8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 31, 2006

TIM HORTONS INC.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-32843	51-0370507
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
874 Sinclair Road, Oakville, Ontario		L6K 2Y1
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 905-845-6511

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.01 Changes in Control of Registrant.

On August 31, 2006, Wendy’s International, Inc. announced that its board of directors had authorized the distribution of the approximately 160 million shares of Tim Hortons common stock that it currently owns, representing an 82.75% ownership of our common stock, to holders of Wendy’s common stock on the established record date of September 15, 2006. Wendy’s further announced that the distribution of our stock to its shareholders, resulting in an effective change in control of Tim Hortons, is expected to occur on September 29, 2006.

A copy of the Wendy’s press release announcing Wendy’s planned distribution of our common stock that it currently owns is attached hereto as Exhibit 99(b) and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On August 31, 2006, our Board of Directors approved the following amendments to our amended and restated bylaws, effective as of August 31, 2006:

(i) an amendment to Article II, Section 2.7(a)(i) of the bylaws providing that, with respect to the timeliness requirements of business proposal notices from our stockholders, such notices must be received (1) not later than the close of business on the 120th day nor earlier than the opening of business on the 150th day before the anniversary of the date that our proxy statement was released to stockholders in connection with the immediately preceding annual meeting of stockholders, and (2) for the 2007 annual meeting, not earlier than the opening of business on October 13, 2006 and not later than the close of business on November 12, 2006; and

(ii) an amendment to Article III, Section 3.2(b) of the bylaws providing that, with respect to the timeliness requirements of director nomination notices from our stockholders, such notices must be received (1) not later than the close of business on the 120th day nor earlier than the opening of business on the 150th day before the anniversary of the date that our proxy statement was released to stockholders in connection with the immediately preceding annual meeting of stockholders, and (2) for the 2007 annual meeting, not earlier than the opening of business on October 13, 2006 and not later than the close of business on November 12, 2006.

A copy of Amendment No. 1 to the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 31, 2006, the board of directors of the Company approved a share repurchase program for the Company of Cdn. $200 million, or up to 5% of the shares of the Company currently outstanding. The Company issued a press release on August 31, 2006 announcing the program. A copy of the press release is attached hereto as Exhibit 99(a) and is incorporated herein by reference.

Item 8.01 Other Events.

We expect that the Company’s 2007 annual meeting of stockholders, our first annual meeting of stockholders as a public company, will be held on or before May 4, 2007, and the deadline for the receipt of business proposal notices and director nomination notices from our stockholders for such meeting is set forth in Amendment No. 1 to the Bylaws, described in Item 5.03 above and attached hereto as Exhibit 3.1. Written requests for inclusion of business proposal notices and director nomination notices from our stockholders should be addressed to: Corporate Secretary, Tim Hortons Inc., 4150 Tuller Rd., Unit 236, Dublin, Ohio 43017. It is suggested that you mail your proposal or director nominee notice by certified mail, return receipt requested. With respect to any stockholder business proposal not submitted pursuant to SEC Rule 14a-8 in connection with the annual meeting of stockholders in 2007, the proxy for such meeting will confer discretionary authority to vote on such proposal unless (i) the Comp any is notified of such proposal not later than January 26, 2007, and (ii) the shareholder proponent complies with the other requirements set forth in SEC Rule 14a-4. The Company will solicit proxies for the annual meeting of stockholders, and more information regarding the meeting will be delivered to stockholders in advance of the annual meeting.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

3.1 Amendment No. 1, effective as of August 31, 2006, to the Amended and Restated By-Laws of Tim Hortons Inc., dated as of February 1, 2006.

