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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) March 17, 2000
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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.
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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 March 17, 2000, the Company issued a press release announcing
that John T. Schuessler has been named Chief Executive Officer
and President of the Company. 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
Date: March 17, 2000
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EXHIBIT 99
WENDY'S INTERNATIONAL, INC. APPOINTS JOHN T. SCHUESSLER
AS THE COMPANY'S CHIEF EXECUTIVE OFFICER AND PRESIDENT
DAVE THOMAS TO CONTINUE AS THE COMPANY'S SENIOR CHAIRMAN
DUBLIN, Ohio (March 17, 2000) - Wendy's International, Inc. (NYSE: WEN)
announced today that the board of directors has named John T. Schuessler as
chief executive officer and president of the Company, effective immediately.
Schuessler, 49, previously was president and chief operating officer,
Wendy's U.S. Operations. Wendy's Founder R. David Thomas continues as senior
chairman of the board.
"Jack has provided outstanding leadership and delivered excellent results
during his 25-year career at Wendy's," said Thomas. "He has the right
combination of restaurant industry experience, management skills and strategic
planning ability to lead our organization. I am very confident about our future
under Jack's direction. He has the support of the board of directors, a strong
management team at Wendy's and Tim Hortons, a great group of franchisees and the
commitment of our employees."
Schuessler continues as a board member and fills the Company's top officer
position. Former Chairman, CEO and President Gordon F. Teter died unexpectedly
in December 1999.
Reporting to Schuessler are Paul House, president and chief operating
officer of Tim Hortons; Frederick R. Reed, chief financial officer; plus the
Wendy's operations, development, marketing, research and development, and human
resources departments.
"The great news is that we've started the 2000 business year strongly after
the Company delivered outstanding sales and earnings performance in 1999," said
Thomas. "Overall results in January and February are very encouraging. Jack has
focused the senior management team and our entire organization on delivering
another great year."
THE COMPANY'S NO. 1 GOAL IS IMPROVING SHAREHOLDER VALUE
"My goal and the challenge for our Company is to improve shareholder
value," said Schuessler. "We raised our performance levels in many key areas
during 1999 and plan to deliver excellent results again in 2000.
"We've made progress growing systemwide sales, raising average unit volumes
to record levels at both Wendy's U.S. and Tim Hortons Canada and expanding
Wendy's domestic operating margins to a 14-year high. We also delivered
high-quality earnings growth, significantly raised return on invested capital
performance and maintained a very solid balance sheet."
Schuessler said the Company plans to build on the positive momentum in 1999
and execute the corporation's long-term strategic plan, which includes:
o Enhancing Wendy's and Tim Hortons' superior quality brand positions.
o Maintaining the Company's commitment to its successful long-term strategies
that focus on outstanding restaurant operations, superior marketing,
aggressive and responsible development and a performance driven culture.
o Maximizing the core Wendy's North America and Tim Hortons Canada
businesses.
o Meeting or exceeding the Company's goal of 12-15% annual Base EPS growth.
o Continuing to make progress on the Company's strategic initiatives,
including share repurchase.
o Maximizing organizational strengths and core competencies.
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"We've delivered outstanding results over the past decade in restaurant
operations, franchising, brand building, marketing, market research, new product
development and supply chain management," said Schuessler.
"We will focus a great deal of energy on further improving our performance
in the key areas of our business and we intend to analyze opportunities for
growth and innovation in restaurant development, strategic alliances and
technology applications," Schuessler added.
"Our corporate strategy also includes developing growth platforms to
complement our strong Wendy's business in North America and Tim Hortons in
Canada. For example, while we are in the early stages with our Tim Hortons U.S.
business, our sales performance is encouraging, our restaurant operating
performance is improving and we are building a base of excellent franchisees."
SCHUESSLER JOINED WENDY'S IN 1974
Schuessler began his career at Wendy's in 1974 as a manager trainee for a
franchisee in Atlanta. When the franchisee's stores were acquired in 1976, he
joined the Company. He was promoted through the Wendy's organization, holding
the positions of district manager, director of area operations and regional
director in various markets throughout the U.S.
In 1983, he was promoted to regional vice president of Wendy's eastern
division. In 1984, he was named zone vice president. In 1986, he was named
division vice president and then in 1987 he was promoted to senior vice
president of the northeast region. He held the position of senior vice president
until February 1995 when he was promoted to executive vice president, U.S.
Operations.
In February 1997, Schuessler assumed additional responsibility for
day-to-day operations of Wendy's domestic restaurants when he was named
president and chief operating officer, U.S. Operations. During the past year, he
also assumed responsibility for Wendy's of Canada.
Schuessler has received numerous operator awards from the Company and in
1995 was inducted into Wendy's Hall of Fame.
Since 1998 he has been a trustee of Wendy's National Advertising Program
(WNAP), a group appointed by Wendy's franchisees to provide strategic marketing
counsel to the Company.
Schuessler has been involved in the Company's corporate affairs efforts as
chairman of Wendy's internal government relations task force and externally as a
founding member of the Employment Roundtable, an industry group made up of top
officers of restaurant companies interested in influencing legislative efforts
on a national basis.
He received a B.S. from Spring Hill College in Mobile, Ala.
Wendy's International, Inc. is one of the world's largest restaurant
operating and franchising companies with more than $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.
CONTACT:
John D. Barker
614-764-3044 or [email protected]
Denny Lynch
614-764-3413
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WENDY'S INTERNATIONAL, INC.
EXHIBIT 99
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information, so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those discussed in the statement. Wendy's International, Inc.
(the "Company") desires to take advantage of the "safe harbor" provisions of the
Act.
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.
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,
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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.
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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