WENDY’S/ARBY’S RESTAURANTS, LLC
1155 Perimeter Center West
Atlanta, Georgia 30338
November 5, 2009
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
Wendy’s/Arby’s Restaurants, LLC
and the other Registrants (as defined below)
Registration Statement on Form S-4 (File No. 333-161613, 161613-01–34)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, Wendy’s/Arby’s Restuarants, LLC, a Delaware limited liability company (the “Company”) and certain of the Company’s subsidiaries set forth below (together with the Company, the “Registrants”), hereby request that the effective date of the above-captioned Registration Statements on Form S-4 (the “Registration Statements”) be accelerated to November 9, 2009 at 10:00 a.m. Eastern time or as soon thereafter as may be practicable.
We understand that the staff of the Securities and Exchange Commission (the “Commission”) will consider this request as confirmation by each of the Registrants of its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the issuance of the securities covered by the Registration Statements. In connection with the foregoing, each of the Registrants represents and acknowledges that:
| • | should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission | 2 |
If you have any questions regarding the foregoing, please contact John C. Kennedy (212-373-3025) or Brian M. Janson (212-373-3588) of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Sincerely,
Wendy’s/Arby’s Restaurants, LLC
Wendy’s International, Inc.
The New Bakery Co. of Ohio, Inc.
Wendy’s of Denver, Inc.
Wendy’s of N.E. Florida, Inc.
Wendy’s Old Fashioned Hamburgers of New York, Inc.
BDJ 71112, LLC
Arby’s Restaurant Holdings, LLC
Triarc Restaurant Holdings, LLC
Arby’s Restaurant Group, Inc.
Arby’s Restaurant, LLC
Arby’s, LLC
Wendy’s/Arby’s Support Center, LLC
ARG Services, Inc.
Sybra, LLC
Arby’s IP Holder Trust
RTM Acquisition Company, L.L.C.
RTM, LLC
RTM Partners, LLC
RTM Operating Company, LLC
RTM Development Company, LLC
RTMSC, LLC
RTM Georgia, LLC
RTM Alabama, LLC
RTM West, LLC
RTM Sea-Tac, LLC
RTM Indianapolis, LLC
Franchise Associates, LLC
RTM Savannah, LLC
RTM Gulf Coast, LLC
RTM Portland, LLC
RTM Mid-America, LLC
ARG Resources, LLC
Wendy’s/Arby’s International, Inc.
Wendy’s/Arby’s International Services, Inc.
| By: | /s/ Nils H. Okeson | ||
Name: | Nils H. Okeson | ||
Title: | General Counsel and Secretary | ||
| cc: John C. Kennedy, Esq. | |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | |
