<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1996
-------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------- -------------------
Commission File Number 1-8116
------
WENDY'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 31-0785108
- ------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio 43017-0256
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 614-764-3100
------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
----- -----
Indicate the number of shares outstanding in each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 5, 1996
- -------------------------------- -----------------------------
Common shares, $.10 stated value 128,804,000 shares
Exhibit index on page 15.
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<PAGE> 2
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
PART I: Financial Information
Item 1. Financial Statements:
Consolidated Statement of Income for the quarters
and year-to-date periods ended
June 30, 1996, and July 2, 1995 3 - 4
Consolidated Balance Sheet as of June 30, 1996
and December 31, 1995 5 - 6
Consolidated Statement of Cash Flows for the
year-to-date periods ended June 30, 1996, and July 2, 1995 7
Notes to the Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9 - 11
PART II: Other Information
Item 1 12
Item 4 13
Item 6 13
Signature 14
Index to Exhibits 15
Exhibit 10(a) - Deferred Compensation Agreement between the company
and R. David Thomas 16 - 21
Exhibit 10(b) - Deferred Compensation Agreement between the company
and James W. Near 22 - 27
Exhibit 11 - Computation of Net Income Per Share 28 - 29
</TABLE>
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<PAGE> 3
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
(In thousands except per share data)
QUARTER ENDED QUARTER ENDED
JUNE 30 JULY 2
1996 1995
--------- ---------
<S> <C> <C>
REVENUES
Retail sales ................. $ 400,775 $ 368,588
Franchise revenues ........... 91,136 68,782
--------- ---------
491,911 437,370
--------- ---------
COSTS AND EXPENSES
Cost of sales ................ 249,104 221,973
Company restaurant operating
costs ...................... 94,612 85,356
Operating costs .............. 12,258 14,051
General and administrative
expenses ................... 32,089 32,509
Depreciation and amortization
of property and equipment .. 22,277 19,747
Other expenses (income) ...... (144) (566)
Special charges .............. -- 9,308
Interest, net ................ 1,546 2,593
--------- ---------
411,742 384,971
--------- ---------
INCOME BEFORE INCOME TAXES ..... 80,169 52,399
INCOME TAXES ................... 30,865 12,360
--------- ---------
NET INCOME ..................... $ 49,304 $ 40,039
========= =========
PRIMARY EARNINGS PER SHARE ..... $ .38 $ .33
========= =========
FULLY DILUTED EARNINGS PER SHARE $ .38 $ .32
========= =========
DIVIDENDS PER SHARE ............ $ .06 $ .06
========= =========
PRIMARY SHARES ................. 129,548 121,428
========= =========
FULLY DILUTED SHARES ........... 131,109 129,616
========= =========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
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<PAGE> 4
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
(In thousands except per share data)
YEAR-TO-DATE ENDED YEAR-TO-DATE ENDED
JUNE 30 JULY 2
1996 1995
--------- ---------
<S> <C> <C>
REVENUES
Retail sales ................. $ 749,503 $ 713,472
Franchise revenues ........... 152,291 121,906
--------- ---------
901,794 835,378
--------- ---------
COSTS AND EXPENSES
Cost of sales ................ 468,944 432,209
Company restaurant operating
costs ...................... 184,217 171,818
Operating costs .............. 24,732 27,422
General and administrative
expenses ................... 64,819 66,057
Depreciation and amortization
of property and equipment .. 43,628 39,012
Other expenses (income) ...... (614) 30
Special charges .............. -- 16,187
Interest, net ................ 4,266 5,769
--------- ---------
789,992 758,504
--------- ---------
INCOME BEFORE INCOME TAXES ..... 111,802 76,874
INCOME TAXES ................... 43,044 21,199
--------- ---------
NET INCOME ..................... $ 68,758 $ 55,675
========= =========
PRIMARY EARNINGS PER SHARE ..... $ .54 $ .46
========= =========
FULLY DILUTED EARNINGS PER SHARE $ .53 $ .45
========= =========
DIVIDENDS PER SHARE ............ $ .12 $ .12
========= =========
PRIMARY SHARES ................. 126,370 121,150
========= =========
FULLY DILUTED SHARES ........... 131,188 129,371
========= =========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
- 4 -
<PAGE> 5
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(In thousands)
JUNE 30 DECEMBER 31
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....... $ 80,163 $ 206,127
Short-term investments, at market 7,146 7,682
Accounts receivable, net ........ 52,373 49,555
Notes receivable, net ........... 11,261 12,272
Deferred income taxes ........... 18,027 18,389
