Wendy's 2008 Annual Report Download - page 69

We dispute these notices and believe ultimate resolution will not have a material adverse impact on our
consolidated financial position or results of operations.
Universal Shelf Registration Statement
In December 2008, the Company filed a universal shelf registration statement with the Securities and
Exchange Commission in connection with the possible future offer and sale, from time to time, an
indeterminate amount of our common stock, preferred stock, debt securities and warrants to purchase any of
these types of securities. This registration statement became effective automatically upon filing. Unless
otherwise described in the applicable prospectus supplement relating to any offered securities, we anticipate
using the net proceeds of each offering for general corporate purposes, including financing of acquisitions and
capital expenditures, additions to working capital and repayment of existing debt. We have not presently made
any decision to issue any specific securities under this universal shelf registration statement.
Legal and Environmental Matters
In 2001, a vacant property owned by Adams Packing Association, Inc. (“Adams”), an inactive subsidiary
of the Company, was listed by the United States Environmental Protection Agency on the Comprehensive
Environmental Response, Compensation and Liability Information System (“CERCLIS”) list of known or
suspected contaminated sites. The CERCLIS listing appears to have been based on an allegation that a former
tenant of Adams conducted drum recycling operations at the site from some time prior to 1971 until the late
1970s. The business operations of Adams were sold in December 1992. In February 2003, Adams and the
Florida Department of Environmental Protection (the “FDEP”) agreed to a consent order that provided for
development of a work plan for further investigation of the site and limited remediation of the identified
contamination. In May 2003, the FDEP approved the work plan submitted by Adams’ environmental
consultant and during 2004 the work under that plan was completed. Adams submitted its contamination
assessment report to the FDEP in March 2004. In August 2004, the FDEP agreed to a monitoring plan
consisting of two sampling events which occurred in January and June 2005 and the results were submitted to
the FDEP for its review. In November 2005, Adams received a letter from the FDEP identifying certain open
issues with respect to the property. The letter did not specify whether any further actions are required to be
taken by Adams. Adams sought clarification from the FDEP in order to attempt to resolve this matter. On
May 1, 2007, the FDEP sent a letter clarifying their prior correspondence and reiterated the open issues
identified in their November 2005 letter. In addition, the FDEP offered Adams the option of voluntarily
taking part in a recently adopted state program that could lessen site clean up standards, should such a clean
up be required after a mandatory further study and site assessment report. With our consultants and outside
counsel, we reviewed this option and sent our response and proposed work plan to FDEP on April 24, 2008
and have commenced additional testing as suggested by the FDEP and pursuant to the work plan submitted.
Once testing is completed Adams will provide an amended response to FDEP. Nonetheless, based on amounts
spent prior to 2007 of approximately $1.7 million for all of these costs and after taking into consideration
various legal defenses available to us, including Adams, we expect that the final resolution of this matter will
not have a material effect on our financial position or results of operations.
On April 25, 2008, a putative class action complaint was filed by Ethel Guiseppone, on behalf of herself
and others similarly situated, against Wendy’s, its directors, the Company and Trian Partners, in the Franklin
County, Ohio Court of Common Pleas. A motion for leave to file an amended complaint was filed on June 19,
2008. The proposed amended complaint alleged breach of fiduciary duties arising out of the Wendy’s board of
directors’ search for a merger partner and out of its approval of the merger agreement on April 23, 2008, and
failure to disclose material information related to the merger in Amendment No. 3 to the Form S-4 under the
Securities Act of 1933 (the “Form S-4”). The proposed amended complaint sought certification of the
proceeding as a class action; preliminary and permanent injunctions against disenfranchising the purported
class and consummating the merger; a declaration that the defendants breached their fiduciary duties; costs and
attorneys fees; and any other relief the court deems proper and just.
Also on April 25, 2008, a putative class action and derivative complaint was filed by Cindy Henzel, on
behalf of herself and others similarly situated, and derivatively on behalf of Wendy’s, against Wendy’s and its
directors in the Franklin County, Ohio Court of Common Pleas. A motion for leave to file an amended
complaint was filed on June 16, 2008. The proposed amended complaint alleges breach of fiduciary duties
61