99(a) Press Release announcing Share Repurchase Program

99(b) Press Release announcing Change in Control

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIM HORTONS INC.
September 1, 2006	By:	Leon M. McCorkle, Jr.
		Name: Leon M. McCorkle, Jr.
		Title: Vice President and Secretary

Exhibit Index

Exhibit No.	Description
3.1	Amendment No. 1, effective as of August 31, 2006, to the Amended and Restated By-Laws of Tim Hortons Inc., dated as of February 1, 2006.
99.a	Press Release announcing Share Repurchase Program
99.b	Press Release announcing Change in Control

EX-3.1

Exhibit 3.1

AMENDMENT NO. 1
TO THE AMENDED AND RESTATED BYLAWS OF
TIM HORTONS INC.

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of Tim Hortons Inc., a Delaware corporation (the “Company”), is dated as of August 31, 2006, and hereby amends the Bylaws as follows:

1. Section 2.7(a)(i) of the Bylaws is hereby amended and restated in its entirety as follows:

“In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), to be timely, a stockholder’s notice to the Secretary with respect to such business must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 120th day nor earlier than the opening of business on the 150th day before the anniversary of the date that the Corporation’s proxy statement was released to stockholders in connection with the immediately preceding annual meeting of stockholders; provided, however, that for any annual meeting that is called for a date that is not within 45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 150th day before the meeting and not later than the later of (x) the close of business on the 120th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation; and provided, further, that for the 2007 annual meeting, notice by the stockholder to be timely must be so received not earlier than the opening of business on October 13, 2006 and not later than the close of business on November 12, 2006. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 2.7(a).”

2. Section 3.2(b) of the Bylaws is hereby amended and restated in its entirety as follows:

“In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 120th day nor earlier than the opening of business on the 150th day before the anniversary of the date that the Corporation’s proxy statement was released to stockholders in connection with the immediately preceding annual meeting of stockholders; provided, however, that for any annual meeting that is called for a date that is not within 45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 150th day before the meeting and not later than the later of (x) the close of business on the 120th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and provided, further, that for the 2007 annual meeting, notice by the stockholder to be timely must be so received not earlier than the opening of business on October 13, 2006 and not later than the close of business on November 12, 2006; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting or special meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 3.2.”

The undersigned certifies that this Amendment has been adopted by the Board on the date set forth in the preamble above.

Signature:	Leon M. McCorkle, Jr.
Name:	Leon M. McCorkle, Jr.
Title:	Secretary

Exhibit 99(a)

[Tim Hortons Inc. Logo]

Tim Hortons announces $200 million repurchase program, not to exceed 5% of outstanding shares

Oakville, Ontario (August 31, 2006) – Tim Hortons, Inc. (NYSE: THI)(TSX: THI)(NYSE: WEN) today announced that its Board of Directors has approved a share repurchase program authorizing the repurchase of up to C$ 200 million, not to exceed 5% of its current outstanding shares of common stock, subject to regulatory approval.

The program is expected to commence following the distribution by Wendy’s International, Inc. of the shares of Tim Hortons common stock currently owned by Wendy’s, with such repurchases being made at management’s discretion from time to time depending upon market conditions and compliance with applicable regulatory requirements. Tim Hortons may make such repurchases on either of the New York Stock Exchange (NYSE) or the Toronto Stock Exchange (TSX).

The decision to approve the repurchase program was made based on Tim Hortons strong balance sheet and steady cash flow projections.

“We believe our stock represents a good value, and this share repurchase program — coupled with our dividend announced in July — underscores Tim Hortons financial strength and commitment to enhancing total returns for our shareholders,” said Paul House, Chief Executive Officer and President.

The program is expected to be in place for 12 months following the distribution of the Tim Hortons shares by Wendy’s, unless either the C$200 million maximum or the 5% of outstanding shares limit is reached prior to the expiration of such 12-month period.

Tim Hortons Inc. overview

Tim Hortons Inc. is Canada’s largest quick service restaurant chain. Founded in 1964 as a coffee and donut shop, Tim Hortons has evolved to meet consumer tastes, with a menu that now includes premium coffee, flavoured cappuccinos, specialty teas, home-style soups, fresh sandwiches and fresh baked goods. As of July 2, 2006, Tim Hortons system-wide restaurants numbered 2,625 in Canada and 297 in the United States. More information about the Company is available at www.timhortons.com.