Inventories and other ........... 33,189 27,254
----------- -----------
202,159 321,279
----------- -----------
PROPERTY AND EQUIPMENT, AT COST ... 1,581,272 1,527,568
Accumulated depreciation and
amortization .................. (523,215) (520,824)
----------- -----------
1,058,057 1,006,744
COST IN EXCESS OF NET ASSETS
ACQUIRED, NET ................... 52,334 42,927
DEFERRED INCOME TAXES ............. 18,936 19,233
OTHER ASSETS ...................... 133,085 118,978
----------- -----------
$ 1,464,571 $ 1,509,161
=========== ===========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
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<PAGE> 6
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(In thousands)
JUNE 30 DECEMBER 31
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts and drafts payable .......... $ 83,440 $ 108,182
Accrued expenses:
Salaries and wages ................ 14,663 23,158
Taxes ............................. 18,646 20,828
Insurance ......................... 28,616 29,320
Other ............................. 19,981 24,207
Income taxes ......................... 24,761 (2,516)
Due to officer ....................... -- 63,221
Current portion of long-term
obligations ......................... 6,202 29,469
----------- -----------
196,309 295,869
----------- -----------
LONG-TERM OBLIGATIONS
Term debt ............................ 197,013 297,029
Capital leases ....................... 36,961 40,200
----------- -----------
233,974 337,229
----------- -----------
DEFERRED INCOME TAXES .................. 47,742 47,853
OTHER LONG-TERM LIABILITIES ............ 10,685 9,431
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock,
Authorized: 250,000 shares
Common stock, $.10 stated value
Authorized: 200,000,000 shares
Issued: 112,471,000 and
103,993,000 shares, respectively ... 11,247 10,399
Capital in excess of stated value .... 302,160 199,804
Retained earnings .................... 668,125 614,799
Unrealized loss on investments ....... (1,452) (1,504)
Translation adjustments .............. (2,507) (3,007)
----------- -----------
977,573 820,491
Treasury stock at cost: 129,000 shares (1,712) (1,712)
----------- -----------
975,861 818,779
----------- -----------
$ 1,464,571 $ 1,509,161
=========== ===========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
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<PAGE> 7
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
YEAR-TO-DATE ENDED YEAR-TO-DATE ENDED
JUNE 30 JULY 2
1996 1995
--------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING
ACTIVITIES ............................... $ 85,850 $ 86,784
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from asset dispositions ......... 52,744 21,479
Capital expenditures ..................... (131,633) (91,919)
Acquisition of franchises ................ (31,505) (38,353)
Proceeds from marketable securities ...... -- 15,292
Other investing activities ............... 232 (1,626)
--------- ---------
Net cash used in investing activities (110,162) (95,127)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ... 3,319 4,221
Principal payments on long-term
obligations ............................ (26,317) (53,640)
Dividends paid ........................... (15,433) (12,235)
(Payment) loan due officer, net .......... (63,221) 7,383
--------- ---------
Net cash used in financing activities (101,652) (54,271)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS ...... (125,964) (62,614)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD ................................... 206,127 119,639
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . $ 80,163 $ 57,025
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid .......................... $ 17,318 $ 13,131
Interest received ...................... 6,747 5,632
Income taxes paid ...................... 12,171 15,592
Debt converted to stock ................ 99,915 25
Acquisition of franchises:
Fair value of assets acquired, net ..... 31,505 39,898
Cash paid .............................. 31,505 38,353
Liabilities assumed .................... -- 1,850
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
- 7 -
<PAGE> 8
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. MANAGEMENT'S STATEMENT
In the opinion of management the accompanying unaudited financial
statements contain all adjustments (all of which are normal and recurring
in nature except for the income tax valuation allowance in 1995 as
discussed in note 3) necessary to present fairly the financial position of
Wendy's International, Inc. and Subsidiaries (the company) at June 30, 1996
and December 31, 1995 and the results of operations for the quarters and
year-to-date periods ended June 30, 1996 and July 2, 1995 and cash flows
for the year-to-date periods ended June 30, 1996 and July 2, 1995. The
Notes to the Consolidated Financial Statements which are contained in the
1995 Form 10-K should be read in conjunction with these Consolidated
Financial Statements.
