED BY THE FINANCIAL RESULTS OF ARBY'S
FRANCHISEES.

        ARG  receives  revenue in the form of  royalties  and fees from  Arby's
franchisees  which are  generally  based on a percentage of sales at franchised
restaurants.  Accordingly,  a substantial portion of ARG's financial results is
to a large extent  dependent  upon the  operational  and  financial  success of
Arby's franchisees, including their implementation of ARG's strategic plans. If
sales  trends or  economic  conditions  worsen  for Arby's  franchisees,  their
financial  results may worsen and ARG's collection rates may decline.  When ARG
divests company-owned restaurants,  ARG is often required to remain responsible
for lease  payments  for these  restaurants  to the  extent  that the  relevant
franchisees default on their leases.  Additionally,  if Arby's franchisees fail
to renew their franchise  agreements,  or if ARG is required to restructure its
franchise  agreements  in  connection  with such  renewal,  it would  result in
decreased revenues for ARG.

        ARG MAY BE UNABLE TO MANAGE  EFFECTIVELY  ITS STRATEGY OF ACQUIRING AND
DISPOSING OF ARBY'S  RESTAURANTS,  WHICH COULD ADVERSELY  AFFECT ARG'S BUSINESS
AND FINANCIAL RESULTS.

        ARG's strategy of acquiring  Arby's  restaurants  from  franchisees and
eventually  "re-franchising"  these  restaurants  by  selling  them  to  new or
existing  franchisees is dependent upon the  availability of sellers and buyers
as well as ARG's  ability  to  negotiate  transactions  on terms that ARG deems
acceptable.  In addition,  the operations of restaurants  that ARG acquires may
not be integrated successfully,  and the intended benefits of such transactions
may not be realized.  Acquisitions of Arby's  restaurants pose various risks to
ARG's on-going operations, including:

        o     diversion of management  attention to the integration of acquired
              restaurant operations;

        o     increased   operating  expenses  and  the  inability  to  achieve
              expected cost savings and operating efficiencies;

        o     exposure to liabilities  arising out of sellers' prior operations
              of acquired restaurants; and

        o     incurrence  or  assumption  of debt to  finance  acquisitions  or
              improvements  and/or the assumption of long-term,  non-cancelable
              leases.

        In addition, engaging in acquisitions and dispositions places increased
demands  on ARG's  operational,  financial  and  management  resources  and may
require ARG to continue to expand these  resources.  If ARG is unable to manage


                                                                             13


the  acquisition  and  disposition  strategy  effectively,   its  business  and
financial results could be adversely affected.

        ARG DOES NOT EXERCISE  ULTIMATE CONTROL OVER ADVERTISING AND PURCHASING
FOR THE ARBY'S RESTAURANT SYSTEM, WHICH COULD HURT SALES AND THE ARBY'S BRAND.

        Arby's  franchisees  control the provision of national  advertising and
marketing   services  to  the  Arby's  franchise  system  through  AFA  Service
Corporation, a company controlled by Arby's franchisees. Subject to ARG's right
to protect its  trademarks,  and except to the extent that ARG  participates in
AFA Service  Corporation  through its  company-owned  restaurants,  AFA Service
Corporation  has the right to approve all significant  decisions  regarding the
national  marketing  and  advertising  strategies  and the creative  content of
advertising  for the Arby's system.  Although ARG has entered into a management
agreement pursuant to which ARG, on behalf of AFA Service Corporation,  manages
the  day-to-day  operations  of AFA Service  Corporation,  many areas are still
subject to ultimate approval by AFA Service Corporation's  independent board of
directors  and the  management  agreement may be terminated by either party for
any reason upon one year's prior notice. In addition, local cooperatives run by
operators of Arby's restaurants in a particular local area (including ARG) make
their own  decisions  regarding  local  advertising  expenditures,  subject  to
spending the required minimum  amounts.  ARG's lack of control over advertising
could hurt sales and the Arby's brand.

        In  addition,  although  ARG ensures  that all  suppliers to the Arby's
system  meet  quality  control  standards,   Arby's  franchisees   control  the
purchasing of food,  proprietary paper,  equipment and other operating supplies
from such suppliers through ARCOP, Inc., a not-for-profit  entity controlled by
Arby's  franchisees.   ARCOP  negotiates  national  contracts  for  such  food,
equipment and supplies.  ARG is entitled to appoint one  representative  on the
board of directors of ARCOP and participate in ARCOP through its  company-owned
restaurants,  but otherwise  does not control the  decisions and  activities of
ARCOP  except to ensure  that all  suppliers  satisfy  Arby's  quality  control
standards.  If ARCOP does not properly  estimate the needs of the Arby's system
with  respect to one or more  products,  makes poor  purchasing  decisions,  or
decides to cease its  operations,  system  sales and  operating  costs could be
adversely  affected  and  the  financial  condition  of ARG  or  the  financial
condition of Arby's franchisees could be hurt.

        SHORTAGES OR INTERRUPTIONS IN THE SUPPLY OR DELIVERY OF PERISHABLE FOOD
PRODUCTS COULD DAMAGE THE ARBY'S BRAND  REPUTATION  AND ADVERSELY  AFFECT ARG'S
OPERATING RESULTS.

        ARG and Arby's  franchisees  are  dependent on frequent  deliveries  of
perishable  food  products  that  meet  ARG's   specifications.   Shortages  or
interruptions in the supply of perishable food products caused by unanticipated
demand,   problems  in  production  or  distribution,   disease  or  food-borne
illnesses,  inclement  weather or other  conditions  could adversely affect the
availability,  quality and cost of ingredients,  which would likely lower ARG's
revenues, damage Arby's reputation and otherwise harm ARG's business.

        ADDITIONAL INSTANCES OF MAD COW DISEASE OR OTHER FOOD-BORNE  ILLNESSES,
SUCH AS BIRD FLU, COULD  ADVERSELY  AFFECT THE PRICE AND  AVAILABILITY OF BEEF,
POULTRY OR OTHER MEATS AND CREATE NEGATIVE  PUBLICITY,  WHICH COULD RESULT IN A
DECLINE IN SALES.

        Instances  of mad cow disease or other  food-borne  illnesses,  such as
bird  flu,  e-coli  or  hepatitis  A,  could  adversely  affect  the  price and
availability of beef, poultry or other meats, including if additional incidents
cause consumers to shift their preferences to other meats. As a result,  Arby's
restaurants could experience a significant  increase in food costs if there are
additional instances of mad cow disease or other food-borne illnesses.

        In addition to losses  associated with higher prices and a lower supply
of our food  ingredients,  instances of  food-borne  illnesses  could result in
negative publicity for Arby's.  This negative  publicity,  as well as any other
negative  publicity  concerning food products Arby's serves,  may reduce demand
for  Arby's  food and could  result in a  decrease  in guest  traffic to Arby's
restaurants.  A decrease in guest traffic to Arby's  restaurants as a result of
these health concerns or negative  publicity could result in a decline in sales
at  company-owned  restaurants  or in ARG's  royalties from sales at franchised
restaurants.


                                                                             14


        CHANGES  IN  CONSUMER  TASTES  AND  PREFERENCES  AND  IN  DISCRETIONARY
CONSUMER  SPENDING  COULD  RESULT  IN  A  DECLINE  IN  SALES  AT  COMPANY-OWNED
RESTAURANTS AND IN THE ROYALTIES THAT ARG RECEIVES FROM FRANCHISEES.

        The quick service  restaurant  industry is often affected by changes in
consumer   tastes,   national,   regional   and  local   economic   conditions,
discretionary spending priorities, demographic trends, traffic patterns and the
type, number and location of competing restaurants.  ARG's success depends to a
significant extent on discretionary  consumer spending,  which is influenced by
general  economic  conditions and the  availability  of  discretionary  income.
Accordingly,  ARG may experience  declines in sales during economic  downturns.
Any material  decline in the amount of  discretionary  spending or a decline in
family  food-away-from-home  spending  could  hurt ARG's  revenues,  results of
operations, business and financial condition.

        In addition, if company-owned and franchised  restaurants are unable to
adapt to changes in consumer preferences and trends, ARG and Arby's franchisees
may lose customers and the resulting  revenues from  company-owned  restaurants
and the royalties that ARG receives from its franchisees may decline.

        CHANGES  IN  FOOD  AND  SUPPLY  COSTS  COULD  HARM  ARG'S   RESULTS  OF
OPERATIONS.

        ARG's  profitability  depends in part on its ability to anticipate  and
react to  changes  in food and  supply  costs.  Any  increase  in food  prices,
especially that of roast beef, could harm ARG's operating  results.  While fuel
price  increases have increased the costs of  transportation  and  distribution
generally,  ARG's  commodity  prices  have  largely  been  unaffected  by these
distribution cost increases in 2006 due to purchase  contracts for commodities,
which are  managed by ARCOP,  that have  allowed  only  limited  increases  for
distribution  costs.  As these  contracts  expire and are replaced in 2007, ARG
expects to experience more  variability in its commodity  prices.  In addition,
ARG is  susceptible  to  increases  in food costs as a result of other  factors
beyond its control, such as weather conditions,  food safety concerns,  product
recalls and government regulations.  ARG cannot predict whether it will be able
to  anticipate  and react to changing  food costs by adjusting  its  purchasing
practices and menu prices,  and a failure to do so could adversely affect ARG's
operating  results.  In addition,  ARG may not seek to or be able to pass along
price increases to its customers.

        COMPETITION FROM OTHER RESTAURANT COMPANIES COULD HURT ARG.

        The  market  segments  in which  company-owned  and  franchised  Arby's
restaurants compete are highly competitive with respect to, among other things,
price, food quality and  presentation,  service,  location,  and the nature and
condition of the restaurant facility. Arby's restaurants compete with a variety
of  locally-owned  restaurants,  as well as  competitive  regional and national
chains and franchises. Several of these chains compete by offering high quality
sandwiches  and/or  menu items that are  targeted at certain  consumer  groups.
Additionally,  many of our competitors  have introduced  lower cost, value meal
menu options.  ARG's  revenues and those of Arby's  franchisees  may be hurt by
this product and price competition.

        Moreover, new companies,  including operators outside the quick service
restaurant  industry,  may enter Arby's market areas and target Arby's customer
base. For example, additional competitive pressures for prepared food purchases
have  recently  come from deli  sections  and in-store  cafes of several  major
grocery  store  chains,  as well as from  convenience  stores and casual dining
outlets.  Such competitors may have, among other things, lower operating costs,
lower debt service requirements,  better locations,  better facilities,  better
management,  more effective marketing and more efficient  operations.  All such
competition  may  adversely  affect  ARG's  revenues  and  profits by  reducing
revenues of  company-owned  restaurants  and royalty  payments from  franchised
restaurants.  Many of ARG's competitors have  substantially  greater financial,
marketing,  personnel  and other  resources  than ARG,  which may allow them to
react to changes in  pricing  and  marketing  strategies  in the quick  service
restaurant industry better than ARG can.

