Exhibit 2
AGREEMENT
This Agreement is made this 18th day of October, 2001, by and between
Xxxxxx Xxxxxxx Xxxxx ("Transferor"), whose address is 000 Xxxx Xxxxx Xxxx,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, WENTIM, LTD., an Ontario corporation, having
its principal office at 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx
("Wentim"), Wendy's International, Inc., an Ohio corporation having its
principal office at 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxx, Xxxx 00000
("Wendy's"), and the Irrevocable Trust for the Benefit of Xxxxxx X. Xxxxx
established under agreement dated as of December 29, 1995 ("Trust").
WHEREAS, The Huntington Trust Company, N.A. was merged with and into The
Huntington National Bank on July 1, 1997, and The Huntington National Bank, as
the successor by merger, is the trustee of the Trust; and
WHEREAS, Transferor currently holds 15,450,000 exchangeable shares of
Wentim, which is the successor by amalgamation to 1149658 Ontario Inc. and
632687 Alberta Ltd.; and
WHEREAS, Wendy's, Transferor, 1149658 Ontario Inc. and 000000 Xxxxxxx
Ltd. entered into a Share Purchase Agreement dated October 31, 1995, at which
time the parties had not contemplated a sale of exchangeable shares for cash;
and
WHEREAS, Wendy's, Transferor and 1149658 Ontario Inc. entered into a
Share Exchange Agreement dated as of December 29, 1995, which has subsequently
been amended (the "Share Exchange Agreement"); and
WHEREAS, Transferor and Trust entered into a Guaranty Agreement dated as
of December 29, 1995, which has subsequently been amended (the "Guaranty"); and
WHEREAS, Trust and Wendy's entered into a Subscription Agreement dated
as of December 29, 1995, which has subsequently been amended (the "Subscription
Agreement"); and
WHEREAS, Transferor and Wendy's entered into a Registration Rights
Agreement dated as of December 29, 1995, which has subsequently been amended
(the "Registration Rights Agreement"); and
WHEREAS, the parties hereto have initiated this transaction to sell
9,708,738 of his exchangeable shares of Wentim for cash; and
WHEREAS, Wendy's desires to purchase, through a direct or indirect,
wholly-owned, Canadian subsidiary designated by Wendy's (such subsidiary is
referred to hereinafter as "Transferee"), such shares from Transferor on the
terms and subject to the conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION ONE. SALE OF STOCK. Transferor hereby sells to Transferee and
Transferee hereby buys 9,708,738 exchangeable shares of Wentim effective on the
date of this Agreement (the "Transaction Date"). On the settlement date, as
hereafter fixed, Transferor shall deliver such exchangeable shares duly indorsed
to Transferee and Transferee shall pay or cause to be paid to Transferor the
purchase price per exchangeable share as set forth herein. The purchase price
per exchangeable share shall be the United States dollar closing price of a
common share of Wendy's on the Transaction Date as traded on the New York Stock
Exchange, reduced by three percent (3%), provided, however, that the purchase
price per exchangeable share shall not exceed the simple average of the closing
prices of a common share of Wendy's as traded on the New York Stock Exchange for
the twenty trading days immediately preceding the Transaction Date. The parties
hereto hereby agree that the purchase price per exchangeable share is the fair
market value per share of the applicable exchangeable shares of Wentim.
SECTION TWO. SETTLEMENT. Settlement of the sale of the exchangeable
shares shall take place three business days after the Transaction Date.
Transferor shall deliver duly indorsed certificates for 9,708,738 exchangeable
shares of Wentim to Transferee at c/o Lang Xxxxxxxx, BCE Place, Suite 2500, 000
Xxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 in sufficient time on the
settlement date to permit Wendy's to deliver such shares to Transferee and to
permit Transferee to cause the purchase price per exchangeable share to be
transferred by wire to an account designated by Transferor in writing. For
purposes of this Agreement, a business day shall be each day on which American
Stock Transfer and Trust Company is open for business.
SECTION THREE. REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRANSFEROR.
