Wendy's International, Inc. 425
1155 Perimeter Center West Atlanta, Georgia
30338
Filed by Wendys International, Inc. Pursuant
to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Wendys International, Inc.
Commission File No: 1-08116
July 18, 2008
Dear Arbys Family,
We continue to make good progress on the many activities that will support the success of the
planned merger between Wendys and Arbys. In this update, wed like to share a few highlights of
the work underway and an overview of recent accomplishments.
First, let me say that we know many people are anticipating decisions regarding the future state of
our organization. We are working together to build a shared understanding of the current state of
our respective organizations, clarify the compelling vision for our future together, and make the
organization structure and staffing decisions for our future company.
Part of this work is a Current State Analysis that we are developing with help from our
consultants at KPMG. This work is being completed now and documents the current roles,
responsibilities, and major processes in both organizations. KPMG conducted 93 Discovery Meetings
with Wendys and Arbys employees and reviewed hundreds of documents. Wed like to thank everyone
involved for your extraordinary effort to fulfill our requests for information in a very short
timeframe. That we have been able to complete the Current State Analysis in a few short weeks is
a testament to the tremendous expertise and focus we have in both organizations.
The Current State Analysis will form the foundation for the new organizational structure. We are
starting this work now and expect that it will take approximately six weeks. Our overall approach
to the organization concept has not changed. We will continue to have two independent and robust
brand organizationsone for Wendys in Dublin, and one for Arbys in Atlantaeach focused on
building on the heritage and strengths of their unique brands. A corporate office in Atlanta will
be created with shared services that will support both brand organizations.
When the organization design is approved, we will share it with all employees. Decisions with
regard to the location of jobs, the timing of any movement of jobs, and the process for placing
internal candidates into jobs that may be new or open will be shared with you as well. We know that
everyone is anxious to know this information as quickly as possible. We are working diligently with
that in mind, while still ensuring we exercise the due diligence and care required to align our
resources with the great opportunities we will have in the future.
Great care is also being taken to ensure we are ready for Day 1 of our new organization. A
readiness plan has been developed and is being tracked. The hundreds of tasks on the plan are being
completed by members of both Wendys and Arbys Finance, Tax, Accounting, and IT departments
critical functions that will need to operate within new corporate regulatory and security
frameworks beginning with our very first day of operations.
Overseeing all of these activities is the Integration Steering Committee, comprised of members from
both Wendys and Arbys. The current Committee members are listed at the end of this message. The
role of the Integration Steering Committee is to provide input, direction, and approvals on key
integration activities. The frequency of meetings is ramping up as our integration work is gaining
momentum.
Based on your feedback, the frequency of our communication is also going to ramp up. While we may
not always have a lot to report since many activities are in progress, we are committed to regular
updates on the process and ensuring you have a central reference point for information on the
merger on an ongoing basis. Expect more from us on that front in the coming weeks.
On the topic of communication, Roland Smith continues to reach out to both franchisees and Wendys
employees to learn more about the brand. Since the town hall meeting in May where Roland was
introduced to the Wendys organization, he has had several meetings with the senior leadership
team, met directly with all of Kerrii Andersons direct reports, and connected with field operation
leaders. He has also met several times with the leadership and members of Wendys three franchisee
organizations, conducted in-person meetings with over 30 franchisee leaders, and spoken with
franchisees who represent over 1,500 franchised restaurants.
Starting July 9, Roland spent six days in both company and franchisee Wendys stores learning
operations, meeting restaurant employees, and building a deeper front line perspective of the
rich opportunities for the Wendys brand.
We look forward to hearing from you. Please share your views, ask your questions, and seek
clarification on any issues.
Thank you for your ongoing support and focus on the business and our customers.
Best regards,
Sharron Barton Integration Lead On Behalf of
the Integration Steering Committee
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Integration Steering Committee Members: |
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Brendan Foley
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SVP, General Controller and Assistant Secretary
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Wendys International, Inc. |
Clete McGinty
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SVP of HR and Employment Litigation
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Arbys Restaurant Group, Inc. |
Dan Shaughnessy
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Consultant
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KPMG, LLP |
David Pipes
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SVP of Financial Services
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Arbys Restaurant Group, Inc. |
John Barker
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SVP of Corporate Affairs and Investor Relations
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Wendys International, Inc. |
John Gray
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SVP of Corporate Communications
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Arbys Restaurant Group, Inc. |
Karen Ickes
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SVP of Total Rewards & Interim SVP Corporate HR
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Wendys International, Inc. |
Michael Lippert
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SVP of Company Operations
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Arbys Restaurant Group, Inc. |
Nils Okeson
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General Counsel
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Arbys Restaurant Group, Inc. |
Pam Jenkins
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VP, Internal Audit
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Arbys Restaurant Group, Inc. |
Sharron Barton
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Chief Administrative Officer
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Arbys Restaurant Group, Inc. |
Steve Farrar
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Chief of North America Operations
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Wendys International, Inc. |
Steve Hare
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Chief Financial Officer
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Arbys Restaurant Group, Inc. |
Steve Sullivan
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Consultant
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KPMG, LLP |
Wade Eckman
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Consultant
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KPMG, LLP |
Wendy Henderson
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SVP of Risk Management, Compensation & Benefits
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Arbys Restaurant Group, Inc. |
Additional Information about the Merger and Where to Find It
Triarc and Wendys have mailed a joint proxy statement/prospectus containing information about the
proposed merger to their respective stockholders/shareholders. The joint proxy statement/prospectus
is included in the registration statement on Form S-4 (Registration No. 333-151336) that Triarc
filed with the SEC. BEFORE MAKING ANY VOTING DECISION, TRIARC AND WENDYS URGE INVESTORS AND
SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER BECAUSE
IT CONTAINS 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/shareholders in favor of the stockholder/shareholder approvals required in connection
with the proposed 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/shareholders
in connection with the stockholders/shareholders approvals required in connection with the proposed
merger, is set forth in the joint proxy statement/prospectus. Information about Triarcs executive
officers and directors can be found 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 Form 10-K filed with the SEC on April 28, 2008. Free copies
of these documents may be obtained from Triarc and Wendys at the website locations described
above.
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 or operating margin improvements will not
be realized, or will not be realized within the expected time period, due to, among other things:
(1) increasing costs associated with food, supplies, energy, fuel, distribution and labor; (2)
competition, including price competition; (3) changes in the quick service restaurant industry; (4)
prevailing economic, market and business conditions affecting Triarc and Wendys; (5) 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; (6) changes in the interest rate environment; (7) changes in debt, equity and securities
markets; (8) the availability of suitable locations and terms for the sites designated for
development; (9) cost and availability of capital; (10) adoption of new, or changes in, accounting
policies and practices; and (11) other factors discussed from time to time in Triarcs and Wendys
news releases,
public statements and/or filings with the SEC. Other factors include the possibility that the
merger does not close, including due to the failure to receive required stockholder/shareholder or
regulatory approvals, or the failure of other closing conditions. Additional factors that could
cause actual results to differ materially from those expressed in forward-looking statements are
discussed in reports filed with the SEC by Triarc and Wendys, especially the Risk Factors
sections of Triarcs and Wendys Annual and Quarterly Reports on Forms 10-K, as amended, and 10-Q
and in the Registration Statement on Form S-4 filed by Triarc.
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
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.