SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File number 33-________
A. Full title of the plan and the address of the
plan, if different from that of the issuer named below:
Wendy's International, Inc. Profit Sharing and Savings Plan
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Wendy's International, Inc.
P.O. Box 256
4288 West Dublin-Granville Road
Dublin, Ohio 43017
REQUIRED INFORMATION
The following financial statements and schedule for the
Wendy's International, Inc. Profit Sharing and Savings Plan are
being filed herewith:
Description Page No.
Report of Independent Public Accountants Page 5
Statements of Net Assets Available for Plan Page 6
Benefits as of December 31, 1993 and 1992
Statement of Changes in Net Assets Available Page 7
for Plan Benefits for the years ended
December 31, 1993 and 1992
Notes to Financial Statements and Schedule Page 8
for the years ended December 31, 1993 and 1992 through
Page 11
Schedule of Assets Held for Investment Purposes Page 12
December 31, 1993
Schedule of Master Trust Assets Held for Investment Page 13
Purposes December 31, 1993
Schedule of Reportable Transactions For the Year Page 14
Ended December 31, 1993
Schedule of Master Trust Reportable Transactions Page 15
For the Year Ended December 31, 1993 through
Page 17
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
23 Consent of Independent Public Page 19
Accountants
SIGNATURES
The Plans. Pursuant to the requirements of the
Securities Exchange Act of 1934, the persons administering the
Plans have caused this annual report to be signed on their behalf
by the undersigned, thereunto duly authorized, in the City of
Dublin, State of Ohio, on the 2nd 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
WENDY'S INTERNATIONAL, INC.
PROFIT SHARING AND SAVINGS PLAN
REPORT ON AUDIT OF FINANCIAL STATEMENTS
for the years ended December 31, 1993 and 1992
INDEX OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
Pages
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available
for Benefits as of December 31, 3
1993 and 1992
Statement of Changes in Net
Assets Available for Benefits for
the years ended
December 31, 1993 and 1992 4
Notes to Financial Statements 5 - 8
Supplemental Schedules:
Item 27a - Part I - Schedule of
Assets Held for Investment Purposes 9
Item 27a - Part I - Schedule of
Master Trust Assets Held for
Investment Purposes 10
Item 27d - Schedule of Reportable
Transactions 11
Item 27d - Schedule of Master
Trust Reportable Transactions 12 - 14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Committee
Wendy's International, Inc. Profit Sharing and Savings Plan
Dublin, Ohio
We have audited the accompanying statement of net assets
available for benefits of the Wendy's International, Inc.
Profit Sharing and Savings Plan as of December 31, 1993 and
1992, and the related statement of changes in net assets
available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1993
and 1992, and the changes in net assets available for
benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedules of assets held for investment
purposes, master trust assets held for investment purposes,
reportable transactions and master trust reportable
transactions are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974. The supplemental schedules have been subjected
to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.
Columbus, Ohio
July 8, 1994
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and 1992
<TABLE>
<CAPTION>
ASSETS: 1993 1992
<S> <C> <C>
Employer contributions $ 1,500,000 $ 1,300,000
receivable
Investment in master trust 17,093,819 16,101,194
Interest receivable - 762
Total assets 18,593,819 17,401,956
LIABILITIES:
Accrued 10,151 1,103
administrative/trustee fees
Accrued benefit payments - 542,677
Total liabilities 10,151 543,780
Net assets available for $18,583,668 $16,858,176
benefits
</TABLE>
The accompanying notes are an integral part of the financial
statements.
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the years ended December 31, 1993 and 1992
<TABLE>
<CAPTION>
Additions:
1993 1992
<S> <C> <C>
Employer contributions $ 1,500,000 $ 1,300,000
Net earnings from master 1,027,674 944,753
trust
Interest and dividend 1,447 23,339
income
2,529,121 2,268,092
Deductions:
Administrative and trustee 20,933 4,872
fees
Benefit payments 782,696 2,333,675
803,629 2,338,547
Net appreciation in fair
value of investments - 17,608
Net additions (deductions) 1,725,492 (52,847)
Net assets available for
benefits at beginning 16,858,176 16,911,023
of year
Net assets available for
benefits at end of year $18,583,668 $16,858,176
</TABLE>
The accompanying notes are an integral part of the financial
statements.
NOTES TO FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Wendy's International, Inc.
Profit Sharing Plan (the Plan) are maintained on the accrual
basis.