Transferor hereby represents, warrants and covenants that he is the sole record
and beneficial owner and holder of the exchangeable shares of Wentim being sold
pursuant to this Agreement, that he is not a non-resident of Canada for purposes
of the Income Tax Act (Canada) and that he has not, and as of the settlement
date will not have, pledged, transferred, sold or otherwise hypothecated any
interest in such exchangeable shares which are being sold pursuant to this
Agreement, except for such pledges as have been specifically disclosed by
Transferor to Transferee and as will be fully and properly released not later
than the settlement date. Transferor further represents, warrants and covenants
that all consents and approvals from third parties necessary in connection with
the transactions contemplated hereby with respect to Transferor have been
obtained (or will be obtained not later than the settlement date as described
above) by Transferor and delivered to Wendy's or waived in writing by Wendy's.
The foregoing representations, warranties and covenants shall survive
settlement.
SECTION FOUR. RESIGNATIONS AS A DIRECTOR AND OFFICER. Effective as of the
date hereof, Transferor hereby resigns as a director of Wendy's and as a
director and/or officer, as the case may be, of all direct or indirect
subsidiaries or affiliates of Wendy's. Nothing herein shall be deemed to request
or require Transferor to resign as a director of the Xxx Hortons Children's
Foundation. Transferor hereby covenants and agrees that in the future he will
neither seek nor accept election as a director of Wendy's.
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SECTION FIVE. TERMINATION OF EMPLOYMENT RIGHTS; SYSTEM AND PUBLIC
RELATIONSHIPS. Effective as of the date hereof, all rights of Transferor as an
employee of The TDL Group Co. (other than payments due to Transferor hereunder
and future obligations of the parties with respect thereto) are terminated
without any further action necessary by any party, including but not limited to
termination of the Employment Agreement between The TDL Group Co., Transferor
and Wendy's dated October 20, 1998. From time to time hereafter as reasonably
requested by Transferee, subject to reasonable advance notice with respect to
scheduling requirements of Transferor, Transferor: (i) shall be available to
consult with the Chief Operating Officer of Xxx Hortons regarding employee and
franchisee relationships and related operations of Xxx Hortons and its
affiliates; (ii) shall participate in meetings and special events of employees
and franchisees of Xxx Hortons and its affiliates; and (iii) hereby grants the
nonexclusive right to use Transferor's name and likeness in a manner consistent
with the current and historical use of such with respect to the Xxx Hortons
system. Transferee shall cause Xxx Hortons to reimburse Transferor for all
reasonable expenses incurred by Transferor in connection with the obligations
set forth in clauses (i) and (ii) above. Nothing herein shall be deemed to
encourage or require Transferor to engage in any activity that would cause
Transferor to be considered an insider under any law of Canada or any of its
provinces or of the United States or any of its states. In consideration of the
termination of such employment rights, including the Employment Agreement, and
in consideration of the foregoing obligations of Transferor with respect to
system and public relationships, Wendy's or Transferee shall cause Xxx Hortons
to, in addition to the payment of the purchase price per exchangeable share as
described in Section One, pay to Transferor on the settlement date the sum of US
$5,737,704.92 (US $3,500,000 grossed up 39% for Alberta and Canadian federal
taxes). Such payment shall be made by wire transfer to the account designated by
Transferor in writing. Upon such payment being made by Wendy's or Transferee,
Transferor hereby acknowledges and agrees that neither Wendy's nor The TDL Group
Co. shall have any further obligation to Transferor under the Employment
Agreement, and that Transferor will have no other employment-related rights or
benefits, inchoate or matured, owed by Wendy's or any of its direct or indirect
subsidiaries. If Wendy's or Transferee shall not have paid to Transferor the
amounts due to Transferor under Section One hereof and this Section Five on the
settlement date, Transferor shall be entitled to interest on such amounts at a
rate, calculated on a daily basis, equal to the Prime Rate as published in the
Wall Street Journal, Midwest Edition, until the time such amounts are paid,
provided that the delay in payment is not the result of Transferor's breach of
any obligation hereunder or failure to provide any document required hereunder
with sufficient time for examination and subsequent wire transfer on the
settlement date.
