Edgar Filing: TRIARC COMPANIES INC

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 14)*

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

TRIARC COMPANIES, INC.
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
CLASS B COMMON STOCK, SERIES 1, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)

CLASS A COMMON STOCK: 895927 10 1
CLASS B COMMON STOCK: 895927 30 9
(CUSIP Number)

PETER W. MAY
C/O TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL. NO.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------

SEPTEMBER 4, 2003
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

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

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 2 of 14
-------------------------------------------- ------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DWG ACQUISITION GROUP, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS

Not applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)

-0-
------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 5,343,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,687,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%* (Class A Common Stock)
27.2%** (Class B Common Stock)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

PN
--------------------------------------------------------------------------------
------------------------
* As of August 21, 2003, the record date for Triarc Companies,
Inc.'s distribution of its stock dividend, there were 19,638,942
shares of Class A Common Stock outstanding. All ownership
percentages provided in this Schedule 13D with respect to the
Class A Common Stock are based on this number of shares
outstanding.

** As of September 4, 2003, the date for Triarc Companies, Inc.'s
distribution of its stock dividend, there were 39,277,884 shares
of Class B Common Stock outstanding as a result of Triarc
Companies, Inc.'s distribution of its stock dividend on such
date. All ownership percentages provided in this Schedule 13D
with respect to the Class B Common Stock are based on this number
of shares outstanding.

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 3 of 14
-------------------------------------------- ------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

NELSON PELTZ
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS

United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
3,342,506 (Class A Common Stock)
6,685,012 (Class B Common Stock)
------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 5,343,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,687,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 3,342,506 (Class A Common Stock)
6,685,012 (Class B Common Stock)
------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
8,686,168 (Class A Common Stock)
17,372,336 (Class B Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5% (Class A Common Stock)
38.5% (Class B Common Stock)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
--------------------------------------------------------------------------------

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 4 of 14
-------------------------------------------- ------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PETER W. MAY
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]

--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS

United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER (See Item 5)
2,169,148 (Class A Common Stock)
4,338,296 (Class B Common Stock)
------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER (See Item 5)
SHARES 5,343,662 (Class A Common Stock)
BENEFICIALLY OWNED 10,687,324 (Class B Common Stock)
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 2,169,148 (Class A Common Stock)
4,338,296 (Class B Common Stock)
------------------------------------------------
10 SHARED DISPOSITIVE POWER (See Item 5)
5,343,662 (Class A Common Stock)
10,687,324 (Class B Common Stock)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
7,512,810 (Class A Common Stock)
15,025,620 (Class B Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9% (Class A Common Stock)
34.9% (Class B Common Stock)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
--------------------------------------------------------------------------------

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 5 of 14
-------------------------------------------- ------------------------

AMENDMENT NO. 14 TO SCHEDULE 13D

This Amendment No. 14 amends and supplements the Schedule 13D
dated October 13, 1992 (the "Original Statement"), as amended and restated by
Amendment No. 6 dated May 3,1993, as amended by Amendment No. 7 dated February
14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by
Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May
4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by
Amendment No. 12 dated April 25, 2003 and as amended by Amendment No. 13 dated
July 1, 2003 (the Original Statement, as so amended shall be known as the
"Statement"), with respect to the Class A Common Stock, par value $.10 per share
(the "Class A Common Stock"), and the Class B Common Stock, Series 1, par value
$.10 per share (the "Class B Common Stock"), in each case of Triarc Companies,
Inc., a Delaware corporation and successor by merger to Triarc Companies, Inc.,
an Ohio corporation formerly named DWG Corporation (the "Company"). Unless
otherwise indicated, all capitalized terms used herein shall have the same
meaning as set forth in the Statement.

Except as set forth below, there are no changes to the
information set forth in the Statement, except that all references in the
Statement to "Common Stock" shall be deemed to refer to the Class A Common
Stock.

ITEM 1. SECURITY AND ISSUER.

