As filed with the Securities and Exchange Commission on March 2, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________________
WENDY'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0785108
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Wendy's International, Inc. Profit Sharing and Savings Plan
(Full title of the plan)
Lawrence E. Schauf
P.O. Box 256
4288 West Dublin-Granville Road
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 764-3100
(Telephone number, including area code, of agent for service)
Copy to:
James H. Gross
Vorys, Sater, Seymour and Pease
52 East Gay Street, P.O. Box 1008
Columbus, Ohio 43216-1008
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered(2) registered(2) per share(1) price(1) fee
<S> <C> <C> <C>
Common Shares 1,500,000 $15.38 $23,070,000 $7,955
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein (the "Plan").
(Page 1 of 30 pages; Exhibit Index on page 12)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated herein by
reference: the Annual Report of Wendy's International, Inc. (the
"Company" or "Registrant") on Form 10-K for the fiscal year ended
January 2, 1994; the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 3, 1994, July 3, 1994 and
October 2, 1994, respectively; (ii) the description of the Common
Shares contained in the Company's Registration Statement filed with
the Commission pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description; (iii) all Annual Reports on Form 11-K for the
Plan filed pursuant to Section 15(d) of the Exchange Act and all
Forms 11-K for the Plan which may be filed with the Commission
subsequent to the date hereof and prior to the completion of the
offering contemplated hereby; (iv) any definitive Proxy Statement
or Information Statement filed pursuant to Section 14 of the
Exchange Act; and (v) all other documents which may be filed by the
Company with the Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act (File No. 1-8116) subsequent to the date of
this Prospectus and prior to the completion of the offering
contemplated hereby. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the request
of any such person, a copy of all of the documents which are
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to
Wendy's International, Inc., P.O. Box 256, 4288 West Dublin-
Granville Road, Dublin, Ohio 43017, Attention: Employee Benefit
Department, telephone number (614) 764-3100.
ITEM 4. Description of Securities.
Not Applicable.
<PAGE>
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification Of Directors and Officers.
Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify
any person who was or is a party, or is threatened to be made
a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative,
or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a
director, officer, employee, member, manager, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify
any person who was or is a party, or is threatened to be made
a party, to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was
a director, officer, employee, member, manager, or agent of
the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise,
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no
indemnification shall be made in respect of any of the
following:
(a) Any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or
misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the
court of common pleas or the court in which such action
or suit was brought determines, upon application, that,
despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the
court of common pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section
1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the
merits or otherwise in defense of any action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred by him in connection
with the action suit or proceeding.
(4) Any indemnification under division (E)(1) or (2) of
this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon a
determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section.
Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not
and are not parties to or threatened by the action, suit,
or proceeding referred to in division (E)(1) or (2) of
this section;
(b) If the quorum described in division (E)(4)(a)
of this section is not obtainable or if a majority vote
of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than
an attorney, or a firm having associated with it an
attorney, who has been retained by or who has performed
services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in
which such action, suit or proceeding referred to in
division (E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors
under division (E)(4)(a) or by independent legal counsel under
division (E)(4)(b) of this section shall be promptly
communicated to the person who threatened or brought the
action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after
receipt of such notification, such person shall have the right
to petition the court of common pleas or the court in which
such action or suit was brought to review the reasonableness
of such determination.
(5)(a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred
to in division (E)(1) or (2) of this section, the articles or
the regulations of a corporation state, by specific reference
to this division, that the provisions of this division do not
apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending
the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt
of an undertaking by or on behalf of the director in which he
agrees to both of the following:
(i) Repay such amount if it is proved by clear
and convincing evidence in a court of competent
jurisdiction that his action or failure to act
involved an act or omission undertaken with
deliberate intent to cause injury to the corporation
or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred
by a director, trustee, officer, employee, member,
manager, or agent in defending any action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are
incurred, in advance of the final disposition of the
action, suit, or proceeding, as authorized by the
directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee,
officer, employee, member, manager, or agent to repay
such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall
not be exclusive of, and shall be in addition to, any other
rights granted to those seeking indemnification under the
articles, the regulations, any agreement, a vote of
shareholders or disinterested directors, or otherwise, both
as to action in their official capacities and as to action in
another capacity while holding their offices or positions, and
shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and
shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance
or furnish similar protection, including, but not limited to,
trust funds, letters of credit, or self-insurance, on behalf
of or for any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under this section. Insurance may be purchased from
or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not
limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not
create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section,
"corporation" includes all constituent entities in a
consolidation or merger and the new or surviving corporation,
so that any person who is or was a director, officer,
employee, trustee, member, manager, or agent of such a
constituent entity, or is or was serving at the request of
such constituent entity as a director, trustee, officer,
employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or
other enterprise, shall stand in the same position under this
section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in
the same capacity.