SECTION SIX. AMENDMENTS TO OTHER AGREEMENTS. Effective as of the date
hereof, the parties hereto hereby agree that the documents and agreements set
forth below are hereby amended as follows: -
The definition of "Redemption Date" in Section 1.1 of the Provisions
Attaching to Exchangeable Shares of Wentim as set forth in the Articles
of Amalgamation of Wentim effective December 29, 1995 shall be January
2, 2003. In connection with this amendment Transferor hereby
acknowledges and agrees that Wentim shall cause
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such amendment to be filed with any required governmental authority and
further agrees to sign any shareholder actions necessary to authorize
such amendment.
The reference in the definition of "Purchase Date" in Section 8.1 to
December 29, 2005, and the two references to December 29, 2005 in
Section 2.2.1, of the Share Exchange Agreement shall be January 2, 2003.
Clause (i) in Section 2.1 of the Registration Rights Agreement shall
read as follows:
(i) to file more than two registration statements pursuant to
this Section 2,.
The references to January 8, 2006 in Sections (2) and (7) of the
Subscription Agreement shall be replaced by January 13, 2003.
The reference to January 8, 2006 in Section (1) and in the fifth recital
of the Guaranty shall be replaced by January 13, 2003.
SECTION SEVEN. JOINT ANNOUNCEMENTS. The parties hereto acknowledge and
agree that a press release announcing the material terms of this Agreement will
be issued by Wendy's promptly after this Agreement has been executed by the
parties hereto. In addition, announcements will be made by Wendy's to the Xxx
Hortons system, the Xxx Xxxxxx Children's Foundation, the financial community
and to other interested groups. The form of the press release and the letter to
the Xxx Hortons system and the Xxx Xxxxxx Children's Foundation acceptable to
the parties hereto are attached hereto as Exhibit A and Exhibit B, respectively.
Wendy's will consult with Transferor prior to the issuance of other press
releases and announcements relating to the subject matter of this Agreement.
Without the written consent of the other party, unless necessary to comply with
applicable law in which case prompt notice shall be given to the other party
hereto but written consent shall not be required, neither Transferor nor Wendy's
shall make public statements or statements to the investment community or media
which are in any way inconsistent with the press release and announcements as
set forth in Exhibit A and Exhibit B hereto.
SECTION EIGHT. SETTLEMENT PROCESS TO OBLIGATIONS OF TRANSFEREE. The
obligations of Transferee hereunder are subject only to the delivery by
Transferor of one or more certificates representing all of the exchangeable
shares of Wentim which are being sold and purchased pursuant to this Agreement,
duly indorsed for transfer, and to the receipt by Transferee of evidence
satisfactory to Transferee that all consents and releases contemplated by
Section 3 hereof have been obtained.
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SECTION NINE. NOTICES. All notices required or permitted to be given
under this Agreement shall be deemed duly given when delivered personally or by
telefax or sent by registered or certified mail, postage prepaid, properly
addressed to the party to receive such notice, at the addresses specified above,
with an additional copy sent as follows:
If to Transferor:
000 Xxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
With copy to:
Jetport
000-0000 Xxxxxxx Xxxx
Xx. Xxxx, Xxxxxxx X0X 0X0 Xxxxxx
Attention: Corporate Counsel
Fax: 000-000-0000
If to Wendy's:
Wendy's International, Inc.
0000 X. Xxxxxx-Xxxxxxxxx Xx.
Xxxxxx, XX 00000
Attention: General Counsel
Fax: 000-000-0000
SECTION TEN. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto regarding the subject matter hereof; there
are no agreements, covenants, warranties, or representations, express or
implied, except those expressly set forth in this Agreement. All agreements,
covenants, representations, and warranties contained in this Agreement shall
apply as of the Transaction Date and shall survive the settlement of this
Agreement.
SECTION ELEVEN. MODIFICATION. This Agreement may not be amended or
modified, except by written agreement of the parties hereto.
