<PAGE> 1
As filed with the Securities and Exchange Commission on July 27, 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 issuer as specified in its charter)
Ohio 31-0785108
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 256, 4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
Wendy's 1990 Stock Option Plan
------------------------------
(Full title of the plan)
Lawrence E. Schauf, Esq.
P.O. Box 256, 4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
---------------------------------------------
(Name and address of agent for service)
(614) 764-3100
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate offering Amount of
be registered registered per share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 4,500,000 (2) $ 17.82 $ 80,190,000.00 $ 27,652.00
<FN>
(1) Estimated solely for purposes of calculating the registration fee; based
upon the average of the high and low prices of Wendy's International, Inc.
Common Shares on the New York Stock Exchange on July 20, 1995.
(2) In addition, pursuant to Rule 416 this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein and any additional securities which
may become issuable pursuant to the anti-dilution provisions of the plan.
</TABLE>
(Page 1 of 26 pages; exhibit index on page 9)
<PAGE> 2
This Registration Statement relates to an amendment to the Wendy's
International, Inc. 1990 Stock Option Plan to increase the number of common
shares authorized to be issued thereunder from 8,000,000 to 12,500,000. The
contents of the Registrant's Registration Statement on Form S-8 with respect to
the 1990 Stock Option Plan, Registration No. 33-36602, filed with the
Securities and Exchange Commission on August 29, 1990, are hereby incorporated
by reference pursuant to Instruction E of Form S-8. Also pursuant to
Instruction E to Form S-8, the filing fee is being paid only with respect to
the 4,500,000 common shares not previously registered.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Registrant's Annual Report on Form 10-K for the year ended January
1, 1995, and all other reports filed with the Commission pursuant to the
requirements of Section 13(a) or Section 15(d) of the Exchange Act since that
date are hereby incorporated by reference, including the Registrant's Quarterly
Report on Form 10-Q for the quarter ended April 2, 1995.
The description of the Common Shares of Registrant contained in
Registrant's Registration Statement on Form S-3 (No. 33-28411) filed with the
Securities and Exchange Commission on May 1, 1989, is hereby incorporated by
reference.
The description of the Preferred Stock Purchase Rights of
Registrant contained in Registrant's Registration Statement on Form 8-A (No.
1-8116) filed with the Securities and Exchange Commission on August 18, 1988,
is hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all reports which may be filed
with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing such documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
As of July 14, 1995, members of Vorys, Sater, Seymour and Pease and
attorneys employed thereby, together with members of their immediate families,
owned an aggregate
2
<PAGE> 3
of 67,922 Common Shares of Registrant. Frederick R. Reed, a director of
Registrant, is a partner of Vorys, Sater, Seymour and Pease.
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, 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, 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, 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 that adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and
3
<PAGE> 4
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
with 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;
(d) By the court of common pleas or the court in which the
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
4
<PAGE> 5
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 do 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, 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 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,
5
<PAGE> 6
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 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, 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 New Regulations governs
indemnification by 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 an
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 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
6
<PAGE> 7
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, National Union
Insurance Company and CNA Insurance Companies 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.
Item 9. Undertakings.
-------------
Incorporated by reference from the Registrant's previous
registration statement on Form S-8, registration number 33-36602.
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 Dublin, State of Ohio, on July 27, 1995.
WENDY'S INTERNATIONAL, INC.
By: /s/ John K. Casey *
-----------------------
John K. Casey
Vice Chairman & Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of July, 1995.
Signature Title
--------- -----
/s/ R. David Thomas * Director, Senior Chairman of the Board
---------------------------
R. David Thomas
7
<PAGE> 8
<TABLE>
<S> <C>
/s/ James W. Near * Director, Chairman of the Board
- ---------------------------------
James W. Near
/s/ Gordon F. Teter * Director, President, Chief Executive Officer
- --------------------------------- & Chief Operating Officer
Gordon F. Teter
/s/ John K. Casey * Director, Vice Chairman & Chief
- --------------------------------- Financial Officer
John K. Casey
/s/ Ronald E. Musick * Director, Executive Vice President
- ---------------------------------
Ronald E. Musick
/s/ Lawrence A. Laudick * Chief Accounting Officer, General
- --------------------------------- Controller
Lawrence A. Laudick
/s/ W. Clay Hamner * Director
- ---------------------------------
W. Clay Hamner
/s/ Ernest S. Hayeck * Director
- ---------------------------------
Ernest S. Hayeck
/s/ Janet Hill * Director
- ---------------------------------
Janet Hill
/s/ Thomas F. Keller * Director
- ---------------------------------
Thomas F. Keller
/s/ Fielden B. Nutter, Sr. * Director
- ---------------------------------
Fielden B. Nutter, Sr.