INVESTORS AND FINANCIAL MEDIA:
Paul Carpino: (905) 339-6186 or carpino_paul@timhortons.com

GENERAL MEDIA INQUIRIES:
Nick Javor: (905) 339-6176 or javor_nick@timhortons.com

TIM HORTONS INC.
Safe Harbor Under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Tim Hortons Inc. (the “Company”) desires to take advantage of the “safe harbor” provisions of the Act.

Certain information in this news release, particularly information regarding future economic performance and finances, and plans, expectations, and objectives of management, is forward-looking. The following factors, in addition to other factors set forth in the Company’s final Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 24, 2006 and in other press releases, communications, or filings made with the SEC or the Ontario Securities Commission, and other possible factors not previously identified, could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements:

Competition. The quick-service restaurant industry is intensely competitive with respect to price, service, location, personnel, qualified franchisees, and type and quality of food. The Company and its franchisees compete with international, regional and local organizations, primarily through the quality, variety, and value perception of food products offered. The number and location of units, quality and speed of service, attractiveness of facilities, effectiveness of advertising/marketing and operational programs, and new product development by the Company and its competitors are also important factors. Certain of the Company’s competitors have substantially larger marketing budgets.

Economic, Market and Other Conditions. The quick-service restaurant industry is affected by changes in international, national, regional, and local economic and political conditions, consumer preferences and perceptions (including food safety, health, or dietary preferences and perceptions), spending patterns, consumer confidence, demographic trends, seasonality, weather events and other calamities, traffic patterns, the type, number and location of competing restaurants, enhanced governmental regulation (including nutritional and franchise regulations), changes in capital market conditions that affect valuations of restaurant companies in general or the Company’s goodwill in particular, litigation relating to food quality, handling, or nutritional content, and the effects of war or terrorist activities and any governmental responses thereto. Factors such as inflation, food costs, the cost and/or availability of a qualified workforce and other labor issues, benefit costs, legal claims, disruptions to supply chain or changes in the price, availability, and shipping costs of supplies, and utility and other operating costs also affect restaurant operations and expenses. The ability of the Company and its franchisees to finance new restaurant development, improvements, and additions to existing restaurants, and the acquisition of restaurants from, and sale of restaurants to franchisees, are affected by economic conditions, including interest rates and other government policies impacting land and construction costs and the cost and availability of borrowed funds.

Factors Affecting Growth. There can be no assurance that the Company or its franchisees will be able to achieve new restaurant growth objectives in Canada or the U.S. The opening and ongoing financial success of the Company’s and its franchisees’ restaurants depends on various factors, including many of the factors set forth in this cautionary statement, as well as sales levels at existing restaurants, factors affecting construction costs generally, and the generation of sufficient cash flow by the Company to pay ongoing construction costs. In addition, the U.S. markets in which the Company seeks to expand may have competitive conditions (including higher construction, occupancy, or operating costs), consumer tastes, or discretionary spending patterns that differ from the Company’s existing markets, and there may be a lack of brand awareness in such markets. There can be no assurance that the Company will be able to successfully adapt its brand, development efforts, and restaurants to these differing market conditions.

Manufacturing and Distribution Operations. The occurrence of any of the following factors is likely to result in increased operating costs and depressed profitability of the Company’s distribution operations and may also damage the Company’s relationship with franchisees: higher transportation costs, shortages or changes in the cost or availability of qualified workforce and other labor issues, equipment failures, disruptions in supply chain, price fluctuations, climate conditions, industry demand, changes in international commodity markets (especially for coffee, which is highly volatile in terms of price and supply), and the adoption of additional environmental or health and safety laws and regulations. The Company’s manufacturing and distribution operations in the U.S. are also subject to competition from other qualified distributors, which could reduce the price the Company receives for supplies sold to U.S. franchisees.