NOTE 2. ACQUISITIONS AND DISPOSITIONS
In the first quarter of 1996 and 1995, 11 restaurants were franchised for a
net pretax gain of $4,200,000 and nine restaurants for a net pretax gain of
$657,000, respectively. During the second quarter of 1996 and 1995, the
company franchised 64 restaurants for a net pretax gain of $25,000,000 and
26 restaurants for a net pretax gain of $9,900,000, respectively.
In the first quarter of 1996, the company acquired 40 Roy Rogers
restaurants in the New York and New Jersey areas for conversion to Wendy's
restaurants. The purchase price was $17,800,000. In the first quarter of
1995, the company acquired its partners' share of two restaurants in
London, England. Total consideration in this transaction was $2,122,000 of
which $1,255,000 is payable after April 1, 1998.
During the second quarter of 1996, the company acquired 11 restaurants in
the Massachusetts market for approximately $11,000,000, and 41 restaurants
in the New York market for approximately $21,000,000. During the second
quarter of 1995, the company acquired 34 restaurants in the Little Rock
market for approximately $37,000,000.
NOTE 3. INCOME TAXES
Income taxes in the second quarter of 1995 reflect the benefit of a
reduction in the valuation allowance related to excess capital allowances
and net operating loss carryovers of a Canadian subsidiary of $6,600,000.
During the quarter a partnership agreement was executed between Wendy's and
Tim Hortons establishing "TIMWEN Partnership" for purposes of accelerating
the development of combination units of Wendy's and Tim Hortons in Canada.
The reduction in the valuation allowance reflects the recognition of all
remaining tax benefits pursuant to the success of the Canadian
reorganization and the profitability of Canadian operations.
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<PAGE> 9
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The company recorded net income of $49.3 million for the second quarter ended
June 30, 1996, versus $40.0 million for the second quarter ended July 2, 1995.
Net income for the year-to-date period was $68.8 million for 1996 compared with
$55.7 million for 1995. The 1995 results included an after-tax non-recurring
charge of $5.1 million ($.04 per share), and $8.9 million ($.07 per share) for
the second quarter and year to date, respectively. This charge represents the
profit sharing distribution of Hortons income (see Special Charges below).
RETAIL SALES
Retail sales increased 8.7% for the second quarter of 1996 compared with the
second quarter of 1995. This was primarily a result of an increase in
restaurants open, and a 2.2% increase in average domestic Wendy's net sales.
Year-to-date retail sales increased $36.0 million in 1996 compared with 1995
reflecting additional domestic and international restaurants open offset by a
.8% decrease in average Wendy's domestic net sales. Retail sales also increased
in both the quarter and year-to-date periods due to increased warehouse sales
for Hortons which reflect the growth of franchise restaurants, as well as,
increased average store sales. Selling prices increased .5% for Wendy's
company-operated domestic restaurants during the current year.
The improvement in average domestic net sales was a result of the value menu
strategy, such as the 5-piece Chicken Nuggets, the addition of the Spicy Chicken
sandwich to the permanent menu, solid restaurant operations, and effective
marketing campaigns. Additionally, average sales improved due to the impact of
two markets purchased with average sales substantially above the company
average.
Average net sales per domestic Wendy's restaurant for the quarters and
year-to-date periods ended June 30, 1996 and July 2, 1995 were as follows:
<TABLE>
<CAPTION>
%
Second Quarter Increase Year-to-Date %
1996 1995 (Decrease) 1996 1995 (Decrease)
-------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Company .............. $264,950 $259,150 2.2 $502,000 $505,900 (.8)
Franchise ............ 248,700 251,950 (1.3) 470,700 488,600 (3.7)
Total Domestic........ 253,350 254,050 (.3) 479,600 493,600 (2.8)
</TABLE>
The number of systemwide restaurants open as of June 30, 1996 and July 2, 1995
was as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Company ............................. 1,321 1,283
Franchise ........................... 3,457 3,220
----- -----
Total Wendy's........................ 4,778 4,503
===== =====
Total Hortons........................ 1,277 1,047
===== =====
</TABLE>
COST OF SALES AND RESTAURANT OPERATING COSTS
The domestic company operating margin decreased in the second quarter 1996 to
14.5% versus 16.7% for 1995. The operating margin decreased to 12.9% for the
year-to-date 1996 versus 15.4% in 1995. Cost of sales reflected increases in
restaurant labor due to inflation in the restaurant labor wage rate. Food costs
for chicken and tomatoes in both the quarter and year-to-date periods increased.
