020522 Wendy's Reports Strong April Sales GrowthMay 12, 2002Dublin, OH - Wendy's International, Inc. reported its actual April same-store sales results, which were in-line with or higher than preliminary results announced on May 1. For the April period: * Same-store sales increased 5.7% at Wendy's U.S. company restaurants. * Same-store sales increased 9.0% at Tim Hortons restaurants in Canada, and 16.1% at Tim Hortons restaurants in the U.S. Term Convertible Securities (TECONS) are being called for redemption The Company also announced that all of the outstanding $2.50 Term Convertible Securities, Series A, (TECONS issued by Wendy's Financing I (a business trust owned by the Company) are being called for redemption. The redemption date has been set for June 10, 2002. Management expects several positive effects if all of the securities are converted to equity: * The Company's balance sheet would become stronger as its debt to total capital ratio would improve from 39% (including the TECONS), as of December 30, 2001, to about 27%. * There would be no negative impact on diluted earnings per share as the shares are already included in the Company's diluted EPS calculation. * There would be an increase of the float in common equity by 7.6 million shares. * There would be an increase in the Company's market capitalization by about $280 million to $290 million, based on recent market prices. As of March 31, 2002, there was $200 million in TECONS outstanding. The redemption price is 102.5% of the principal amount (or $51.25 per $50 TECONS), plus accrued and unpaid distributions to the day before the redemption date. The TECONS are convertible into Wendy's common shares at any time prior to the close of business on June 7 at the conversion rate of 1.8932 common shares for each TECONS (equal to a conversion price of $26.41 per common share). Wendy's has declared a dividend of $0.06 per common share, payable on May 24, 2002, to shareholders of record at the close of business on May 13. Common shares issuable for TECONS properly surrendered for conversion to the conversion agent by the close of business on May 13 will be deemed outstanding for purposes of the dividend. All of the TECONS are held in book-entry form through brokerage firms and banks. Therefore, holders may convert their TECONS by instructing the bank or broker through which the TECONS are held to deliver an irrevocable conversion notice, through the Depository Trust Company, to the conversion agent, Bank One, N.A. Bank One will also be the redemption agent. The Company expects to fund from its cash position the redemption of any TECONS not converted to equity.
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