UPDATE 1-Wendy's, Triarc sign confidentiality agreement

(Recasts lead, adds background, share price)

NEW YORK, Aug 28 (Reuters) - Wendy's International Inc (WEN.N) on Tuesday said it entered into a confidentiality agreement with Nelson Peltz's Triarc Inc TRY.N and Trian Fund Management, giving Triarc access to Wendy's books as it contemplates making an offer for the No. 3 hamburger chain.

Triarc, the restaurant chain led by investor activist Peltz, and Wendy's have been in negotiations about the rules governing the hamburger chain's auction.

Peltz has said Triarc, parent company of the Arby's fast food chain, could offer up to $41 per share to buy Wendy's.

The entities entered into the confidentiality agreement yesterday, according to a filing with the U.S. Securities and Exchange Commission. Trian and Triarc agreed to restrictions that limits their ability to buy Wendy's shares as they review Wendy's finances.

Peltz's Trian Fund Management has a 9.8 percent stake in Wendy's, according to the filing.

In June, Wendy's said it would explore the sale of the company instead of other restructuring options. A special committee of Wendy's board directors is also weighing making changes.

Last year, pressure from Peltz accelerated Wendy's spin-off of its Tim Hortons Inc (THI.TO) coffee and doughnut chain and led to the sale of its Baja Fresh unit.

Wendy's continues to struggle with weak sales at its flagship restaurants and in June cut its 2007 earnings forecast.

Last week it announced plans to serve breakfast at nearly 750 of its restaurants in the United States and Canada by the end of the current quarter. The breakfast menu is a key initiative in Wendy's plan to boost sales and revitalize its business.

Shares of Wendy's, which rose as much as as much as 4.6 percent, last traded at $32.95, up 2.97 percent. Triarc shares were down 2.79 percent, or 42 cents, at $14.65. Both stocks trade on the New York Stock Exchange.

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(Reporting by Sarah Coffey)

((Editing by Steve Orlofsky; Reuters Messaging: sarah.coffey.reuters.com@reuters.net; New York Newsroom +1 646 223 6024)) Keywords: WENDYS TRIARC/

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