Item 1 of the Statement is amended by deleting the first two
sentences thereof and substituting in its place the following:

The classes of equity securities to which this Statement
relates are the Class A Common Stock and the Class B Common Stock. The Company's
principal executive office is located at 280 Park Avenue, New York, New York
10017.

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 6 of 14
-------------------------------------------- ------------------------

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Statement is supplemented by adding the
following:

The Class B Common Stock was acquired by the Reporting Persons
pursuant to a stock dividend (the "Stock Dividend"), paid by the Company on
September 4, 2003, on the Class A Common Stock, consisting of two shares of the
newly designated Class B Common Stock for each share of Class A Common Stock
outstanding as of the close of business on August 21, 2003 (the "Record Date").

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Statement is supplemented by adding the
following:

As discussed in Item 3 of this Statement, the Class B Common
Stock was acquired by the Reporting Persons pursuant to the Stock Dividend.

Item 4 of the Statement is amended by deleting the first
paragraph thereof and substituting in its place the following:

Each of the Reporting Persons holds a significant equity
investment in the Company and will continuously evaluate its ownership of the
Class A Common Stock and Class B Common Stock held by such Reporting Person, and
the Company's business and industry. Depending on market conditions and other
factors that each of them may deem material to its respective investment
decision, including, but not limited to, the relative prices, voting powers,
dividend entitlements and liquidation preferences of the Class A Common Stock
and the Class B Common Stock, any of the Reporting Persons may from time to time
acquire shares of Class A Common Stock or Class B Common Stock in addition to
the Class A Common Stock held by such Reporting Person and the Class B Common
Stock acquired through the Stock Dividend, either in the open market or in
privately negotiated transactions, or may dispose of all or a portion of the
Class B

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 7 of 14
-------------------------------------------- ------------------------

Common Stock acquired through the Stock Dividend, the Class A Common Stock held
by such Reporting Person or any additional securities of the Company that such
Reporting Person hereafter may acquire.

As a result of the Reporting Persons' stock ownership and
their Board representation in the Company and the executive positions that are
held by Messrs. Peltz and May, the Reporting Persons are in a position to
influence the management and policies of the Company and to influence the
outcome of corporate actions requiring stockholder approval. Accordingly, the
Reporting Persons should not be considered to be passive investors.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Statement is supplemented by adding the
following to the specified subparagraphs:

(a) through (c). As a result of the Stock Dividend, which was
distributed on September 4, 2003, the Purchaser acquired direct ownership of an
aggregate of 10,687,324 shares of Class B Common Stock, Mr. Peltz acquired
direct ownership of an aggregate of 820,846 shares of Class B Common Stock and
Mr. May acquired direct ownership of an aggregate of 604,964 shares of Class B
Common Stock.

Following the Stock Dividend, the Purchaser beneficially owns
10,687,324 shares of Class B Common Stock, representing approximately 27.2% of
the outstanding shares of Class B Common Stock as of September 4, 2003 (based on
the Company's record of holders on the Record Date).

By virtue of their positions as general partners of the
Purchaser, Messrs. Peltz and May may be deemed to own beneficially the
10,687,324 shares of Class B Common Stock owned of record by the Purchaser. In
such capacity, Messrs. Peltz and

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 8 of 14
-------------------------------------------- ------------------------

May may be deemed to share voting and dispositive power with the Purchaser and
with each other with respect to such shares of Class B Common Stock.

In addition to the foregoing, Mr. Peltz beneficially owns and
has the sole power to vote and dispose of 868,346 shares of Class B Common Stock
and beneficially owns 5,816,666 shares of Class B Common Stock representing
options that may be exercised within 60 days of the date of this Statement, and
Mr. May beneficially owns and has the sole power to vote and dispose of 604,964
shares of Class B Common Stock and beneficially owns 3,733,332 shares of Class B
Common Stock representing options that may be exercised within 60 days of the
date of this Statement.