        CURRENT  ARBY'S  RESTAURANT  LOCATIONS  MAY  BECOME  UNATTRACTIVE,  AND
ATTRACTIVE  NEW LOCATIONS MAY NOT BE AVAILABLE  FOR A REASONABLE  PRICE,  IF AT
ALL.

        The  success  of any  restaurant  depends  in  substantial  part on its
location. There can be no assurance that current Arby's locations will continue
to be attractive  as  demographic  patterns  change.  Neighborhood  or economic


                                                                             15


conditions  where Arby's  restaurants  are located could decline in the future,
thus resulting in potentially  reduced sales in those  locations.  In addition,
rising real estate prices, particularly in the Northeastern region of the U.S.,
may restrict the ability of ARG or Arby's  franchisees to purchase or lease new
desirable  locations.  If desirable  locations cannot be obtained at reasonable
prices,  ARG's  ability  to effect  its  growth  strategies  will be  adversely
affected.

        ARG'S  BUSINESS  COULD  BE HURT  BY  INCREASED  LABOR  COSTS  OR  LABOR
SHORTAGES.

        Labor is a primary component in the cost of operating our company-owned
restaurants.  ARG devotes significant  resources to recruiting and training its
managers  and  hourly  employees.  Increased  labor  costs due to  competition,
increased  minimum  wage or  employee  benefits  costs or other  factors  would
adversely impact ARG's cost of sales and operating expenses. In addition, ARG's
success  depends  on its  ability to  attract,  motivate  and retain  qualified
employees,  including restaurant managers and staff. If ARG is unable to do so,
its results of operations may be hurt.

        ARG'S  LEASING  AND  OWNERSHIP  OF  SIGNIFICANT  AMOUNTS OF REAL ESTATE
EXPOSES IT TO POSSIBLE LIABILITIES AND LOSSES, INCLUDING LIABILITIES ASSOCIATED
WITH ENVIRONMENTAL MATTERS.

        As of October 1, 2006, ARG leased or owned the land and/or the building
for over 1,000 Arby's  restaurants.  Accordingly,  ARG is subject to all of the
risks associated with leasing and owning real estate. In particular,  the value
of our real property  assets could  decrease,  and ARG's costs could  increase,
because of changes  in the  investment  climate  for real  estate,  demographic
trends and supply or demand  for the use of the  restaurants,  which may result
from competition from similar restaurants in the area, as well as liability for
environmental matters.

        ARG is subject to federal,  state and local  environmental,  health and
safety  laws and  regulations  concerning  the  discharge,  storage,  handling,
release and disposal of hazardous or toxic substances. These environmental laws
provide for significant  fines,  penalties and liabilities,  sometimes  without
regard to whether the owner,  operator or occupant of the property  knew of, or
was  responsible  for,  the  release  or  presence  of the  hazardous  or toxic
substances.  Third parties may also make claims  against  owners,  operators or
occupants of properties for personal  injuries and property  damage  associated
with releases of, or actual or alleged exposure to, such  substances.  A number
of ARG's restaurant sites were formerly gas stations or are adjacent to current
or former gas stations,  or were used for other commercial  activities that can
create  environmental  impacts.  ARG may also  acquire or lease  these types of
sites in the future. ARG has not conducted a comprehensive environmental review
of all of its  properties.  ARG may not have  identified  all of the  potential
environmental  liabilities  at its  leased and owned  properties,  and any such
liabilities  identified  in the  future  could  cause ARG to incur  significant
costs,   including  costs  associated  with   litigation,   fines  or  clean-up
responsibilities.

        ARG leases land  generally for initial  terms of 20 years.  Many leases
provide  that the  landlord  may  increase the rent over the term of the lease.
Most  leases  require  ARG  to  pay  all  of the  costs  of  insurance,  taxes,
maintenance  and  utilities.  ARG generally  cannot cancel these leases.  If an
existing or future  restaurant is not profitable,  and ARG decides to close it,
ARG  may  nonetheless  be  committed  to  perform  its  obligations  under  the
applicable  lease including,  among other things,  paying the base rent for the
balance of the lease term. In addition,  as each of ARG's leases  expires,  ARG
may fail to negotiate renewals,  either on commercially  acceptable terms or at
all, which could cause ARG to close stores in desirable locations.

        COMPLAINTS OR LITIGATION MAY HURT ARG.

        Occasionally,  ARG's customers file  complaints or lawsuits  against it
alleging that ARG is  responsible  for an illness or injury they suffered at or
after a visit to an Arby's  restaurant,  or  alleging  that there was a problem
with food quality or operations at an Arby's restaurant. ARG is also subject to
a variety of other  claims  arising  in the  ordinary  course of our  business,
including personal injury claims,  contract claims, claims from franchisees and
claims  alleging  violations of federal and state law  regarding  workplace and
employment matters,  discrimination and similar matters.  ARG could also become
subject  to class  action  lawsuits  related to these  matters  in the  future.
Regardless of whether any claims  against ARG are valid or whether ARG is found
to be liable,  claims may be  expensive  to defend and may divert  management's
attention  away  from  operations  and  hurt  ARG's  performance.   A  judgment
significantly  in excess  of ARG's  insurance  coverage  for any  claims  could


                                                                             16


materially adversely affect ARG's financial condition or results of operations.
Further,  adverse  publicity  resulting from these allegations may hurt ARG and
Arby's franchisees.

        Additionally,  the restaurant  industry has been subject to a number of
claims that the menus and actions of restaurant  chains have led to the obesity
of  certain  of  their  customers.   Adverse  publicity  resulting  from  these
allegations  may  harm  the  reputation  of  Arby's  restaurants,  even  if the
allegations are not directed  against Arby's  restaurants or are not valid, and
even if ARG is not  found  liable  or the  concerns  relate  only  to a  single
restaurant or a limited number of restaurants. Moreover, complaints, litigation
or adverse  publicity  experienced by one or more of Arby's  franchisees  could
also hurt ARG's business as a whole.

        ARG'S  CURRENT  INSURANCE MAY NOT PROVIDE  ADEQUATE  LEVELS OF COVERAGE
AGAINST CLAIMS IT MAY FILE.

        ARG currently  maintains insurance customary for businesses of its size
and type.  However,  there are  types of  losses  it may incur  that  cannot be
insured against or that ARG believes are not economically reasonable to insure,
such as losses due to natural disasters or acts of terrorism.  In addition, ARG
currently  self-insures  a  significant  portion of expected  losses  under its
workers  compensation,  general  liability  and  property  insurance  programs.
Unanticipated  changes in the actuarial  assumptions  and management  estimates
underlying ARG's reserves for these losses could result in materially different
amounts of expense under these  programs,  which could harm ARG's  business and
adversely affect its results of operations and financial condition.

        CHANGES IN  GOVERNMENTAL  REGULATION MAY HURT ARG'S ABILITY TO OPEN NEW
RESTAURANTS OR OTHERWISE HURT ARG'S EXISTING AND FUTURE OPERATIONS AND RESULTS.

        Each  Arby's  restaurant  is subject to  licensing  and  regulation  by
health, sanitation,  safety and other agencies in the state and/or municipality
in which the  restaurant is located.  There can be no assurance that ARG and/or
Arby's franchisees,  will not experience  material  difficulties or failures in
obtaining the necessary licenses or approvals for new restaurants,  which could
delay  the  opening  of such  restaurants  in the  future.  In  addition,  more
stringent and varied  requirements  of local and tax  governmental  bodies with
respect to zoning,  land use and  environmental  factors could delay or prevent
development  of new  restaurants  in  particular  locations.  ARG,  and  Arby's
franchisees,  are also subject to the Fair Labor  Standards  Act, which governs
such matters as minimum  wages,  overtime and other working  conditions,  along
with the Americans with  Disabilities  Act, family leave mandates and a variety
of other laws enacted by the states that govern these and other  employment law
matters.  One of our  subsidiaries is a defendant in a lawsuit alleging failure
to  comply  with  Title  III  of  the  Americans  with   Disabilities   Act  at
approximately  775  company-owned  restaurants  acquired  as  part  of the  RTM
acquisition in July 2005.  Under a court  approved  settlement of that lawsuit,
ARG estimates that it will spend approximately $1.0 million per year of capital
expenditures  over an  eight-year  period  beginning  in 2007  to  bring  these
restaurants  into  compliance  with the Americans  with  Disabilities  Act. ARG
cannot predict the amount of any other future expenditures that may be required
in order to permit  company-owned  restaurants  to comply  with any  changes in
existing  regulations or to comply with any future  regulations that may become
applicable to ARG's business.

        ARBY'S OPERATIONS COULD BE INFLUENCED BY WEATHER CONDITIONS.

        Weather,  which is  unpredictable,  can impact Arby's restaurant sales.
Harsh weather  conditions  that keep  customers  from dining out result in lost
opportunities  for Arby's  restaurants.  A heavy  snowstorm in the Northeast or
Midwest or a hurricane in the  Southeast  can shut down an entire  metropolitan
area,  resulting  in a  reduction  in sales in that  area.  Our  first  quarter
includes  winter  months  and  historically  has a  lower  level  of  sales  at
company-owned  restaurants.  Because a significant  portion of ARG's restaurant
operating  costs is fixed or  semi-fixed  in nature,  the loss of sales  during
these periods hurts ARG's operating margins,  resulting in restaurant operating
losses.  For these reasons, a  quarter-to-quarter  comparison may not be a good
indication of ARG's performance or how it may perform in the future.

        DUE TO THE CONCENTRATION OF ARBY'S RESTAURANTS IN PARTICULAR GEOGRAPHIC
REGIONS,  ARG'S  BUSINESS  RESULTS  COULD BE IMPACTED  BY THE ADVERSE  ECONOMIC
CONDITIONS  PREVAILING IN THOSE REGIONS REGARDLESS OF THE STATE OF THE NATIONAL
ECONOMY AS A WHOLE.


                                                                             17


        As of October  1, 2006,  ARG and  Arby's  franchisees  operated  Arby's
restaurants in 48 states,  the District of Columbia and four foreign countries.
As of October 1, 2006,  the six  leading  states by number of  operating  units
were: Ohio, with 286 restaurants; Michigan, with 188 restaurants; Indiana, with
175 restaurants;  Florida,  with 173 restaurants;  Texas, with 155 restaurants;
and Georgia,  with 153  restaurants.  This geographic  concentration  can cause
economic   conditions   in   particular   areas  of  the   country  to  have  a
disproportionate  impact on ARG's overall  results of operations.  ARG believes
that the adverse  economic  conditions in Ohio and  Michigan,  two states which
have a significant  number of Arby's  restaurants,  have adversely impacted its
results of operations. It is possible that adverse economic conditions in those
two states or in other states or regions that contain a high  concentration  of
Arby's  restaurants  could have a material  adverse  impact on ARG's results of
operations in the future.

