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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) August 8, 1995
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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 of (Commission File (IRS Employer
incorporation) Number) 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.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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Not applicable.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accounts.
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Not applicable.
Item 5. Other Events.
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On August 8, 1995, the registrant
entered into an agreement in
principle with 632687 Alberta
Limited and Ronald V. Joyce to
acquire 632687 Alberta Limited for
16.2 million shares of a Canadian
subsidiary of the registrant
exchangeable for 16.2 million common
shares of the registrant. Copies of
the press release announcing the
transaction, a corrective press release
and a Fact Sheet setting forth certain
additional information with regard to
the transaction are attached hereto as
Exhibits 99(a), 99(b) and 99(c),
respectively, and incorporated herein
by reference.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
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Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99(a) Press release dated August 8,
1995, announcing that the
registrant has reached an
agreement in principle to
merge with Tim Hortons, a
privately-owned Canadian
restaurant chain.
99(b) Press release dated August 8,
1995 correcting the 1995 first
half revenues and fully diluted
earnings per share numbers
reported in the press release
issued earlier that day.
99(c) Tim Hortons Fact Sheet setting
forth certain additional
information with respect to
the Tim Hortons transaction.
Item 8. Change in Fiscal Year.
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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/ Gordon F. Teter
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Gordon F. Teter
President, Chief Executive Officer
& Chief Operating Officer
Date: August 8, 1995
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Exhibit 99(a)
TIM HORTONS TO MERGE WITH WENDY'S
1,000-UNIT CHAIN LARGEST IN CANADA
Transaction Should Have Positive Impact on Wendy's Earnings
DUBLIN, OHIO, August 8, 1995 -- (NYSE: WEN) Wendy's International,
Inc. announced today it has reached an agreement in principle to merge with Tim
Hortons, a privately-owned Canadian restaurant chain, in a stock-for-stock,
pooling-of-interest transaction valued at more than $400 million (US).
The agreement calls for the issuance of 16.2 million shares of Wendy's
International common stock and the assumption of an estimated $125 million (US)
of Hortons' debt, in exchange for all of the outstanding shares of Hortons'
Canadian parent company. (The Wendy's stock issuance represents about 13.5
percent of the outstanding common stock post-acquisition.)
Tim Hortons, which has 1,000 company and franchise restaurants, will operate
under current management as a separate Canadian subsidiary of Wendy's
International. Ron Joyce, co-founder and sole owner of Tim Hortons, will
become the chain's senior chairman and join the Wendy's board as a director.
The merger is expected to be completed in late 1995 or early next year.
Completion of the transaction is subject to the approval of Wendy's board of
directors, negotiation and execution of definitive agreements, confirmation
that the transaction will be treated as a "pooling of interests", and
satisfaction of customary conditions.
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Tim Hortons, founded in 1964, is the largest national chain in the coffee and
fresh baked goods segment. Restaurants are open 24 hours daily and peak sales
are during the breakfast hours. The company had 1994 systemwide sales of $600
million (CAN) and expects to grow by more than $100 million in 1995.
Based on the historical performance of the two chains, Gordon F. Teter, Wendy's
president and chief executive officer, said, "Exclusive of any one-time costs,
we expect the transaction to have a positive impact on Wendy's earnings from
day one."
MERGER STRENGTHENS BOTH CHAINS
"In Canada, Tim Hortons stands for the same kind of quality and value that
Wendy's represents to U.S. consumers. We have worked closely with Ron Joyce
and his management team since 1992 to build 13 highly successful Wendy's/Tim
Hortons' combination units in Canada. We know the quality of the people as
well as the products and are keenly aware of the tremendous philosophical and
economic synergies that exist between our two chains," Teter added.
"The merger with Tim Hortons instantly expands and strengthens Wendy's market
presence in Canada. Combined, Wendy's and Tim Hortons will have more than
1,186 restaurants there. Worldwide, total restaurants will increase to more
than 5,500, with 1995 annualized systemwide sales exceeding $5 billion.
DUAL EXPANSION PLANNED
"We expect the transaction to further enhance Wendy's already strong growth
rate. With Tim Hortons increasing revenues and adding new units at annual
rates of 25 percent, we intend to continue aggressive independent development
of both concepts."
"We will also expand the number of Wendy's/Hortons combo units as appropriate
new sites are developed in Canada, as well as in the U.S. For example, 20
combo units are planned for this year alone, and at least 30 new openings
annually thereafter," he said.
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"Overall, we believe this merger offers attractive new growth opportunities for
our business and our shareholders," he concluded.
Teter added that the Wendy's/Tim Hortons combo units have been gaining strong
popularity across Canada, providing a unique approach to foodservice
convenience and consumer appeal. The buildings are free-standing, with a
shared dining room which seats about 100 customers at booths and tables. Each
restaurant has separate food preparation and storage areas as well as separate
staffs.
Wendy's International, headquartered in Dublin, Ohio, has 1,283 company and
3,220 franchised restaurants in 34 countries worldwide, serving a variety of
high quality products including freshly-made, old-fashioned hamburgers, chicken
sandwiches, salads, baked potatoes and chili.
Wendy's reported 1994 revenues of $1.4 billion, and net income of $97.1
million, or fully diluted earnings per share of 91 cents. For the first half
of 1995, revenues were up almost 6 percent to $687 million and net income was
up 22 percent to $55.9 million, or 37 cents per share fully diluted.
Wendy's Old Fashioned Hamburgers restaurants were founded in Columbus, Ohio in
1969 by Dave Thomas, who named the chain after one of his daughters. The
original Wendy's is still operating and has been restored as a living museum of
Wendy's history.
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Exhibit 99(b)
For Immediate Release
August 8, 1995 -- 4:00 pm
DUBLIN, OH, -- Wendy's International, Inc. has corrected financial figures
reported earlier today in a news release announcing the merger of Tim Hortons,
a privately-owned Canadian restaurant chain.
The corrected figures are: Wendy's first half revenues of 1995 were up 6
percent to $726 million and net income was up 22 percent to $55.9 million, or
52 cents per share fully diluted.
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Contact: Denny Lynch
614/ 764-3413
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Exhibit 99(c)
TIM HORTONS FACT SHEET
-Largest company in Canadian donut industry(donut category traffic share)**:
-Tim Hortons 35.9%
-Dunkin Donuts 8.1%
-Country Style 6.2%
-Second Cup 4.3%
-Second largest quick-service/mid-scale restaurant chain in Canada(QSR traffic
shares)**.
-McDonald's 15.7%
-Tim Hortons 7.3%
-KFC 6.1%
-Pizza Hut 5.3%
-Same store sales have grown 7% so far in 1995.
<TABLE>
<CAPTION>
1993 1994 1995(E)
<S> <C> <C> <C>
Systemwide sales* $487M $603M $760M
# of units 721 943 1193
</TABLE>
-Since the beginning of 1994, revenue and earnings have grown at annual rates
exceeding 25%.
-Primarily a franchised entity; the number of company-owned and operated units
ranged between 16-30 in 1994.
Expectations are to double the size of the business in Canada in 4-5 years from
today's 1,000 units.
BASED ON THE HISTORICAL PERFORMANCE OF THE TWO COMPANIES, THIS TRANSACTION IS
EXPECTED TO ADD $.07 - .08 TO WENDY'S BOTTOM LINE IN 1996; $.09 - .10 IN 1997.
*Canadian $
**According to Canadian CREST data (Consumer Reports on Eating Share Trends.)
Note that the Canadian quick-service category, unlike in the United States,
also includes mid-scale restaurants.