SECTION TWELVE. BINDING EFFECT. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors, and assigns. Prior to the settlement date and with
Wendy's prior written consent, Transferor may transfer portions of the
exchangeable shares to be delivered to Transferee hereunder to one or more
affiliates directly or indirectly legally and beneficially wholly-owned by
Transferor, provided that such affiliates agree to be bound by all of the terms
and conditions of this Agreement to the same extent that
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Transferor is bound hereunder, including with respect to the representations and
warranties made by Transferor hereunder, and provided further that the economic
interest of Wendy's resulting from the acquisition of the exchangeable shares by
Wendy's pursuant hereto is not adversely affected by such transfers.
SECTION THIRTEEN. GOVERNING LAW. This Agreement shall be construed under
and governed by the local laws of the State of Ohio. The foregoing choice of law
provision shall not affect the applicability of any tax laws of Canada or any
other jurisdiction that may apply to the transactions contemplated by this
Agreement.
SECTION FOURTEEN. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be a duplicate original, but
all of which, taken together, shall be deemed to constitute a single instrument.
SECTION FIFTEEN. FURTHER ASSURANCES. The parties hereto shall take, or
cause to be taken, such further actions which are necessary to complete the
transfer of the exchangeable shares being sold pursuant to this Agreement on the
records of Wentim and to effect the other transactions contemplated by this
Agreement. If Transferor tenders certificates for more exchangeable shares than
are being sold pursuant to this Agreement, Transferor will receive a new
certificate, as soon as practicable but in no event later than 10 days after the
settlement date, for the balance of the exchangeable shares which will continue
to be owned by Transferor after giving effect to the sale transaction
contemplated by this Agreement.
SECTION SIXTEEN. REORGANIZATION OR RESTRUCTURING INVOLVING WENTIM.
Transferor hereby covenants and agrees (and shall cause any subsequent holder of
Wentim exchangeable shares, if otherwise permitted by Wendy's to be an assignee
of Wentim exchangeable shares, to covenant and agree) to consent to a
reorganization or restructuring of Wentim if in the future requested by Wendy's
with respect to which consent of the holder of Wentim exchangeable shares is
required, provided that Transferor's economic interest in Wentim exchangeable
shares owned by him at the time is not adversely affected.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto or their duly authorized officers on the date first written above.
/s/ Xxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxx Xxxxx
------------------------------ ---------------------------------------------
Witness to the signature of Xxxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx Xxxxx
WENTIM, LTD.
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Title: Director
---------------------------------------
WENDY'S INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------------
Title: Chairman of the Board, Chief
Executive Officer & President
-------------------------------------
The Huntington National Bank, successor by merger to The Huntington Trust
Company, N.A., as trustee of the Irrevocable Trust for the Benefit of Xxxxxx X.
Xxxxx, hereby executes this Agreement for the purpose of agreeing in writing to
the amendments to the Guaranty Agreement and Subscription Agreement as herein
set forth.
THE IRREVOCABLE TRUST FOR THE BENEFIT OF
XXXXXX X. XXXXX
The Huntington National Bank, successor by
merger to The Huntington Trust Company, N.A.,
Trustee
By: /s/ Candada X. Xxxxx
------------------------------------------
Title: Vice President
---------------------------------------
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Each of the undersigned executes this Agreement as an assignee of Wentim
exchangeable shares pursuant to Section 12 hereof and agrees to be bound by all
of the terms and conditions of this Agreement to the same extent that Transferor
is bound hereunder and to the extent provided in the Approval of Transfer of
Exchangeable Shares by and among the parties hereto of even date herewith.
Jetport Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: President
----------------------------------
Fox Harb'r Development Limited
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Chairman
----------------------------------
Hamilton Jetport Limited
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: President
----------------------------------
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CONSENT
Canadian Imperial Bank of Commerce, as pledgee of 5,000,000 exchangeable shares
of WENTIM, LTD. ("Wentim") owned by Xxxxxx X. Xxxxx, hereby executes this
Consent for the purpose of consenting in writing to the amendments to the
Provisions Attaching to Exchangeable Shares of Wentim, the Share Exchange
Agreement, the Registration Rights Agreement, the Subscription Agreement and the
Guaranty Agreement as herein set forth.