Restaurant operating costs increased, as a percent of retail sales, in both the
second quarter and year-to-date periods due to average sales not being enough to
leverage most operating costs. Utilities, salaries and wages, and rent were also
higher throughout the first half of the year.
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<PAGE> 10
FRANCHISE REVENUES
Royalties before reserve provisions increased $2.2 million and $3.0 million in
the second quarter and year-to-date 1996, respectively, compared with 1995. This
was primarily a result of an increase in franchise restaurants open, partly
offset by Wendy's franchise domestic average net sales being down 1.3% and 3.7%
in the quarter and year to date, respectively. There were no reserves provided
for the second quarter 1996 or for the year-to-date period. In 1995, $2.4
million was provided for royalty reserves in the first quarter.
Gains from franchising Wendy's restaurants increased $15.1 million and $18.6
million in the current quarter and year to date, respectively. Rental income
increased $3.4 million and $6.9 million in the current quarter and
year-to-date, respectively.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the second quarter of 1996 were 6.5% of
total revenues versus 7.4% in 1995. For the year-to-date 1996 general and
administrative expenses were 7.2% versus 7.9% in 1995. The reduction reflects
reduced provisions for management bonuses, franchise reserve reversals, and a
reduction in advertising costs for new product testing. Also, a reduction from
1995 is due to a charge for a Hortons retirement plan expense for which no
similar expense applies in 1996 and future years.
SPECIAL CHARGES
The special charges in 1995 represent the profit sharing contributions made to
the sole shareholder of Hortons. As a result of the acquisition of Hortons by
Wendy's in December 1995, these charges no longer apply in 1996 or future years.
INCOME TAXES
Income taxes in the second quarter of 1995 reflect the benefit of a reduction in
the valuation allowance related to excess capital allowances and net operating
loss carryovers of a Canadian subsidiary of $6.6 million. As a result, income
taxes are 38.5% in the first half of 1996 versus 23.6% and 27.6% in the second
quarter and year-to-date 1995, respectively.
FINANCIAL CONDITION
The company's financial condition remains solid at the end of the second quarter
of 1996. The debt to equity and debt to total capitalization ratios were 24% and
19%, respectively, at June 30, 1996. These compare to a debt to equity ratio and
debt to total capitalization ratio of 41% and 29%, respectively, at fiscal
year-end 1995. Substantially all of the $100 million 7% convertible debentures
were converted to common stock in April 1996, which significantly improved the
debt to equity ratio. Year-to-date capital expenditures amounted to $131.6
million for 1996 compared to $91.9 million for 1995.
- 10 -
<PAGE> 11
OUTLOOK
The company continues to employ its strategies as outlined in the company's 1995
Annual Report. As was expected, competition in the quick-service restaurant
industry has been intense and will remain so in the foreseeable future. Pressure
on retail sales is continuing in 1996. Emphasis continues to be on solid
restaurant operations, new products, effective marketing, new restaurant
development, and the overall financial health of the entire system. The company
anticipates that as many as 750 new restaurants will be opened or under
construction systemwide (both company and franchise) during 1996. Cash flow from
operations, cash and investments on hand, possible asset sales, and cash
available through existing revolving credit agreements should help provide for
projected cash requirements. In addition, the company expects to file a
registration statement with the Securities and Exchange Commission for $200
million of securities which could be issued during the next two years. Proceeds
from the sale of the securities will be used for general corporate purposes,
which may include repayment of existing indebtedness.
SAFE HARBOR STATEMENT
Except for historical information, statements in this Form 10-Q are forward-
looking and involve risks and uncertainties including, but not limited to,
continuation of intense competition in the industry, weather, changes in
economic conditions, consumer preference and spending patterns, consumer
perceptions of food safety, inflation, labor and benefit costs, legal claims,
the continued ability of the company and its franchisees to obtain suitable
locations and financing for new restaurant development, government initiatives
such as new taxes or wage rates, and other factors set forth in Exhibit 99 to
the company's Form 10-K filed with the Securities and Exchange Commission on
April 1, 1996.
