Wendy's International, Inc. 425
Filed by Wendys International, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: Wendys International, Inc.
Commission File No: 1-08116
On May 12, 2008, the following letter from Roland Smith was distributed to all
Wendys employees and franchisees and posted on Wendys internal portal.
A Message from Roland Smith
May 9, 2008
Note. On April 24, 2008, Wendys International and Triarc announced the signing of a definitive
agreement to merge. Triarc announced that Roland Smith will become Wendys CEO following
completion of the merger agreement. We asked Roland to send a message to the Wendys system.
Thank you all for taking the time to read this message. Kerrii Anderson has been great over the
past couple of weeks, allowing me access to the rich history of Wendys and to many of the people
in the company. Ive had the opportunity to speak with the officers of the company and share some
of the same thoughts Ill share with you.
Probably the number-one question that you have asked yourself since the merger agreement was
announced is why are we merging with Triarc? I think that has been well laid out in the public
announcement.
After a period of about a year, the Special Committee of the Wendys Board took a look at all the
options for the Wendys Brand and decided that a merger with Triarc was in the best interests of
all stakeholders.
What is
very exciting, and I think you probably already figured this out, is that when this merger closes, we will be the third largest quick service company in the U.S. We will
have over $12 billion in combined systemwide sales and 10,000 restaurants across the two
systems, and ladies and gentlemen, size in todays economy is an important factor for success.
What I hope we can do is take all of the benefits of that size and use it to our benefit, but never
lose what we have at both brands almost 40 years of rich history and traditions of quality. At
Arbys, we have a tradition of quality just like you do at Wendys. We have similar values
although expressed in different words. Just like the Wendys family, we have a set of values we
talk about on a regular basis.
If you have an opportunity to visit our headquarters, you would see our values displayed on the
walls like you see them around the Wendys headquarters. We also talk about them on a regular
basis. They are values like dream big, work hard, get it done, play fair, have fun, and make a
difference. Different words
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than are on the flags hanging at the Wendys headquarters, but really they mean the same thing from
the standpoint of what you do day-in and day-out to make sure that your brand is brought to the
consumer in the way that you need it to be brought.
Our goal is to make sure that we can take two very great brands and merge some of the cultures that
make sense to merge, and keep different those things that dont make sense to merge.
What will stay different are the two independent brands. Each brand will be run independently by
its own CEO. Each will be totally focused on what is necessary for that particular brand to
succeed in the marketplace.
As I have had a chance to talk to Kerrii and many others at Wendys over the last couple of weeks,
I keep hearing the word family and that is a virtue. I think Wendys considers itself a family.
Its interesting that as I joined Arbys in 1994 and rejoined in 2006, we also talked about the
concept of family.
Id say that you are probably thinking about this merger in the following way if I may use a
simple analogy. Maybe in your family you have a daughter and your daughter has decided she is
getting married to a stranger. You are thinking, will we like him? Can we trust him? What if he is
going to change some things? Is it going to work? Im sure that many of those same thoughts are
the thoughts you have had over the last couple of weeks and will continue to have over the next
couple of months as we bring this merger to fruition.
What I would like to do from the outset is to start the dialogue of communication with you and
start to answer some of those questions. Probably your biggest concern is what does this mean for
me?
Well, were all human. Its important for us to understand how we fit into an organization. I
want to talk a little bit about that, as much as I can at this time. First of all, we do not have
all the answers. What Id like to do is to share with you what I do know and tell you what I
dont know.
First of all, as you have probably heard, I have been given the huge honor and privilege of being
the next CEO of Wendys. I really do consider it a privilege. Leadership is a privilege. I will
be making a new home with my wife in the Columbus, Ohio area.
The headquarters for the Wendys brand is today, and will be in the future, in the Columbus, Ohio
area. That is something that is provided for in the merger agreement, so its not something Im
maybe telling you just to make you feel comfortable. Let me tell you a few things about me that
you wont see in my
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resume. Or maybe you have already Googled me. Im not sure what it says these days. I hope its
not too unkind.
I grew up moving around the country. My dad is a retired Air Force Sergeant. I was born in
Germany and moved to four or five states as I grew up. He retired for the first time in Annapolis,
Maryland where I went to high school. My first job was walking about a mile from my house to work
at my local McDonalds. I had a great first job of cleaning the washrooms and got promoted to
French fries. You know how that works, because youre in the restaurant business.
About three years later, I went off to college, but before I went off to college, my mom, who had
not worked outside of the home, came to me and said, I think I would like to take a job at
McDonalds. I said to my mom, Mom, youve got to be kidding me; thats the hardest job I ever
had in my life. I will never work in the fast-food business again. Be careful what you say.