The plan presents in the Statement of Changes in Net Assets
the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a noncontributory defined contribution plan
which covers all eligible management and administrative
employees of Wendy's International, Inc. (the Company) and
certain subsidiaries which have adopted the Plan. Company
contributions to the Plan are discretionary. The vesting
formula provides for full vesting after five years of
service. Nonvested amounts for terminated employees are
reallocated to the remaining Plan participants.
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and terminate the Plan subject to
the provisions of Employee Retirement Income Security Act of
1974 (ERISA). In the event of a termination of the Plan,
participants will become fully vested in their accounts.
The net assets of the Plan as of the date of termination
would be distributed to the participants based on their
adjusted balances as of that date.
Information regarding the vesting, benefit and forfeiture
provisions of the Plan is available in the Summary Plan
Description of the Wendy's International, Inc. Profit
Sharing Plan.
NOTES TO FINANCIAL STATEMENTS
NOTE C - MASTER TRUST
The master trust is used to invest certain assets of the
Plan and certain assets of the Company's other defined
contribution plan, the Wendy's International, Inc. Crew
Incentive Profit Sharing Plan. Each plan's trust accounting
is maintained separately; the value is a percentage of the
master trust. Plan activities, such as contributions and
benefit payments, are posted to the individual plan's trust
accounting.
Earnings of the master trust are allocated between the plans
based on a weighted average of assets related to each plan.
Net earnings allocated from the master trust to the Plan for
the years ended December 31, 1993 and 1992 reflected in the
Statement of Changes in Net Assets Available for Benefits,
were as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Interest and dividends $ 956,227 $ 960,791
Net appreciation in fair 97,369 21,975
value of securities
Administrative expenses (25,922) (38,013)
$ 1,027,674 $ 944,753
Total net earnings for the master trust for the years ended
December 31, 1993 and 1992 were as follows:
1993 1992
Interest and dividends $ 982,225 $ 989,538
Net appreciation in fair 97,172 22,249
value of securities
Administrative expenses (26,577) (39,159)
$1,052,820 $ 972,628
</TABLE>
NOTES TO FINANCIAL STATEMENTS
Net assets held in the master trust at December 31, 1993 and
1992 were as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Cash and cash equivalents
at market value:
Cash $ - $ (930)
Wachovia Certificate of 4,759,000 -
Deposit Fund
Wachovia Short-Term 1,233,098 -
Investment Fund
Comerica Short-Term Fund - 5,142,183
Series B 5,992,098 5,141,253
Marketable securities at
market value:
MetLife 5.70% Guaranteed
Investment Contract 5,776,251 -
Wellington Trust Company
High Grade 5,729,043 5,676,209
Intermediate Bond
MetLife 5.40% Guaranteed
Investment Contract - 5,661,069
11,505,294 11,337,278
Interest receivable 30,638 117,245
Accrued administrative (6,359) (7,885)
expenses $17,521,671 $16,587,891
</TABLE>
Cash equivalents include short-term, highly liquid
investments with original term to maturity of one year or
less.
Marketable securities are stated at aggregate market value.
Securities which are traded on a national securities
exchange are valued at the last reported sales price on the
last business day of the year and investments traded in the
over-the-counter market are valued at the average of the
last reported bid and ask prices.
Investments in Guaranteed Investment Contracts are stated at
contract value.
Purchases and sales of investments are recorded on a trade
date basis, with sales of investments based on the specific
identification method.
Accounting policies discussed in Note A also apply to the
master trust.
NOTES TO FINANCIAL STATEMENTS
NOTE D - TRANSACTIONS WITH PARTIES-IN-INTEREST
During the year ended December 31, 1992, the Plan sold 6,581
common shares of the Company. Dividends of $353 were
received by the Plan for the year ended December 31, 1992.
The expenses of the Plan's prior and current trustees,
Comerica and Wachovia, and investment managers and any
expenses incurred with regard to the purchase or sale of
securities were borne by the Plan. In addition, the Plan
was charged for certain actuarial, administrative and
accounting services incurred during the year. Other
accounting, legal and administrative services were provided
by or paid for by the Company without charge to the Plan.
NOTE E - INCOME TAX STATUS
Prior to the Plan's amendment, the Internal Revenue Service
(IRS) had ruled that the Plan qualified under Section 401(a)
of the Internal Revenue Code. Accordingly, the Plan's trust
was not subject to tax under Section 501(c) of the Internal
Revenue Code. The company submitted an amended and restated
plan document to the IRS prior to June 30, 1994 in
anticipation of receiving a favorable determination letter.
