Wendy's 2008 Annual Report Download - page 39

timing of such dividends, if any. Any future dividends will be made at the discretion of our board of directors
and will be based on such factors as our earnings, financial condition, cash requirements and other factors.
We have no class of equity securities currently issued and outstanding except for our Class A Common
Stock, Series 1. However, we are currently authorized to issue up to 100 million shares of preferred stock.
Our ability to meet our cash requirements is primarily dependent upon our cash, cash equivalents and
short-term investments on hand, cash flows from ARG and Wendy’s, including loans, cash dividends,
reimbursement by ARG to us in connection with providing certain management services, and payments by
ARG and Wendy’s under tax sharing agreements, as well as investment income. Our cash requirements
include, but are not limited to, interest and principal payments on our indebtedness as well as required
quarterly payments to a management company formed by certain former executives of ours. Under the terms of
the amended and restated Credit Agreement (see “Item 1A. Risk Factors—Risks Related to Wendy’s and
Arby’s Businesses—Wendy’s International, Inc. and its subsidiaries, and ARG and its subsidiaries, are subject
to various restrictions, and substantially all of their non-real estate assets are pledged subject to certain
restrictions, under a Credit Agreement”), there are restrictions on the ability of the Co-Borrowers to pay any
dividends or make any loans or advances to us. The ability of Wendy’s and ARG to pay cash dividends or
make any loans or advances as well as to make payments for the management services and under the tax sharing
agreement to us is also dependent upon their ability to achieve sufficient cash flows after satisfying their cash
requirements, including debt service. See Note 10 of the Financial Statements and Supplementary Data
included in Item 8 herein, and “Management’s Discussion and Analysis—Results of Operations and Liquidity
and Capital Resources” in Item 7 herein, for further information on the Credit Agreement.
As of February 27, 2009, there were approximately 46,024 holders of record of our Class A Common Stock.
The following table provides information with respect to repurchases of shares of our common stock by us
and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as
amended) during the fourth fiscal quarter of 2008:
Issuer Repurchases of Equity Securities
Period
Total Number of
Shares Purchased(1)
Average
Price Paid
per Share(1)
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan(2)
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plan(2)
September 29, 2008
through
October 26, 2008 591,257 $4.80 — $50,000,000
October 27, 2008
through
November 23, 2008 28,248 $3.51 — $50,000,000
November 24, 2008
through
December 28, 2008 49,395,394 $4.15 — $50,000,000
Total 50,014,899 $4.16 — $50,000,000
(1) Includes 619,505 shares re-acquired by the Company from holders of restricted stock awards, either to
satisfy tax withholding requirements or upon forfeiture of non-vested shares. Also included are 49,395,394
shares of Class A Common Stock which were purchased by affiliates of the Company in conjunction with a
partial tender offer at a price of $4.15 per share. The shares were valued at the closing prices of our Class A
Common Stock, Series 1, on the dates of activity.
(2) On July 1, 2007 a new stock repurchase program became effective pursuant to which we were authorized
to repurchase up to $50 million of our Class A Common Stock and/or Class B Common Stock during the
period from July 1, 2007 through and including December 28, 2008 when and if market conditions
warranted and to the extent legally permissible. No transactions were effected under our stock repurchase
program during the fourth fiscal quarter of 2008. This repurchase program expired on December 28, 2008
in accordance with its terms and has not been extended for the 2009 fiscal year.
31