        ARG AND ITS  SUBSIDIARIES  ARE  SUBJECT  TO VARIOUS  RESTRICTIONS,  AND
SUBSTANTIALLY ALL OF THEIR ASSETS ARE PLEDGED UNDER A CREDIT AGREEMENT.

        Under its credit agreement,  substantially all of the assets of ARG and
its subsidiaries (other than real property) are pledged as collateral security.
The credit  agreement  also  contains  financial  covenants  that,  among other
things,  require ARG and its subsidiaries to maintain certain  financial ratios
and  restrict  their  ability  to  incur  debt,  pay  dividends  or make  other
distributions,  enter into certain fundamental transactions (including sales of
assets and certain mergers and  consolidations)  and create or permit liens. If
ARG and its  subsidiaries  are  unable  to  generate  sufficient  cash  flow or
otherwise  obtain the funds necessary to make required  payments of interest or
principal  under,  or are  unable to  comply  with  covenants  of,  the  credit
agreement,  they  would be in default  under the terms of the credit  agreement
which would, under certain circumstances,  permit the lenders to accelerate the
maturity of the indebtedness.

                          RISKS RELATING TO DEERFIELD

        DCM MAY LOSE CLIENT ASSETS, AND THUS FEE REVENUE, FOR VARIOUS REASONS.

        DCM's success depends on its ability to earn  investment  advisory fees
from the client  accounts it manages.  Such fees generally  consist of payments
based on the  amount of assets in the  account  (management  fees),  and on the
profits  earned by the  account  or the  returns to  certain  investors  in the
accounts  (performance  fees). If there is a reduction in an account's  assets,
there  will be a  corresponding  reduction  in DCM's  management  fees from the
account,  and a likely reduction in DCM's performance fees (if any) relating to
the account, since the smaller the account's asset base the smaller will be the
potential  profits  earned by the  account.  There could be a  reduction  in an
account's  assets  as the  result of  investment  losses  in the  account,  the
withdrawal  by investors of their capital in the account,  or both.  Except for
the Deerfield  Triarc Capital Corp., a real estate  investment trust managed by
DCM (the "REIT"),  investors in the accounts  managed by DCM have various types
of withdrawal rights,  ranging from the right of investors in separate accounts
to  withdraw  any or all of  their  capital  on a daily  basis,  the  right  of
investors  in hedge funds to withdraw  their  capital on a monthly or quarterly
basis,  and the right of  investors  in  collateral  debt  obligation  vehicles
("CDOs") to terminate the CDO in specified situations. Investors in hedge funds
and managed  accounts may withdraw  capital for many reasons,  including  their
dissatisfaction  with the account's  performance,  adverse publicity  regarding
DCM,  DCM's loss of key  personnel,  errors in reporting  to investors  account
values or account  performance,  other matters resulting from problems in DCM's
systems  technology,  investors'  desire to invest the capital  elsewhere,  and
their need (in the case of investors that are themselves  investment funds) for
the capital to fund  withdrawals  by their  investors.  DCM could  experience a
major loss of account assets, and thus advisory fee revenue, at any time.

        POOR  INVESTMENT  PERFORMANCE  COULD  LEAD TO A LOSS OF  CLIENTS  AND A
DECLINE IN DCM'S REVENUES.

        Investment  performance  is a key  factor for the  retention  of client
assets,  the growth of DCM's  assets under  management  and the  generation  of
management fee revenue. Poor investment performance could impair DCM's revenues
and growth because:

        o     existing   clients  might  withdraw  funds  in  favor  of  better
              performing  products,  which  would  result  in lower  investment
              management fees for DCM;


                                                                             18


        o     DCM's subordinate management fees for a CDO may be deferred;

        o     DCM's  ability to attract  funds from  existing  and new  clients
              might diminish; and

        o     DCM might earn minimal or no performance fees.

        The failure of DCM's  investment  products  to perform  well both on an
absolute basis and in relation to competing products,  therefore,  could have a
material adverse effect on DCM's business.

        DCM DERIVES A SUBSTANTIAL  PORTION OF ITS REVENUES FROM  CONTRACTS THAT
MAY BE TERMINATED ON SHORT NOTICE.

        DCM  derives a  substantial  portion of its  revenues  from  investment
management agreements with accounts that generally have the right to remove DCM
as the  investment  manager of the  account  and  replace it with a  substitute
investment  manager.  Some of these  investment  management  agreements  may be
terminated  for  various  reasons,  including  failure to follow the  account's
investment guidelines, fraud, breach of fiduciary duty and gross negligence, or
may not be renewed.  With respect to DCM's  agreements with some of the CDOs it
manages,  DCM can be removed  without cause by investors  that hold a specified
amount of the securities  issued by the CDO. All of DCM's  agreements with CDOs
allow investors that hold a specified amount of securities issued by the CDO to
remove  DCM for  "cause,"  which  typically  includes  DCM's  violation  of the
management   agreement   or  the   CDO's   indenture,   DCM's   breach  of  its
representations  and  warranties  under  the  agreement,  DCM's  bankruptcy  or
insolvency,  DCM's fraud or a criminal offense by DCM or its employees, and the
failure of certain of the CDO's performance tests. DCM's investment  management
agreements  with  separate  accounts  are  typically  terminable  by the client
without  penalty  on 30 days'  notice or less.  DCM may not be able to  replace
these  agreements on favorable  terms.  The revenue loss that would result from
any such termination could have a material adverse effect on DCM's business.

        DCM  COULD  LOSE  CLIENT  ASSETS  AS THE  RESULT OF THE LOSS OF KEY DCM
PERSONNEL.

        DCM  generally  assigns the  management of its  investment  products to
specific teams, consisting of DCM portfolio management and other personnel. The
loss of a particular member or members of such a team - for example, because of
resignation  or retirement - could cause  investors in the product to withdraw,
to the extent they have withdrawal rights, all or a portion of their investment
in the  product,  and  adversely  affect the  marketing  of the  product to new
investors and the product's performance.  In the case of some accounts, such as
certain  CDOs,  DCM can be  removed  as  investment  manager  upon  its loss of
specified  key  employees.  In  addition  to the  loss  of  specific  portfolio
management  team  members,  the loss of one or more  members  of  DCM's  senior
management  involved in  supervising  the  portfolio  teams could have  similar
adverse effects on DCM's investment products.

        DCM MAY NEED TO OFFER NEW  INVESTMENT  STRATEGIES AND PRODUCTS IN ORDER
TO CONTINUE TO GENERATE REVENUE.

        The segments of the asset management industry in which DCM operates are
subject  to  rapid  change.   Investment   strategies  and  products  that  had
historically  been  attractive to investors may lose their appeal,  for various
reasons.  Thus, strategies and products that have generated fee revenue for DCM
in the past may fail to do so in the  future.  In such case DCM  would  have to
develop new  strategies  and  products in order to retain  investors or replace
withdrawing  investors  with new  investors.  It could  be both  expensive  and
difficult  for DCM to develop  new  strategies  and  products,  and there is no
assurance that DCM would be successful in this regard. In addition, alternative
asset  management  products  represent a  substantially  smaller segment of the
overall asset management  industry than traditional  asset management  products
(such as many  corporate bond funds).  DCM's  inability to expand its offerings
beyond alternative asset management  products could inhibit its growth and harm
its competitive position in the investment management industry.

        CHANGES IN THE FIXED INCOME MARKETS COULD ADVERSELY AFFECT DCM.

        DCM's success depends on the attractiveness to institutional  investors
of investing in the fixed income  markets,  and changes in those  markets could
significantly reduce the appeal of DCM's investment products to such investors.
Such changes could include  increased  volatility in the prices of fixed income


                                                                             19


instruments,  periods  of  illiquidity  in the fixed  income  trading  markets,
changes in the taxation of fixed income instruments, significant changes in the
"spreads"  in the fixed  income  markets  (the  amount  by which the  yields on
particular  fixed  income  instruments  exceed  the  yields on  benchmark  U.S.
Treasury  securities),  and the lack of  arbitrage  opportunities  between U.S.
Treasury  securities and their related  instruments (such as interest rate swap
and futures  contracts).  The fixed income markets can be highly volatile,  and
the prices of fixed  income  instruments  may  increase  or  decrease  for many
reasons beyond DCM's control or ability to anticipate,  including  economic and
political events and acts of terrorism. Any adverse changes in the fixed income
markets could reduce DCM's revenues.

        THE  NARROWING OF CDO SPREADS COULD MAKE IT DIFFICULT FOR DCM TO LAUNCH
NEW CDOS.

        It is important for DCM to be able to launch new CDO products from time
to time,  both to expand  its CDO  activities  (which are a major part of DCM's
business) and to replace  existing CDOs as they are  terminated or mature.  The
ability to launch new CDOs is dependent on, among other factors,  the amount by
which the interest earned on the collateral held by the CDO (such as bank loans
or  corporate  bonds)  exceeds  the  interest  payable  by the CDO on the  debt
obligations it issues to investors. If these "spreads" are not wide enough, the
proposed CDO will not be  attractive  to investors and thus cannot be launched.
There may be sustained periods when such spreads will not be sufficient for DCM
to launch new CDO products, which could have a material adverse effect on DCM's
business.

        DCM COULD LOSE CLIENT ASSETS AS THE RESULT OF ADVERSE PUBLICITY.

        Asset  managers  such as DCM can be  particularly  vulnerable to losing
clients because of adverse publicity.  Asset managers are generally regarded as
fiduciaries,  and if they  fail to  adhere  at all  times  to a high  level  of
honesty, fair dealing and professionalism they can incur large and rapid losses
of  client  assets.  Accordingly,  a  relatively  small  lapse in this  regard,
particularly  if it  resulted  in a  regulatory  investigation  or  enforcement
proceeding, could materially hurt DCM's business.

        DCM COULD INCUR LOSSES DUE TO TRADING ERRORS.

        DCM  could  make  errors  in  placing  transaction  orders  for  client
accounts,  such as  purchasing  a  security  for an  account  whose  investment
guidelines  prohibited  the account from holding the  security,  purchasing  an
unintended amount of the security,  or placing a buy order when DCM intended to
place a sell order. If the transaction  resulted in a loss for the account, DCM
might be required to reimburse the account for the loss, or DCM might choose to
do so for client relations purposes. Such reimbursements could be substantial.

        DCM COULD LOSE  MANAGEMENT  FEE INCOME FROM ITS CDOS BECAUSE OF PAYMENT
DEFAULTS BY ISSUERS OF COLLATERAL HELD BY THE CDOS OR THE TRIGGERING OF CERTAIN
STRUCTURAL PROTECTIONS BUILT INTO CDOS.

        Pursuant to the investment  management  agreements  between DCM and the
CDOs it manages,  DCM's  management fee from the CDO is generally  subject to a
"waterfall" structure, under which DCM will not receive all or a portion of its
fees if, among other things,  the CDO does not have  sufficient cash flows from
its underlying  collateral  (such as corporate  bonds or bank loans) to pay the
required interest on the notes it has issued to investors and certain expenses.
This could occur if there are  defaults by issuers of the  collateral  on their
payments of principal or interest  relating to the  collateral.  In that event,
DCM's  management  fees would be deferred  until funds are available to pay the
fees, if such funds become  available.  In addition,  many CDOs have structural
provisions meant to protect investors from  deterioration in the credit quality
of the underlying  collateral  pool. If those  provisions  are triggered,  then
certain portions of DCM's management fees may be deferred indefinitely.

