updated 3/3/2006 5:15:47 PM ET 2006-03-03T22:15:47

Major shareholders are more likely to push Wendy’s to sell the third-largest hamburger chain now that they have succeeded in their demands to shake up the company, analysts say.

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At the least, analysts say, investors will demand improvements from a chain that has had lackluster sales in the past year.

Wendy’s International Inc., based in suburban Dublin, said on Thursday it will speed up the spinoff of its Tim Hortons coffee-and-doughnut chain, explore a sale or other alternatives for its underperforming Baja Fresh Mexican Grill unit and boost its board ranks with three new directors endorsed by a shareholder group.

The decision amounted to a capitulation to pressure for better returns from billionaire investor Nelson Peltz’s Trian Fund Management, which holds more than 7 percent of the restaurant chain’s stock, and Sandell Asset Management Corp., which owns more than 3 percent. The move sent Wendy’s shares to a record high.

Howard Davidowitz, chairman of Davidowitz & Associates, a national retail consulting and investment banking firm based in New York, said he believes investors will be aggressive about cutting costs, closing stores with weak sales and managing capital investments closely. They also could push for changes in management or the eventual sale of the hamburger chain, he said.

“I know what Nelson Peltz is interested in is making money,” Davidowitz said. “Whatever way makes money for him and the shareholders, that’s what he’s going to do.”

Wendy’s spokesman Denny Lynch said the company could not speculate about what moves investors might propose in the future.

“We trust our board of directors will make decisions in the best interest of our shareholders,” he said.

Wendy’s revenue for 2005 rose 4 percent to $3.78 billion in 2004. But sales at Wendy’s locations open at least one year, a key measure of retail performance, fell 3.7 percent last year. It was the first such decline in 18 years.

Analysts at Prudential Equity Group, which increased its price target on Wendy’s stock to $65, said the addition of the three new directors “could ultimately result in deeper, and quicker cost cuts at the core-Wendy’s brand. It also may increase the likelihood that Triarc eventually buys Wendy’s.”

Peltz is chairman and chief executive of Triarc Cos., which franchises Arby’s fast-food restaurants.

In a filing Friday with the U.S. Securities and Exchange Commission, Trian and Sandell agreed to limits on the number of additional shares they can buy before June 30, 2007, and said they have no intention of controlling the company.

Trian Fund Management holds 6.3 million shares of Wendy’s, or about 5.5 percent. Trian Partners, managed by Trian Fund, owns 2 million shares, or 1.8 percent, of Wendy’s stock. Sandell Asset Management, led by Swedish businessman Thomas Sandell, holds 3.9 million shares, about 3.4 percent of the company.

As part of the agreement, Wendy’s agreed to spin off all of Tim Hortons by year’s end. Wendy’s previously had said it was not feasible to spin off the entire operation that fast.

Wendy’s, which operates about 9,900 stores, first announced plans to sell a portion of Tim Hortons after urgings from another big shareholder, Pershing Square Capital Management LLC.

Tim Hortons Inc. estimates it will offer 29 million shares at $18 to $20 per share in the IPO, expected later this month. Wendy’s will own about 85 percent of Tim Horton’s after the IPO.

Peter Oakes, an analyst with Piper Jaffray, said the company likely will have to finish that spinoff before anyone buys the hamburger chain.

“In my judgment, no one’s really going to be in a position to do that until Tim Hortons is sold off,” Oakes said. “At that juncture, it might be another discussion.”

Separately, a group led by Peltz also plans to nominate five candidates to H.J. Heinz Co.’s 12-member board. The food company said Friday that Trian Partners wants to restrict the Heinz board from making any amendments to its bylaws that would prevent Trian from electing its nominees, but has not given the company further information.

© 2013 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.


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