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)
March
11, 2006
Commission
file number 1-13163
___________
YUM!
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
|
North
Carolina
|
|
13-3951308
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(IRS
Employer
Identification
No.)
|
|
1441
Gardiner Lane, Louisville, Kentucky
|
40213
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(502)
874-8300
Former
name or former address, if changed since last report:
N/A
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))
Section
8
- Other Events
Item
8.01
Other
Events
On
March
13, 2006, YUM! Brands, Inc. issued a press release stating that Andrall E.
Pearson, a member of the Company’s Board of Directors and its Founding Chairman,
passed away on March 11. A copy of the Company’s press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by
reference.
On
March
16, 2006, YUM! Brands, Inc. announced that its Board of Directors authorized
the
repurchase of up to an additional $500 million of the company’s outstanding
common stock over a period of up to 12 months. The Company also announced that
its Board of Directors approved a dividend of $0.115 per share of Common Stock,
which will be distributed May 5, 2006, to shareholders of record at the close
of
business on April 14, 2006. A copy of the Company’s press release announcing the
authorization of the share repurchases and quarterly dividend is attached as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein
by
reference.
Section
9
- Financial Statements and Exhibits
Item
9.01
Financial
Statements and Exhibits
|
|
(c)
|
Exhibits
|
|
|
99.1
|
Press
Release dated March 13, 2006 from YUM! Brands, Inc.: Andrall E. Pearson,
Founding Chairman of YUM! Brands, Passed Away on March 11,
2006
|
|
|
99.2
|
Press
Release dated March 16, 2006 from YUM! Brands, Inc.: YUM! Brands, Inc.
Announces an Additional $500 Million Share-Repurchase Authorization
and
Declares Quarterly Dividend
|
SIGNATURE
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.
|
|
|
YUM!
BRANDS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
March 16, 2006
|
|
/s/
John P. Daly
|
|
|
|
Assistant
Secretary
|
Exhibit
99.1
ANDRALL
E.
PEARSON, FOUNDING CHAIRMAN OF YUM! BRANDS, PASSED AWAY ON MARCH 11,
2006
LOUISVILLE,
KY (March 13, 2006): Yum! Brands, Inc. (NYSE:YUM) today confirmed that its
Founding Chairman, Andrall E. Pearson, passed away from a sudden heart attack
at
his home in Palm Beach, Florida on Saturday, March 11. He was 80 years
young.
Pearson
had a legendary business career, which spanned over 40 years and culminated
in
his serving as the Founding Chairman of Yum! Brands upon its spin-off from
PepsiCo in 1997. He served in that capacity until 2000, at which time David
C.
Novak became Chairman and Chief Executive Officer, having served as
Vice-Chairman and President until then. Pearson continued to serve on the Yum!
Brands Board of Directors and was scheduled to step down in May, 2006.
“Andy
Pearson was one of the world’s most respected leaders and has been instrumental
to the success of our Company. His incredible knowledge, brilliant insights
and
standards for excellence put YUM on the right path and have helped us stay
on
it. All of us who have had the privilege to work with Andy know that he was
truly one of a kind,” said David C. Novak, Chairman and CEO of Yum!
Brands.
“On
a
personal note, Andy was not only my partner, he was like a father, brother
and
best friend wrapped in one. I will miss the experience he so willingly shared,
his constant encouragement, his amazing positive energy and the incredible
fun
he brought to my life,” Novak added.
Pearson
successfully reinvented himself in a succession of significant positions,
serving as partner of McKinsey & Co., president of PepsiCo, tenured
professor at Harvard Business School, general partner of Clayton, Dubilier
and
Rice, and CEO and Founding Chairman of YUM Brands.
Born
in
Chicago on June 3, 1925, he earned his Bachelor of Arts from the University
of
Southern California. He attended USC along with his identical twin brother,
Richard. Following his graduation from USC, Pearson, along with his brother,
enlisted in the Navy at the end of the Second World War. Both brothers then
attended Harvard Business School, graduating in 1947. After graduating, the
Pearson twins met the Pope sisters, also identical twins, and subsequently
married in a double ceremony in 1951. Both couples recently celebrated their
55
th
wedding
anniversary together on March 2.
Pearson
is
fondly remembered by a number of business leaders:
“Andy
will
forever be remembered among the iconic, gifted leaders that shaped PepsiCo
into
a successful and respected global enterprise,” said Steve Reinemund, Chairman
and CEO of PepsiCo.
“What
separated Andy from many other great leaders is that he had a big heart, not
just a big brain. It’s a rare quality to have both passion and a sense of humor,
along with brilliance, and Andy set the standard,” said Jamie Dimon, Chairman
and CEO of JPMorgan Chase.
Jack
Welch, former Chairman and CEO of General Electric, called Andy “a decisive
business leader who loved business, was a great practitioner, as well as a
great
teacher.”
Larry
Bossidy, former Chairman of Honeywell International and author of best selling
books such as “Execution,” said, “Andy was energetic, insightful, stayed
contemporary and was delightful to be around.”
“Andy
separates the minutia from the real issues faster than anyone I’ve ever known,”
said Sandy Weill, Chairman of Citigroup and on whose board Andy served from
the
inception of Commercial Credit until Andy retired in 2005.
Recently
named one of the nation’s “most significant Directors” by the Outstanding
Directors organization, Pearson served on numerous public and non-profit boards
in addition to Yum! Brands, including Citigroup, the May Company, TWA, the
Metropolitan Museum of Art and the NYU Medical Center. He was an avid collector
of Pre-Columbian art, and his collection was featured at the Art Institute
of
Chicago in 2002, and the Metropolitan Museum of Art in New York in the fall
of
2004. The family has made significant donations of their collection to the
Met.