Ultimately, she did take the job at McDonalds. She worked there for 15 years and retired from
McDonalds. So, we have a little fast food in our blood in our family. I have been married to my
wife for 29 years. She is a saint and has moved with me 22 times. I am so fortunate that sometime
in the not too distant future she will send me an email or leave me a note that tells me what
address I should take my car to in the Columbus area and thats when Ill find out where I will
hang my hat for a while. I have two boys, 20 and 23 that are both off finalizing their education,
so moving is very easy for us, from that standpoint. My youngest son was born just down the street
from Columbus, in Cincinnati, when I was at Proctor & Gamble, so Ohio is not a foreign place to me.
In fact, when I left the military and joined P&G, I was a pilot for a number of years. I couldnt
get flying out of my blood, so I flew for the Ohio National Guard at Rickenbacker not far from
Wendys headquarters. So, I know my way around this area a little bit.
If you
just take one thing away from who I am, its the following: The basis for everything I do is a set of values that I talk about on a regular basis and I will talk
about with you on a regular basis. Theyre a set of simple values. I wear them around my wrist on
a green band to remind myself how important they are and how important it is that I display these
to the people that I have the privilege of working with on a daily basis.
What I care about starts with integrity. Its not different from what you guys have talked about
for a long time. Integrity is saying what you do and doing what you say. It is telling the whole
truth, even when you could have told the half truths and gotten it done.
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Its the tough, tough job of saying No when you mean No; instead of saying Maybe when you
mean No.
How many times in your career have you asked someone a question about
something you would like to have happen and the answer was something
like this, yeah, that is a pretty good idea, well look right into it. Right? Gives you a
perception that maybe it can happen. Its easy for that person to say Maybe because they dont
have to use that tough word No. But it ends up setting an expectation that ends up frustrating
you. Integrity is an incredibly important concept of forming trust, and trust is the basis, as you
know, for all relationships.
The second behavior or value is accountability. Take responsibility for your actions and the
actions of your team. If you are a leader in this company, you probably get too much credit when
things go well and too much blame when things dont. But thats the mantel of leadership.
The most important part of accountability, in my mind, is being willing to say three simple things
when something bad happens: I made a mistake. Im sorry. I will get it fixed. When you say
that, all the discussion about what happened and why it happened ends. And, you spend your time
talking about what needs to be talked about, which is how are we going to fix this going forward.
Making mistakes is not a bad thing. If youre not making mistakes, youre not learning.
Innovation is the third behavior I would like to talk about. I just came from your culinary
innovation center, so I know its part of your history and your culture. Companies must
consistently innovate or they will go out of business. Examples of companies who forgot to innovate
and lost their way are all over the marketplace.
We must innovate every day. Im not just talking about revolutionary innovation, things that are
hugely changing dynamics in your business. Im talking about simple things like an evolutionary
innovation. Here is what I would like you to think about over the next weeks and months - if you
committed to get a little bit better once a week in what you do, times the tens of thousands of
people in the Wendys brand, how much better would we be as a company? Huge. Just get a little
bit better each day. This idea brings to mind the concept of coasting. If youre not getting a
little better, youre coasting, and you can only coast in one direction, down hill. If you can
figure out how to get something to coast uphill, talk to me right away, and well both make a
little money. If youre coasting, by definition youre not innovating. Youre heading down hill.
Youre starting to fail and you might not even know it.
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The fourth value is teamwork. I used to ask over the past ten or 15 years a question in interviews
that sounded like this: Are you a team player? I never got anyone to say No.
Everyone thinks theyre a team player. Unfortunately, we sometimes misunderstand teamwork with
being a coach. Many of you are probably coaches; maybe you coach a Little League baseball team or
soccer team. We need coaches. But, coaches are useless without a team. Teamwork is really
displayed when you are willing to subordinate your needs for the benefit of the team. That is
teamwork. Well ask you to do that every now and then. If you will do it, the team will
ultimately win in the end.
The last concept is one that you talk about and I have read about here at Wendys its all over
your companys literature its the concept of respect. Everybody deserves to be treated with
respect. Its the simplest of all of these values, because you probably learned it sometime early
in your life, no matter what background or religion you came from, you probably learned a simple
rule that probably was called the golden rule.
Treat others the way you want to be treated. If we did that every day, people would be treated
respectfully. There would be no yelling, screaming, demoralizing, or intimidating things in the
workplace. But it still happens, and its not acceptable. Thats not something we will take going
forward and I dont think its part of your culture today.
