Wendys International 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
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TO:
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Wendys Family |
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FROM:
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Roland Smith |
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DATE:
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July 25, 2008 |
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RE:
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Leadership Team, Post-Merger |
Every plan to improve performance begins with building a winning team of capable and respected
leaders, which I am happy to report is reflected in some exciting news for the Wendys family.
At our Lobby Event in Dublin today, we announced that David Karam, Steve Farrar and Ken Calwell
will join me in forming the nucleus of the Wendys senior leadership team upon consummation of the
pending merger between Triarc and Wendys and closing of the deal.
David will serve as President, Steve will serve as Chief Operating Officer and Ken will serve as
Chief Marketing Officer. I will assume the duties of Chief Executive Officer as we announced in
April.
With this expected change, Wendys current COO Dave Near will resume his role as one of Wendys
leading franchisees. Following the closing, Dave will return to Austin to work with his brother,
Jason, and lead their Wendys restaurant operations. We thank Dave for his leadership and
continuing commitment to Wendys. Also, as we previously announced, Kerrii Anderson will continue
to lead Wendys as CEO & President until the merger closes.
Karam, Farrar and Calwell are proven leaders
We could not ask for more proven and experienced leaders than David Karam, Steve Farrar and Ken
Calwell. Their history, experience and respect among the franchisees and the corporate team are
unmatched.
David has been a part of the Wendys family since he worked as a teenager with his father Joe
Karam, a franchisee who joined Wendys in 1975. As President of Cedar Enterprises, which owns and
operates 135 Wendys restaurants, David has earned the respect of franchisees, operators and
company employees and is one of the top operators in the system. He is also a distinguished
recipient of several system awards, including the Founders
Award. He brings a solid grounding in Wendy's rich heritage and
traditions, as well as a realistic understanding of the challenges
and opportunities that lie ahead. David built a solid team at Cedar Enterprises and at Syrus, an
affiliated information processing business. He will relinquish
management of the day-to-day operations of those Companies when he moves into his new role as President of Wendys.
Steve Farrar will be promoted to COO when the merger closes. In April 2008, Steve returned to
Wendys as Chief of North American Operations after taking an early retirement package in 2006. His
previous 25-year service with Wendys included the late 1990s and early part of this decade, when
the company produced exceptional sales growth, unit expansion, earnings and margin improvement. He
earned the reputation as one of the systems most respected leaders and seasoned operators, a track
record that earned him the distinction as a Wendys Hall of Famer.
Ken Calwell is returning to Wendys after seven years at Dominos Pizza, Inc., most recently
serving as Chief Marketing OfficerExecutive Vice President, Marketing, Research and Development.
At Dominos, he was responsible for the leadership of all national marketing, brand strategy,
advertising, new product development, database marketing, media, field marketing, pricing,
marketing research, R&D, CRM, and sports and event marketing.
Ken was at Wendy's from 1998-2001 as Vice President of New Product
Marketing, Research and Planning. He was on the team that created
Wendy's Garden Sensations® salads, as well as the Late Night marketing
program and Wendy's first hispanic marketing initiatives. Ken has also held marketing positions
in the Frito-Lay and Pizza Hut divisions of PepsiCo, Inc. and at The Pillsbury Company.
Paul Kershisnik will continue to serve as Wendys interim CMO until the merger is closed, and then
work closely with Ken on the companys marketing strategy as a senior vice president.
These plans not only reflect our vision to attract the highest caliber of talent to our team, but
they demonstrate our commitment to leverage the strengths and heritage of Wendys. I expect that
David, Steve and Ken will hit the ground running in their new roles, and make an immediate impact
to set the direction and deliver our plan to revitalize the Wendys brand. We plan to provide more
information about the Wendys organizational structure in the near future.
Please join me in congratulating David, Steve and Ken!
Merger and Integration Update
At the Lobby Event, we also provided a brief update on the merger and integration process. Here
are a few highlights:
We continue to work through the process of preparing a joint proxy statement for mailing to Wendys
and Triarc shareholders in advance of the upcoming shareholder meetings for both companies.
Our integration consulting firm has completed the Current State Analysis of both the Wendys and
Arbys organizations, having conducted more than 90 information gathering interviews. Theyve also
reviewed hundreds of responses to document requests. We thank many people at both Wendys and
Arbys for their hard work and responsiveness in completing the information discovery stage. Your
helpful and diligent attitudes have allowed us to stay on schedule. Thank you!
Over the next six weeks, we will be working with our consultants to determine the best way to
create a shared service center in Atlanta that will support both the Wendys and Arbys dedicated
brand teams. As we said before, Wendys brand headquarters will remain in Dublin.
As decisions are made about the future structure of the Wendys/Arbys Group, Inc., including the
timing for putting that structure into place and decisions about
particular positions, I will share what I can with you as soon as I
can. In the meantime, I appreciate your continued patience and
support.
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Finally, I want to reiterate that my plans to be actively involved with the Wendys business have
not changed. Upon the closing of the merger, as CEO, I will work very closely with David, Steve,
Ken and the rest of the Wendys team to regain our momentum, improve our performance and accelerate
growth. In this regard, I continue to look forward to moving to the
Dublin area.
I hope that you share in my confidence that we are building a great team with the addition of such
talented professionals as David, Steve and Ken. I look forward to keeping you posted as we work
together to win with our customers, franchisees and shareholders.
Additional Information About The Merger And Where To Find It
In connection with the proposed merger, Triarc filed with the SEC a registration statement on Form
S-4 (Registration No. 333-151336) containing a preliminary joint proxy statement/prospectus and
other relevant materials. The final joint proxy statement/prospectus will be mailed to the
stockholders and shareholders of Triarc and Wendys. 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.
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 at the website locations described above.
Consummation of the proposed merger between Triarc and Wendys remains subject to approval by the
stockholders of both companies, regulatory approvals and other customary closing conditions. There
can be no assurances that the transaction will be consummated or that the anticipated benefits and
synergies of the transaction will be realized.
Forward-Looking Statements
Statements herein regarding the proposed transaction between Triarc and 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
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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.
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