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<PAGE> 12
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
On May 26, 1989, Jonathan Raven and Eli Shapiro, individually and purportedly on
behalf of a putative class of other persons similarly situated, filed a
complaint against the company and others in the U.S. District Court for the
Northern District of Illinois, Eastern Division. The complaint, insofar as it
pertained to the company, alleged violations of Section 10(b) of the Securities
Exchange Act of 1934, Rule 10b-5 of the Securities and Exchange Commission
promulgated thereunder, and the common law. The plaintiffs claimed to be
investors in a limited partnership which was a franchisee of the company. The
partnership was formed in 1985 to purchase from the company restaurants located
in Washington and Oregon. The purchase was funded in part by the offering of
limited partnership interests and revenue sensitive subordinated notes to the
investors. The offering was concluded in 1986. The complaint sought compensatory
damages in the amount of $18 million, attorneys fees and rescission of the
purchases of limited partnership interests and revenue sensitive subordinated
notes sold in the offering. The company obtained releases from 82% of the
potential plaintiffs. The remaining potential plaintiffs have not been certified
as a class. The case was transferred upon motion of the defendants to the U.S.
District Court in Atlanta, Georgia. The defendants' motion to dismiss the
federal claims was granted with prejudice on October 9, 1991. The defendants'
motion to dismiss the state claim was granted without prejudice on the same day.
The plaintiffs filed a motion for reinstatement of their Section 10(b), Rule
10b-5 and common law claims on February 14, 1992. That motion was granted on
September 24, 1992. The defendants subsequently filed a motion to permit an
interlocutory appeal and renewed their motion to dismiss the Section 10(b) and
Rule 10b-5 claims for reasons the court had not yet considered. The defendants'
motion to file an interlocutory appeal was granted. In an opinion dated January
22, 1996, the 11th Circuit Court of Appeals vacated the reinstatement of the
complaint. This case is now considered terminated.
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<PAGE> 13
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of the company's shareholders was held on April 30, 1996.
(b) The following table sets forth the name of each director elected at the
meeting and the number of votes for or withheld from each director.
<TABLE>
<CAPTION>
Director For Withheld
-------- --- --------
<S> <C> <C>
Thekla R. Shackelford 103,976,011 1,109,766
Ronald E. Musick 103,757,941 1,327,833
W. Clay Hamner 103,987,490 1,098,288
Gordon F. Teter 103,753,484 1,332,294
Frederick R. Reed 103,696,385 1,389,393
</TABLE>
The following directors did not stand for reelection at the meeting (the year in
which each director's term expires is indicated in parenthesis): Fielden B.
Nutter, Sr. (1997), James W. Near (1997), James V. Pickett (1997), Thomas F.
Keller (1997), R. David Thomas (1998), John K. Casey (1998), Ernest S. Hayeck
(1998) and Janet Hill (1998).
(c) The following table sets forth a brief description of each other matter
voted on at the Annual Meeting and the number of votes cast for, against or
abstaining from, as well as broker nonvotes on, each matter.
<TABLE>
<CAPTION>
Broker
For Against Abstain Nonvotes
--- ------- ------- --------
<S> <C> <C> <C> <C>
Amendment to the company's
Regulations to increase the number
of directors to 15 from 13 89,494,075 1,246,613 859,735 13,485,355
Approve Coopers & Lybrand L.L.P.
as independent public accountants
of the company 104,346,264 239,651 499,851 None
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Index to Exhibits on Page 15.
(b) No report on Form 8-K was filed during the quarter ended June 30, 1996.
- 13 -
<PAGE> 14
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WENDY'S INTERNATIONAL, INC.
---------------------------
(Registrant)
Date: 08/09/96 /s/ John K. Casey
----------------------- -------------------------
John K. Casey
Vice Chairman and Chief
Financial Officer
- 14 -
<PAGE> 15
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
10(a) Deferred Compensation 16 - 21
Agreement between the
company and
R. David Thomas
10(b) Deferred Compensation 22 - 27
Agreement between the
company and
James W. Near
11 Computation of Net 28 - 29
Income Per Common Share.
</TABLE>
- 15 -
<PAGE> 1
DEFERRED COMPENSATION AGREEMENT
This Agreement, made and effective this 12th day of June, 1996, by and
between Wendy's International, Inc., an Ohio Corporation (the "Corporation")
with its principal place of business in Dublin, Ohio, and R. David Thomas (the
"Executive") residing in Fort Lauderdale, Florida.
WHEREAS, the Executive currently serves as Senior Chairman of the Board
and Founder of the Corporation;
WHEREAS, the Executive has been employed by the Corporation or its
subsidiaries since 1969 and has made, and continues to make, significant
professional and personal contributions to the successful operation and
recognized good will and reputation of the Corporation; and
WHEREAS, the Corporation wishes to provide to the Executive a
supplemental deferred cash benefit.
