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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) December 19, 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 of (Commission File Number) (IRS Employer
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.
On December 19, 1999, the Company issued two press
releases announcing the death of Gordon F. Teter, its
Chairman of the Board, Chief Executive Officer and
President. The second press release also noted that
R. David Thomas, Senior Chairman of the Board, would
actively supervise the management of the Company, and
described the formation of a special Chairman's
Management Council. The press releases are attached
hereto as Exhibit 99(a) and Exhibit 99(b) and
incorporated herein by reference.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
Not applicable.
Item 8. Change in Fiscal Year.
Not applicable.
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
SIGNATURE
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: December 20, 1999
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EXHIBIT 99(a)
News release:
WENDY'S CEO, GORDON TETER, DIES UNEXPECTEDLY
Dublin, OH, Dec. 19, 1999 (NYSE:WEN) -- Gordon F. Teter, 56, chairman, CEO and
president of Wendy's International passed away last night at his home of natural
causes. The medical examiner will determine the exact cause of death.
"Gordon was a great friend and a tremendous leader," said Dave Thomas, founder
and senior chairman. "He had a great business mind and a passion for people. He
was one of the smartest men I knew, and he taught all of us how to be better
businesspeople. We will miss him dearly," he added.
Teter joined the company in 1987 as executive vice president of restaurant
operations, after more than 20 years in the franchised restaurant industry. He
joined Wendy's board of directors in 1990 and became president and chief
operating officer in 1991. He was promoted to CEO in 1995 and added the title of
chairman in 1997.
Teter's leadership and innovations in restaurant operations and franchisee
relations guided the Wendy's system throughout the past decade of outstanding
growth and prosperity.
Teter considered one of his greatest accomplishments to be the 1995 merger of
Wendy's and Tim Hortons, the coffee and fresh baked goods chain headquartered in
Toronto. Tim Hortons has grown by nearly 50% in the number of restaurants and
significantly increased profits in the past four years, and expanded into the
United States in the Columbus, Detroit and Buffalo markets.
A Lawrence, Ind., native, Teter received his undergraduate degree from Purdue
and a master's degree in business administration. He was an all-star high-school
running back and played football at Purdue. He was selected on the All Big Ten
Academic football team and was named MVP and captain of Purdue's baseball team.
Teter had a deep commitment to education and the cause of adoption. He was a
founding trustee of the Dave Thomas Foundation for Adoption and a national judge
for the Wendy's High School Heisman program. He also served on the Advisory
Board of the Krannert School of Business at Purdue.
He is survived by his daughter, Molly, former wife, Carol, his mother, Bonnie,
and brother Jim, both of Indianapolis. Arrangements are pending and will be made
public as they are available.
Wendy's International, Inc. is one of the world's largest restaurant operating
and franchising companies with nearly $7 billion in systemwide sales. There are
more than 5,500 Wendy's restaurants worldwide and more than 1,800 Tim Hortons
restaurants in North America.
-end-
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EXHIBIT 99(b)
WENDY'S CEO GORDON F. TETER DIES UNEXPECTEDLY
FOUNDER DAVE THOMAS TO SERVE AS SENIOR CHAIRMAN
SPECIAL MANAGEMENT COUNCIL FORMED
JACK SCHUESSLER AND PAUL HOUSE TO LEAD DAY-TO-DAY OPERATIONS
DUBLIN, Ohio (December 19, 1999, 5:10 p.m.) - Wendy's International,
Inc. (NYSE: WEN) announced earlier today that Chairman, Chief Executive Officer
and President Gordon F. Teter, 56, died on Saturday, December 18, 1999, of
sudden and unexpected natural causes. The Company made the announcement in a
previously issued news release.
"Gordon was a great friend to all of us, a tremendous leader and
justifiably proud of the management team he assembled," said R. David Thomas,
Wendy's founder. "We will miss him dearly.
"The entire team at Wendy's and Tim Hortons is 100 percent committed to
carrying out the strategies developed by Gordon and his executive management
team. That includes building on the strategy of `Two Quality Brands, One Great
Company'. It also includes managing the business with a long-term approach and
continuing our commitment to the basics - quality food, consistent restaurant
operations, familiar and predictable experiences for our customers and
outstanding relationships with our employees and franchisees," Thomas added.