Those are the values that I am all about. If you only remember one thing from this message, I hope
you remember those, because thats what you can expect from me going forward, and thats what I
will expect from you. If we use these values to filter every decision, we will never do something
the wrong way. Or in Daves words, well never cut corners. If you use these values as a filter
and a decision is consistent with them, you then figure out whether it works from a business
perspective. If the decision is not consistent with the values I just described, then I can tell
you that its not the right decision, regardless of what it may seem to accomplish in the short
term.
Speaking of integrity, let me make you a pledge and one that I am very comfortable we will be able
to keep as we go through this process. We will never lie to you. If we know what is going on,
well tell you. If we dont know whats going on, well tell you we dont know. And if we know
something but we cant tell you for reasons of confidentiality, well tell you that too, so at
least youll know where you stand.
Let me talk about rumors for just a second. Rumors, I think, over the next couple of months are
going to be our common enemy. Because theyre almost
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always false, they cause a ton of anguish...and they get worse as you pass them along, because as
we all know, a vacuum is often filled with the fears of the worst possible scenario. So, as you
hear a rumor, give us a chance to give you the answer. It could be
right but it's likely wrong or
incomplete. So, before you start to be anguished over something that may be wrong, give us a
chance to talk to you about it.
Now, this might be the toughest thing that I tell you. But, you know what, if I am to be
consistent with the values Ive just talked about and if Im going to keep this commitment to you,
I think I have to say this: There will be job cuts at Wendys. I dont know how to put it any
other way and say that I am acting with integrity. We will continue to be truthful with you about
these as they come up and as we look at the plan for organizing our company as we go forward.
I want to spend some time and meet with your functional leaders and talk about what we think we
need to do together to be successful. I can tell you that one thing that typically happens when
companies start the process of a turnaround, they start to do too many things. You cant do too
many things well at the same time. So, what I will try to help your senior leaders and you do is
pick the key priorities that allow us to be successful and stop doing all the things that arent
going to add to success over the next year or two. By the way, if we stopped doing some of those
things that arent absolutely necessary, we wont have to spend money and energy on them. We can
spend it on something else.
We need to be an efficient and lean company. I dont think this is the first time youve heard
this. In todays marketplace, thats an incredibly important part of being successful. Well look
at ways where we can be lean without losing muscle and without losing capabilities. We have no
interest in tearing down this brand. We only have interests in helping this brand get back to the
rich quality tradition and heritage that it has always had. As we go through this, I commit to you
that we will treat you with honesty and fairness. Ultimately, I think the benefit will be more
opportunity for everyone.
Which leads me to something else that I want you to understand and take as your guidance over the
next couple of months. Please do your jobs as well as you can. If for no other reason, then
because were a real Pay for Performance culture and the people who perform the best will have
the most opportunity in the company going forward. We are not changing your benefits. That is a
question I think a lot of people have been asking. Your benefits will stay the same through 2008,
and then quite honestly, were going to try to do what I hope we can do with the combination of two
large organizations. We are going to look at the benefits of Triarc and look at the benefits of
Wendys, and the best idea is going to win.
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That is the second thing I hope you take away from this message. The best idea wins, regardless of
where it comes from. And, hopefully, by doing this we can get a combination of these two companies
and ultimately have a better benefits program than what we started out with when we were beginning
the process.
Next steps, what happens? The first thing that happens is our companies file a joint proxy
statement. Thats basically a lot of very detailed financial and other information about our two
companies and the merger that will go to each companys shareholders for them to consider. It will
take some time to complete this process. Ultimately, the shareholders of each company will vote.
If both groups of shareholders approve, and the other conditions to the merger are satisfied, the
merger will be consummated and we will move forward as the third largest QSR in the U.S., which is
pretty exciting. When will that happen? While we are not entirely sure, we think it is likely to
occur sometime in the second half of this year.
Lastly, what do I need from you? A couple of things. First of all, and you have heard this
already from Kerrii, please stay focused on your jobs. What were really all about and what I know
you have been all about is serving customers in our restaurants. I will tell you and Im sure you
have heard it before, the most important person in our organization is the general manager that
runs the store. They talk to our customers every day. They relay the brand image out there every
day. They are putting money in the cash register every day. Most of us just spend it, which is
okay, because they need support. But if youre not serving our customer, clearly, you need to be
serving someone who does serve our customers. You all know what your jobs are. Youre all very
good at them so as much as you can, stay focused on getting your jobs done well.
Number two. Give us a chance. Just an honest chance. I know people are calling you. I know
recruiters are probably having a heyday out there, trying to take advantage of uncertainty.
Give it a chance. Were working on some type of a retention plan. I will do my best to support it
to give you a sense of comfort over a period of time that youll be taken care of. I think you
will see as this unfolds that this is going to be a great opportunity for people in both brands to
have a very successful and exciting career with a great company.