Section 5.01 of the Registrant's Regulations, as amended,
govern indemnification by the Registrant and provides as follows:
SECTION 5.01. Indemnification. The corporation shall
indemnify each director and officer, each former director and
officer and each person who may have served at its request as
a director, trustee or officer of any other corporation,
partnership, joint venture, trust or other enterprise to the
greatest extent permitted by Ohio law, with respect to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to
which such person was or is a party by reason of the fact that
he is or was a director or officer of the corporation or is
or was serving at its request as aforesaid. Indemnification
hereunder shall include all expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement if
actually and reasonably incurred by him in connection with
such action, suit or proceeding. Such expenses shall be paid
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation. In addition, the corporation may indemnify or
agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that
he is or was an employee or agent of the corporation or is or
was serving as an employee or agent of the corporation or is
or was an employee or agent of another enterprise at the
request of the corporation; subject, however, to the
limitations imposed by Ohio law. The indemnification provided
by this section shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled
under the Articles or any agreement, vote of shareholders or
disinterested directors or otherwise (including, without
limitation, any insurance), both as to action in his official
capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased
to be a director, trustee, officer, employee or agent and
shall inure to the benefit of the heirs, executors,
administrators and successors of such a person.
In addition, Registrant has purchased insurance coverage
under policies issued by the Chubb Group of Insurance Companies and
National Union Insurance Company which insure directors and
officers against certain liabilities which might be incurred by
them in such capacity.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto at page 11.
Exhibit 5 is the Internal Revenue Service Determination
Letter regarding the Plan. The Plan was amended subsequent to
receipt of the Determination Letter. The Registrant filed the
Plan, as then amended, in order to obtain an updated Determination
Letter. The undersigned Registrant hereby undertakes to submit the
Plan, as further amended, to the IRS in a timely manner and to make
those changes, if any, required by the IRS in order for the Plan
to qualify as a tax-qualified employee benefit plan meeting the
requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended.
ITEM 9. Undertakings.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Regis-
tration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement; and
(iii)To include any material information with respect
to the Plan not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-effec-
tive amendment by those paragraphs is contained in periodic re-
ports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act
of 1934, and each filing of an annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934 by the
Plan which is the subject of this Registration Statement, that
is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabili-
ties (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 on
Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dublin, State of Ohio, on March 2,
1995.
WENDY'S INTERNATIONAL, INC.
By /s/ JOHN K. CASEY
John K. Casey
Vice Chairman and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.
Name and Title Name and Title
/s/ R. DAVID THOMAS * /s/ JAMES W. NEAR *
R. David Thomas James W. Near
Senior Chairman of the Board Chairman of the Board,
and Founder, Director Director
/s/ JOHN K. CASEY /s/ GORDON F. TETER *
John K. Casey Gordon F. Teter
Vice Chairman and Chief President, Chief Executive
Financial Officer, Director Officer and Chief Operating
Officer, Director
/s/ RONALD E. MUSICK * /s/ LAWRENCE A. LAUDICK *
Ronald E. Musick Lawrence A. Laudick
Executive Vice President, Vice President, General
Director Controller and Assistant
Secretary
/s/ W. CLAY HAMNER * /s/ ERNEST S. HAYECK *
W. Clay Hamner Ernest S. Hayeck
Director Director
/s/ JANET HILL * /s/ THOMAS F. KELLER *
Janet Hill Thomas F. Keller
Director Director
/s/ FIELDEN B. NUTTER, SR. * /s/ JAMES V. PICKETT *
Fielden B. Nutter, Sr. James V. Pickett
Director Director
/s/ FREDERICK R. REED* /s/ THEKLA R. SHACKELFORD *
Frederick R. Reed Thekla R. Shackelford
Director Director
* By: /s/ JOHN K. CASEY
John K. Casey
Attorney-in-Fact
Dated: March 2, 1995
The Plans. Pursuant to the requirements of the
Securities Act of 1933, the persons administering the Plans have
caused this Registration Statement on Form S-8 to be signed on
their behalf by the undersigned, thereunto duly authorized, in the
City of Dublin, State of Ohio, on the 2 day of March, 1995.
Wendy's International, Inc.
By:/s/ JOHN K. CASEY
Print Name: John K. Casey
Its: Vice Chairman, Chief
Financial Officer and
Director
EXHIBIT INDEX
Exhibit
No. Exhibit Description Location
4(a) Articles of Incorporation Incorporated herein by
of Registrant, as amended reference to Exhibit 3(a)
of Form 10-K for the fiscal
year ended January 2, 1993
(File No. 1-8116).
4(b) Regulations of Registrant, Incorporated herein by
as amended reference to Exhibit 3(b)
of Form 10-K for the fiscal
year ended January 2, 1993
(File No. 1-8116).
