WENDYS INTERNATIONAL INC
SC 13D/A, 1996-06-19
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                  SCHEDULE 13D

                                    Under the
                             Securities Exchange Act
                                     of 1934

                               (Amendment No. _1_)

                           WENDY'S INTERNATIONAL, INC.
                                (Name of Issuer)

                        COMMON SHARES, WITHOUT PAR VALUE
                         (Title of Class of Securities)

                                   950590 10 9
                                 (CUSIP Number)

   RONALD V. JOYCE, 10 BLUE RIDGE MOUNTAIN ESTATES, CALGARY, ALBERTA, T2M 4N4
                            TELEPHONE: (403) 571-1400
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                    Copy to:

                       TORY TORY DESLAURIERS & BINNINGTON
                             Suite 3000, Aetna Tower
                                  P.O. Box 270
                             Toronto-Dominion Centre
                                Toronto, Ontario
                                     M5K 1N2

                      Attention: Gordon Coleman, Esq. Q.C.

                            Telephone: (416) 865-7334

                                December 29, 1995
             (Date of Event Which Requires Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the following
box / / .

         Check the following box if a fee is being paid with the statement / / .
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                                  SCHEDULE 13D

CUSIP NO.: 950590 10 9

  1.  NAME OF REPORTING PERSON: RONALD V. JOYCE
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
  2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (a)  /  /
          (b)  /  /
  3.  SEC USE ONLY
  4.  SOURCE OF FUNDS:  SC
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEM 2(d) OR 2(e)  /  /
  5.  CITIZENSHIP OR PLACE OF ORGANIZATION:  CANADIAN
  6.  SOLE VOTING POWER:  16,565,000
  7.  SHARED VOTING POWER:  --
  8.  SOLE DISPOSITIVE POWER:  16,565,000
  9.  SHARED DISPOSITIVE POWER: --
 10.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  16,565,000
 11.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES  /  /
 12.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): APPROXIMATELY 12.9%
 13.  TYPE OF REPORTING PERSON:  IN


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ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

      (a)  The Reporting Person beneficially owns and has a right to acquire
           16,450,000 Common Shares.

           The Reporting Person also beneficially owns 115,000 Common Shares.
           The aggregate number of Common Shares beneficially owned by the
           Reporting Person represents 12.9% of the outstanding Common Shares of
           the Company.

      (b)  The Reporting Person has the sole power to vote, direct the voting
           of, dispose of and direct the disposition of the Common Shares owned
           by him.

      (c)  The Reporting Person has not effected any transactions in the Common
           Shares during the past 60 days.

      (d)  The Reporting Person has the sole right to receive or the power to
           direct the receipt of dividends from, or the proceeds from the sale
           of, the Common Shares owned by him.

      (e)  Not applicable.



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

June 19, 1996

                                        /s/ Ronald V. Joyce
                                        --------------------------------------
                                        Ronald V. Joyce



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