NOW, THEREFORE, the Corporation and the Executive mutually agree as
follows:
1. Deferral Account. The Corporation shall establish a bookkeeping
account in the name of the Executive which shall be referred to as the "Deferral
Account" and which shall be credited the amounts provided in Section 2.
2. Contributions to the Deferral Account.
(a) As of the last day of 1996 and of each subsequent calendar
year ending with (i) if the Executive's employment terminates prior to the
calendar year in which he attains age 65 (other than for Disability), the
calendar year in which his employment terminates, (ii) if the Executive's
employment with the Corporation terminates by reason of Disability, the calendar
year in which the Executive attains age 65 or dies, if earlier or (iii) if the
Executive's employment terminates after he attains age 65, the calendar year in
which he attains age 65, the Corporation shall credit to the Deferral
- 16 -
<PAGE> 2
Account an amount equal to twenty-thousand dollars ($20,000.00) (the "Annual
Credit"); provided, however, that for the final calendar year in respect of
which the Deferral Account is credited pursuant to this Section 2(a), the Annual
Credit shall be $20,000 multiplied by a fraction, the numerator of which is the
number of days that have elapsed through the termination of the Executive's
employment (or, if either of clauses (ii) or (iii) above are applicable, through
the earlier of the Executive's death or 65th birthday), and the denominator of
which is 365. For purposes of this Agreement "Disability" shall have the meaning
set forth in the Corporation's long term disability program then applicable to
the Executive.
(b) As of the end of each calendar year prior to the calendar
year in which the balance in the Deferral Account is distributed or commences to
be distributed and as of the end of the calendar quarter preceding the date the
Deferral Account is distributed or commences to be distributed, the Deferral
Account shall be credited with interest (on the balance of the Deferral Account
as of the end of the preceding calendar year) at the rate credited on the
"Account Balance Benefit" (as defined in the Wendy's International, Inc. Pension
Plan (the "Pension Plan")) for such calendar year or portion of a calendar year,
as applicable (the "Pension Plan Interest Rate"); provided, however, that if the
Pension Plan is amended or terminated at any time after the date hereof, such
amendment or termination shall not affect the determination of the Pension Plan
Interest Rate which shall be determined in accordance with the terms of the
Pension Plan as in effect on the date hereof.
3. Payment of Deferral Account Balance.
(a) The Deferral Account shall be distributed to the Executive
in a lump sum, (or, if the Executive makes the Installment Election, shall
commence to be distributed) on a date (the "Payment Date") as soon as practical
after the close of the calendar year in respect of which the final credit is
made to the Deferral Account pursuant to Section 2(a) or if later, the end of
the calendar year in which the Executive terminates
- 17 -
<PAGE> 3
employment with the Corporation; provided, however, that in lieu of a lump sum
distribution, the Executive may elect, at any time prior to 12 months before the
Payment Date, to have the Deferral Account distributed in annual installments
commencing on the Payment Date and extending over a period not exceeding the
joint and last survivor life expectancies (as determined under Treas. Reg.
Section 1.72-9) of the Executive and his spouse (the "Installment Election").
Any such election may be changed prior to the date 12 months before the Payment
Date, at which time the election shall become irrevocable. An Installment
Election shall specify the period over which the installments shall be made and
whether the distribution shall be made (A) in equal installments, in which case
the amount of each installment will be determined as of the end of the calendar
year preceding the Payment Date so that the present value of all installments,
discounted for interest only at the "Applicable Interest Rate" (within the
meaning of Section 417(e)(3) of the Code) equals the Deferral Account balance as
of the date of determination (the "Equal Installment Method"), or (B) in annual
installments where the amount of each payment is determined by dividing the
Deferral Account balance as of the end of the calendar year preceding the date
of payment by the number of installments remaining to be paid (the "Variable
Installment Method"). In the event the Variable Installment Method is elected,
the Deferral Account will be credited with interest at the Pension Plan Interest
Rate at the end of each calendar year during the period of distribution until
all amounts are distributed.
(b) If the Executive dies prior to the distribution of the entire
Deferral Account, the balance of the Deferral Account as of the date of his
death shall be paid in a lump sum as soon as practical after the Executive's
death to the Executive's beneficiary designated in a writing filed with the
Corporation. If the Executive has no named beneficiary that survives him, such
payment shall be made to his estate; provided, however, that if the Executive
dies after the distribution of the Deferral Account has commenced pursuant to
the Equal Installment Method, such balance shall be deemed to
- 18 -
<PAGE> 4
equal the present value of the installments remaining to be paid at the time of
his death discounted for interest only at the Applicable Interest Rate.
