<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
WENDY'S FINANCING I WENDY'S INTERNATIONAL, INC.
(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its charter)
DELAWARE OHIO
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
31-6538061 31-0785108
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
4288 West Dublin-Granville Rd. 4288 West Dublin-Granville Rd.
Dublin, Ohio 43017 Dublin, Ohio 43017
(Address and telephone number (Address and telephone number
of principal executive offices) of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Trust Preferred Securities New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The class of securities hereby registered is the $______ Term
Convertible Securities, Series A (the "Trust Preferred Securities"),
representing preferred undivided beneficial interests in the assets of Wendy's
Financing I, a statutory business trust created under the laws of the State of
Delaware (the "Trust").
For a description of the Trust Preferred Securities, reference is made
to the information set forth under the headings "The Trusts", "Description of
Trust Preferred Securities" and "Description of Trust Preferred Securities
Guarantees" in the Prospectus contained in the Registration Statement on Form
S-3 (Registration No. 333-09931) filed with the Securities and Exchange
Commission (the "Commission") on August 9, 1996, and information contained under
the headings "Description of the TECONS", "Description of the Guarantee" and
"Description of the Convertible Debentures" in a Prospectus Supplement relating
to the Trust Preferred Securities filed by the Registrant pursuant to Rule
424(b) under the Securities Act of 1933, as amended, on September 3, 1996. The
information contained in the foregoing Registration Statement, Prospectus and
Prospectus Supplement are incorporated by reference into this Registration
Statement on Form 8-A.
ITEM 2. EXHIBITS.
Form of Indenture for Subordinated Debt Securities between Wendy's
International, Inc. and NBD Bank, as Trustee (incorporated by reference
to Exhibit 4(b) to Amendment No. 1 to the Wendy's International, Inc.
Registration Statement on Form S-3 (file No. 333-09931)).
Certificate of Trust of Wendy's Financing I (incorporated by reference
to Exhibit 4(d) to the Wendy's International, Inc. Registration
Statement on Form S-3 (Registration No. 333-09931)).
Form of Amended and Restated Declaration of Trust of Wendy's Financing
I (incorporated by reference to Exhibit 4(f)(i) to Amendment No. 1 to
the Wendy's International, Inc. Registration Statement on Form S-3
(File No. 333-09931)).
Form of Trust Preferred Security (included as Exhibit A-1 of the Form
of Amended and Restated Declaration of Trust of Wendy's Financing I).
Form of Supplemental Indenture to be used in connection with the
issuance of Subordinated Debt Securities and Trust Preferred Securities
(incorporated by reference to Exhibit 4(g) to Amendment No. 1 to the
Wendy's International, Inc. Registration Statement on Form S-3
(Registration 333-09931)).
Form of Preferred Securities Guarantee for the benefit of the holders
of Trust Preferred Securities of Wendy's Financing I (incorporated by
reference to Exhibit 4(h)(i) to Amendment No. 1 to the Wendy's
International, Inc. Registration Statement on Form S-3 (Registration
No. 333-09931)).
- 2 -
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
(Registrant) Wendy's Financing I
By: Wendy's International, Inc., as Sponsor
By: /s/ JOHN K. CASEY
---------------------------
Name: John K. Casey
Title: Vice Chairman & Chief Financial
Officer
(Registrant) Wendy's International, Inc.
By: Wendy's International, Inc., as Sponsor
By: /s/ JOHN K. CASEY
---------------------------
Name: John K. Casey
Title: Vice Chairman & Chief Financial
Officer
- 3 -