        DCM MAY BE UNABLE TO INCREASE ITS ASSETS UNDER MANAGEMENT IN CERTAIN OF
ITS  INVESTMENT  VEHICLES,  OR IT MAY HAVE TO REDUCE  SUCH  ASSETS,  BECAUSE OF
CAPACITY CONSTRAINTS.

        A number of DCM's  investment  vehicles  are  limited  in the amount of
client  assets  they  can  accommodate  by  the  amount  of  liquidity  in  the
instruments traded by such vehicles, the arbitrage  opportunities  available in
those instruments,  or other factors.  Thus, DCM may manage investment vehicles
that are  relatively  successful  but that  cannot  accept  additional  capital
because of such constraints.  In addition,  DCM might have to reduce the amount


                                                                             20


of assets  managed  in  investment  vehicles  that face  capacity  constraints.
Changes in the fixed income markets could materially  reduce capacity,  such as
an  increase  in the  number  of  asset  managers  using  the  same or  similar
strategies as DCM.

        THE FIXED INCOME INVESTMENT MANAGEMENT MARKET IS HIGHLY COMPETITIVE AND
DCM MAY LOSE CLIENT  ASSETS DUE TO  COMPETITION  FROM OTHER ASSET  MANAGERS WHO
HAVE  GREATER  RESOURCES  THAN DCM DOES OR WHO ARE ABLE TO OFFER  SERVICES  AND
PRODUCTS AT MORE COMPETITIVE PRICES.

        The alternative asset management industry is highly  competitive.  Many
firms offer similar and additional  investment management products and services
to the same clients that DCM targets.  DCM currently focuses almost exclusively
on fixed income securities and related financial instruments in managing client
accounts. DCM has limited experience in investing in equity securities. This is
in contrast to numerous  other asset  managers  with  comparable  assets  under
management, which have significant background and experience in both the equity
and debt markets.  In addition,  many of DCM's  competitors  have or may in the
future  develop  greater   financial  and  other   resources,   more  extensive
distribution capabilities, more effective marketing strategies, more attractive
fund structures and broader name recognition.  DCM's competitors may be able to
use these resources and capabilities to place DCM at a competitive disadvantage
in  retaining   assets  under   management  and  achieving   increased   market
penetration.  Also, DCM may be at a disadvantage  in competing with other asset
managers that are subject to less  regulation and thus less restricted in their
client  solicitation  and  portfolio  management  activities,  and  DCM  may be
competing  for  non-U.S.  clients  with  asset  managers  that are based in the
jurisdiction of the prospective  client's  domicile.  Because barriers to entry
into the alternative asset management  business are low, DCM may face increased
competition  from many new entrants  into DCM's  relatively  limited  market of
providing  fixed income asset  management  services to  institutional  clients.
Also, DCM is a relatively recent entrant into the REIT management  business and
DCM  competes  in this  area  against  numerous  firms  that are  larger,  more
experienced or both.

        Additionally,  if other asset  managers  offer services and products at
more  competitive  prices than DCM offers,  DCM may not be able to maintain its
current fee structure.  Although  DCM's  investment  management  fees vary from
product to product,  historically DCM has competed primarily on the performance
of its products and not on the level of its investment management fees relative
to those of its competitors.  In recent years,  however,  despite the fact that
alternative  asset  managers  typically  charge  higher  fees than  traditional
managers,  particularly with respect to hedge funds and similar products, there
has  been a trend  toward  lower  fees in the  investment  management  industry
generally. In order to maintain its fee structure in a competitive environment,
DCM must be able to continue to provide  clients  with  investment  returns and
service that make  investors  willing to pay DCM's fees.  DCM cannot assure you
that it will  succeed in  providing  investment  returns and service  that will
allow DCM to maintain its current fee structure.  Fee reductions on existing or
future  business  could have a material  adverse effect on DCM's profit margins
and results of operations.

        CHANGES IN LAWS,  REGULATIONS OR GOVERNMENT  POLICIES  AFFECTING  DCM'S
BUSINESSES  COULD LIMIT ITS REVENUES,  INCREASE ITS COSTS OF DOING BUSINESS AND
MATERIALLY AND ADVERSELY AFFECT ITS BUSINESS.

        DCM's  business is subject to  extensive  government  regulation.  This
regulation  is primarily at the federal  level,  through  regulation by the SEC
under the  Investment  Advisers Act of 1940, as amended,  and regulation by the
Commodity  Futures Trading  Commission,  or CFTC, under the Commodity  Exchange
Act, as amended.  DCM is also  regulated by state  regulators.  The  Investment
Advisers Act imposes  numerous  obligations  on investment  advisers  including
anti-fraud  prohibitions,  advertising  and  custody  requirements,  disclosure
obligations,  compliance  program  duties and  trading  restrictions.  The CFTC
regulates commodity futures and option markets and imposes numerous obligations
on the industry.  DCM is registered  with the CFTC as both a commodity  trading
advisor  and a  commodity  pool  operator  and  certain  of its  employees  are
registered  with the CFTC as "associated  persons." DCM is also a member of the
National Futures  Association,  the  self-regulatory  organization for the U.S.
commodity futures industry,  and thus subject to its regulations.  If DCM fails
to comply with applicable  laws or regulations,  DCM could be subject to fines,
censure,  suspensions of personnel or other sanctions,  including revocation of
its  registration  as an  investment  adviser,  commodity  trading  advisor  or
commodity pool operator.  Changes in laws,  regulations or government  policies
could limit DCM's revenues, increase its costs of doing business and materially
adversely affect its business.


                                                                             21


        Although DCM is not  currently  directly  regulated  outside the United
States, the non-U.S.  domiciled investment funds that DCM manages are regulated
in the  jurisdiction  of their  domicile.  Changes  in the  laws or  government
policies of these foreign  jurisdictions  could limit DCM's revenues from these
funds,  increase  DCM's  costs of doing  business  in these  jurisdictions  and
materially  adversely  affect DCM's business.  Furthermore,  if DCM expands its
business into foreign  jurisdictions  and  establishes  offices or subsidiaries
overseas, it could become subject to non-U.S. laws and government policies.

        The  level of  investor  participation  in DCM's  products  may also be
affected by the regulatory and  self-regulatory  requirements  and restrictions
applicable  to  DCM's   products  and   investors,   the  financial   reporting
requirements imposed on DCM's investors and financial  intermediaries,  and the
tax  treatment  of DCM's  products.  Adverse  changes in any of these areas may
result in a loss of  existing  investors  or  difficulties  in  attracting  new
investors.

                                  OTHER RISKS

        WE MAY NOT BE ABLE TO  ADEQUATELY  PROTECT OUR  INTELLECTUAL  PROPERTY,
WHICH COULD HARM THE VALUE OF OUR BRANDS AND HURT OUR BUSINESS.

        Our  intellectual  property is material to the conduct of our business.
We rely on a  combination  of  trademarks,  copyrights,  service  marks,  trade
secrets  and  similar  intellectual  property  rights to protect our brands and
other intellectual  property.  The success of our business strategy depends, in
part, on our continued ability to use our existing trademarks and service marks
in order to increase brand awareness and further  develop our branded  products
in both  existing and new markets.  If our efforts to protect our  intellectual
property are not adequate,  or if any third party  misappropriates or infringes
on our intellectual property,  either in print or on the Internet, the value of
our brands may be harmed,  which  could have a material  adverse  effect on our
business,  including  the failure of our brands to achieve and maintain  market
acceptance. This could harm our image, brand or competitive position and, if we
commence litigation to enforce our rights,  cause us to incur significant legal
fees.

        We franchise our restaurant brands to various franchisees. While we try
to  ensure  that  the  quality  of  our  brands  is  maintained  by  all of our
franchisees,  we cannot assure you that these franchisees will not take actions
that hurt the  value of our  intellectual  property  or the  reputation  of the
Arby's restaurant  system. We have registered certain trademarks and have other
trademark  registrations  pending in the  United  States  and  certain  foreign
jurisdictions. The trademarks that we currently use have not been registered in
all of the  countries  outside of the United  States in which we do business or
may do  business  in the  future  and may never be  registered  in all of these
countries.  We cannot assure you that all of the steps we have taken to protect
our  intellectual  property in the United States and foreign  countries will be
adequate.  The  laws of some  foreign  countries  do not  protect  intellectual
property rights to the same extent as the laws of the United States.

        In  addition,  we cannot  assure you that third  parties will not claim
infringement by us in the future. Any such claim,  whether or not it has merit,
could  be  time-consuming,   result  in  costly  litigation,  cause  delays  in
introducing  new menu items or investment  products or require us to enter into
royalty or  licensing  agreements.  As a result,  any such claim could harm our
business  and  cause a decline  in our  results  of  operations  and  financial
condition.

        ONE OF OUR  SUBSIDIARIES  REMAINS  CONTINGENTLY  LIABLE WITH RESPECT TO
CERTAIN OBLIGATIONS RELATING TO A BUSINESS THAT WE HAVE SOLD.

        In July 1999,  we sold 41.7% of our then  remaining  42.7%  interest in
National Propane Partners,  L.P. and a sub-partnership,  National Propane, L.P.
to Columbia  Energy Group,  and retained less than a 1% special limited partner
interest in AmeriGas Eagle Propane,  L.P.  (formerly known as National Propane,
L.P.  and  as  Columbia  Propane,  L.P.).  As  part  of  the  transaction,  our
subsidiary,  National  Propane  Corporation,  agreed  that  while it  remains a
special limited  partner of AmeriGas,  it would indemnify the owner of AmeriGas
for any  payments the owner makes under  certain debt of AmeriGas  (aggregating
approximately  $138  million as of October 1,  2006),  if AmeriGas is unable to
repay or  refinance  such  debt,  but only  after  recourse  to the  assets  of
AmeriGas.  Either National Propane  Corporation or AmeriGas Propane,  L.P., the
owner of  AmeriGas,  may require  AmeriGas to  repurchase  the special  limited
partner  interest.  However,  we believe it is unlikely that either party would


                                                                             22


require repurchase prior to 2009 as either AmeriGas Propane,  L.P. would owe us
tax indemnification  payments or we would accelerate payment of deferred taxes,
which amount to approximately  $36.0 million as of October 1, 2006,  associated
with our sale of the propane business.

        Although we believe that it is unlikely  that we will be called upon to
make any payments under the indemnification described above, if we are required
to make such payments it could have a material  adverse effect on our financial
position and results of operations.

        CHANGES IN  GOVERNMENTAL  REGULATION MAY ADVERSELY  AFFECT OUR EXISTING
AND FUTURE OPERATIONS AND RESULTS.