Joint Venture to Manufacture and Distribute Par-Baked Products for Tim Hortons Restaurants. The profitability of the Maidstone Bakeries joint venture, which manufactures and distributes par-baked products for the Company’s and its franchisees’ restaurants, could be affected by a number of factors, including many of the factors set forth in this cautionary statement. Additionally, there can be no assurance that both the Company and its joint venture partner will continue with the joint venture. If the joint venture terminates, it may be necessary, under certain circumstances, for the Company to build its own par-baking facility or find alternate products or production methods.

Importance of Locations. The success of Company and franchised restaurants is dependent in substantial part on location. There can be no assurance that current locations will continue to be attractive, as demographic patterns change. It is possible the neighborhood or economic conditions where restaurants are located could decline in the future, thus resulting in potentially reduced sales in those locations.

Government Regulation. The Company and its franchisees are subject to various federal, state, provincial, and local (“governmental”) laws affecting its and its franchisees’ businesses. The development and operation of restaurants depend to a significant extent on the selection, acquisition, and development of suitable sites, which are subject to zoning, land use (includes drive thrus), environmental, traffic, franchise, design and operational requirements, and other regulations. Additional governmental laws and regulation affecting the Company and its franchisees include: licensing; health, food preparation, sanitation and safety; labour (including applicable minimum wage requirements, overtime, working and safety conditions, and citizenship requirements); tax; employee benefits; accounting; and anti-discrimination. Changes in these laws and regulations, or the implementation of additional regulatory requirements, particularly increases in applicable minimum wages, taxes, or franchise requirements, may adversely affect financial results.

Foreign Exchange Fluctuations. The majority of the Company’s business is conducted in Canada. If the U.S. dollar falls in value relative to the Canadian dollar, then U.S. operations would be less profitable because of the increase in U.S. operating costs resulting from the purchase of supplies from Canadian sources, and U.S. operations will contribute less to the Company’s consolidated results. Exchange rate fluctuations may also cause the price of goods to increase or decrease for the Company and its franchisees. In addition, fluctuations in the values of Canadian and U.S. dollars can affect the value of our common stock and any dividends we pay.

The Company’s Relationship with Wendy’s. As long as Wendy’s has voting control of the Company, Wendy’s will have the ability to control all matters affecting the Company, including the composition of its board of directors and the resolution of conflicts of interest that may arise between Wendy’s and the Company in a number of areas. The separation agreements with Wendy’s may severely limit the Company’s ability to affect future financings, acquisitions, dispositions, the issuance of additional securities and certain debt instruments, and to take certain other actions.

Mergers, Acquisitions and Other Strategic Transactions. The Company intends to evaluate potential mergers, acquisitions, joint venture investments, alliances, vertical integration opportunities and divestitures. These transactions involve various inherent risks, including accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; the potential loss of key personnel of an acquired business; the Company’s ability to achieve projected economic and operating synergies; difficulties successfully integrating, operating, maintaining and managing newly-acquired operations or employees; difficulties maintaining uniform standards, controls, procedures and policies; the possibility the Company could incur impairment charges if an acquired business performs below expectations; unanticipated changes in business and economic conditions affecting an acquired business; and diversion of management’s attention from the demands of the existing business. In addition, there can be no assurance that the Company will be able to complete desirable transactions, for reasons including a failure to secure financing, as a result of the Company’s arrangements with Wendy’s, or restrictive covenants in debt instruments or other agreements with third parties, including the Maidstone Bakeries joint venture arrangements.

Debt Obligations. The Company’s significant debt obligations could have adverse consequences, including increasing the Company’s vulnerability to adverse economic, regulatory, and industry conditions, limiting the Company’s ability to compete and its flexibility in planning for, or reacting to, changes in its business and the industry; limiting the Company’s ability to borrow additional funds, and requiring the Company to dedicate significant cash flow from operations to payments on debt (and there can be no assurance that the Company’s cash flow will be sufficient to service its debt), thereby reducing funds available for working capital, capital expenditures, acquisitions, and other purposes. In addition, the Company’s credit facilities include restrictive covenants that limit its flexibility to respond to future events and take advantage of contemplated strategic initiatives.

