SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 18, 2001
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WENDY'S INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-8116 31-0785108
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4288 West Dublin-Granville Road, Dublin, Ohio 43017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 764-3100
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On October 18, 2001, the Company agreed to purchase
9,708,738 exchangeable shares of WENTIM, LTD., a
subsidiary of the Company, which shares were
exchangeable into 9,708,738 common shares of the
Company, from Ronald V. Joyce and entities wholly
owned by Mr. Joyce. The purchase price per share was
$25.75, a 3% discount to the closing price of the
Company's common shares on October 18. The
transaction reduces the Company's shares outstanding
by 9,708,738.
As part of the transaction, Mr. Joyce retired from
service as a director of the Company and as an
officer and director of several subsidiaries of the
Company.
Mr. Joyce continues to own 5,741,262 exchangeable
shares. As part of the transaction, the date by which
those shares must be exchanged into common shares of
the Company under the existing agreements with the
Company was changed from December 29, 2005, to
January 2, 2003. Mr. Joyce also agreed to reduce the
number of registrations he can demand under the
existing Registration Rights Agreement with the
Company with respect to the remaining exchangeable
shares from eight to two.
The agreement with Mr. Joyce also terminates his
employment agreement with one of the subsidiaries of
the Company and provides for Mr. Joyce's availability
as a consultant regarding employee and franchisee
relationships and related operations, appearances at
meetings and special events, and the continued use of
Mr. Joyce's name and likeness, in consideration of a
cash payment of $5,737,704.92 ($3,500,000 plus
Alberta and Canadian federal taxes).
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The Company used approximately $50 million in
available cash to complete the transaction and
borrowed the remainder.
The agreement is attached hereto as Exhibit 2.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The agreement described in Item 5 above is attached
hereto as Exhibit 2.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WENDY'S INTERNATIONAL, INC.
By: /s/ Kerrii B. Anderson
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Kerrii B. Anderson
Executive Vice President &
Chief Financial Officer
Date: October 19, 2001
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