Important 2009 tax information for Wendy’s/Arby’s Group stockholders who currently hold shares of Tim Hortons (THI) received in the 2006 spin-off from Wendy’s International, Inc.
The reorganization of Tim Hortons (THI) from a U.S. public company to a Canadian public company in September 2009 created a taxable event for non tax exempt Canadian and US resident individual shareholders. As a result of the reorganization, there was a deemed disposition at fair market value for both Canadian and US tax purposes.
Please, see Tim Hortons' frequently asked questions from their website for additional details:http://www.timhortons.com/us/en/about/faqs.html
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| 1. | What is Wendy's/Arby's Group, Inc.?
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| 2. | Where are Wendy's/Arby's Group, Inc.'s shares of common stock traded and what is the stock symbol?
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| 3. | Can you explain the merger between Triarc and Wendy’s? |
| 4. | What is the location of Wendy's/Arby's Group, Inc.'s headquarters? |
| 5. | When is the 2010 Annual Meeting of Stockholders? |
| 6. | Who can attend the 2010 Annual Meeting of Stockholders? |
| 7. | Are shareholders who have not yet exchanged their Wendy’s shares for the Wendy’s/Arby’s Group, Inc. shares eligible to vote at the 2010 Annual Meeting of Stockholders? |
| 8. | Why did I receive a notice of voting rather than the printed proxy and annual report? |
| 9. | Who is Wendy's/Arby's Group, Inc.'s independent auditor? |
| 10. | What is Wendy's/Arby's Group, Inc.'s fiscal year-end? |
| 11. | How many employees do Wendy's/Arby's Group, Inc. and its subsidiaries have? |
| 12. | How do I contact Wendy's/Arby's Group, Inc.'s Investor Relations department if I have questions or need more information?
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| 13. | What are Wendy's/Arby's Group, Inc.'s SIC (Standard Industrial Classification) and CUSIP (Committee on Uniform Security Identification Procedures) numbers? |
| 14. | What is Wendy's/Arby's Group, Inc.'s Federal Tax ID number?
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| 15. | Has Wendy's/Arby's Group, Inc. issued a stock dividend or split its stock? |
| 16. | What is a transfer agent? |
| 17. | Who is the transfer agent for Wendy's/Arby's Group, Inc. and what services do they provide? |
| 18. | How can I contact AST? |
| 19. | How can I compute the cost basis for my stock acquired from the merger/acquisition? |
| 20. | What, if any, are the tax consequences of the merger? |
| 21. | How can I find a quote for Wendy's/Arby's Group, Inc.'s common stock?
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| 22. | What should I do with my Triarc Companies, Inc. or Wendy's International, Inc. stock certificate? |
| 23. | When will Form 1099 for 2009 dividends be mailed? |
| 24. | Does Wendy's/Arby's Group, Inc. offer a direct stock purchase plan and/or dividend reinvestment plan? |
| 25. | How can I get franchise information? |
| 26. | Where can employees of Wendy’s and Arby’s receive W-2 information? |
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| 1. | What is Wendy's/Arby's Group, Inc.?
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| | Wendy’s/Arby’s Group, Inc. is a holding company and, through its subsidiaries Wendy’s International, Inc. and Arby's Restaurant Group, Inc., is the franchisor of the Wendy’s® and Arby's® restaurant systems.
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| 2. | Where are Wendy's/Arby's Group, Inc.'s shares of common stock traded and what is the stock symbol?
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| | Our stock trades on the New York Stock Exchange. Our ticker symbol is WEN.
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| 3. | Can you explain the merger between Triarc and Wendy’s? |
| | The merger was an all-stock transaction in which Wendy's shareholders received 4.25 shares of Triarc Class A common stock for each share of Wendy's common stock they owned, Triarc changed its name to Wendy’s/Arby’s Group, Inc., and existing shares of Triarc Class B common stock were converted into Wendy's/Arby's Group, Inc.’s common stock on a one-for-one basis. As a result, Wendy’s is now a wholly-owned operating subsidiary of Wendy’s/Arby’s Group, Inc., and Wendy’s/Arby’s Group, Inc. has a single class of common stock that trades on the NYSE under the symbol “WEN.”
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| 4. | What is the location of Wendy's/Arby's Group, Inc.'s headquarters? |
| | Wendy's/Arby's Group, Inc.