        Certain of our current and past  operations are or have been subject to
federal,  state and local  environmental  laws and  regulations  concerning the
discharge, storage, handling and disposal of hazardous or toxic substances that
provide for  significant  fines,  penalties and  liabilities,  in certain cases
without regard to whether the owner or operator of the property knew of, or was
responsible for, the release or presence of such hazardous or toxic substances.
In  addition,  third  parties may make claims  against  owners or  operators of
properties for personal  injuries and property damage  associated with releases
of  hazardous  or toxic  substances.  Although we believe  that our  operations
comply in all material  respects  with all  applicable  environmental  laws and
regulations,  we cannot predict what  environmental  legislation or regulations
will be enacted in the future or how  existing  or future  laws or  regulations
will be  administered  or  interpreted.  We cannot predict the amount of future
expenditures  that may be required  in order to comply  with any  environmental
laws or regulations or to satisfy any such claims.

                       RISKS RELATING TO OUR COMMON STOCK

        WE ARE A HOLDING  COMPANY AND DEPEND ON DIVIDENDS OF AND  DISTRIBUTIONS
FROM OUR SUBSIDIARIES AND OUR CASH OR CASH EQUIVALENTS TO MEET OUR OBLIGATIONS.

        Because we are a holding  company,  our ability to service debt and pay
dividends,  including  dividends on our Class A common stock and Class B common
stock, is dependent upon our cash, cash equivalents and short-term  investments
on hand, cash flows from our subsidiaries,  including loans, cash dividends and
reimbursement  by  subsidiaries  to us in  connection  with  providing  certain
management  services and  payments by  subsidiaries  under  certain tax sharing
agreements.  For the nine months ended October 1, 2006,  the  distributed  cash
flow from our  subsidiaries  was inadequate to cover all of the expenses of our
holding company.  Accordingly, we may need to use our cash and cash equivalents
or income from other  investments  we may make to pay  dividends  on our common
stock and  preferred  stock (if any) and  interest  and  principal  on our debt
securities.

        Under  the  terms  of  the  Arby's  Restaurant  Holdings,   LLC  credit
agreement, there are restrictions on the ability of Arby's Restaurant Holdings,
LLC and its  subsidiaries to pay dividends and/or make loans or advances to us.
The ability of any of our  subsidiaries to pay cash dividends and/or make loans
or advances  to us is also  dependent  upon the  respective  abilities  of such
entities to achieve  sufficient cash flows after  satisfying  their  respective
cash  requirements,  including  debt  service,  to enable  the  payment of such
dividends or the making of such loans or advances.

        THE THEN CURRENT  HOLDERS OF OUR COMMON STOCK MAY EXPERIENCE A DILUTION
IN THE VALUE OF THEIR  EQUITY  INTEREST AS A RESULT OF THE ISSUANCE AND SALE OF
ADDITIONAL SHARES OF OUR COMMON STOCK.

        We may decide to raise  additional funds through public or private debt
or equity financing to fund our operations. If we raise funds by issuing equity
securities,  the percentage  ownership of then current  securityholders will be
reduced and the new equity  securities  may have rights  senior to those of the
then  outstanding  common stock.  This dilution could be significant  depending
upon the type of financing obtained and the terms of such financing.




                                                                             23


        SHARES OF OUR COMMON STOCK OR PREFERRED  STOCK ELIGIBLE FOR PUBLIC SALE
COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR CLASS A COMMON STOCK AND CLASS B
COMMON STOCK,  SERIES 1, AND ANY OTHER OF OUR SECURITIES  THAT MAY BE LISTED IN
THE FUTURE.

        The market price of our Class A common stock and Class B common  stock,
Series 1, and any  other of our  securities  that may be  listed in the  future
could decline as a result of sales of a large number of shares in the market in
the future or market perception that such sales could occur, including sales or
distributions of shares by one or more of our large  securityholders  or by our
controlling securityholder. These factors could also make it more difficult for
us to raise funds  through  offerings of equity  securities  in the future at a
time and at a price that we deem  appropriate.  As of October 31,  2006,  there
were 27,913,475 shares of our Class A common stock and 61,002,156 shares of our
Class B common  stock,  Series  1,  outstanding.  All of the  shares of Class A
common  stock  and Class B common  stock,  Series  1, are  freely  transferable
without restriction or further  registration under the federal securities laws,
except for any shares held by our affiliates, sales of which will be limited by
Rule 144 under the Securities Act absent registration under the Securities Act,
and except for the shares covered by this prospectus.

        WE HAVE OUTSTANDING A SUBSTANTIAL  AMOUNT OF STOCK OPTIONS  EXERCISABLE
INTO OUR CLASS A COMMON STOCK AND CLASS B COMMON STOCK, SERIES 1.

        As of October 1, 2006,  options  to  purchase  3,788,000  shares of our
Class A common stock and 15,290,000 shares of our Class B common stock,  Series
1, were  outstanding  under our equity  participation  plans for our directors,
officers,  key employees and consultants and there were 487,136 shares of Class
A  common  stock  and  2,232,980  shares  of Class B common  stock,  Series  1,
available  for  future  grant.  In  addition,  there were  99,000  and  486,000
contingently  issuable  restricted  shares of Class A common  stock and Class B
common stock, respectively,  as of October 1, 2006. The exercise of outstanding
options or the future issuance of options (and the exercise of such options) or
restricted stock will dilute the beneficial ownership of holders of our Class A
common stock and Class B common stock, Series 1.

        THE PRICE OF OUR CLASS A COMMON STOCK AND CLASS B COMMON STOCK,  SERIES
1, MAY FLUCTUATE SIGNIFICANTLY.

        The price of our Class A common stock and Class B common stock,  Series
1, on the New York Stock Exchange constantly changes. We expect that the market
price of our  Class A common  stock and  Class B common  stock,  Series 1, will
continue to fluctuate.  Our stock prices can fluctuate as a result of a variety
of factors, many of which are beyond our control. These factors include:

        o     significant  acquisitions  or  business  combinations,  strategic
              partnerships,   joint  ventures  or  capital  commitments  by  or
              involving us or our competitors;

        o     failure to  integrate  our  acquisitions  or realize  anticipated
              benefits from our acquisitions;

        o     competition, including pricing pressures, the potential impact of
              competitors'  new  units  on  sales  by  Arby's  restaurants  and
              consumers' perceptions of the relative quality, variety and value
              of the food products offered;

        o     market acceptance of new product offerings;

        o     new product and concept development by competitors;

        o     changing  trends in consumer  tastes and  preferences  (including
              changes  resulting from health or safety concerns with respect to
              the  consumption  of beef,  french  fries  or other  foods or the
              effects of food-borne  illnesses) and in spending and demographic
              patterns;

        o     the ability of franchisees to open new  restaurants in accordance
              with their  development  commitments,  including  the  ability of
              franchisees to finance restaurant development;

        o     delays in opening new restaurants or completing remodels;


                                                                             24


        o     anticipated and unanticipated  restaurant  closures by us and our
              franchisees;

        o     availability of qualified personnel to us and to our franchisees;

        o     changes in government regulations;

        o     changes in applicable accounting policies and practices; and

        o     geopolitical  conditions  such as acts or threats of terrorism or
              military conflicts.

        General market fluctuations,  industry factors and economic conditions,
such as economic  slowdowns,  recessions or interest  rate changes,  also could
cause our stock price to fluctuate. See "Forward-Looking Statements."

        In  addition,  the stock  market in  general  has  experienced  extreme
volatility  that has often been  unrelated to the  operating  performance  of a
particular  company.  These broad market  fluctuations may adversely affect the
market price of our Class A common stock and Class B common stock, Series 1.

        FORWARD-LOOKING STATEMENTS

        Some of the statements  contained in this prospectus or incorporated by
reference into this prospectus are  "forward-looking  statements"  that involve
risks,  uncertainties  and  assumptions  with  respect  to us,  including  some
statements  concerning the transactions  described in this  prospectus,  future
results,  plans,  goals and other  events  which have not yet  occurred.  These
statements are intended to qualify for the safe harbors from liability provided
by Section 27A of the  Securities  Act and Section 21E of the Exchange Act. You
can find many  (but not all) of these  statements  by  looking  for words  like
"will," "may,"  "believes,"  "expects,"  "anticipates,"  "forecast,"  "future,"
"intends," "plans" and "estimates" and for similar expressions.

        These forward-looking statements are based on our current expectations,
speak only as of the date of this prospectus and are susceptible to a number of
risks,  uncertainties  and other factors.  Our actual results,  performance and
achievements  may differ  materially  from any future  results,  performance or
achievements expressed or implied by such forward-looking statements. For those
statements,  we claim the  protection of the  safe-harbor  for  forward-looking
statements  contained in the  Securities  Litigation  Reform Act of 1995.  Many
important factors could affect our future results and could cause those results
to differ  materially  from those expressed in the  forward-looking  statements
contained in this prospectus. Such factors include, but are not limited to, the
following:

        o     competition, including pricing pressures and the potential impact
              of competitors' new units on sales by Arby's restaurants;

        o     consumers' perceptions of the relative quality, variety and value
              of the food products we offer;

        o     success of operating initiatives;

        o     development costs;

        o     advertising and promotional efforts;

        o     brand awareness;

        o     the existence or absence of positive or adverse publicity;

        o     new product and concept  development  by us and our  competitors,
              and market acceptance of such new product offerings and concepts;


                                                                             25


        o     changes in consumer  tastes and  preferences,  including  changes
              resulting  from concerns over  nutritional  or safety  aspects of
              beef,  poultry,  french  fries or other  foods or the  effects of
              food-borne   illnesses  such  as  "mad  cow  disease"  and  avian
              influenza or "bird flu";

        o     changes in spending patterns and demographic trends;

        o     adverse economic  conditions,  including high unemployment rates,
              in geographic regions that contain a high concentration of Arby's
              restaurants;

        o     the business and financial viability of key franchisees;

        o     the timely payment of franchisee obligations due to us;

        o     availability,   location  and  terms  of  sites  for   restaurant
              development by us and our franchisees;

        o     the  ability  of our  franchisees  to  open  new  restaurants  in
              accordance  with their  development  commitments,  including  the
              ability of franchisees to finance restaurant development;

        o     delays in opening new restaurants or completing remodels;

        o     the  timing  and  impact  of  acquisitions  and  dispositions  of
              restaurants;

        o     our  ability  to  successfully   integrate  acquired   restaurant
              operations;

        o     anticipated or  unanticipated  restaurant  closures by us and our
              franchisees;

        o     our ability to identify, attract and retain potential franchisees
              with sufficient experience and financial resources to develop and
              operate Arby's restaurants successfully;

        o     changes  in  business  strategy  or  development  plans,  and the
              willingness of our franchisees to participate in our strategy;

        o     business  abilities  and  judgment  of our and  our  franchisees'
              management and other personnel;

        o     availability of qualified  restaurant  personnel to us and to our
              franchisees;

        o     our ability, if necessary, to secure alternative  distribution of
              supplies  of  food,   equipment  and  other  products  to  Arby's
              restaurants at competitive rates and in adequate amounts, and the
              potential   financial   impact  of  any   interruptions  in  such
              distribution;

        o     changes   in   commodity   (including   beef),   labor,   supply,
              distribution  and other operating costs and availability and cost
              of insurance;

        o     adverse weather conditions;

        o     significant  reductions  in our client  assets  under  management
              (which  would  reduce  our  advisory  fee  revenue),  due to such
              factors as weak performance of our investment products (either on
              an  absolute  basis  or  relative  to our  competitors  or  other
              investment   strategies),   substantial   illiquidity   or  price
              volatility in the fixed income instruments that we trade, loss of
              key  portfolio   management  or  other   personnel  (or  lack  of
              availability   of   additional   key   personnel  if  needed  for
              expansion),  reduced  investor demand for the types of investment
              products we offer, and loss of investor confidence due to adverse
              publicity;

        o     increased  competition from other asset managers offering similar
              types of products to those we offer;


