Wendy’s International Inc. said Thursday it would conduct a tender offer for as much as $800 million of its shares later this year using a modified Dutch auction.

The move disclosed the company’s long-anticipated determination of how it planned to spend $1 billion plus it received from the recent spinoff of Tim Hortons Inc.

Over the next 18 to 24 months Wendy’s intends to return $1 billion to shareholders, it told investors at a briefing in New York.

“We believe the tender offer is a wise use of the company’s financial resources and that investing in our own shares is an attractive use of capital as we are confident that our shares currently represent a compelling value,” interim Chief Executive Kerrii Anderson told the conference.

The company gave no earnings guidance but said it expects annual revenue to rise by 2.5% to 3.5% over the next three years.

Admitting that its hamburger brand “has lost meaning with customers,” Mrs. Anderson also vowed to “restore the strength and profitability of our core business.”

That strategy includes significant spending to refresh the look of its company-owned and franchised restaurants as well as removing its poorestperforming franchisees.

The company also announced it will sell its ailing Baja Fresh Mexican Grill chain for about $31 million. It acquired that business in 2002 for about $275 million.

Mrs. Anderson also said that as part of its intent to make its menu more attractive the chain continues to test adding breakfast. She put the potential sales gain from a full-fledged breakfast menu to perhaps $1 billion a year.

But she said that “a number of decision checkpoints as we go through 2007” will determine whether the fast-food chain enters competition for early-morning customers.

Mrs. Anderson said Wendy’s is studying the possibility of expanding its limited presence internationally, another area where rivals such as McDonald’s Corp. and Yum Brands Inc. hold significant leads.

Over the next three years Wendy’s plans to franchise between 400 and 500 company-owned restaurants, with a goal of reducing the company units to about 1,000.

Shares of Wendy’s were trading recently at $34.38, up 66 cents, or 2%, on volume of 7 million compared with average daily volume of 1.8 million.

Wendy’s board authorized the repurchase of as many as 35.4 million shares over the next two years, with the bulk of that occurring in the pending tender offer.

Wendy’s interim CEO Anderson said per-share earnings for the rest of the year depend on the tender’s success. Several other restaurant companies who have tendered recently have found their offers undersubscribed.

Board chairman Jim Pickett told investors at the brieing the directors’ search committee seeking a permanent CEO has largely completed its work and anticipates making a decision by the end of October.

Mrs. Anderson temporarily stepped into the position when former CEO Jack Schuessler resigned this past April after the company posted disappointing earnings.

Elaborating on plans to improve what one executive termed its “fuzzy” flagship brand’s image, Wendy’s intends to invest about $60 million a year over the next five years to upgrade and renovate company-operated restaurants. It also plans to allocate $100 million over that period to buy restaurants from franchisees, renovate them and then sell them to what it called “proven operators.”

To encourage franchisees to remodel their restaurants, the company said it would pay those who do so $25,000. That program could cost Wendy’s $25 million a year near-term, Mrs. Anderson said.

She said the Dublin, Ohio, fast-food operator also is exploring the saleleaseback of company-owned real estate. About 600 sites are on its books.

In her outlook for the business, Mrs. Anderson said the company anticipates “flat” store growth over the next three years.

Beef prices, which in the past two years rose and pinched Wendy’s operating margins, are expected to turn “favorable” for at least the next year, she said.

In reporting third-quarter results later this month Wendy’s said it expects to incur pretax charges of $5 million to $6 million related to the anticipated closure of company restaurants; $5 million to $9 million for asset impairment on its Cafe Express investment, $3 million in consulting services and professional fees and $1 million-$2 million in corporate restructuring charges.

Wendy’s also said it would pay an 8.5 cent dividend per share in the fourth quarter, payable in late November. “We are committed to paying a dividend going forward,” Mrs. Anderson said.