Canadian Imperial Bank of Commerce
By: /s/ X. X. Xxxxxxxx
--------------------------------------------------
Title: Private Banker
-----------------------------------------------
Date: October 18, 2001
-------------------------------
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EXHIBIT A
WENDY'S ANNOUNCES $250 MILLION REPURCHASE OF STOCK
TRANSACTION EXPECTED TO BENEFIT 2002 EARNINGS PERFORMANCE
DUBLIN, Ohio (October 18, 2001) - Wendy's International, Inc. (NYSE: WEN)
announced today that it has repurchased 9.7 million shares for $250 million. The
purchase price was $25.75 per share, a 3% discount to Thursday's closing price.
The transaction reduced the Company's average common shares to
approximately 113 million.
The Company purchased the shares from Xxxxxx X. Xxxxx, co-founder of Xxx
Hortons(R), and entities wholly owned by him. Xxxxx, 70, is retired from
management of the Xxx Hortons chain, which merged with Wendy's in 1995. Xxxxx
acquired 16.45 million shares in the 1995 transaction.
"This was an opportunity to diversify my portfolio," said Xxxxx. "I have
several other businesses and interests that I will continue to pursue. The Xxx
Hortons system has quality franchisees that are second to none and the business
is in great hands under the leadership of the senior management team."
Xxxxx, who continues to own 5.7 million Wendy's(R) shares, also retired
from service as a director of the Company. He will continue to serve as chairman
of the Xxx Xxxxxx Children's Foundation.
Xxx Hortons' President and Chief Operating Officer Xxxx Xxxxx said: "Ron's
vision and energy have been invaluable to our franchise community and to our
employees. Xxx Hortons experienced tremendous growth under Ron's leadership and
we will continue to count on his counsel and friendship."
Wendy's Founder Xxxx Xxxxxx said: "I thank Xxx for many years of
outstanding leadership of the Xxx Hortons restaurant system. We became friends
many years ago when we agreed to combine our two companies and quality brands. I
wish Xxx well in all of his future pursuits."
Chairman and Chief Executive Officer Xxxx Xxxxxxxxxx said: "The chain and
its franchisees have experienced outstanding growth since it was founded in
1964. Xxx was the original architect of the success at Xxx Hortons and he built
a very strong team that has continued to profitably expand the business. Xxxx
Xxxxx, who joined the chain in 1985, has done a great job leading the Xxx
Hortons business as president and chief operating officer. Xxx Hortons is the
premier brand in the coffee and baked goods segment of the restaurant business
in North America. I am very optimistic about the future for Xxx Hortons."
COMPANY UTILIZES ABOUT $50 MILLION IN CASH FOR TRANSACTION
The Company used about $50 million in available cash to complete the share
repurchase transaction and borrowed the remainder.
"This was a strategic opportunity to utilize and manage our strong balance
sheet to purchase our shares," said Wendy's Executive Vice President and Chief
Financial Officer Xxxxxx Xxxxxxxx. "This transaction is expected to benefit
earnings by six to eight cents per share in 2002, depending on financial market
conditions. Additionally, this is an important step in our strategy to improve
several important financial metrics such as return on shareholder equity and
return on invested capital."
The Company's long-term goal for annual EPS growth continues to be 12% to
15%.
"With our strong cash flow and balance sheet, we can continue to grow our
core Wendy's and Xxx Hortons businesses," said Xxxxxxxx. "In addition, we have
the balance sheet capacity and willingness to make strategic investments while
maintaining our investment grade ratings."
Prior to the transaction, the Company had repurchased 23.4 million common
shares for $527.8 million since 1998. The Company has now repurchased a total of
31.1 million shares for $778 million.
"We do not anticipate any additional share repurchases in the near term,"
said Xxxxxxxx.
Separate from the payment of the purchase price for the shares, the Company
will pay $3.5 million, plus applicable taxes, to Xxxxx for ongoing consulting
services and personality rights.