4(c) Preferred Stock Purchase Incorporated herein by
Rights Agreement Between reference to Form 8-A
the Registrant and Morgan Registration Statement
Shareholders Services Trust (File No. 1-8116).
Company.
4(d) Indenture Between the Incorporated herein by
Registrant and The reference to Form S-3
Huntington National Bank Registration Statement
Pertaining to 7% convert- (File No. 33-39525).
ible subordinated deben-
tures due 2006.
5 IRS Determination Letter Page 13.
23 Consent of Coopers & Page 15.
Lybrand, Independent
Accountants
24 Powers of Attorney Pages 16 through 30.
Department of the Treasury
Internal Revenue Service
P. O. Box 2508 In reply refer to: 31015012
CINCINNATI OH 45201-0000 MAY 12, 1986 LTR 835C
31-0785108P Y
02926
WENDYS INTERNATIONAL INC
% ANTHONY C. CIRIACO
PO BOX 1008 52 EAST GAY STREET
COLUMBUS OH 43216
District Office Code and
Case Serial Number: 315262056 EP
Name of Plan: Profit Sharing & Savings Plan
=
Application Form: 5301
Employer Identification Number: 31-0785108
Plan Number: 001
File Number: 310012360
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your application identified above. Please keep
this letter in your permanent records.
Continued qualification of the plan will depend on its effect in
operation under its present form. (See section 1.401-1(b)(3) of
the Income Tax Regulations.) The status of the plan in operation
will be reviewed periodically.
The enclosed document describes some events that could occur after
your receive this letter that would automatically nullify it
without specific notice from us. The document also explains how
operation of the plan may affect a favorable determination letter,
and contains information about filing requirements.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the
effect of other Federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your or your representative's letter dated
Apr. 01, 1986. The proposed amendments should be adopted on or
before the date prescribed by the regulations under Code section
401(b).
All correspondence should be sent to the address on the front of
this letter.
If you have any questions, please contact D. Mecili at 513-684-
2337.
Department of the Treasury
Internal Revenue Service 31015012
May 12, 1986 LTR 835C
31-0785108P Y
02927
WENDYS INTERNATIONAL INC
% ANTHONY C CIRIACO
PO BOX 1008 52 EAST GAY STREET
Columbus OH 43216
Sincerely yours,
/s/ JAMES J. RYAN
James J. Ryan
District Director
Enclosure(s):
Pub. 794
OPWBP 515
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Wendy's International, Inc. on Form S-8 of our report
dated February 22, 1994 on our audits of the consolidated financial
statements and financial statements schedules of Wendy's
International, Inc. and Subsidiaries as of January 2, 1994 and
January 3, 1993, and for the years ended January 2, 1994,
January 3, 1993 and December 29, 1991, which report is incorporated
by reference in Wendy's International, Inc.'s Annual Report on Form
10-K for the fiscal year ended January 2, 1994.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
March 1, 1995
EXHIBIT 24
POWER OF ATTORNEY
I, John K. Casey, Vice Chairman, Chief Financial Officer and
Director of Wendy's International, Inc. (the "Company"), do hereby
constitute and appoint Lawrence E. Schauf and Lawrence A. Laudick
my true and lawful attorneys and agents, each with full power of
substitution, to do any and all acts and things in my name and on
my behalf in my capacity as such director and/or officer of the
Company and to execute any and all instruments for me and in my
name in such capacity, which said attorneys or agents, or any of
them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of a Registration
Statement on Form S-8 relating to the Wendy's International, Inc.
Profit Sharing and Savings Plan, including specifically but without
limitation, power and authority to sign for me in my name in such
capacity as a director and/or officer for the Company, any and all
amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that
said attorneys and agents, or their substitute or substitutes, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ John K. Casey
John K. Casey
POWER OF ATTORNEY
I, R. David Thomas, Senior Chairman of the Board and Director
of Wendy's International, Inc. (the "Company"), do hereby
constitute and appoint John K. Casey, Lawrence E. Schauf and
Lawrence A. Laudick my true and lawful attorneys and agents, each
with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or
officer of the Company and to execute any and all instruments for
me and in my name in such capacity, which said attorneys or agents,
or any of them, may deem necessary or advisable to enable the
Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8 relating to the Wendy's
International, Inc. Profit Sharing and Savings Plan, including
specifically but without limitation, power and authority to sign
for me in my name in such capacity as a director and/or officer for
the Company, any and all amendments (including post-effective
amendments) to such Registration Statement; and I do hereby ratify
and confirm all that said attorneys and agents, or their substitute
or substitutes, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ R. David Thomas
R. David Thomas
POWER OF ATTORNEY
I, James W. Near, Chairman of the Board and Director of
Wendy's International, Inc. (the "Company"), do hereby constitute
and appoint John K. Casey, Lawrence E. Schauf and Lawrence A.
