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 13, 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
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 AND REGULATION FD DISCLOSURE.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Agreement described in Item 9 below is attached hereto as
Exhibit 2.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
On September 13, 2002, the Company entered into an Agreement
with Ronald V. Joyce concerning the 5,741,262 exchangeable
shares of WENTIM, LTD. owned by Mr. Joyce. The exchangeable
shares are exchangeable into 5,741,262 common shares of the
Company. Mr. Joyce had previously been a director of the
Company and an officer and director of several subsidiaries of
the Company until his retirement on October 18, 2001.
Under agreements previously entered into with Mr. Joyce in
1995, as subsequently amended, the exchangeable shares must be
exchanged into common shares of the Company on January 2, 2003,
unless exchanged earlier by Mr. Joyce. Mr. Joyce is entitled to
require the Company to register the common shares for resale
with the Securities and Exchange Commission.
Under the Agreement the Company will use its best efforts to
file a shelf registration statement with the Commission by
October 17, 2002, to use
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its best efforts to cause the registration statement to become
effective as soon as possible thereafter, and to keep it
effective until January 2, 2004 unless the common shares are
disposed of prior to that date by Mr. Joyce. The Agreement also
describes circumstances when the filing could be postponed or
the availability of the registration statement could be
suspended by the Company.
The Company has not agreed to purchase any of the shares from
Mr. Joyce. Mr. Joyce has represented to the Company that he
intends to sell common shares under the registration statement
in an orderly manner so as to minimize any market disruption.
Neither the execution of the Agreement nor sales of common
shares by Mr. Joyce will adversely impact shares outstanding
for the purpose of calculating the Company's earnings per
share.
The Agreement also amends certain of the agreements previously
entered into with Mr. Joyce to permit him to transfer
exchangeable shares to other entities directly or indirectly
wholly-owned by him with the Company's prior approval, and to
permit the Company to issue its common shares to Mr. Joyce to
effect the exchange of the exchangeable shares through one of
more of the Company's subsidiaries.
The Agreement is attached hereto as Exhibit 2 and is
incorporated herein by reference.
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: September 13, 2002
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