Other Factors Affecting the Company. The following factors could also cause actual results to differ from expectations: an inability to retain executive officers and other key personnel or attract additional qualified management personnel to meet business needs; an inability to adequately protect the Company’s intellectual property and trade secrets from infringement actions or unauthorized use by others; operational or financial shortcomings of franchised restaurants and franchisees; liabilities and losses associated with owning and leasing significant amounts of real estate; new and significant legal, accounting, and other expenses to comply with public-company corporate governance and financial reporting requirements; failure to implement or ineffective maintenance of securities compliance, internal control processes, or corporate governance; implementation of new or changes in interpretation of U.S. GAAP policies or practices; and, potential unfavorable variance between estimated and actual liabilities and volatility of actuarially-determined losses and loss estimates.

Readers are cautioned not to place undue reliance on forward-looking statements contained in this news release, which speak only as of the date thereof. Except as required by federal or provincial securities laws, the Company undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this release, or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events, even if new information, future events, or other circumstances have made them incorrect or misleading.

Exhibit 99(b)

[Wendy’s International, Inc. Logo]

Wendy’s International, Inc. announces special dividend of Tim Hortons Inc. shares

Estimated distribution ratio, method for settling fractional shares announced

Spin-off timing remains on track

DUBLIN, Ohio (August 31, 2006) – Wendy’s International, Inc. (NYSE: WEN) today announced that its Board of Directors has approved the distribution by special dividend to its shareholders of the 159,952,977 common shares of Tim Hortons Inc. (TSX/NYSE: THI) that it owns. The shares represent an 82.75% ownership stake of Tim Hortons. Wendy’s will distribute all the Tim Hortons shares it currently owns to its shareholders and expects the distribution to occur on September 29.

The distribution will take place in the form of a pro rata common stock dividend to Wendy’s shareholders of record as of Friday, September 15. Wendy’s currently has approximately 118 million shares outstanding; accordingly, Wendy’s shareholders will receive approximately 1.3593 shares of Tim Hortons common stock for every share of Wendy’s common stock held as of the record date of Friday, September 15. The final distribution ratio will be set on the record date and will be calculated by dividing the Tim Hortons shares to be distributed by the number of Wendy’s shares outstanding on September 15.

Any remaining fractional shares will not be distributed but will be aggregated and sold in the public market. The net cash proceeds of these sales will be distributed on a pro rata basis to the shareholders who would have otherwise received fractional shares.

“This transaction will fulfill the commitment we made to complete the spin-off of Tim Hortons before the end of the year,” said Wendy’s interim Chief Executive Officer and President Kerrii Anderson. “It will also provide our shareholders with an ownership position in two solid restaurant brands, Wendy’s and Tim Hortons, both of which are poised to enhance shareholder value as independent companies.”

“Spending the past decade as part of the Wendy’s organization has been a great opportunity to grow our brand,” said Chief Executive Officer and President Paul House. “At the same time, we are excited to become a separate publicly owned company. Our management team has spent the past year preparing for this separation, and we are confident that we can continue to add value for our franchisees, customers and shareholders as an independent company.”

Information regarding spin-off transaction

Wendy’s shareholders need not take any action, make any payment, or surrender any existing shares of Wendy’s common stock to participate in the spin-off. In addition, no vote of Wendy’s shareholders is required; therefore, no proxy will be solicited in connection with the spin-off.

The dividend distribution of Tim Hortons shares will not affect the number of Wendy’s common shares outstanding or the number of Wendy’s shares owned by each shareholder. Wendy’s shareholders entitled to the dividend of Tim Hortons shares will receive a book-entry account statement reflecting their ownership of Tim Hortons common stock, or their brokerage account will be credited for the shares.