The Peltz Family Limited Partnership (the "Peltz L.P.")
acquired 47,500 shares of Class B Common Stock as a result of the Stock
Dividend. By virtue of his position as general partner of the Peltz L.P., Mr.
Peltz may be deemed to beneficially own the shares of Class B Common Stock owned
by the Peltz L.P. Mr. Peltz, Mr. May and the Purchaser disclaim beneficial
ownership of such shares.

As a result, Messrs. Peltz and May may be deemed to
beneficially own an aggregate of 17,372,366 and 15,025,620 shares of Class B
Common Stock, respectively, representing approximately 38.5% and 34.9%,
respectively, of the outstanding shares of Class B Common Stock (based on the
Company's record of holders on the Record Date plus the shares subject to the
stock options that may be exercised by Messrs. Peltz and May, respectively,
within 60 days of the date of this Statement).

(d) To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Class B
Common Stock beneficially owned by the Reporting Persons.

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 9 of 14
-------------------------------------------- ------------------------

Item 5 of the Statement is amended by deleting the tenth,
eleventh, twelfth and thirteenth paragraphs thereof and substituting in their
place the following:

On April 23, 2003, Mr. Peltz exercised options to purchase
600,000 shares of Class A Common Stock and paid the exercise price of such
options through delivery of 383,523 shares of Class A Common Stock held by him
by means of an attestation of ownership of such shares. The remaining 216,477
shares of Class A Common Stock issuable upon the exercise of such options as
well as the 432,954 shares of Class B Common Stock issuable in the Stock
Dividend in respect of such shares (collectively, the "Peltz Deferred Shares")
were credited to a deferred compensation account and will be delivered to Mr.
Peltz on January 2, 2005, subject to further deferral by Mr. Peltz under certain
circumstances and subject to acceleration under certain other circumstances.

On April 23, 2003, Mr. May exercised options to purchase
400,000 shares of Class A Common Stock and paid the exercise price of such
shares through the delivery of 255,682 shares of Class A Common Stock held by
him by means of an attestation of ownership of such shares. The remaining
144,318 shares of Class A Common Stock issuable upon the exercise of such
options as well as the 288,636 shares of Class B Common Stock issuable in the
Stock Dividend in respect of such shares (collectively, the "May Deferred
Shares") were credited to a deferred compensation account and will be delivered
to Mr. May on January 2, 2005, subject to further deferral by Mr. May under
certain circumstances and subject to acceleration under certain other
circumstances.

Neither Mr. Peltz nor Mr. May has voting or dispositive power
over the Peltz Deferred Shares or the May Deferred Shares, as the case may be.
As a result, these shares have not been included in the number of shares of
Class A Common Stock or Class B Common Stock beneficially owned by Messrs. Peltz
and May.

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 10 of 14
-------------------------------------------- ------------------------

In addition to the foregoing, Messrs. Peltz and May
beneficially own 2,908,333 and 1,866,666 shares of Class A Common Stock,
respectively, representing stock options that may be exercised within 60 days of
the date of this Statement.

Item 5 of the Statement is amended by deleting the fourteenth
paragraph thereof and substituting in its place the following:

The Purchaser, Mr. Peltz and Mr. May may be deemed to
beneficially own an aggregate of 5,343,662, 8,686,168 and 7,512,810 shares of
Class A Common Stock, respectively, representing approximately 27.2%, 38.5% and
34.9% of the outstanding shares of Class A Common Stock, respectively.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER.

Item 6 is supplemented by adding the following:

The terms of the BOA Loans require that the shares of Class B
Common Stock paid in the Stock Dividend in respect of shares of Class A Common
Stock that secure the BOA Loans be delivered to BOA and held as additional
collateral for the BOA Loans.

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 11 of 14
-------------------------------------------- ------------------------

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following documents are included in this Statement as
exhibits thereto:

5. Joint Filing Agreement of the Purchaser, Peltz and
May.***

------------------------
*** This exhibit replaces the Joint Filing Agreement of the Purchaser, Peltz
and May filed with the Original Statement as Exhibit 5.

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 12 of 14
-------------------------------------------- ------------------------

SIGNATURES

After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.

