amend1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
LEGG MASON, INC.
(Name of Issuer)


Common Stock, $0.10 par value
(Title of Class of Securities)


524901105
(CUSIP Number)

Brian L. Schorr, Esq.
Chief Legal Officer
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
Tel. No.:(212) 451-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 4, 2010
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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-7 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)
 

 
 
 


 
1
NAME OF REPORTING PERSON
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
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,083,144
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,083,144
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,083,144
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%*
  
14
TYPE OF REPORTING PERSON
IN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010 (the “Form 10-K”).
 

 
 
 


 
1
NAME OF REPORTING PERSON
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
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,083,144
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,083,144
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,083,144
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%*
  
14
TYPE OF REPORTING PERSON
IN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.

 
 
 


1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward P. Garden
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,083,144
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,083,144
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,083,144
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%*
  
14
TYPE OF REPORTING PERSON
IN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.
 

 
 
 


 
1
NAME OF REPORTING PERSON
Trian Fund Management, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454182
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,083,144
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,083,144
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,083,144
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Fund Management GP, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454087
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,083,144
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,083,144
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,083,144
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%*
  
14
TYPE OF REPORTING PERSON
OO
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.
 

 
 
 


 
1
NAME OF REPORTING PERSON
Trian Partners General Partner, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453595
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
10,818,802
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
10,818,802
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,818,802
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.62%*
  
14
TYPE OF REPORTING PERSON
OO
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.
 

 
 
 


 
1
NAME OF REPORTING PERSON
Trian Partners GP, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453775
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
10,818,802
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
10,818,802
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,818,802
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.62%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners Parallel Fund I General Partner, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694293
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
259,884
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
259,884
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,884
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%*
  
14
TYPE OF REPORTING PERSON
OO
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.

 
 
 


 
1
NAME OF REPORTING PERSON
Trian Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453988
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
2,206,297
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
2,206,297
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,206,297
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.
 

 
 
 


 
1
NAME OF REPORTING PERSON
Trian Partners Master Fund, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0468601
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
4,941,491
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
4,941,491
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,941,491
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.02%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.
 

 
 
 


 
1
NAME OF REPORTING PERSON
Trian Partners Parallel Fund I, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694154
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
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
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
259,884
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
259,884
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,884
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.
 

 
 
 


 
1
NAME OF REPORTING PERSON
Trian SPV (SUB) V, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0624408
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
3,671,014
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
3,671,014
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,671,014
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s
Form 10-K.


 
 
 

 
This Amendment No. 1 relates to Schedule 13D filed with the Securities and Exchange Commission on December 28, 2009 relating to the Common Stock, $0.10 par value per share (the “Shares”), of Legg Mason, Inc. a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 100 International Drive, Baltimore, MD 21202.
 
Items 3 and 5 of the Schedule 13D are hereby amended and supplemented as follows:
 
Item 3. Source and Amount of Funds or Other Consideration
 
As of 4:00 p.m., New York City time, on June 4, 2010, the aggregate purchase price of the 11,078,686 Shares purchased by Trian Onshore, Trian Offshore, Parallel Fund I and SPV V collectively was $274,566,765 (including commissions).  In addition, as of June 4, 2010, Trian Management held 4,458 Shares (the “Director Shares”) that, pursuant to and under the conditions of the Legg Mason, Inc. Non-Employee Director Equity Plan, as amended, were issued to Mr. Peltz in connection with his service as a director of the Issuer.  As set forth in Item 5, none of the other Filing Persons directly own any Shares.  SPV V exercised all of the Options in February 2010.  Except with respect to the Shares issued to Mr. Peltz in connection with his service as a director of the Issuer, the source of funding for the purchase of the Shares was, and the source of funding for the purchase of any additional Shares or the purchase and/or exercise of any additional derivative securities related to the market price of the Shares acquired in the future is currently expected to be, the respective general working capital of the purchasers.
 
Item 5. Interest in Securities of the Issuer
 
(a) As of 4:00 p.m., New York City time, on June 4, 2010, the Filing Persons beneficially owned, in the aggregate, 11,083,144 Shares, representing approximately 6.78% of the Issuer’s outstanding Shares (based upon 163,537,216 shares of Common Stock outstanding as of May 27, 2010, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010 (the “Form 10-K”)).
 
