<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1996
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)
<TABLE>
<CAPTION>
Ohio 31-0785108
- ------------------------------------------------ -------------------------------------------------
<S> <C>
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
P.O. Box 256, 4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
----------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
Wendy's WeShare Stock Option Plan
---------------------------------
(Full title of the plan)
Dana Klein, 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 600,000 (2) $17.50 $10,500,000.00 $3,621.00
<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 26, 1996.
(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. WeShare Stock Option Plan to increase the number of common
shares authorized to be issued thereunder from 4,000,000 to 4,600,000. The
contents of the Registrant's Registration Statement on Form S-8 with respect to
the WeShare Stock Option Plan, Registration No. 33-36603, 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 600,000
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 December
31, 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 March 31, 1996.
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 24, 1996, members of Vorys, Sater, Seymour and Pease
and attorneys employed thereby, together with members of their immediate
families, owned an aggregate of 72,338 Common Shares of Registrant. Frederick
R. Reed, a director of Registrant, is a partner of Vorys, Sater, Seymour and
Pease.
2
<PAGE> 3
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 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
<PAGE> 4
(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 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:
4
<PAGE> 5
(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,
5
<PAGE> 6
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 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.
6
<PAGE> 7
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 33-36603.
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 31, 1996.
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 31st day of July, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ R. David Thomas * Director, Senior Chairman of the Board
- ------------------------------------------------
R. David Thomas
/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
</TABLE>
7
<PAGE> 8
/s/ W. Clay Hamner * Director
- ------------------------------------------------
W. Clay Hamner
/s/ Ernest S. Hayeck * Director
- ------------------------------------------------
Ernest S. Hayeck
/s/ Janet Hill * Director
- ------------------------------------------------
Janet Hill
/s/ Ronald V. Joyce * Director
- ------------------------------------------------
Ronald V. Joyce
/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/ Dana Klein July 31, 1996
---------------------------------------------
Dana Klein
(Attorney-in-Fact)
8
<PAGE> 9
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
4(a)* Indenture between the Company and Incorporated herein by reference
The Huntington National Bank pertaining to 7% from Form S-3 Registration
debentures and 6.35% notes due December 15, 2025 Statement, File No. 33-57101
and December 15, 2005, respectively
4(b) Preferred Stock Purchase Rights Agreement between Incorporated herein by reference
the Registrant and Morgan Shareholder Services from Form 8-A Registration
Trust Company Statement, File No. 1-8116
4(c) Amendment, dated as of December 29, 1995, to the Incorporated herein by reference
Rights Agreement, dated as of August 10, 1988, from Amendment No. 1 to Form 8-A/A
between the Company and American Stock Transfer Registration Statement, File
and Trust Company, as successor to Morgan No. 1-8116
Shareholder Services Trust Company
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
<FN>
* 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.
</TABLE>
9
<PAGE> 1
EXHIBIT 5.1
[Vorys, Sater, Seymour and Pease Letterhead]
July 31, 1996
Board of Directors
Wendy's International, Inc.
4288 West Dublin Granville Road
Columbus, 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 issuance and sale by the Company of up to 600,000 of its
common shares, without par value (the "Common Shares"), pursuant to the WeShare
Stock Option Plan (the "Plan").
We have examined, among other things, the Registration
Statement on Form S-8 (the "Registration Statement") as proposed to be filed by
the Company with the Securities and Exchange Commission for the registration of
the sale of such Common Shares under the Securities Act of 1933, as amended, and
such records and documents as we have deemed necessary in order to express the
opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the
Company is a duly incorporated and legally existing corporation under the laws
of the State of Ohio. We are also of the opinion, based upon the foregoing and
assuming compliance with applicable federal and state securities laws, that when
the Common Shares to be issued and sold by the Company have been delivered by
the Company against payment of the purchase price therefor, as specified in the
Plan, said Common Shares will be validly issued and outstanding, fully paid and
non-assessable.
10
<PAGE> 2
We hereby consent to the reference to our firm under the
caption "Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
/s/ VORYS, SATER, SEYMOUR AND PEASE
11
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Wendy's International, Inc. on Form S-8 of our report dated
February 22, 1996 on our audits of the consolidated financial statements and
financial statement schedule of Wendy's International, Inc. as of December 31,
1995 and January 1, 1995 and for the years ended December 31, 1995, January 1,
1995 and January 2, 1994, which report is included in Wendy's International,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
/s/ COOPERS & LYBRAND L.L.P.
Columbus, Ohio
July 31, 1996
12
<PAGE> 1
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st of July, 1996.
/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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/s/ Gordon F. Teter
-------------------------------------
Gordon F. Teter
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/s/ John K. Casey
------------------------------------
John K. Casey
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/s/ Ronald E. Musick
----------------------------------
Ronald E. Musick
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/s/ Lawrence A. Laudick
------------------------------------
Lawrence A. Laudick
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/s/ W. Clay Hamner
------------------------------------
W. Clay Hamner
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 25th day of July, 1996.
/s/ Ernest S. Hayeck
-----------------------------------
Ernest S. Hayeck
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 25th day of July, 1996.
/s/ Janet Hill
-----------------------------------
Janet Hill
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 26th day of July, 1996.
/s/ Ronald V. Joyce
------------------------------------
Ronald V. Joyce
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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 23rd day of July, 1996.
/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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 23rd day of July, 1996.
/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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 24th day of July, 1996.
/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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/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 WeShare
Stock Option Plan, hereby constitutes and appoints John K. Casey and Dana Klein
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 31st day of July, 1996.
/s/ Thekla R. Shackelford
-----------------------------------
Thekla R. Shackelford
26