Dated: September 24, 2003

DWG ACQUISITION GROUP, L.P.

By: /s/ Nelson Peltz
----------------------------------
Name: Nelson Peltz
Title: General Partner

By: /s/ Peter W. May
----------------------------------
Name: Peter W. May
Title: General Partner

/s/ Nelson Peltz
--------------------------------------
Nelson Peltz

/s/ Peter W. May
--------------------------------------
Peter W. May

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 13 of 14
-------------------------------------------- ------------------------

EXHIBIT INDEX
-------------

EXHIBIT DESCRIPTION PAGE NO.
------- ----------- --------

1 Stock Purchase Agreement dated as of October 1, 1992 by and between the Filed with Original
Purchaser, Posner, Posner Trust and Security Management. Statement

2 Exchange Agreement dated as of October 12, 1992 between the Company and Filed with Original
Security Management. Statement

3 Agreement dated as of October 1, 1992 between the Company and the Filed with Original
Purchaser. Statement

4 Agreement of Limited Partnership of the Purchaser dated as of Filed with Original
September 25, 1992. Statement

5 Joint Filing Agreement of the Purchaser, Peltz and May. Filed herewith***

6 Memorandum of Understanding, dated January 21, 1993, by and between the Filed with Amendment
Purchaser and William A. Ehrman, individually and derivatively on No. 2
behalf of SEPSCO.

7 Letter dated January 25, 1993 from Steven Posner to the
Purchaser Filed with Amendment (including proposed terms and
conditions of Consulting Agreement to be No. 2 entered into
between the Company and Steven Posner).

8 Undertaking and Agreement, dated February 9, 1993, executed by the Filed with Amendment
Purchaser. No. 3

9 Amendment No. 3 dated as of April 14, 1993 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. No. 4

10 Citibank Loan Documents (Exhibits and Schedule omitted). Filed with Amendment
No. 4

11 Republic Loan Documents (Exhibits and Schedules omitted). Filed with Amendment
No. 4

12 Pledge and Security Agreement, dated as of April 5, 1993, between the Filed with Amendment
Purchaser and Citibank. No. 5

13 Custodial Loan Documents. Filed with Amendment
No. 5

14 Agreement, dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon Filed with Amendment
Kalvaria. No. 6

-------------------------------------------- ------------------------
Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 14 of 14
-------------------------------------------- ------------------------

15 Amended and Restated Pledge and Security Agreement, dated as of Filed with Amendment
July 25, 1994 between the Purchaser and Citibank. No. 6

16 Amendment No. 1 dated as of November 15, 1992 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. No. 7

17 Amendment No. 2 dated as of March 1, 1993 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. No. 7

18 Amendment No. 4 dated a January 1, 1995 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. No. 7

19 Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited Filed with Amendment
Partnership of the Purchaser. No. 7

20 BOA Loan documents (Exhibits and Schedules omitted). Filed with Amendment
No. 7

21 Letter, dated October 12, 1998, from Messrs. Nelson Peltz and Peter W. Filed with Amendment
May to the Company. No. 8

22 Press release, issued by the Company, dated October 12, 1998. Filed with Amendment
No. 8

23 Letter, dated October 12, 1998, from the Company to Messrs. Nelson Filed with Amendment
Peltz and Peter W. May. No. 8

24 Press release issued by the Company, dated March 10, 1999. Filed with Amendment
No. 9

25 Amended and Restated Agreement of Limited Partnership of the Purchaser, Filed with Amendment
amended and restated as of November 11, 2002. No. 11

26 Pledge Agreement dated April 2, 2001, made by Peltz Family Limited Filed with Amendment
Partnership, in favor of Bank of America, N.A. No. 13

27 Pledge and Security Agreement dated April 2, 2003, made by Peter W. Filed with Amendment
May, in favor of Bank of America, N.A. (Schedule II omitted). No. 13

*** This exhibit replaces the Joint Filing Agreement of the Purchaser, Peltz
and May filed with the Original Statement as Exhibit 5.