CALCULATION OF REGISTRATION FEE
|
Title of
|
Amount
|
Proposed
|
Proposed
|
Amount of
|
| Common Stock, no par value …… |
3,500,000
|
$29.43 |
$103,005,000 |
$8,333.10 |
| Preferred Stock Purchase Rights (2) ... |
None |
None |
None |
None |
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon the average of the high and low prices of the Common Stock as reported on The New York Stock Exchange Composite Tape on September 26, 2003. |
| (2) | Any value attributable to the Preferred Stock Purchase Rights is reflected in the value of the Common Stock. Because no separate consideration is paid for the Preferred Stock Purchase Rights, the registration fee for such securities is included in the fee for the Common Stock. |
|
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|
|
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE |
| Pursuant to General Instruction E of Form S-8, the contents of the Registrant's previously-filed registration statement on Form S-8 (File No. 333-36893) relating to the YUM! Brands 401(k) Plan (formerly Tricon Long Term Savings Program) are incorporated herein by reference. |
|
SIGNATURES |
|
| Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on the 30 th day of September, 2003. | |
| YUM! BRANDS, INC. | |
| By: /s/ Christian L. Campbell | |
|
Christian
L. Campbell
Senior Vice President, General Counsel and Secretary Chief Franchise Policy Officer |
|
| Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. | |
|
Exhibit 5.1 |
|
| YUM! Brands, Inc. | |
| 1900 Colonel Sanders Lane | |
| Louisville, Kentucky 40232-4550 | |
|
September 30, 2003 |
|
| Ladies and Gentlemen: | |
| As Senior Vice President, General Counsel and Secretary of YUM! Brands, Inc. ("YUM!"), I have acted as counsel to YUM! in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed today with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 3,500,000 shares of YUM! Common Stock pursuant to the YUM! Brands 401(k) Plan (the "Plan"). | |
| In connection with the opinion set forth below, I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary. | |
| Based upon the foregoing, it is my opinion that the shares being registered pursuant to the Registration Statement to which this opinion is an exhibit, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. | |
| I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. | |
| Very truly yours, | |
| /s/ Christian L. Campbell | |
| Christian L. Campbell | |
|
Senior Vice President,
General
Counsel and Secretary Chief Franchise Policy Officer |
|
|
POWER OF ATTORNEY |
|
| KNOW ALL MEN BY THESE PRESENTS, on this 18th day of September, 2003, the undersigned directors and officers of YUM! Brands, Inc. (the "Company") each constitutes and appoints Christian L. Campbell, John P. Daly and Linda J. Gregg, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 of the Company relating to the Company's issuance and sale from time to time of up to 14,600,000 shares of its Common Stock, no par value per share, pursuant to the 1999 Long Term Incentive Plan, and up to 3,500,000 shares of its Common Stock pursuant to the 401(k) Plan, and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. | |
| IN WITNESS WHEREOF, each of the undersigned has subscribed these presents. | |
| /s/ David C. Novak | |
| David C. Novak | |
| Chairman of the Board, Chief Executive Officer | |
| and President | |
| (Principal Executive Officer) | |
| /s/ Andrall E. Pearson | |
| Andrall E. Pearson | |
| Founding Chairman | |
| /s/ David J. Deno | |
| David J. Deno | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
| /s/ Brent A. Woodford | |
| Brent A. Woodford | |
| Vice President and Controller | |
| (Principal Accounting Officer) | |
| /s/ James Dimon | |
| James Dimon | |
| Massimo Ferragamo | |
| /s/ J. David Grissom | |
| J. David Grissom | |
| Bonnie G. Hill | |
| /s/ Robert Holland, Jr. | |
| Robert Holland, Jr. | |
| /s/ Sidney Kohl | |
| Sidney Kohl | |
| /s/ Kenneth G. Langone | |
| Kenneth G. Langone | |
| /s/ Thomas M. Ryan | |
| Thomas M. Ryan | |
| /s/ Jackie Trujillo | |
| Jackie Trujillo | |
| Robert J. Ulrich | |