Wendy's International, Inc. is one of the world's largest restaurant
operating and franchising companies, with $7.7 billion in 2000 systemwide sales
and two quality brands - Wendy's and Xxx Hortons. Wendy's Old Fashioned
Hamburgers(R) was founded in 1969 by Xxxx Xxxxxx and is the third largest
quick-service hamburger chain in the world with nearly 6,000 restaurants in the
United States, Canada and international markets. Xxx Hortons was founded in 1964
by Xxx Xxxxxx and Xxx Xxxxx and is the largest coffee and fresh baked goods
chain in Canada. There are more than 2,000 Xxx Hortons restaurants of which more
than 1,900 are in Canada.
Certain information in this news release, particularly information
regarding future economic performance and finances, and plans, expectations and
objectives of management, is forward looking. Factors set forth in our Safe
Harbor Under the Private Securities Litigation Reform Act of 1995, in addition
to other possible factors not listed, could affect the Company's actual results
and cause such results to differ materially from those expressed in
forward-looking statements. Please review the Company's Safe Harbor statement at
xxxx://xxx.xxxxxx-xxxxxx.xxx/xxxxxxxxxx.
CONTACT:
Xxxx X. Xxxxxx (000-000-0000, 614-766-5292 or xxxx_xxxxxx@xxxxxx.xxx)
Xxxxxx Xxxxxx
(000-000-0000 or xxxxxx_xxxxxx@xxxxxx.xxx)
Exhibit B
October 19, 2001.
TO: ALL TDL STORE OWNERS/OPERATORS
ALL TDL EMPLOYEES
FROM: XXXX XXXXX, PRESIDENT & C.O.O.
SUBJECT: XXX XXXXX -- ANNOUNCEMENT
--------------------------------------------------------------------------------
Since our chain's inception in 1964, the name Xxx Xxxxx has been synonymous with
Xxx Hortons. Ron's vision, leadership and guidance have been the leading factors
in our chain's success and growth. His love for our chain and our business has
been a driving force in his life, and ultimately, in our lives.
While Xxx has not been active in the day-to-day operations of the chain since
1996, he has focussed his energies on pursuing additional dreams and goals while
still sharing in the continued success of Xxx Hortons. He will now, however, be
stepping down from his positions as Senior Chairman of Xxx Hortons, and member
of the Board of Directors of Wendy's International, Inc.
As you will see from the attached Wendy's International press release, Xxx has
sold a portion of his shares back to Wendy's in order to allow him to continue
with his many projects and business interests. He will still remain a
substantial shareholder in the Wendy's corporation.
Ron's enthusiasm and dedication to our business is still very evident today. We
have all benefited from his knowledge and his insight. We have all marveled at
his stamina and his drive. We have all been humbled by his generosity. His
presence has always helped to create a sense of urgency and excitement. Xxx was
capable of transforming the mundane into the realm of the extraordinary. He
demanded quality, and expected everything to be done first class. All of these
lessons have left an indelible xxxx on our minds and spirits.
Xxx will still maintain a profile within our chain, attending our meetings and
events. I have no doubt that we will always be able to rely on him to be the
best ambassador our chain could ever hope to have. He will remain our friend and
counsel here at Xxx Hortons.
Page Two. . . .October 19, 2001.
Xxx Xxxxx Announcement
Xxx will continue to serve as Chairman of the Xxx Xxxxxx Children's Foundation.
The Xxx Xxxxx Conservatory, which was unveiled in a tribute to Xxx at our
Convention 2000, will be dedicated at the opening of Onondaga Camp on June 8th,
with Xxx, of course, in attendance.
We have been fortunate that our colleagues at Wendy's International, Inc. have
taken great pride in the Xxx Hortons name. We have operated as a separate and
distinct division within the Wendy's family, and Ron's stepping down will not
alter this relationship. The management and staff at Wendy's International share
our hope that Xxx will continue to enjoy health and happiness in his new
endeavours.
And I know you will all join me in thanking Xxx for the legacy he has left us --
a strong work ethic, a clear vision and a glowing pride in the Xxx Hortons name.
All the best to you, Xxx! Your dream will never die.
Kindest regards,
Xxxx Xxxxx,
President & C.O.O.
Attachment