And then lastly, and this is the third thing I ask you to remember from my comments. Please
dont get cynical. I know its hard. But cynicism is like a disease. Unfortunately, its like a
very communicable disease because when a couple of people get it, it spreads like crazy. Cynicism
is the concept of finding everything wrong without offering a single solution. I cannot remember a
single team that was cynical and that ever won at anything. It just cant happen.
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Skepticism? Absolutely, I expect a lot of healthy skepticism. But keep an open mind; dont let it
get to cynicism. You will clearly do yourself a favor and clearly do Wendys a favor if you stay
focused on your jobs.
I look forward to working with all of you. You have to know how excited we are and what a
privilege it is for me to address you today and at some point in the future step into the role of
providing you leadership.
Thanks very much.
Forward-Looking Statements
Statements herein regarding the proposed transaction between Triarc Companies, Inc. (Triarc) and
Wendys International, Inc. (Wendys), future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and any other
statements about future expectations constitute forward looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these factors are outside
our control and difficult to predict. Factors that may cause such differences include, but are not
limited to, the possibility that the expected synergies will not be realized, or will not be
realized within the expected time period, due to, among other things: (1) changes in the quick
service restaurant industry; (2) prevailing economic, market and business conditions affecting
Triarc and Wendys; (3) conditions beyond Triarcs or Wendys control such as weather, natural
disasters, disease outbreaks, epidemics or pandemics impacting Triarcs and/or Wendys customers or
food supplies or acts of war or terrorism; (4) changes in the interest rate environment; (5)
changes in debt, equity and securities markets; (6) changes in the liquidity of markets in which
Triarc or Wendys participates; (7) the availability of suitable locations and terms for the sites
designated for development; (8) cost and availability of capital; (9) adoption of new, or changes
in, accounting policies and practices; and (10) other factors discussed from time to time in
Triarcs and Wendys news releases, public statements and/or filings with the Securities and
Exchange Commission (the SEC), especially the Risk Factors sections of Triarcs and Wendys
Annual and Quarterly Reports on Forms 10-K and 10-Q, which are available at the SECs website at
http://www.sec.gov. Other factors include the possibility that the merger does not close,
including due to the failure to receive required stockholder or regulatory approvals, or the
failure of other closing conditions. Triarc and Wendys caution that the foregoing list of factors
is not exclusive.
Although we believe that the assumptions underlying the projected results and other forward-looking
statements are reasonable as of the date hereof, any of the assumptions could be inaccurate and
therefore, there can be no assurance that the projected results or other forward-looking statements
included in this presentation will prove to be accurate and the variations could be material. In
light of the significant uncertainties inherent in such projected results and other forward-looking
statements included herein, the inclusion of such information should not be regarded as a
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representation of future results or that the objectives and plans expressed or implied by such
forward-looking statements will be achieved. None of Triarc, Wendys or any of their affiliates or
representatives warrants or guarantees any such forward-looking statements in any way. We do not
undertake and specifically decline any obligation to disclose the results of any revision that may
be made to any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events. The information
contained in this presentation relating to Wendys or Triarc has been derived from publicly
available information and from information provided by such party and its representatives, and has
not been independently verified by the other party and no warranty is made by such other party that
such information is accurate.
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Triarc will file with the SEC a Registration Statement on
Form S-4 that will include a joint proxy statement of Triarc and Wendys and that also constitutes
a prospectus of Triarc. Triarc and Wendys each will mail the proxy statement/prospectus to its
stockholders. Before making any voting decision, Triarc and Wendys urge investors and security
holders to read the proxy statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information. You may obtain copies of all documents
filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov).
You may also obtain these documents, free of charge, from Triarcs website (www.triarc.com) under
the heading Investor Relations and then under the item SEC Filings and Annual Reports. You may
also obtain these documents, free of charge, from Wendys website (www.wendys.com) under the tab
Investor and then under the heading SEC Filings.
Additional Information About the Merger and Where to Find It
Triarc, Wendys and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from Triarc and Wendys stockholders in favor of
the stockholder approvals required in connection with the merger. Information regarding the
persons who may, under the rules of the SEC, be considered participants in the solicitation of the
Triarc and Wendys stockholders in connection with the stockholder approvals required in connection
with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with
the SEC. You can find information about Triarcs executive officers and directors in Amendment No.
2 to its Annual Report on Form 10-K, filed with the SEC on April 25, 2008. You can find
information about Wendys executive officers and directors in its Amendment No. 1 to its Annual
Report on Form 10-K, filed with the SEC on April 28, 2008. You can obtain free copies of these
documents from Triarc and Wendys using the internet contact information above.
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