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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) September 21, 1999
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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 Identifica-
of incorporation) tion 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 Accountant.
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Not applicable.
Item 5. Other Events.
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On September 20, 1999, the Company issued a press
release announcing approval of a $250 million
increase in its share repurchase program. The press
release also discusses third quarter-to-date sales
for Company-operated domestic Wendy's restaurants and
systemwide Canadian Tim Hortons restaurants. The
press release is attached hereto as Exhibit 99 and
incorporated herein by reference.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
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Not applicable.
Item 8. Change in Fiscal Year.
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Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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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/ Frederick R. Reed
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Frederick R. Reed
Chief Financial Officer & Secretary
Date: September 21, 1999
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EXHIBIT 99
WENDY'S INCREASES SHARE REPURCHASE BY $250 MILLION
INITIAL $350 MILLION PROGRAM NEARLY COMPLETED
DUBLIN, Ohio (September 20, 1999) -- Wendy's International, Inc. (NYSE:
WEN) today announced that its Board of Directors has approved a $250 million
increase to the Company's share repurchase program. The board's authorization is
for the repurchase of common stock over the next 18 to 24 months.
The Company also announced today that it has nearly completed, ahead of
schedule, the initial $350 million repurchase program announced in 1998.
"We believe our stock represents an outstanding long-term investment
opportunity," said Chairman, CEO and President Gordon F. Teter. "Our goal is to
improve shareholder value and this incremental $250 million share repurchase
authorization enables us to use our resources towards that goal."
The Company believes it has ample financial capacity for the additional
share repurchase while accommodating its growth initiatives and other strategic
opportunities.
"We have been disciplined in managing the overall business and our balance
sheet," said Chief Financial Officer Frederick R. Reed. "Since we announced our
Strategic Initiatives in early 1998, we have improved significantly the
Company's return on invested capital and the additional share repurchase
authorization enables us to continue our strategy of maximizing returns."
The Company also announced today strong third quarter sales trends at
Wendy's U.S. and Tim Hortons Canada. Through mid September, same-store sales at
Wendy's U.S. company stores were up about 6.5% and same-store sales at Tim
Hortons Canada were up about 12.0%. The third quarter ends October 3, 1999.
"Our positive sales momentum from the first half of the year is continuing
in the third quarter," said Teter. "The sales results are particularly
encouraging considering the difficult comparisons versus a year ago. We are also
encouraged with progress against our earnings objectives due to the sales
momentum and productivity initiatives."
The Company plans to issue third quarter results on November 4, 1999.
Wendy's International, Inc. is one of the world's largest restaurant
operating and franchising companies with $6.5 billion in systemwide sales during
1998 and two quality brands - Wendy's and Tim Hortons. Wendy's Old Fashioned
Hamburgers was founded in 1969 by Dave Thomas and is the third-largest
quick-service hamburger restaurant chain with more than 5,400 units in the
United States, Canada and other international markets. Tim Hortons was founded
in 1964 by Tim Horton and Ron Joyce and is the largest coffee and baked goods
restaurant chain in Canada. There are more than 1,700 Tim Hortons restaurants in
North America.
CONTACT: John D. Barker
614-764-3044 or [email protected]
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SAFE HARBOR UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Certain information in this news release, particularly information
regarding future economic performance and finances, and plans, expectations and
objectives of management, is forward looking. The following factors, in addition
to other possible factors not listed, could affect the Company's actual results
and cause such results to differ materially from those expressed in
forward-looking statements:
Competition: The quick-service restaurant industry is intensely
competitive with respect to price, service, location, personnel, and type and
quality of food. The Company and its franchisees compete with international,
regional, and local organizations primarily through the quality, variety, and
value perception of food products offered. The number and location of units,
quality and speed of service, attractiveness of facilities, effectiveness of
advertising and marketing programs, and new product development by the Company
and its competitors are also important factors. The Company anticipates that
intense competition will continue to focus on pricing. Certain of the Company's
competitors have substantially larger marketing budgets.
Economic, Market and Other Conditions: The quick-service restaurant
industry is affected by changes in national, regional, and local economic
conditions, consumer preferences and spending patterns, demographic trends,
consumer perceptions of food safety, weather, traffic patterns, and the type,
number and location of competing restaurants. Factors such as inflation, food
costs, labor and benefit costs, legal claims, and the availability of management
and hourly employees also affect restaurant operations and administrative
expenses. The ability of the Company and its franchisees to finance new
restaurant development, improvements and additions to existing restaurants, and
the acquisition of restaurants from, and sale of restaurants to franchisees is
affected by economic conditions, including interest rates and other government
policies impacting land and construction costs and the cost and availability of
borrowed funds.
