Wendy's 2008 Annual Report Download - page 99

subsidiary of DFR with a then estimated fair value of $88,398 and (2) $47,986 principal amount of series A
senior secured notes of DFR due in December 2012 with a then estimated fair value of $46,210. The sale
resulted in a use of cash of $15,104, of which $13,609 relates to cash and cash equivalents included in the asset
management business at the time of the sale and $1,495 relates to fees and expenses paid.
See Note 3 for further disclosure of this disposition and the dividend of DFR common stock.
During 2006, an aggregate $172,900 principal amount of the Company’s 5% convertible notes due 2023
(the “Convertible Notes”) were converted or effectively converted into an aggregate of 4,323 shares of class A
common stock and 8,645 shares of class B common stock (see Note 10). In order to induce the effective
conversions, the Company paid negotiated premiums aggregating $8,998 to certain converting noteholders
consisting of cash of $4,975 and 244 shares of class B common stock with an aggregate fair value of $4,023
based on the closing market price of the Company’s class B common stock on the dates of the effective
conversions. The aggregate resulting increase to “Stockholders’ equity” was $177,818 consisting of the
$172,900 principal amount of the Convertible Notes, the $4,023 fair value for the shares issued for premiums
and the $895 fair value of 54,000 shares of class B common stock issued to certain note holders who agreed to
receive such shares in lieu of a cash payment for accrued interest.
On December 14, 2006 the Company amended all outstanding stock options under its equity plans to
permit optionees to pay both the exercise price and applicable minimum statutory withholding taxes by having
the Company withhold shares that would have been issued to the optionee upon exercise. During 2006 the
Company withheld from delivery to employees of the Company an aggregate of 1,720 and 6,466 shares of the
Company’s class A and class B common stock, respectively, to pay the exercise price related to the exercise of
stock options. The aggregate fair value of the shares withheld of $162,348 was recorded within “Stockholders’
equity,” consisting of charges of $161,702 to “Common stock held in treasury” and $646 to “Class B common
stock,” both with an equal offsetting increase in “Additional paid-in capital.”
Prior to 2006, the Company granted certain officers and key employees 149 and 731 contingently issuable
performance-based restricted shares of class A common stock and class B common stock (the “2005 Restricted
Shares”), respectively, under one of its equity plans. The 2005 Restricted Shares vest or vested ratably over
three years, subject to meeting, in each case, certain increasing class B common stock market price targets. An
aggregate of 99 and 49 restricted shares of class A common stock and 482 and 243 restricted shares of class B
common stock each in 2007 and 2006, respectively, vested and the aggregate fair value of the shares vested of
$7,982 and $2,758 in 2007 and 2006, respectively, was recorded within “Stockholders’ equity” as a charge to
“Additional paid-in capital” with an equal offsetting credit in “Common stock held in treasury.” The
remaining 6 unissued restricted shares of class B common stock were cancelled. See Notes 15 and 16 for further
disclosure of this transaction.
See accompanying notes to consolidated financial statements
91
Wendy’s/Arby’s Group, Inc. and Subsidiaries
(Formerly Triarc Companies, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED
(In Thousands)