4. In the event the Executive elects to receive the distribution of
his Deferral Account in installments pursuant to the terms of Section 3(a),
promptly after the end of the calendar year immediately preceding the Payment
Date, the Corporation shall establish a "rabbi" trust with an independent
institutional trustee for the payment of the benefits provided under Section 3
of this Agreement, and shall fund such trust as soon as practical after it is
established with an amount equal to the balance then in the Deferral Account.
Upon a Material Change (as such term is defined in the Key Executive Agreement
between the Executive and the Corporation) prior to the Payment Date, the
Corporation shall establish such a trust and shall fund the trust as soon as
practical after it is established with an amount equal to the balance then in
the Deferral Account. The trust shall be irrevocable but shall provide that its
assets will be part of the general assets of the Corporation and available for
the payment of the debts of the Corporation in the event of the Corporation's
insolvency or bankruptcy. In the event that the principal of the trust, and any
earnings thereon, are not sufficient to make the installment payments in
accordance with the terms of Section 3 of this Agreement, the Corporation shall
pay to the Executive directly any shortfall as it becomes due. After all of the
obligations under Section 3 of this Agreement have been satisfied, any remaining
assets in the trust shall be returned to the Corporation.
5. No Trust or Escrow. The crediting of the Deferral Account
hereunder shall be merely for the purpose of recording an unsecured contractual
obligation. The amounts credited to the Deferral Account shall not be held by
the Corporation in a trust or similar fiduciary capacity and neither the
Executive, his beneficiaries nor his estate shall have any rights to the amounts
credited to the Deferral Account except as a general unsecured creditor of the
Corporation.
- 19 -
<PAGE> 5
6. Withholding. All amounts which are credited to the Deferral
Account and/or which are payable pursuant to this Agreement shall be subject to
all applicable withholding and other employment taxes.
7. Expenses. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. The Corporation shall pay on a current basis all expenses
(including reasonable attorney's fees) incurred by Executive in connection with
such arbitration and the entering of such award.
8. Binding Effect. The rights and obligations of the parties under
this Agreement shall inure to the benefit of and shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.
9. Governing Law. The validity, interpretation and construction of
this Agreement shall be governed by the laws of the State of Ohio. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement
which shall remain in full force and effect.
10. Modification. This Agreement may be modified or amended only by an
instrument in writing signed by both the Corporation and the Executive.
11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
- 20 -
<PAGE> 6
IN WITNESS WHEREOF, the Corporation and Executive have executed this
Agreement on the day and year above first written.
EXECUTIVE: CORPORATION:
WENDY'S INTERNATIONAL, INC.
/s/ R. David Thomas /s/ Gordon F. Teter
- --------------------------------------- ------------------------------------
R. David Thomas By: Gordon F. Teter
Senior Chairman of the Board and Founder President, Chief Executive Officer,
Chief Operating Officer
/s/ John K. Casey
------------------------------------
John K. Casey
Vice Chairman and
Chief Financial Officer
- 21 -
<PAGE> 1
DEFERRED COMPENSATION AGREEMENT
This Agreement, made and effective this 12th day of June, 1996, by and
between Wendy's International, Inc., an Ohio Corporation (the "Corporation")
with its principal place of business in Dublin, Ohio, and James W. Near (the
"Executive") residing in Westerville, Ohio.
WHEREAS, the Executive currently serves as Chairman of the Board of
Directors of the Corporation;
WHEREAS, the Executive has been employed by the Corporation or its
subsidiaries since October 18, 1979 and has made, and continues to make,
significant professional and personal contributions to the successful operation
and recognized good will and reputation of the Corporation; and
WHEREAS, the Corporation wishes to provide to the Executive a
supplemental deferred cash benefit.
NOW, THEREFORE, the Corporation and the Executive mutually agree as
follows:
1. Deferral Account. The Corporation shall establish a bookkeeping
account in the name of the Executive which shall be referred to as the "Deferral
Account" and which shall be credited the amounts provided in Section 2.