(b) Each of Trian Management, Trian Onshore, Trian Offshore, Parallel Fund I and SPV V beneficially and directly owns and has sole voting power and sole dispositive power with regard to 4,458, 2,206,297, 4,941,491, 259,884 and 3,671,014 Shares, respectively, except to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
 
Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Offshore, and SPV V (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Trian Onshore, Trian Offshore and SPV V directly and beneficially own. Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. Each of Parallel Fund I GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Parallel Fund I (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Parallel Fund I directly and beneficially owns.  Each of Parallel Fund I GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
 
Each of Mr. May, Mr. Garden, Trian Management and Trian Management GP, by virtue of an agreement with Mr. Peltz (discussed in Item 5), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Director Shares.  Each of Mr. Peltz, Mr. May, Mr. Garden, Trian Management and Trian Management GP disclaims beneficial ownership of such Director Shares for all other purposes.
 
(c) Schedule A hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Filing Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on June 4, 2010.
 
(d) Except for the Filing Persons, no person is known by the Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Filing Persons.

 
 
 

 

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

June 4, 2010
 
TRIAN FUND MANAGEMENT, L.P.
By:  Trian Fund Management GP, LLC, its
general partner
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN FUND MANAGEMENT GP, LLC
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN PARTNERS, L.P.
By: Trian Partners GP, L.P., General Partner
By: Trian Partners General Partner, LLC,
its general partner
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN PARTNERS MASTER FUND, L.P.
By: Trian Partners GP, L.P., General Partner
By: Trian Partners General Partner, LLC,
its general partner
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN SPV (SUB) V, L.P.
By: Trian Partners GP, L.P., General Partner
By: Trian Partners General Partner, LLC,
its general partner
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN PARTNERS GP, L.P.
By:  Trian Partners General Partner, LLC, its
general partner
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN PARTNERS GENERAL PARTNER, LLC
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN PARTNERS PARALLEL FUND I, L.P.
By: Trian Partners Parallel Fund I
       General Partner, LLC, its general partner
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
TRIAN PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC
 
 
By:  /s/EDWARD P. GARDEN                    
Name:   Edward P. Garden
Title:     Member
 
 
 
 
/s/NELSON PELTZ                                        
Nelson Peltz
 
 
 
/s/PETER W. MAY                                       
Peter W. May
 
 
 
/s/EDWARD P. GARDEN                            
Edward P. Garden 

 
 
 

 
Schedule A

The following table sets forth all transactions with respect to the Shares effected during the past 60 days by any of the Filing Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 4, 2010.  Except as otherwise noted, all such transactions in the table were effected in the open market, and the table includes commissions paid in per share prices.

                 
 Name
  
 Date
  
 Shares
  
 Price
  
 Type
                 
                 
Trian Partners Master Fund, L.P.
  
05/25/2010
  
  96,459
  
28.1240*
  
Purchase
Trian Partners Master Fund, L.P.
  
06/03/2010
  
  55,755
  
30.9768*
  
Purchase
Trian Partners Master Fund, L.P.
  
06/04/2010
  
583,870
  
30.3653*
  
Purchase
Trian Partners Master Fund, L.P.
  
06/04/2010
  
26,526
  
30.9229**
  
Purchase
                 
Trian Partners, L.P.
  
05/25/2010
  
  43,226
  
28.1240*
  
Purchase
Trian Partners, L.P.
  
06/03/2010
  
 25,076
  
30.9768*
  
Purchase
Trian Partners, L.P.
  
06/04/2010
  
262,604
  
30.3653*
  
Purchase
Trian Partners, L.P.
  
06/04/2010
  
11,930
  
30.9229**
  
Purchase
                 
Trian Partners Parallel Fund I, L.P.
  
05/25/2010
  
    4,915
  
28.1240*
  
Purchase
Trian Partners Parallel Fund I, L.P.
  
06/03/2010
  
    2,865
  
30.9768*
  
Purchase
Trian Partners Parallel Fund I, L.P.
  
06/04/2010
  
30,011
  
30.3653*
  
Purchase
Trian Partners Parallel Fund I, L.P.
  
06/04/2010
  
1,363
  
30.9229**
  
Purchase
                 
                 
* The reported prices are the weighted average purchase prices for the Shares acquired on the dates set forth above.  The range of purchase prices on May 25, 2010, June 3, 2010 and June 4, 2010 were $28.0438 to $28.1438, $30.78 to $31.03 and $29.8582 to $30.8482, respectively.  The Filing Persons undertake to provide upon request by the Staff full information regarding the number of Shares purchased at each separate price.
 
** The reported prices are the weighted average purchase prices for the Shares acquired on the date set forth above.  The range of purchase prices was $30.8582 to $31.0382.  The Filing Persons undertake to provide upon request by the Staff full information regarding the number of Shares purchased at each separate price.