UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Amendment No. 15
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
WENDY'S INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
950590109
(CUSIP Number)
Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, NY 10019
Attention: Richard Gashler, General Counsel
212-603-5700
With a Copy to:
Marc Weingarten, Esq.
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10019
212-756-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
SEPTEMBER 16, 2008
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
(Continued on following pages)
(Page 1 of 10 Pages)
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 2 OF 10 PAGES
1) NAME OF REPORTING PERSON
Castlerigg Master Investments Ltd.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions)
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
WC
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 3,916,013 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 3 OF 10 PAGES
1) NAME OF REPORTING PERSON
Sandell Asset Management Corp.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions)
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
AF
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 3,916,013 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
CO
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 4 OF 10 PAGES
1) NAME OF REPORTING PERSON
Castlerigg International Limited
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions)
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
AF
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 3,916,013 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 5 OF 10 PAGES
1) NAME OF REPORTING PERSON
Castlerigg International Holdings Limited
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions)
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
AF
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 3,916,013 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 6 OF 10 PAGES
1) NAME OF REPORTING PERSON
Thomas E. Sandell
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions)
(b) [X]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (see instructions)
AF
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 3,916,013 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,916,013 shares of Common Stock
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 7 OF 10 PAGES
This Amendment No. 15 amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission (the "SEC") on December 13, 2005, as
amended by that certain Amendment No. 1 filed with the SEC on January 18, 2006,
that certain Amendment No. 2 filed with the SEC on March 3, 2006, that certain
Amendment No. 3 filed with the SEC on April 28, 2006, that certain Amendment No.
4 filed with the SEC on May 31, 2006, that certain Amendment No. 5 filed with
the SEC on December 4, 2006, that certain Amendment No. 6 filed with the SEC on
July 3, 2007, that certain Amendment No. 7 filed with the SEC on July 30, 2007,
that certain Amendment No. 8 filed with the SEC on August 28, 2007, that certain
Amendment No. 9 filed with the SEC on September 17, 2007, that certain Amendment
No. 10 filed with the SEC on October 12, 2007, that certain Amendment No. 11
filed with the SEC on November 13, 2007, that certain Amendment No. 12 filed
with the SEC on February 11, 2008, that certain Amendment No. 13 filed with the
SEC on April 18, 2008 and that certain Amendment No. 14 filed with the SEC on
April 30, 2008 (collectively, the "Statement") by and on behalf of the Reporting
Entities (as defined in Item 2) and the Trian Entities (as defined in Item 2)
with respect to the common stock, par value $0.10 per share (the "Common
Stock"), of Wendy's International, Inc., an Ohio corporation (the "Company"), in
order to disclose that (i) as more fully set forth in Items 2 and 4 below, the
Reporting Entities have determined to no longer file a joint statement on
Schedule 13D with the Trian Entities and (ii) the Reporting Entities ceased
to be the beneficial owner of more than five percent of the issued and
outstanding shares of Common Stock of the Company as of September 16, 2008.
The principal executive offices of the Company are located at P.O. Box 256, 4288
West Dublin-Granville Road, Dublin, Ohio 43017.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
Item 2 of the Statement is hereby amended and supplemented as follows:
This Statement is being filed by Castlerigg Master Investments Ltd.,
Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg
International Holdings Limited and Thomas E. Sandell (each, a "Reporting Entity"
and, collectively, the "Reporting Entities").
The Reporting Entities have previously reported together with Trian
Partners GP, L.P., Trian Partners General Partner, LLC, Trian Partners, L.P.,
Trian Partners Master Fund, L.P., Trian Partners Master Fund (Non-ERISA), L.P.,
Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund I General
Partner, LLC, Trian Partners Parallel Fund II, L.P., Trian Partners Parallel
Fund II GP, L.P., Trian Partners Parallel Fund II General Partner, LLC, Trian
Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter M.
Way, Edward P. Garden, Jerry W. Levin and Triarc Companies, Inc. (collectively,
the "Trian Entities") regarding their respective interests in the Common Stock
because they might have been deemed to constitute a "group" with respect to such
Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). On September 16, 2008, Trian Fund
Management, L.P. and Sandell Asset Management Corp. entered into a Termination
Agreement ("Termination Agreement") pursuant to which the Agreement between
Trian Fund Management, L.P. and Sandell Asset Management Corp., dated November
4, 2005, as amended (the "Agreement") was terminated, effective immediately,
with certain provisions relating to expenses, indemnification, contribution and
regulatory reporting surviving the termination, but each disclaim membership in
any "group" for the foregoing purposes by reason of any continuing rights or
obligations that may exist under the
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 8 OF 10 PAGES
Agreement. As a result, the Reporting Entities disclaim membership in any
"group" with the Trian Entities, for purposes of Section 13(d)(3) of the
Exchange Act or otherwise, and will no longer be filing a joint Statement on
Schedule 13D with the Trian Entities.
Item 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 of the Statement is hereby amended and supplemented as follows:
As discussed in Item 2 above, the Reporting Entities are no longer
filing a joint statement on Schedule 13D with the Trian Entities. As of
September 16, 2008, each of the Reporting Entities has ceased to be the
beneficial owner of more than five percent of the issued and outstanding shares
of Common Stock of the Company.