                                                                             26


        o     pricing  pressure on the advisory fees that we can charge for our
              investment advisory services;

        o     difficulty in increasing assets under management,  or efficiently
              managing existing assets,  due to  market-related  constraints on
              trading  capacity,  inability  to hire the  necessary  additional
              personnel   or   lack   of   potentially    profitable    trading
              opportunities;

        o     our removal as  investment  manager of one or more of the CDOs or
              other accounts we manage,  or the reduction in our CDO management
              fees  because of payment  defaults  by issuers of the  underlying
              collateral or the  triggering of certain  structural  protections
              built into CDOs;

        o     availability,  terms  (including  changes in interest  rates) and
              deployment of capital;

        o     changes  in  legal  or  self-regulatory  requirements,  including
              franchising laws, investment management  regulations,  accounting
              standards, environmental laws, overtime rules, minimum wage rates
              and taxation rates;

        o     the   costs,   uncertainties   and   other   effects   of  legal,
              environmental and administrative proceedings;

        o     the impact of general economic conditions on consumer spending or
              securities investing, including a slower consumer economy and the
              effects of war or terrorist activities;

        o     the  payment  of  the  future  installment  of the  special  cash
              dividends  referred  to  elsewhere  herein  and any other  future
              dividends are subject to  applicable  law and will be made at the
              discretion  of our Board based on such  factors as our  earnings,
              financial   condition,   cash  requirements  and  other  factors,
              including  whether  such future  installment  of the special cash
              dividends would result in a material adjustment to the conversion
              price of our 5% convertible notes due 2023; and

        o     other risks and uncertainties  referred to in this prospectus and
              in our other  current and  periodic  filings with the SEC, all of
              which are difficult or impossible to predict  accurately and many
              of which are beyond our control.

        We will not  undertake  and  specifically  decline  any  obligation  to
publicly  release  the  result  of  any  revisions  which  may be  made  to any
forward-looking statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated or  unanticipated
events.  In  addition,  it is our  policy  generally  not to make any  specific
projections  as to  future  earnings,  and we do not  endorse  any  projections
regarding future performance that may be made by third parties.


                                USE OF PROCEEDS

        We will not  receive any  proceeds  from the sale of our Class B common
stock, Series 1, by the selling stockholders.




                                                                             27




                              SELLING STOCKHOLDERS

        The  shares  of our  Class B common  stock,  Series  1, to  which  this
prospectus  relates  are being  registered  for offers and sales by the selling
stockholders  named below.  We have registered the shares to permit the selling
stockholders and some of their transferees after the date of this prospectus to
sell the shares when they deem  appropriate.  We refer to all of these possible
sellers  as  the  "selling  stockholders"  in  this  prospectus.   The  selling
stockholders may sell all, a portion or none of their shares at any time.

        The following  table sets forth  information  regarding the  beneficial
ownership of the Class B common stock, Series 1, by the selling stockholders as
of December 5, 2006.



                                                                     SHARES OF
                                                                  CLASS B COMMON
                              SHARES OF CLASS B COMMON STOCK,    STOCK, SERIES 1,       SHARES OF CLASS B COMMON
                               SERIES 1, BENEFICIALLY OWNED      THAT MAY BE SOLD     STOCK, SERIES 1, BENEFICIALLY
                                   PRIOR TO OFFERING(1)            HEREUNDER(1)           OWNED AFTER OFFERING
            NAME                 NUMBER           PERCENT                                NUMBER         PERCENT
---------------------------------------------------------------------------------------------------------------------
                                                                                         
Russell V. Umphenour, Jr.(2)    3,615,856             6.0%            3,614,177          1,679               *
Dennis E. Cooper                1,471,498             2.6%            1,471,498              -               -
Thomas A. Garrett               1,229,073(3)          1.7%              691,414        537,659(3)            *
J. Russell Welch                  947,119             1.6%              947,119              -               -
Russell V. Umphenour, III         627,259             1.1%              627,259              -               -
Sharon S. Umphenour               481,355             *                 481,355              -               -
Sharron L. Barton                 254,219             *                 254,219              -               -
Cooper Family Partnership         207,783             *                 207,783              -               -
Deborah K. Pike                   198,453             *                 198,453              -               -
Michael I. Lippert                132,074(4)          *                 100,553         31,521(4)            *
Joseph Gondolfo                    14,563             *                  14,563              -               -
J. David Pipes                    161,471(5)          *                   3,866        157,605(5)            *
Royal Family Kids Camp            103,891             *                 103,891              -               -
Michael B. Abt                    100,553             *                 100,553              -               -
John L. Gray, Jr.                 100,553             *                 100,553              -               -
Robert P. Rogers                   12,495             *                  12,495              -               -
Ray Biondi                         10,682             *                  10,682              -               -
Robert S. Stallings                 3,748             *                   3,748              -               -
John A. Todd, Jr.                  30,165             *                  30,165              -               -
Karen G. Samples                   29,589             *                  29,589              -               -
Gregory L. Hawkins                 20,431             *                  20,431              -               -
Allison K. Hyer                    20,270             *                  20,270              -               -
Susan A. Bauer                     20,110             *                  20,110              -               -
Daniel T. Collins                  20,110             *                  20,110              -               -
Wendy E. Henderson                 20,110             *                  20,110              -               -
Jeryl M. McIntyre                  20,110             *                  20,110              -               -
Melissa M. Strait                  20,110             *                  20,110              -               -
Michael P. Kovac                   11,658             *                  11,658              -               -
John M. Davis, Jr.                 11,034             *                  11,034              -               -
Jason T. Abelkop                   10,908             *                  10,908              -               -
Patrick S. Herreman                10,215             *                  10,215              -               -
Thomas L. Stager                   10,055             *                  10,055              -               -
Lynn P. Alexander                   2,285             *                   2,285              -               -
Jerry R. Ardizzone                    188             *                     188              -               -
Cynthia S. Richardson               1,481             *                   1,481              -               -



                                                                             28




                                                                     SHARES OF
                                                                  CLASS B COMMON
                              SHARES OF CLASS B COMMON STOCK,    STOCK, SERIES 1,       SHARES OF CLASS B COMMON
                               SERIES 1, BENEFICIALLY OWNED      THAT MAY BE SOLD     STOCK, SERIES 1, BENEFICIALLY
                                   PRIOR TO OFFERING(1)            HEREUNDER(1)           OWNED AFTER OFFERING
            NAME                 NUMBER           PERCENT                                NUMBER         PERCENT
---------------------------------------------------------------------------------------------------------------------
                                                                                         
Christopher P. Kuehn                  804             *                     804              -               -
James M. Hannan                       504             *                     504              -               -
John S. Dritt                         489             *                     489              -               -
John A. Odachowski                    489             *                     489              -               -
Kito O. Cody                          160             *                     160              -               -
Gary A. Clough                        145             *                     145              -               -


---------------------------

        *Less than 1%.

        (1)  Includes  1,203,372  shares  of  Class B  common  stock, Series 1,
             deposited  in  an  escrow  account  in  connection  with  the  RTM
             acquisition  and  available for sale upon release from such escrow
             account  in  accordance  with  the  terms  thereof.  See  "The RTM
             Acquisition."

        (2)  Mr.  Umphenour  became a director  of Triarc on August  11,  2005.
             Since that date,  he has  received an aggregate of 1,679 shares of
             Class B  common  stock,  Series 1, in lieu  of  cash  payments  of
             director's fees otherwise payable to him.

        (3)  Includes  options to purchase 537,659 shares of our Class B common
             stock, Series 1, held by Mr. Garre that have vested.

        (4)  Includes  options to purchase  31,521 shares of our Class B common
             stock, Series 1, held by Mr. Lippert that have vested.

        (5)  Includes  options to purchase 157,605 shares of our Class B common
             stock, Series 1, held by Mr. Pipes that have vested.


RELATIONSHIP WITH SELLING STOCKHOLDERS

        All of the shares offered by the selling  stockholders were received by
them in connection with the RTM acquisition. As part of the total consideration
in the RTM acquisition, we issued 9,684,316 shares of our Class B common stock,
Series 1, and options to purchase  774,066  shares of our Class B common stock,
Series 1 (with a  weighted  average  exercise  price of $8.92 per  share).  The
number of shares and options that were issued to the selling  stockholders  are
set forth above.  Of the shares that were issued,  a total of 1,203,372  shares
were deposited in an escrow account in connection with the RTM acquisition. See
"The RTM Acquisition" for a more detailed description of certain  relationships
among us and the selling stockholders.




                                                                             29


                              PLAN OF DISTRIBUTION

        The selling  stockholders  may sell the securities from time to time on
any stock  exchange  or  automated  interdealer  quotation  system on which the
securities are listed, in the over-the-counter  market, in privately negotiated
transactions  or  otherwise,  at fixed  prices that may be  changed,  at market
prices  prevailing at the time of sale, at prices related to prevailing  market
prices or at prices otherwise negotiated.

        The selling  stockholders may sell the securities by one or more of the
following methods, without limitation:

        o     block  trades in which the  broker  or  dealer  so  engaged  will
              attempt to sell the securities as agent but may position and sell
              a  portion  of  the  block  as   principal  to   facilitate   the
              transaction;

        o     purchases  by a broker  or dealer  as  principal  and sale by the
              broker or dealer for its own account pursuant to this prospectus;

        o     an  exchange  distribution  in  accordance  with the rules of any
              stock exchange on which the securities are listed;

        o     ordinary  brokerage  transactions  and  transactions in which the
              broker solicits purchases;

        o     privately negotiated transactions;

        o     short sales;

        o     through the writing of options on the securities,  whether or not
              the options are listed on an options exchange;

        o     through  the  distribution  of  the  securities  by  any  selling
              stockholder to its partners, members or stockholders;

        o     one or more  underwritten  offerings on a firm commitment or best
              efforts basis; and

        o     any combination of any of these methods of sale.

