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) June 19, 2002
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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 Identification No.)
incorporation)
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.)
Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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On June 19, 2002, the Company completed its
acquisition of Fresh Enterprises, Inc. ("Baja
Fresh"), the owner and operator of the Baja Fresh
Mexican Grill restaurant chain, pursuant to a
Merger Agreement dated May 30, 2002 (the
"Agreement").
Baja Fresh, founded in 1990, owns, operates and
franchises fast-casual restaurants in 16 states
and the District of Columbia. Baja Fresh will
continue its business as a wholly-owned subsidiary
of the Company, and will maintain its offices in
Thousand Oaks, California.
The purchase price was $275 million, subject to
purchase price adjustments. The amount of
consideration was determined as a result of
negotiation between the Company and the principal
shareholders of Baja Fresh.
The Company used the net proceeds from an offering
of 6.20% Senior Notes due 2014, in the approximate
amount of $222.77 million, and cash on hand to
finance the transaction.
The Agreement is attached hereto as Exhibit 2 and
is incorporated herein by reference.
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 and Regulation FD Disclosure.
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Not applicable.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
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The Agreement is attached hereto as Exhibit 2.
Item 8. Change in Fiscal Year.
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2
Not applicable.
Item 9. Regulation FD Disclosure.
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Not applicable.
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/ Leon M. McCorkle, Jr.
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Leon M. McCorkle, Jr.
Executive Vice President,
General Counsel & Secretary
Date: July 5, 2002
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