On September 16, 2008, Sandell Asset Management Corp, and Trian Fund
Management, L.P., entered into the Termination Agreement, terminating the
parties' respective obligations under the Agreement. This description of the
Termination Agreement is a summary only and is qualified by reference to the
Termination Agreement, a copy of which was filed as Exhibit 23 to the Schedule
13D/A filed with the SEC by the Trian Entities on September 16, 2008 and is
incorporated herein by reference.
In view of the proposed acquisition of the Company by Triarc Companies,
Inc., and the likelihood that this transaction will be completed regardless of
any action taken by the Reporting Persons prior to the Company's next annual
meeting of shareholders, the Reporting Persons have terminated the proxy granted
to Trian Fund Management, L.P. pursuant to the Agreement.
Each of the Reporting Entities continues to beneficially own the shares
of Common Stock to which this Statement relates for investment purposes in the
ordinary course of business pursuant to the investment strategies of Castlerigg
Master Investments Ltd.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5(e) of the Statement is hereby amended and restated as follows:
(e) As a result of the Reporting Entities no longer being deemed to be
a "group" with any of the Trian Entities, as more fully set forth in Items 2 and
4 above, each of the Reporting Entities ceased to be the beneficial owner of
more than five percent of the issued and outstanding shares of Common Stock of
the Company as of September 16, 2008, based on 88,104,018 shares of Common Stock
issued and outstanding as of August 5, 2008, as reported in the Company's joint
proxy statement/prospectus, filed by Triarc Companies, Inc. on Form S-4/A on
August 14, 2008.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
--------------------------------------------------------
Item 6 of the Statement is hereby amended and supplemented as follows:
In addition to the Termination Agreement, as discussed in Item 2
above, the Reporting Entities are parties to an agreement with respect to the
joint filing of this Statement, and any amendments thereto. A copy of the Joint
Filing Agreement is attached hereto as Exhibit 99.1 and incorporated herein by
reference. A copy of the Termination Agreement referenced as Exhibit 99.2 hereto
(which incorporates by reference to Exhibit 23 to the Schedule 13D/A filed with
the SEC by the Trian Entities on September 16, 2008), is also incorporated
herein by reference.
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 9 OF 10 PAGES
EXHIBIT NO. EXHIBIT DESCRIPTION
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Item 7 of the Statement is hereby amended and supplemented as follows:
99.1 Agreement of Joint Filing among Castlerigg Master Investments
Ltd., Sandell Asset Management Corp., Castlerigg International
Limited, Castlerigg International Holdings Limited and Thomas E.
Sandell dated September 18, 2008 (which supersedes and replaces
the Agreement of Joint Filing dated February 11, 2008, as
previously filed as Exhibit 17 to the Schedule 13D/A filed with
the SEC on February 11, 2008, with respect to the Reporting
Entities).
99.2 Termination Agreement between Trian Fund Management, L.P. and
Sandell Asset Management Corp., dated September 16, 2008
(incorporated by reference to Exhibit 23 to the Schedule 13D/A
filed with the SEC by the Trian Entities on September 16, 2008).
EXHIBITS
99.1 Agreement of Joint Filing among Castlerigg Master Investments
Ltd., Sandell Asset Management Corp., Castlerigg International
Limited, Castlerigg International Holdings Limited and Thomas E.
Sandell dated September 18, 2008 (which supersedes and replaces
the Agreement of Joint Filing dated February 11, 2008, as
previously filed as Exhibit 17 to the Schedule 13D/A filed with
the SEC on February 11, 2008, with respect to the Reporting
Entities).
99.2 Termination Agreement between Trian Fund Management, L.P. and
Sandell Asset Management Corp., dated September 16, 2008
(incorporated by reference to Exhibit 23 to the Schedule 13D/A
filed with the SEC by the Trian Entities on September 16, 2008).
CUSIP NO. 950590109 SCHEDULE 13D/A PAGE 10 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: September 18, 2008
CASTLERIGG MASTER INVESTMENTS LTD. SANDELL ASSET MANAGEMENT CORP.
By: Sandell Asset Management Corp.,
its Investment Manager
By: /s/ Thomas E. Sandell
---------------------
By: /s/ Thomas E. Sandell Name: Thomas E. Sandell
--------------------- Title: Chief Executive Officer
Name: Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp., By: Sandell Asset Management Corp.,
its Investment Manager its Investment Manager
By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell
--------------------- ---------------------
Name: Thomas E. Sandell Name: Thomas E. Sandell
Title: Chief Executive Officer Title: Chief Executive Officer
/s/ Thomas E. Sandell
---------------------
THOMAS E. SANDELL
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: September 18, 2008
CASTLERIGG MASTER INVESTMENTS LTD. SANDELL ASSET MANAGEMENT CORP.
By: Sandell Asset Management Corp.,
its Investment Manager
By: /s/ Thomas E. Sandell
---------------------
By: /s/ Thomas E. Sandell Name: Thomas E. Sandell
--------------------- Title: Chief Executive Officer
Name: Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp., By: Sandell Asset Management Corp.,
its Investment Manager its Investment Manager
By: /s/ Thomas E. Sandell By: /s/ Thomas E. Sandell
--------------------- ---------------------
Name: Thomas E. Sandell Name: Thomas E. Sandell
Title: Chief Executive Officer Title: Chief Executive Officer
/s/ Thomas E. Sandell
---------------------
THOMAS E. SANDELL