Importance of Locations: The success of Company and franchised
restaurants is dependent in substantial part on location. There can be no
assurance that current locations will continue to be attractive, as demographic
patterns change. It is possible the neighborhood or economic conditions where
restaurants are located could decline in the future, thus resulting in
potentially reduced sales in those locations.
Government Regulation: The Company and its franchisees are subject to
various federal, state, and local laws affecting their business. The development
and operation of restaurants depend to a significant extent on the selection and
acquisition of suitable sites, which are subject to zoning, land use,
environmental, traffic, and other regulations. Restaurant operations are also
subject to licensing and regulation by state and local departments relating to
health, sanitation and safety standards, federal and state labor laws (including
applicable minimum wage requirements, overtime, working and safety conditions,
and citizenship requirements), federal and state laws which prohibit
discrimination, and other laws regulating the design and operation of
facilities, such as the Americans with Disabilities Act of 1990. Changes in
these laws and regulations, particularly increases in applicable minimum wages,
may adversely affect financial results. The operation of the Company's
franchisee system is also subject to regulation enacted by a number of states
and rules promulgated by the Federal Trade Commission. The Company cannot
predict the effect on its operations, particularly on its relationship with
franchisees, of the future enactment of additional legislation regulating the
franchise relationship.
Growth Plans: The Company plans to increase the number of systemwide
Wendy's and Tim Hortons restaurants open or under construction. There can be no
assurance that the Company or its franchisees will be able to achieve growth
objectives or that new restaurants opened or acquired will be profitable.
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The opening and success of restaurants depends on various factors,
including the identification and availability of suitable and economically
viable locations, sales levels at existing restaurants, the negotiation of
acceptable lease or purchase terms for new locations, permitting and regulatory
compliance, the ability to meet construction schedules, the financial and other
development capabilities of franchisees, the ability of the Company to hire and
train qualified management personnel, and general economic and business
conditions.
International Operations: The Company's business outside of the United
States is subject to a number of additional factors, including international
economic and political conditions, differing cultures and consumer preferences,
currency regulations and fluctuations, diverse government regulations and tax
systems, uncertain or differing interpretations of rights and obligations in
connection with international franchise agreements and the collection of
royalties from international franchisees, the availability and cost of land and
construction costs, and the availability of experienced management, appropriate
franchisees, and joint venture partners. Although the Company believes it has
developed the support structure required for international growth, there is no
assurance that such growth will occur or that international operations will be
profitable.
Disposition of Restaurants: The disposition of company-operated
restaurants to new or existing franchisees is part of the Company's strategy to
develop the overall health of the system by acquiring restaurants from, and
disposing of restaurants to, franchisees where prudent. The expectation of gains
from future dispositions of restaurants depends in part on the ability of the
Company to complete disposition transactions on acceptable terms.
Transactions to Improve Return on Investment: The sale of real estate
previously leased to franchisees is generally part of the program to improve the
Company's return on invested capital. There are various reasons why the program
might be unsuccessful, including changes in economic, credit market, real estate
market or other conditions, and the ability of the Company to complete sale
transactions on acceptable terms and at or near the prices estimated as
attainable by the Company.
Year 2000: The Company anticipates timely completion of its program
to address year 2000 issues. However, if the new information systems are not
implemented on a timely basis, modifications to existing systems cannot be
accomplished on a timely basis, information technology resources do not remain
available, or other unanticipated events occur, there would be adverse financial
and operational effects on the Company. The amount of these effects cannot be
ascertained at this time.
Although the Company has not been informed of material year 2000
issues by third parties with which it has a material relationship or
franchisees, there is no assurance that these entities will be year 2000
compliant on a timely basis. Unanticipated failures or significant delays in
furnishing products or services by third parties or general public
infrastructure service providers, or the inability of franchisees to perform
sales reporting and financial management functions or to make timely payments to
the Company or suppliers, could have a material adverse effect on results of
operations, financial condition and/or liquidity.
Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date thereof. The Company undertakes no
obligation to publicly release any revisions to the forward-looking statements
contained in this release, or to update them to reflect events or circumstances
occurring after the date of this release, or to reflect the occurrence of
unanticipated events.
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