        We do not know of any arrangements by the selling  stockholders for the
sale of any of the securities.

        The  selling  stockholders  may engage  brokers  and  dealers,  and any
brokers or dealers may arrange for other brokers or dealers to  participate  in
effecting sales of the securities.  These brokers,  dealers or underwriters may
act as principals, or as an agent of a selling stockholder.  Broker-dealers may
agree with a selling  stockholder to sell a specified  number of the securities
at a stipulated  price per  security.  If the  broker-dealer  is unable to sell
securities  acting as agent  for a  selling  stockholder,  it may  purchase  as
principal any unsold  securities at the stipulated  price.  Broker-dealers  who
acquire  securities as principals may thereafter  sell the securities from time
to  time  in  transactions  on any  stock  exchange  or  automated  interdealer
quotation  system on which the  securities  are then  listed,  at prices and on
terms  then  prevailing  at  the  time  of  sale,  at  prices  related  to  the
then-current market price or in negotiated transactions. Broker-dealers may use
block  transactions  and  sales  to  and  through   broker-dealers,   including
transactions of the nature described  above. The selling  stockholders may also
sell the securities in accordance with Rule 144 under the Securities Act rather
than  pursuant to this  prospectus,  regardless of whether the  securities  are
covered by this prospectus.

        From time to time, one or more of the selling  stockholders may pledge,
hypothecate or grant a security interest in some or all of the securities owned
by them. The pledgees,  secured  parties or persons to whom the securities have
been hypothecated will, upon foreclosure in the event of default,  be deemed to
be selling stockholders.  As and when a selling stockholder takes such actions,
the  number of  securities  offered  under  this  prospectus  on behalf of such
selling  stockholder  will decrease.  The plan of distribution for that selling


                                                                             30


stockholder's  securities  will  otherwise  remain  unchanged.  In addition,  a
selling  stockholder may, from time to time, sell the securities short, and, in
those instances,  this prospectus may be delivered in connection with the short
sales and the  securities  offered under this  prospectus  may be used to cover
short sales.

        To the extent required under the Securities  Act, the aggregate  amount
of  selling  stockholders'  securities  being  offered  and  the  terms  of the
offering,  the names of any agents,  brokers,  dealers or underwriters  and any
applicable  commission with respect to a particular  offer will be set forth in
an accompanying prospectus supplement.  Any underwriters,  dealers,  brokers or
agents  participating  in  the  distribution  of  the  securities  may  receive
compensation in the form of underwriting discounts, concessions, commissions or
fees from a selling  stockholder  and/or  purchasers  of selling  stockholders'
securities  for  whom  they  may act  (which  compensation  as to a  particular
broker-dealer might be in excess of customary commissions).

        The selling  stockholders  and any  underwriters,  brokers,  dealers or
agents that  participate in the distribution of the securities may be deemed to
be "underwriters"  within the meaning of the Securities Act, and any discounts,
concessions, commissions or fees received by them and any profit on the sale of
the  securities  sold by them may be deemed to be  underwriting  discounts  and
commissions.

        A  selling  stockholder  may  enter  into  hedging   transactions  with
broker-dealers  and  the  broker-dealers  may  engage  in  short  sales  of the
securities in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the securities by those  broker-dealers.  A selling  stockholder may enter into
option or other transactions with  broker-dealers  that involve the delivery of
the  securities  offered  hereby  to the  broker-dealers,  who may then sell or
otherwise  transfer those  securities.  A selling  stockholder may also loan or
pledge the securities  offered hereby to a broker-dealer  and the broker-dealer
may sell the securities  offered hereby so loaned or upon a default may sell or
otherwise transfer the pledged securities offered hereby.

        A selling stockholder may enter into derivative transactions with third
parties,  or sell securities not covered by this prospectus to third parties in
privately  negotiated  transactions.  If the applicable  prospectus  supplement
indicates,  in connection  with those  derivatives,  the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may use securities
pledged by the selling  stockholder or borrowed from the selling stockholder or
others to settle  those sales or to close out any related  open  borrowings  of
stock,  and may  use  securities  received  from  the  selling  stockholder  in
settlement  of those  derivatives  to close out any related open  borrowings of
stock. The third party in such sale transactions will be an underwriter and, if
not  identified  in this  prospectus,  will  be  identified  in the  applicable
prospectus supplement (or a post-effective amendment).

        The selling stockholders and other persons participating in the sale or
distribution of the securities will be subject to applicable  provisions of the
Exchange Act and the rules and regulations thereunder,  including Regulation M.
This  regulation  may limit the  timing  of  purchases  and sales of any of the
securities   by  the   selling   stockholders   and  any  other   person.   The
anti-manipulation rules under the Exchange Act may apply to sales of securities
in the market  and to the  activities  of the  selling  stockholders  and their
affiliates.  Furthermore,  Regulation  M may restrict the ability of any person
engaged  in the  distribution  of the  securities  to engage  in  market-making
activities with respect to the particular  securities  being  distributed for a
period of up to five business days before the distribution.  These restrictions
may affect the marketability of the securities and the ability of any person or
entity to engage in market-making activities with respect to the securities.

        We have  agreed to  indemnify  in  certain  circumstances  the  selling
stockholders  against  certain  liabilities,  including  liabilities  under the
Securities Act. The selling stockholders have agreed to indemnify us in certain
circumstances  against certain  liabilities,  including  liabilities  under the
Securities Act.

        The  securities  offered hereby were  originally  issued to the selling
stockholders  in  a  private  placement  pursuant  to  an  exemption  from  the
registration  requirements  of the  Securities  Act. We agreed to register  the
securities under the Securities Act and to keep the  registration  statement of
which this  prospectus is a part  effective for a specified  period of time. We
have  agreed to pay all  expenses in  connection  with this  offering,  but not
including  underwriting  discounts,  concessions,  commissions  or  fees of the
selling  stockholders or their counsel,  or transfer taxes and expenses related
thereto.


                                                                             31


        We will not receive any proceeds  from sales of any  securities  by the
selling stockholders.

        We cannot assure you that the selling stockholders will sell all or any
portion of the securities offered hereby.

                                 LEGAL MATTERS

        Certain legal matters  relating to the validity of the securities  will
be passed upon by Paul, Weiss,  Rifkind,  Wharton & Garrison LLP, New York, New
York.

                                    EXPERTS

        The consolidated  financial statements and financial statement schedule
as of  January 1, 2006 and  January 2, 2005 and for each of the three  years in
the period ended January 1, 2006 and management's  report on the  effectiveness
of internal control over financial reporting as of January 1, 2006 incorporated
by reference into this  prospectus  have been audited by Deloitte & Touche LLP,
an independent  registered  public  accounting firm, as stated in their reports
which are  incorporated  herein by reference and have been so  incorporated  in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

        The consolidated financial statements of Encore Capital Group, Inc. and
management's  report on the  effectiveness  of Encore's  internal  control over
financial  reporting  appearing in Encore's  Annual Report on Form 10-K for the
year ended  December 31, 2005,  incorporated  by reference in this  Prospectus,
have been  audited  by BDO  Seidman,  LLP,  an  independent  registered  public
accounting  firm,  to the extent and for the periods set forth in their reports
dated February 16, 2006 incorporated herein by reference,  and are incorporated
herein in reliance  upon such reports  given upon the authority of said firm as
experts in auditing and accounting.

        The combined financial statements of RTM Restaurant Group as of May 29,
2005 and May 30,  2004,  and for each of the two years in the period  ended May
29, 2005,  incorporated herein by reference from our Current Report on Form 8-K
dated  October  19,  2006 have been  audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report thereon and  incorporated  by reference
herein,  and are  incorporated  herein in reliance on such report  given on the
authority of such firm as experts in accounting and auditing.



                                                                             32


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

         ITEM 14 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The  following  statement  sets forth the  expenses  to be borne by the
Registrant in connection with the distribution of the offered  securities.  All
amounts other than the filing fee for the registration statement are estimates.

Filing fee for Registration Statement.............................   $  16,859
Printing fees and expenses........................................      17,000
Legal fees and expenses...........................................      50,000
Accounting and auditor fees and expenses..........................     263,000
Miscellaneous.....................................................      16,141
                                                                     ----------
         Total....................................................   $ 363,000
                                                                     ==========

ITEM 15 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The  certificate  of  incorporation  of  Triarc  Companies,  Inc.  (the
"Registrant"  or the  "Company"),  as amended to date (the  "Triarc  Charter"),
provides   indemnification  to  the  extent  not  prohibited  by  Delaware  law
(including  as such law may be amended in the  future to be more  favorable  to
directors  and  officers).  Section 145 of the General  Corporation  Law of the
State of Delaware (the "DGCL")  provides  that a corporation  may indemnify any
person  who  was or is a party  or is  threatened  to be  made a  party  to any
threatened,   pending  or  completed   civil,   criminal,   administrative   or
investigative  action,  suit or  proceeding  (other than an action by or in the
right of the  corporation,  such as a derivative  action) by reason of the fact
that  he or  she  is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of the  corporation  as a
director,  officer, employee or agent for any corporation,  partnership,  joint
venture,  trust, employee benefit plan or other enterprise (an "Other Entity").
The Triarc  Charter  provides that its officers and  directors,  and any person
serving in any capacity at the request of the Company for an Other Entity shall
be entitled to such  indemnification;  however,  the Board of  Directors of the
Company (the "Triarc Board") may  specifically  grant such  indemnification  to
other  persons in respect of  service to the  Company or an Other  Entity.  The
Triarc Charter specifies that any director or officer of the Company serving in
any capacity with a majority owned  subsidiary or any employee  benefit plan of
the Company or of any majority owned  subsidiary shall be deemed to be doing so
at the request of the Company.

        Under  Section  145  of  the  DGCL,  depending  on  the  nature  of the
proceeding,  a corporation may indemnify against expenses (including attorneys'
fees), judgments,  fines and amounts paid in settlement actually and reasonably
incurred in  connection  with such action,  suit or proceeding if the person so
indemnified  acted in good faith and in a manner he or she reasonably  believed
to be in or not opposed to the best  interests  of the  corporation  and,  with
respect  to any  criminal  action or  proceeding,  had no  reasonable  cause to
believe  that his or her  conduct  was  unlawful.  In the case of a  derivative
action, no indemnification may be made in respect of any claim, issue or matter
as to  which  such  person  shall  have  been  adjudged  to be  liable  to  the
corporation,  unless and only to the extent that the Delaware Court of Chancery
or the court in which such  action or suit was  brought  shall  determine  upon
application that, despite the adjudication of liability,  such person is fairly
and reasonably entitled to indemnity for such expenses as such court shall deem
proper.