1155 Perimeter Center West
Atlanta, GA 30338
(888) 514-0WAG (0924)
(678) 514-4500 |
| 5. | When is the 2010 Annual Meeting of Stockholders? |
| | The 2010 Annual Meeting of Stockholders will be held on May 27, 2010 at 11 am (EDT) at the W New York, 541 Lexington Ave., New York, NY 10022 |
| 6. | Who can attend the 2010 Annual Meeting of Stockholders? |
| | All stockholders as of the record date of April 1, 2010 are invited to attend the Annual Meeting. Admission to the Annual Meeting will be by ticket only and packages and bags may be inspected and required to be checked in at the registration desk. You also will be required to present identification containing a photograph. If you are a registered stockholder (your shares are held in your name) and plan to attend the Annual Meeting, please check the appropriate box on the proxy card and retain the top portion of your proxy card, which serves as your admission ticket. If you are a beneficial owner (your shares are held by a bank, broker or other holder of record) and you plan to attend the Annual Meeting, your admission ticket is either your notice regarding the availability of proxy materials or the top portion of your voting instruction form, whichever you have received. The Proxy Statement also includes information on how to obtain a ticket from the Company. Stockholders who do not obtain tickets in advance may obtain them upon verification of ownership at the registration desk on the day of the Annual Meeting. |
| 7. | Are shareholders who have not yet exchanged their Wendy’s shares for the Wendy’s/Arby’s Group, Inc. shares eligible to vote at the 2010 Annual Meeting of Stockholders? |
| | No. Unexchanged shares do not have voting rights. To exchange your shares, please contact the exchange agent, American Stock Transfer & Trust Company at 1-877-248-6417. |
| 8. | Why did I receive a notice of voting rather than the printed proxy and annual report? |
| | As permitted by Securities and Exchange Commission rules, we are making the proxy statement and our annual report available to stockholders electronically via the Internet on the Company’s website at www.wendysarbys.com. On April 14, 2010, we began mailing to our stockholders a notice containing instructions on how to access this proxy statement and our annual report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice. Adopting this process allows Wendy’s/Arby’s Group to reduce our overall costs and the environmental impact of printing and mailing these materials. |
| 9. | Who is Wendy's/Arby's Group, Inc.'s independent auditor? |
| | Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281-1414
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| 10. | What is Wendy's/Arby's Group, Inc.'s fiscal year-end? |
| | We use a 52/53-week fiscal year convention. Our fiscal year ends on the Sunday that is closest to December 31 of each year. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in some years, one quarter represents a 14-week period.
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| 11. | How many employees do Wendy's/Arby's Group, Inc. and its subsidiaries have? |
| | As of January 3, 2010, Wendy’s/Arby’s and its subsidiaries had approximately 67,500 employees, including 9,200 salaried employees and 58,300 hourly employees |
| 12. | How do I contact Wendy's/Arby's Group, Inc.'s Investor Relations department if I have questions or need more information?
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| | For additional information or answers to other questions you may have, please contact:
Wendy’s/Arby’s Group, Inc.
Attention: Investor Relations
1155 Perimeter Center West
Atlanta, GA 30338
Telephone: (888) 514-0WAG (0924) or (678) 514-4500
Facsimile: (678) 514-5344
E-Mail: Email Investor Relations
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| 13. | What are Wendy's/Arby's Group, Inc.'s SIC (Standard Industrial Classification) and CUSIP (Committee on Uniform Security Identification Procedures) numbers? |
| | SIC: 5810 / CUSIP Number: 950587105
5% Convertible Notes due 2023 (unregistered) 895927 AC5
5% Convertible Notes due 2023 (registered) 895927 AD3
Please note that CUSIP Numbers reflect the alphabetical listing of companies; therefore, the CUSIP for Wendy's/Arby's Group, Inc. is different from that of the company's former name, Triarc Companies, Inc.
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| 14. | What is Wendy's/Arby's Group, Inc.'s Federal Tax ID number?
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| | Wendy's/Arby's Group, Inc.'s Federal Tax ID number is 38-0471180.
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| 15. | Has Wendy's/Arby's Group, Inc. issued a stock dividend or split its stock? |
| | Prior to the merger on September 29, 2008, Wendy's/Arby's Group, Inc. was named Triarc Companies, Inc. On September 4, 2003, Triarc distributed a special stock dividend of two shares of newly designated Class B Common Stock, Series 1 (NYSE: TRY.B), for each share of Class A Common Stock (NYSE: TRY) outstanding as of August 21, 2003.
On April 4, 2008, Triarc distributed a special stock dividend of 0.106028 shares of common stock of Deerfield Capital Corp. (NYSE: DFR) for each share of Class A Common Stock and each share of Class B Common Stock outstanding as of March 29, 2008.
Wendy’s International, Inc.’s stock split history is outlined below:
| Date |
Split |
| September 1977 |
4-for-3 |
| June 1978 |
2-for-1 |
| March 1981 |
3-for-2 |
| November 1982 |
3-for-2 |
| March 1984 |
4-for-3 |
| March 1985 |
4-for-3 |
| May 1986 |
5-for-4 |
Wendy's/Arby's Group, Inc. has not split its stock.