/s/ James V. Pickett * Director
- ---------------------------------
James V. Pickett
/s/ Frederick R. Reed * Director
- ---------------------------------
Frederick R. Reed
/s/ Thekla R. Shackelford * Director
- ---------------------------------
Thekla R. Shackelford
Date
----
*By: /s/ Lawrence E. Schauf July 27, 1995
--------------------------------------
Lawrence E. Schauf
(Attorney-in-Fact)
</TABLE>
8
<PAGE> 9
EXHIBIT INDEX
-------------
<TABLE>
<S> <C> <C>
Exhibit No. Page
- ---------- ----
4(a)* Dividend Reinvestment and Incorporated herein by reference
Stock Purchase Plan from Form S-3 Registration
Statement, File No. 33-28411
4(b) Preferred Stock Purchase Rights Agreement Incorporated herein by reference
between the Registrant and Morgan Shareholder from Form 8-A Registration
Services Trust Company Statement, File No. 1-8116
5 Opinion of Vorys, Sater, Seymour and Pease as to 10 - 11
legality
23(a) Consent of Accountants 12
23(b) Consent of Vorys, Sater, Seymour and Pease
(included in Exhibit 5)
24 Powers of Attorney 13-26
</TABLE>
* Neither the Company nor its subsidiaries are party to any other instrument
with respect to long-term debt for which securities authorized thereunder
exceed 10 percent of the total assets of the Company and its subsidiaries on
a consolidated basis. Copies of instruments with respect to long-term debt
of lesser amounts will be furnished to the Commission upon request.
9
<PAGE> 1
EXHIBIT 5
VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street, Post Office Box 1008, Columbus Ohio 43216-1008
Telephone (614) 464-6400, Facsimile (614) 464-6350, Telex 341348,
Cable VORYSATER
Writer's Direct Dial Number
(614) 464-6400
July 27, 1995
Board of Directors
Wendy's International, Inc.
4288 W. Dublin-Granville Rd.
Box 256
Dublin, Ohio 43017
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
Wendy's International, Inc., an Ohio corporation (the "Company"), in
connection with the addition of 4,500,000 Common Shares (the "Shares") to the
Wendy's 1990 Stock Option Plan (the "Plan"), the granting of options to
purchase the Shares pursuant to the Plan and the sale of the Shares upon
exercise of options under the Plan.
We have collaborated in the preparation of the registration statement
on Form S-8 ("Registration Statement"), to be filed by the Company with the
Securities and Exchange Commission for the purpose of registering the Shares
under the Securities Act of 1933, as amended, for issuance under the Plan. In
connection therewith, we have examined, among other things, such records and
documents as we have deemed necessary to express the opinion hereinafter set
forth.
Based upon the foregoing, we are of the opinion that:
1. The Company is a duly organized and legally existing
corporation under the laws of the State of Ohio.
2. When options for the purchase of not more than 4,500,000 of the
Company's Common Shares have been granted to eligible employees under the Plan,
such options will be legally constituted and binding obligations of the Company
in accordance with their terms.
10
<PAGE> 2
Vorys, Sater, Seymour and Pease
Board of Directors
July 27, 1995
Page 2
3. When the Shares have been delivered by the Company upon the
exercise of options under the Plan against payment of the purchase price
therefor, as specified in the Registration Statement when it shall become
effective, said Shares will be validly issued and outstanding, fully paid and
nonassessable, assuming compliance with applicable federal and state
securities laws.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to us in the
prospectus included therein.
Very truly yours,
/s/ VORYS, SATER, SEYMOUR AND PEASE
VORYS, SATER, SEYMOUR AND PEASE
SEB/HRN
11
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form
S-8 of our report dated February 23, 1995, on our audits of the consolidated
financial statements and financial statement schedule of Wendy's International,
Inc.
COOPERS & LYBRAND L.L.P.
/s/ COOPERS & LYBRAND L.L.P.
Columbus, Ohio
July 27, 1995
12
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ R. David Thomas
------------------------------
R. David Thomas
13
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ James W. Near
-----------------------
James W. Near
14
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Gordon F. Teter
------------------------------
Gordon F. Teter
15
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ John K. Casey
-------------------------------
John K. Casey
16
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Ronald E. Musick
----------------------
Ronald E. Musick
17
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Lawrence A. Laudick
------------------------------
Lawrence A. Laudick
18
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ W. Clay Hamner
----------------------
W. Clay Hamner
19
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Ernest S. Hayeck
---------------------------
Ernest S. Hayeck
20
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Janet Hill
--------------------
Janet Hill
21
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 1995.
/s/ Thomas F. Keller
----------------------
Thomas F. Keller
22
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Fielden B. Nutter, Sr.
----------------------------------
Fielden B. Nutter, Sr.
23
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 17th day of July, 1995.
/s/ James V. Pickett
---------------------------
James V. Pickett
24
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 1995.
/s/ Frederick R. Reed
---------------------------
Frederick R. Reed
25
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's 1990 Stock
Option Plan, hereby constitutes and appoints John K. Casey and Lawrence E.
Schauf as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement, any and all amendments and documents related thereto, and to file
the same, and all exhibits thereto, and other documents relating thereto, with
the Securities and Exchange Commission, and grants unto each of said
attorneys-in-fact and substitute or substitutes full power and authority to do
each and every act and thing requested and necessary to be done in and about
the premises as fully to all intents and purposes as he or she might do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and substitute or substitutes may lawfully do and seek to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 27th day of July, 1995.
/s/ Thekla R. Shackelford
-------------------------------
Thekla R. Shackelford
26