Thomas, who founded Wendy's in 1969, will serve as Senior Chairman and
actively supervise the management of the Company. Reporting to Thomas will be:
o Chief Financial Officer Frederick R. Reed.
o Wendy's President and Chief Operating Officer Jack Schuessler.
o Tim Hortons President and COO Paul House.
"Jack and Paul will lead all day-to-day business functions for Wendy's
and Tim Hortons, respectively, including restaurant operations, new store
development, marketing, human resources, research, product development and
quality assurance," said Thomas. "There will be no change in our business and we
expect that all of our employees, franchisees and suppliers will work together
to ensure continuity over the coming months.
"Fritz will continue to manage the finance, legal, treasury and
investor relations functions, and he will also supervise Wendy's international
division," added Thomas. "He has been an outstanding addition to our team over
the past three years."
Thomas will be a member of a newly appointed special Chairman's
Management Council that will include Ronald V. Joyce (Tim Hortons Co-Founder and
Senior Chairman) as chair. Also on the council will be Reed, Schuessler and
House.
"The role of the management council will be to work with our board of
directors in evaluating and helping them fill the positions of Chairman and
CEO," said Joyce. "Fritz, Jack and Paul worked closely with Gordon Teter over
the past several years and share his vision for the future of our Company.
"Dave and I will provide senior-level support to the entire
organization, review and work with the management team on strategic planning and
ensure that the special culture of our Wendy's and Tim Hortons organizations is
maintained," added Joyce.
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SPECIAL CHAIRMAN'S MANAGEMENT COUNCIL:
o R. David Thomas, 67, founded Wendy's in 1969 and has 55 years in the
restaurant business, including six years as a Kentucky Fried Chicken
franchisee. He was elected to Wendy's board in 1969 and is a member of the
executive, board membership and finance committees. For the past several
years Thomas has served as Senior Chairman of the Board and as the
Company's advertising spokesperson. He will serve as Chairman and actively
supervise management .
o Ronald V. Joyce, 68, was the franchisee of the original Tim Hortons store
in Hamilton, Ontario, which opened in 1965. He became a full partner with
Tim Horton in 1967, sole owner of the chain in 1975 and is currently Senior
Chairman and Co-Founder of Tim Hortons. Joyce has 37 years in the
restaurant business. He will serve as Chairman of the Company's executive
management strategic planning committee.
o Frederick R. Reed, 51, is Chief Financial Officer and Secretary of the
Company. He joined Wendy's in 1996 as Executive Vice President. Reed is a
former partner at Vorys, Sater, Seymour and Pease LLP. He has 23 years of
finance and legal experience. He earned a B.A. from Harvard University and
a J.D. from The Ohio State University College of Law. Reed is a member of
the executive, finance and board membership committees of the board.
o John (Jack) T. Schuessler, 48, is President and Chief Operating Officer of
Wendy's, with responsibility for the United States and Canada. He joined
Wendy's in 1976 and advanced through a series of restaurant operations
positions including District Manager, Manager of Area Operations, Regional
Director, Division Vice President, Senior Vice President of the Northeast
Division and most recently Executive Vice President of Domestic Operations.
Schuessler is a graduate of Spring Hill College, Alabama.
o Paul D. House, 56, is President and COO of Tim Hortons, with responsibility
for the chain in Canada and the U.S. House joined Tim Hortons in 1985 and
held titles of Vice President of Marketing, Senior Vice President of
Operations and Executive Vice President. He is a former Senior Vice
President of Dairy Queen Canada, Inc. House graduated from McMaster
University.
Wendy's International, Inc. is one of the world's largest restaurant
operating and franchising companies with about $7 billion in systemwide sales
and two great brands - Wendy's and Tim Hortons. There are more than 5,500
Wendy's restaurants in the U.S., Canada and international markets. Tim Hortons
has more than 1,800 restaurants in North America.
CONTACTS:
Denny Lynch 614-764-3553
John Barker 614-764-3044 (or [email protected])
Marsha Gordon 614-764-3019
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