Laudick my true and lawful attorneys and agents, each with full
power of substitution, to do any and all acts and things in my name
and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all instruments for me and in
my name in such capacity, which said attorneys or agents, or any
of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of a Registration
Statement on Form S-8 relating to the Wendy's International, Inc.
Profit Sharing and Savings Plan, including specifically but without
limitation, power and authority to sign for me in my name in such
capacity as a director and/or officer for the Company, any and all
amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that
said attorneys and agents, or their substitute or substitutes, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ James W. Near
James W. Near
POWER OF ATTORNEY
I, Gordon F. Teter, President, Chief Executive Officer, Chief
Operating Officer and Director of Wendy's International, Inc. (the
"Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Gordon F. Teter
Gordon F. Teter
POWER OF ATTORNEY
I, Ronald E. Musick, Executive Vice President and Director of
Wendy's International, Inc. (the "Company"), do hereby constitute
and appoint John K. Casey, Lawrence E. Schauf and Lawrence A.
Laudick my true and lawful attorneys and agents, each with full
power of substitution, to do any and all acts and things in my name
and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all instruments for me and in
my name in such capacity, which said attorneys or agents, or any
of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of a Registration
Statement on Form S-8 relating to the Wendy's International, Inc.
Profit Sharing and Savings Plan, including specifically but without
limitation, power and authority to sign for me in my name in such
capacity as a director and/or officer for the Company, any and all
amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that
said attorneys and agents, or their substitute or substitutes, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Ronald E. Musick
Ronald E. Musick
POWER OF ATTORNEY
I, Lawrence A. Laudick, Vice President, General Controller and
Assistant Secretary of Wendy's International, Inc. (the "Company"),
do hereby constitute and appoint John K. Casey and Lawrence E.
Schauf my true and lawful attorneys and agents, each with full
power of substitution, to do any and all acts and things in my name
and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all instruments for me and in
my name in such capacity, which said attorneys or agents, or any
of them, may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of a Registration
Statement on Form S-8 relating to the Wendy's International, Inc.
Profit Sharing and Savings Plan, including specifically but without
limitation, power and authority to sign for me in my name in such
capacity as a director and/or officer for the Company, any and all
amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that
said attorneys and agents, or their substitute or substitutes, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Lawrence A. Laudick
Lawrence A. Laudick
POWER OF ATTORNEY
I, W. Clay Hamner, Director of Wendy's International, Inc.
(the "Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ W. Clay Hamner
W. Clay Hamner
POWER OF ATTORNEY
I, Ernest S. Hayeck, Director of Wendy's International, Inc.
(the "Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Ernest S. Hayeck
Ernest S. Hayeck
POWER OF ATTORNEY
I, Janet Hill, Director of Wendy's International, Inc. (the
"Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Janet Hill
Janet Hill
POWER OF ATTORNEY
I, Thomas F. Keller, Director of Wendy's International, Inc.
(the "Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Thomas F. Keller
Thomas F. Keller
POWER OF ATTORNEY
I, Fielden B. Nutter, Sr., Director of Wendy's International,
Inc. (the "Company"), do hereby constitute and appoint John K.
Casey, Lawrence E. Schauf and Lawrence A. Laudick my true and
lawful attorneys and agents, each with full power of substitution,
to do any and all acts and things in my name and on my behalf in
my capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Fielden B. Nutter, Sr.
Fielden B. Nutter, Sr.
POWER OF ATTORNEY
I, James V. Pickett, Director of Wendy's International, Inc.
(the "Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ James V. Pickett
James V. Pickett
POWER OF ATTORNEY
I, Frederick R. Reed, Director of Wendy's International, Inc.
(the "Company"), do hereby constitute and appoint John K. Casey,
Lawrence E. Schauf and Lawrence A. Laudick my true and lawful
attorneys and agents, each with full power of substitution, to do
any and all acts and things in my name and on my behalf in my
capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of March, 1995.
/s/ Frederick R. Reed
Frederick R. Reed
POWER OF ATTORNEY
I, Thekla R. Shackelford, Director of Wendy's International,
Inc. (the "Company"), do hereby constitute and appoint John K.
Casey, Lawrence E. Schauf and Lawrence A. Laudick my true and
lawful attorneys and agents, each with full power of substitution,
to do any and all acts and things in my name and on my behalf in
my capacity as such director and/or officer of the Company and to
execute any and all instruments for me and in my name in such
capacity, which said attorneys or agents, or any of them, may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the filing of a Registration Statement on Form S-8
relating to the Wendy's International, Inc. Profit Sharing and
Savings Plan, including specifically but without limitation, power
and authority to sign for me in my name in such capacity as a
director and/or officer for the Company, any and all amendments
(including post-effective amendments) to such Registration
Statement; and I do hereby ratify and confirm all that said
attorneys and agents, or their substitute or substitutes, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
____ day of February, 1995.
/s/ Thekla R. Shackelford
Thekla R. Shackelford
