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) May 31, 2002
--------------
WENDY'S INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 1-8116 31-0785108
--------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
4288 West Dublin-Granville Road, Dublin, Ohio 43017
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 764-3100
----------------------
Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
1
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.
------ -----------------------------------------
The Company announced today that it has signed a
definitive agreement to acquire Fresh Enterprises,
Inc. ("Baja Fresh"), the owner and operator of the
Baja Fresh Mexican Grill restaurant chain. The
purchase price will be $275 million in cash for 100%
of the stock of Baja Fresh.
Baja Fresh, founded in 1990, owns, operates and
franchises 169 fast-casual restaurants in 16 states
and the District of Columbia.
Upon completion of the transaction, which is expected
in June, Baja Fresh will become a wholly owned
subsidiary of the Company, and maintain its offices
in Thousand Oaks, CA. The transaction has been
approved by both companies' board of directors, and
is contingent upon customary closing conditions,
including regulatory approvals.
The Company expects to use $50 to $100 million in
cash on hand to fund the transaction and issue new
debt for the remainder.
The press release announcing the transaction is
attached hereto as Exhibit 99 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.
2
Item 9. Regulation FD Disclosure.
------ ------------------------
Not applicable.
3
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/ Kerrii B. Anderson
---------------------------
Kerrii B. Anderson
Executive Vice President &
Chief Financial Officer
Date: May 31, 2002
----------------
4