NOTE F - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available
for benefits per the financial statements to Form 5500:
December 31,
1993
Net assets available
for benefits per $18,583,668
the financial
statements
Amounts allocated to
withdrawing (1,015,804)
participants
Net assets available
for benefits per $17,567,864
the Form 5500
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
EIN: 31-0785108
PN: 001
ITEM 27a-PART I-SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES
December 31, 1993
Identity of issue,
borrower, lessor, Description of Cost Current
or similar party Investment Value
None
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
EIN: 31-0785108
PN: 001
ITEM 27a-PART I-SCHEDULE OF MASTER TRUST
ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
<TABLE>
<CAPTION>
Identity of Current/Contract
issue, borrower, Description of Cost Value
lessor, or Investment
similar party
<S> <S> <C> <C>
Wachovia Certificate of $4,759,000 $4,759,000
Deposit Fund
Wachovia Short-Term $1,233,098 $1,233,098
Investment Fund
MetLife MetLife Guaranteed
Investment $5,776,251 $5,776,251
Contract; 5.70%
Wellington Trust High Grade
Company Intermediate $5,397,881 $5,729,043
Bond
</TABLE>
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
EIN: 31-0785108
PN: 001
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1993
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Current
Value
Identity of Description Purchase Selling Lease Expenses Cost of Asset on Net Gain
Party of Asset Price Price Rental Incurred of Transaction (Loss)
Involved Asset Date
Transactions in
excess of 5% of
plan assets:
None
</TABLE>
<TABLE>
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
EIN: 31-0785108
PN: 001
ITEM 27d-SCHEDULE OF MASTER TRUST
REPORTABLE TRANSACTIONS
For the year ended December 31, 1993
<CAPTION>
Current
Value
Identity of Description of Purchase Selling Lease Expenses Cost of of Asset on Net Gain
Party Involved Asset Price Price Rental Incurred Asset Transaction Date (Loss)
Transactions in
excess of 5% of
plan assets:
<S> <S> <C> <C> <C> <C> <C> <C>
Wachovia Certificate of
Deposit Fund;
47,590 units
purchased $4,759,000 $ - $ - $ - $4,759,000 $4,759,000 $ -
Wachovia Short-Term Investment
Fund; 9,144,985 units
purchased in 63
separate
transactions $9,144,985 $ - $ - $ - $9,144,985 $9,144,985 $ -
Wachovia Short-Term Investment
Fund; 7,911,887 units
sold in 46 separate
transactions $ - $7,911,887 $ - $ - $7,911,887 $7,911,887 $ -
</TABLE>
<TABLE>
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
EIN: 31-0785108
PN: 001
ITEM 27d-SCHEDULE OF MASTER TRUST
REPORTABLE TRANSACTIONS
For the year ended December 31, 1993
Current
Value
Identity of Description Purchase Selling Lease Expenses Cost of of Asset on Net Gain
Party of Asset Price Price Rental Incurred Asset Transaction (Loss)
Involved date
Transactions in
excess of 5% of
plan assets:
<S> <S> <C> <C> <C> <C> <C> <C>
Wellington
Trust Company High Grade
Intermediate
Bond; 392
units pur-
chased in
12 separate
transactions $444,464 $ - $ - $ - $444,464 $444,464 $ -
Wellington
Trust Company High Grade
Intermediate
Bond; 438
units sold in
2 separate
transactions $ - $488,800 $ - $ - $437,926 $488,800 $50,874
Comerica Short-Term
Fund Series
B; 16,917 units
purchased in 5
separate
transactions $ 16,917 $ - $ - $ - $ 16,917 $ 16,917 $ -
</TABLE>
<TABLE>
WENDY'S INTERNATIONAL, INC. PROFIT SHARING AND SAVINGS PLAN
EIN: 31-0785108
PN: 001
ITEM 27d-SCHEDULE OF MASTER TRUST
REPORTABLE TRANSACTIONS
For the year ended December 31, 1993
<CAPTION> Current
Value
Identity of Description Purchase Selling Lease Expense Cost of of Asset on Net Gain
Party of Price Price Rental Incurred Asset Transaction (Loss)
Involved Asset date
Transactions
in excess of
5% of plann
assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Comerica Short-Term Fund
Series B;
5,159,100 units
sold in 3 separate
transactions $ - $5,159,100 $ - $ - $5,159,100 $5,159,100 $ -
</TABLE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
23 Consent of Independent Public Page 19
Accountants
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 and in the
related Prospectus of our report dated July 8, 1994, with respect
to the financial statements and schedules of the Wendy's
International, Inc. Profit Sharing and Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31,
1993.
COOPERS & LYBRAND, L.L.P.
Columbus, Ohio
March 1, 1995