Wendy’s plans to send an information statement regarding this transaction to its shareholders after Friday, September 15. The information statement will include details on the distribution and will also be posted on the Wendy’s investor Web site at www.wendys-invest.com and the Tim Hortons investor Web site at www.timhortons-invest.com.

Trading market information for Wendy’s and Tim Hortons

Shareholders who sell their shares of Wendy’s common stock in the “regular-way” market (i.e., the normal trading market on the New York Stock Exchange under the symbol “WEN”) after the record date of Friday, September 15 and on or before the distribution date of Friday, September 29 will be selling their right to receive shares of Tim Hortons common stock in connection with the spin-off.

Wendy’s expects that a “when-issued” market (i.e., trading in Wendy’s shares without the right to receive Tim Hortons common shares under the symbol “WEN wi”) will develop on or about two business days prior to the record date. It is also expected that a “when-issued” market will develop on or about two business days prior to the record date for the Tim Hortons shares on both the New York and Toronto stock exchanges.

Investors are encouraged to consult with their financial and tax advisors regarding the specific implications of any potential transactions in Wendy’s or Tim Hortons shares between September 13 and 29.

U.S. federal income tax consequences

Wendy’s has received a ruling from the Internal Revenue Service that for U.S. federal income tax purposes, the distribution of Tim Hortons common stock is tax-free to the Company and to Wendy’s U.S. shareholders, except in respect to cash received in lieu of fractional share interests.

After the distribution is completed, Wendy’s will provide its U.S. shareholders information to enable them to compute their tax basis in both Wendy’s and Tim Hortons shares and other information they will need to report their receipt of Tim Hortons common stock on their 2006 U.S. federal income tax return as a tax-free transaction.

A tax advisor should be consulted about the particular tax consequences of the distribution, including the application of state, local and foreign tax laws.

Canadian shareholder income tax consequences

The Canadian Income Tax Act provides that the distribution of common shares to Canadian shareholders in a U.S. tax-free spin-off can, in certain circumstances, be a tax-free transaction for Canadian income tax purposes. To qualify, the U.S. corporation must provide certain required information to the Canada Revenue Agency (“CRA”) so it can determine whether the spin-off meets the Canadian tax law requirement for tax-free treatment in Canada, and Wendy’s intends to provide such information. If the CRA concludes that the requirements for tax-free treatment have been met, to receive such treatment, the Canadian shareholders must file an election with their income tax returns for the taxation year in which the spin-off occurs.

Once received, notice of the CRA’s determination with respect to spin-off will be posted on the Wendy’s investor Web site at www.wendys-invest.com and the Tim Hortons investor Web site at www.timhortons-invest.com.

A tax advisor should be consulted about the particular tax consequences of the distribution including the application of federal, provincial and foreign tax laws.

Safe Harbor statement

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 http://www.wendys-invest.com/safeharbor.

Wendy’s International, Inc. overview

Wendy’s International, Inc. is one of the world’s largest restaurant operating and franchising companies with more than 9,900 total restaurants and quality brands, including Wendy’s Old Fashioned HamburgersÒ and Baja Fresh Mexican Grill. The Company also has investments in two additional quality brands – Cafe Express and Pasta PomodoroÒ. More information about the Company is available at www.wendys-invest.com.

Tim Hortons Inc. overview

Tim Hortons Inc. is Canada’s largest quick service restaurant chain. Founded in 1964 as a coffee and donut shop, Tim Hortons has evolved to meet consumer tastes, with a menu that now includes premium coffee, flavored cappuccinos, specialty teas, home-style soups, fresh sandwiches and fresh baked goods. As of July 2, 2006, Tim Hortons system-wide restaurants numbered 2,625 in Canada and 297 in the United States. More information about the Company is available at www.timhortons.com.

WENDY’S CONTACTS:
John Barker: (614) 764-3044 or john_barker@wendys.com
David Poplar (614) 764-3547 or david_poplar@wendys.com

TIM HORTONS CONTACT:
Paul Carpino: (905) 339-6186 or carpino_paul@timhortons.com