        Section  145  further  provides  that to the extent  that a director or
officer of a corporation  is  successful in the defense of any action,  suit or
proceeding  referred to above or in the  defense of any claim,  issue or matter
therein, he or she shall be indemnified against expenses (including  attorneys'
fees) actually and reasonably  incurred in connection  therewith.  However,  if
such  director or officer is not  successful in the defense of any such action,
suit or proceeding, or in the defense of any claim, issue or matter therein, he
or she shall  only be  indemnified  by the  corporation  as  authorized  in the
specific case upon a determination that indemnification is proper because he or
she met the applicable  standard set forth above as determined by a majority of
the   disinterested   directors,   by  independent  legal  counsel  or  by  the
stockholders.


                                     II-1


        The Triarc  Charter  provides that expenses are to be advanced prior to
the final  disposition  of a  proceeding  upon the receipt by the Company of an
undertaking,  as  required by the DGCL,  that the  director or officer or other
indemnified  person will repay such advances if he or she is  ultimately  found
not to be entitled to indemnification under the DGCL.

        The Triarc Charter  permits a person  entitled to indemnity to bring an
action in court to obtain such indemnity and provides that, in any such action,
the court will not be bound by a  decision  of the  Triarc  Board,  independent
counsel or  stockholders  that such person is not entitled to  indemnification.
Such person is also  indemnified  for any expenses  incurred in connection with
successfully  establishing  his or her  right  to  indemnification  in any such
proceeding.   The  Triarc  Charter   expressly   provides  that  the  right  to
indemnification  thereunder  is a  contract  right  and,  therefore,  cannot be
retroactively  eliminated by a later  stockholder vote, and is not an exclusive
right and,  therefore,  the  Company  may  provide  other  indemnification,  if
appropriate.

        The  Company  also  enters  into  indemnification  agreements  with its
directors and officers  indemnifying  them against  liability they may incur in
their  capacity  as  such.  The  indemnification   agreements  do  not  provide
indemnification to the extent that the indemnitee is indemnified by the Company
under the Triarc Charter,  its bylaws,  its directors' and officers'  liability
insurance, or otherwise.  Additionally,  the indemnification  agreements do not
provide  indemnification  (i) for the return by the  indemnitee  of any illegal
remuneration paid to him or her; (ii) for any profits payable by the indemnitee
to the Company  pursuant to Section  16(b) of the Exchange  Act;  (iii) for any
liability  resulting  from the  indemnitee's  fraudulent,  dishonest or willful
misconduct;  (iv) for any  amount  the  payment  of which is not  permitted  by
applicable law; (v) for any liability resulting from conduct producing unlawful
personal  benefit;  or (vi)  if a  final  court  adjudication  determines  such
indemnification is not lawful.

        Determinations as to whether an indemnitee is entitled to be paid under
the indemnification  agreements may be made by the majority vote of a quorum of
disinterested  directors,  independent  legal  counsel  selected  by the Triarc
Board,  a  majority  of  disinterested  Company  stockholders  or  by  a  final
adjudication  of a court  of  competent  jurisdiction.  In the  event  that the
Company  undergoes  a "Change of Control"  (as  defined in the  indemnification
agreements)  all  such  determinations  shall  be made by  special  independent
counsel selected by the indemnitee and approved by the Company,  which approval
may not be unreasonably withheld. In certain  circumstances,  an indemnitee may
require  the  Company to  establish  a trust fund to assure  that funds will be
available  to pay  any  amounts  which  may be due  such  indemnitee  under  an
indemnification agreement.

        As  permitted  by Section  102(b)(7)  of the DGCL,  the Triarc  Charter
includes a provision which  eliminates the personal  liability of a director to
the Company or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  other than  liability  (i) for the breach of a  director's
duty of loyalty to the Company and its stockholders, (ii) for acts or omissions
not in  good  faith  or  which  involve  intentional  misconduct  or a  knowing
violation  of law,  (iii) under  Section 174 of the DGCL  (relating to unlawful
payment of a dividend and unlawful stock  purchase and  redemption) or (iv) for
any transaction from which the director derived any improper personal benefit.

        Finally, the Triarc Charter authorizes the Company, as permitted by the
DGCL, to purchase  directors' and officers'  liability  insurance.  The Company
carries  directors' and officers'  liability  insurance  covering  losses up to
specified amounts.

        In  addition,  the  by-laws  of the  Company,  as  amended to date (the
"Triarc By-Laws"),  also provides indemnification to its directors and officers
to the extent not prohibited by Delaware law.

        The  foregoing  statements  are subject to the detailed  provisions  of
Sections 145 and 102 of the DGCL,  the Triarc  Charter,  the Triarc By-Laws and
the  referenced  indemnification  agreements.  The  Company  has also agreed to
indemnify in certain  circumstances  the selling  stockholders  against certain
liabilities, including liabilities under the Securities Act.



                                     II-2



ITEM 16 - EXHIBITS.

5.1**     Opinion of Paul,  Weiss,  Rifkind,  Wharton & Garrison  LLP as to the
          legality of the securities being registered.
23.1*     Consent of Deloitte & Touche LLP.
23.2*     Consent of BDO Seidman, LLP.
23.3*     Consent of Ernst &Young LLP.
23.4**    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
24.1**    Powers of  Attorney  of  certain  officers  and  directors  of Triarc
          Companies, Inc.

---------------
*    Filed herewith.
**   Filed previously.



ITEM 17 - UNDERTAKINGS.

        The Registrant hereby undertakes:

        (1)     to file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i)     to include any prospectus  required by Section 10(a)(3)
of the Securities Act of 1933;

                (ii)    to  reflect  in the  prospectus  any  facts  or  events
arising after the  effective  date of the  Registration  Statement (or the most
recent  post-effective  amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume  of  securities  offered  (if the total  dollar  value of  securities
offered would not exceed that which was  registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of  prospectus  filed  with the SEC  pursuant  to Rule  424(b)  if, in the
aggregate,  the changes in volume and price represent no more than a 20% change
in the  maximum  aggregate  offering  price  set forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                (iii)   to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any  material  change  to  such  information  in this  Registration  Statement;
provided,  however,  that paragraphs  (1)(i) and (1)(ii) hereof do not apply if
the information required to be included in a post-effective  amendment by those
paragraphs is contained in periodic  reports filed with or furnished to the SEC
by the  registrant  pursuant to Section 13 or Section  15(d) of the  Securities
Exchange Act of 1934, as amended,  that are  incorporated  by reference in this
Registration  Statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement;

         (2)    that,  for the purpose of determining  any liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a new
registration  statement  relating to the securities  offered  therein,  and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         (3)    to  remove  from  registration  by  means  of a  post-effective
amendment any of the  securities  being  registered  which remain unsold at the
termination of the offering;


                                     II-3



         (4)    that,  for the  purpose  of  determining  liability  under  the
Securities  Act of 1933, as amended,  each  prospectus  filed  pursuant to Rule
424(b) as part of a registration statement relating to an offering,  other than
registration  statements  relying on Rule 430B or other than prospectuses filed
in  reliance  on Rule 430A,  shall be deemed to be part of and  included in the
registration  statement  as of the date it is first used  after  effectiveness;
provided,  however,  that no  statement  made in a  registration  statement  or
prospectus  that is part of the  registration  statement  or made in a document
incorporated  or  deemed   incorporated  by  reference  into  the  registration
statement or prospectus that is part of the registration  statement will, as to
a purchaser with a time of contract of sale prior to such first use,  supersede
or  modify  any  statement  that  was  made in the  registration  statement  or
prospectus  that was  part of the  registration  statement  or made in any such
document immediately prior to such date of first use; and

         (5)    that,  for  purposes of  determining  any  liability  under the
Securities  Act of 1933,  as amended,  each filing of the  Registrant's  annual
report  pursuant to Section 13(a) or Section 15(d) of the  Securities  Exchange
Act of 1934, as amended, that is incorporated by reference in this Registration
Statement shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing provisions,  or
otherwise,  the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event that a claim for  indemnification
against such liabilities  (other than the payment by the registrant of expenses
incurred  or  paid  by a  director,  officer,  or  controlling  person  of  the
registrant in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer,  or controlling  person in connection with
the securities being registered,  the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such indemnification by
it is against  public  policy as expressed in the  Securities  Act of 1933,  as
amended, and will be governed by the final adjudication of such issue.




                                     II-4



                                   SIGNATURES

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has  reasonable  grounds to believe that it meets
all the  requirements for filing on Form S-3 and has duly caused this Amendment
No.  3 to  the  Registration  Statement  to be  signed  on  its  behalf  by the
undersigned,  thereunto duly authorized,  in the City of New York, State of New
York, on December 13, 2006.

                                       TRIARC COMPANIES, INC.
                                            (Registrant)


                                       By: /s/ Nelson Peltz
                                           --------------------------
                                           Nelson Peltz
                                           Chairman and Chief Executive Officer

        Pursuant to the  requirements of the Securities Act, this Amendment No.
3 to the  Registration  Statement has been signed below on December 13, 2006 by
the following persons in the capacities indicated.

-------------------------------------------------------------------------------
          SIGNATURE                                     TITLES
-------------------------------------------------------------------------------


      /s/ Nelson Peltz                     Chairman and Chief Executive Officer
---------------------------------          and Director
         Nelson Peltz                      (Principal Executive Officer)


       /s/ Peter W. May                    President and Chief Operating Officer
---------------------------------           and Director
          Peter W. May                     (Principal Operating Officer)


   /s/ Francis T. McCarron                 Executive Vice President and Chief
---------------------------------          Financial Officer
     Francis T. McCarron                   (Principal Financial Officer)


    /s/ Fred H. Schaefer                   Senior Vice President and Chief
---------------------------------          Accounting Officer
      Fred H. Schaefer                     (Principal Accounting Officer)


               *                           Director
---------------------------------
        Hugh L. Carey


               *                           Director
---------------------------------
        Clive Chajet


               *                           Vice Chairman and Director
---------------------------------
      Edward P. Garden


               *                           Director
---------------------------------
      Joseph A. Levato


               *                           Director
---------------------------------
      Gregory H. Sachs


               *                           Director
---------------------------------
     David E. Schwab II


                                      II-5



-------------------------------------------------------------------------------
          SIGNATURE                                     TITLES
-------------------------------------------------------------------------------

               *                           Director
---------------------------------
      Raymond S. Troubh


               *                           Director
---------------------------------
       Gerald Tsai, Jr.


               *                           Director
---------------------------------
    Russell V. Umphenour Jr.


               *                           Director
---------------------------------
      Jack G. Wasserman




* By: /s/ Nelson Peltz
      ---------------------
      Nelson Peltz
      Attorney-in-Fact



                                     II-6



                                 EXHIBIT INDEX

EXHIBIT                                                      DESCRIPTION

5.1**     Opinion of Paul,  Weiss,  Rifkind,  Wharton & Garrison  LLP as to the
          legality of the securities being registered.
23.1*     Consent of Deloitte & Touche LLP.
23.2*     Consent of BDO Seidman, LLP.
23.3*     Consent of Ernst &Young LLP.
23.4**    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
24.1**    Powers of  Attorney  of  certain  officers  and  directors  of Triarc
          Companies, Inc.

---------------
*    Filed herewith.
**   Filed previously.




                                     II-7