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| 16. | What is a transfer agent? |
| |
A transfer agent is an agency employed by a publicly traded company that maintains records of shareholders (except those whose shares are held by a broker), resolves questions concerning certificates, and effects trades on behalf of shareholders.
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| 17. | Who is the transfer agent for Wendy's/Arby's Group, Inc. and what services do they provide? |
| | American Stock Transfer & Trust Company (AST) is Wendy’s/Arby’s Group, Inc.'s transfer agent and registrar. AST is responsible for maintaining all records of registered stockholders (including name, address and telephone number), issuing or canceling stock certificates, and resolving questions pertaining to lost, destroyed, stolen or inherited stock certificates. Should your shares be held in a Street name, you will need to contact your broker for these services.
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| 18. | How can I contact AST? |
| | American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Stockholder inquiries:
Domestic: 877-681-8121 or 718-921-8200
Facsimile: (718) 921-8124
E-Mail: info@amstock.com
Website: www.amstock.com
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| 19. | How can I compute the cost basis for my stock acquired from the merger/acquisition? |
| | The aggregate tax basis of the shares of Wendy’s/Arby’s common stock received in the merger, including fractional shares for which cash is ultimately received, will be the same as the aggregate tax basis of the Wendy’s common shares exchanged therefore. |
| 20. | What, if any, are the tax consequences of the merger? |
| | Material Tax Consequences/Cost Basis of the Merger
- The merger will constitute a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, and Wendy’s, Triarc and Green Merger Sub, Inc. will each be a party to such reorganization within the meaning of Section 368(b) of the Code;
- A Wendy’s shareholder will not recognize income, gain or loss upon such shareholder’s receipt of Wendy’s/Arby’s common stock in exchange for such shareholder’s Wendy’s common shares, except with respect to cash that is received instead of fractional shares of Wendy’s/Arby’s common stock;
- The aggregate tax basis of the shares of Wendy’s/Arby’s common stock received in the merger, including fractional shares for which cash is ultimately received, will be the same as the aggregate tax basis of the Wendy’s common shares exchanged therefor;
- The holding period for shares of Wendy’s/Arby’s common stock that a Wendy’s shareholder receives in the merger will include the holding period of the Wendy’s common shares exchanged therefor;
- If a Wendy’s shareholder receives cash instead of a fractional share of Wendy’s/Arby’s common stock, such shareholder will generally recognize capital gain or loss equal to the difference, if any, between such shareholder’s tax basis in the fractional share (as described above) and the amount of cash received unless such shareholder actually or constructively owns Triarc stock before the merger and the distribution of cash to such shareholder has the effect of the distribution of a dividend. In that case, some or all of the cash received could be taxed as dividend income.
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| 21. | How can I find a quote for Wendy's/Arby's Group, Inc.'s common stock?
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| | The ticker symbol for Wendy's/Arby's Group, Inc. is WEN. You can see a scrolling indicator of current WEN share prices (delayed 20 minutes) at http://ir.wendysarbys.com. Prior to the merger on September 29, 2008, Wendy's/Arby's Group, Inc. was named Triarc Companies, Inc. (NYSE: TRY, TRY.B). To get a historical price for Wendy’s International, Inc. prior to September 29, 2008, click here. To get a historical price for Triarc Companies, Inc. prior to September 29, 2008, click here.
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| 22. | What should I do with my Triarc Companies, Inc. or Wendy's International, Inc. stock certificate? |
| | If you are a holder of Wendy’s common shares, you should have received written instructions from the transfer agent, American Stock Transfer on how to exchange your stock certificates for the merger consideration. American Stock Transfer can be reached by calling 1-877-248-6417.
If you are a Triarc stockholder, you will keep your existing stock certificates, which will continue to represent the number of shares of Wendy's/Arby's Group, Inc.'s common stock equal to the number of shares of Triarc Class A common stock or Triarc Class B common stock as the case may be, you now hold. If you wish, you may exchange your existing Triarc stock certificates for certificates with the new Wendy's/Arby's Group, Inc.'s name by contacting the transfer agent.
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| 23. | When will Form 1099 for 2009 dividends be mailed? |
| | If you hold your shares through a broker, please contact the broker directly with questions regarding your Form 1099.
If you hold your shares directly, you should receive a Form 1099 from Wendy’s/Arby’s transfer agent, American Stock Transfer & Trust Company (AST) with your December 15, 2009 dividend (for dividends totaling $10 or more). Please contact AST if you did not receive your 1099.
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Domestic: (800) 937-5449 or (718) 921-8124
Facsimile: (718) 921-8124
E-Mail: info@amstock.com
Website: www.amstock.com
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| 24. | Does Wendy's/Arby's Group, Inc. offer a direct stock purchase plan and/or dividend reinvestment plan? |
| | Wendy's/Arby's Group, Inc does not offer a direct stock purchase plan and/or dividend reinvestment plan. |
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