He
is
survived by his wife of 55 years, Joanne Pope Pearson, his twin brother Dick
and
his wife Jany of Santa Barbara, CA, his daughter and son-in-law, Jill and Alan
Rappaport, of Bronxville, NY, and two grandchildren, Alex and
Hilary.
A
memorial
service will be held at the Reformed Church, 180 Pondfield Road, Bronxville,
NY
on Saturday, March 18, 2006 at 11:00 am. In lieu of flowers, the family requests
that donations may be made to the Cardiovascular Research Fund at the NYU
Medical Center, 560 First Ave. & 32
nd
Street,
New York, NY 10016.
Exhibit
99.2
YUM!
BRANDS INC
.
ANNOUNCES
AN ADDITIONAL $500 MILLION SHARE-REPURCHASE AUTHORIZATION
AND
DECLARES QUARTERLY DIVIDEND
LOUISVILLE,
KY - March 16, 2006 - Yum! Brands Inc. (NYSE:YUM) announced that its board
of
directors approved
|
·
|
An additional $500 million share
repurchase.
|
|
·
|
A dividend of $0.115 per share of common
stock.
|
Share
Repurchase
The
company’s board of directors authorized the repurchase of up to an additional
$500 million of the company’s outstanding common stock under the company’s
share-repurchase program over a period of up to 12 months. In November 2005,
the
board authorized repurchase up to $500 million of the company’s stock, which is
in the process of being completed.
Repurchases
of common stock may be made from time to time in the open market or privately
negotiated transactions and will be subject to market conditions and other
factors. Since the company began its repurchase program in 1999, over 77 million
shares have been repurchased for approximately $2.6 billion at an average price
of $33.50. For 2006, the company expects average diluted shares outstanding
to
decline by at least 4%.
Quarterly
Dividend
The
company’s board of directors approved a dividend of $0.115 per share of common
stock, which will be distributed May 5, 2006, to shareholders of record at
the
close of business on April 14, 2006.
In
May
2004, the company initiated a regular quarterly dividend. In May 2005, the
company increased the quarterly dividend by 15%, from $0.10 to $0.115 per share.
The company continues to target a payout ratio in the range of 15% to 20% of
annual net income.
This
announcement contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements include those identified
by
such words as
may,
will, expect, project, anticipate, believe, plan
and other
similar terminology. These “forward-looking” statements reflect management’s
current expectations regarding future events and operating and financial
performance and are based on currently available data. However, actual results
are subject to future events and uncertainties, which could cause actual results
to differ from those projected in this announcement. Accordingly, you are
cautioned not to place undue reliance on forward-looking statements. Factors
that can cause actual results to differ materially include, but are not limited
to, changes in global and local business, economic and political conditions
in
the countries and territories where Yum! Brands operates, including the effects
of war and terrorist activities; changes in currency exchange and interest
rates; changes in commodity, labor and other operating costs; changes in
competition in the food industry, consumer preferences or perceptions concerning
the products of the company and/or our competitors, spending patterns and
demographic trends; the impact that any widespread illness or general health
concern may have on our business and the economy of the countries in which
we
operate; the effectiveness of our operating initiatives and marketing,
advertising and promotional efforts; new-product and concept development by
Yum!
Brands and other food-industry competitors; the success of our strategies for
refranchising and international development and operations; the ongoing business
viability of our franchise and license operators; our ability to secure
distribution to our restaurants at competitive rates and to ensure adequate
supplies of restaurant products and equipment in our stores; unexpected
disruptions in our supply chain; publicity that may impact our business and/or
industry; severe weather conditions; effects and outcomes of pending or future
legal claims involving the company; changes in effective tax rates; our
actuarially determined casualty loss estimates; new legislation and governmental
regulations or changes in legislation and regulations and the consequent impact
on our business; and changes in accounting policies and practices. Further
information about factors that could affect Yum! Brands’ financial and other
results are included in the company’s Forms 10-Q and 10-K, filed with the
Securities and Exchange Commission.
Yum!
Brands Inc., based in Louisville, Kentucky, is the world’s largest restaurant
company in terms of system restaurants with over 34,000 restaurants in more
than
100 countries and territories. Four of the company’s restaurant brands — KFC,
Pizza Hut, Taco Bell and Long John Silver’s — are the global leaders of the
chicken, pizza, Mexican-style food and quick-service seafood categories
respectively. Yum! Brands is the worldwide leader in multibranding, which offers
consumers more choice and convenience at one restaurant location from a
combination of KFC, Taco Bell, Pizza Hut, A&W or Long John Silver’s brands.
The company and its franchisees today operate over 3,200 multibrand restaurants.
Outside the United States in 2005, the Yum! Brands system opened about three
new
restaurants each day of the year, making it one of the fastest growing retailers
in the world. For the past three years, the company has been recognized as
one
of
Fortune
Magazine’s
“Top
50
Employers for Minorities.” It also has been recognized as one of the “Top 50
Employers for Women” by
Fortune
,
one of
the “Top 30 Best Companies for Diversity” by
Black
Enterprise Magazine
,
one of
the “Corporate 100 Companies Providing Opportunities for Hispanics” by
Hispanic
Magazine
and by
BusinessWeek
as one of
the “Top 15 Companies for In-Kind Corporate
Philanthropy.”