2. Contributions to the Deferral Account.
(a) As of the last day of 1996 and of each subsequent calendar
year ending with (i) the calendar year in which the Severance Period (as defined
in the Separation and Consulting Agreement dated November 2, 1988, by and
between the Corporation and the Executive) ends, (ii) if the Executive's
employment with the Corporation terminates by reason of Disability, the calendar
year in which the Executive attains age 65 or dies, if earlier or (iii) if the
Executive's employment terminates after he attains age 65 the calendar year in
which he attains age 65, the Corporation shall credit to
- 22 -
<PAGE> 2
the Deferral Account an amount equal to twenty-thousand dollars ($20,000.00)
(the "Annual Credit"); provided, however, that for the final calendar year in
respect of which the Deferral Account is credited pursuant to this Section 2(a),
the Annual Credit shall be $20,000 multiplied by a fraction, the numerator of
which is the number of days that have elapsed through the end of the Severance
Period (or, if either of clauses (ii) or (iii) above are applicable, through the
earlier of the Executive's death or 65th birthday), and the denominator of which
is 365. For purposes of this Agreement "Disability" shall have the meaning set
forth in the Corporation's long term disability program then applicable to the
Executive.
(b) As of the end of each calendar year prior to the calendar
year in which the balance in the Deferral Account is distributed or commences to
be distributed and as of the end of the calendar quarter preceding the date the
Deferral Account is distributed or commences to be distributed, the Deferral
Account shall be credited with interest (on the balance of the Deferral Account
as of the end of the preceding calendar year) at the rate credited on the
"Account Balance Benefit" (as defined in the Wendy's International, Inc. Pension
Plan (the "Pension Plan")) for such calendar year or portion of a calendar year,
as applicable (the "Pension Plan Interest Rate"); provided, however, that if the
Pension Plan is amended or terminated at any time after the date hereof, such
amendment or termination shall not affect the determination of the Pension Plan
Interest Rate which shall be determined in accordance with the terms of the
Pension Plan as in effect on the date hereof.
3. Payment of Deferral Account Balance.
(a) The Deferral Account shall be distributed to the Executive
in a lump sum, (or, if the Executive makes the Installment Election, shall
commence to be distributed) on a date (the "Payment Date") as soon as practical
after the close of the calendar year in respect of which the final credit is
made to the Deferral Account pursuant to Section 2(a) or if later, the end of
the calendar year in which the Executive terminates
- 23 -
<PAGE> 3
employment with the Corporation; provided, however, that in lieu of a lump sum
distribution, the Executive may elect, at any time prior to 12 months before the
Payment Date, to have the Deferral Account distributed in annual installments
commencing on the Payment Date and extending over a period not exceeding the
joint and last survivor life expectancies (as determined under Treas. Reg.
Section 1.72-9) of the Executive and his spouse (the "Installment Election").
Any such election may be changed prior to the date 12 months before the Payment
Date, at which time the election shall become irrevocable. An Installment
Election shall specify the period over which the installments shall be made and
whether the distribution shall be made (A) in equal installments, in which case
the amount of each installment will be determined as of the end of the calendar
year preceding the Payment Date so that the present value of all installments,
discounted for interest only at the "Applicable Interest Rate" (within the
meaning of Section 417(e)(3) of the Code) equals the Deferral Account balance as
of the date of determination (the "Equal Installment Method"), or (B) in annual
installments where the amount of each payment is determined by dividing the
Deferral Account balance as of the end of the calendar year preceding the date
of payment by the number of installments remaining to be paid (the "Variable
Installment Method"). In the event the Variable Installment Method is elected,
the Deferral Account will be credited with interest at the Pension Plan Interest
Rate at the end of each calendar year during the period of distribution until
all amounts are distributed.
(b) If the Executive dies prior to the distribution of the entire
Deferral Account, the balance of the Deferral Account as of the date of his
death shall be paid in a lump sum as soon as practical after the Executive's
death to the Executive's beneficiary designated in a writing filed with the
Corporation. If the Executive has no named beneficiary that survives him, such
payment shall be made to his estate; provided, however, that if the Executive
dies after the distribution of the Deferral Account has commenced pursuant to
the Equal Installment Method, such balance shall be deemed to
- 24 -
<PAGE> 4
equal the present value of the installments remaining to be paid at the time of
his death discounted for interest only at the Applicable Interest Rate.
4. In the event the Executive elects to receive the distribution of
his Deferral Account in installments pursuant to the terms of Section 3(a),
promptly after the end of the calendar year immediately preceding the Payment
Date, the Corporation shall establish a "rabbi" trust with an independent
institutional trustee for the payment of the benefits provided under Section 3
of this Agreement, and shall fund such trust as soon as practical after it is
established with an amount equal to the balance then in the Deferral Account.
Upon a Material Change (as such term is defined in the Key Executive Agreement
between the Executive and the Corporation) prior to the Payment Date, the
Corporation shall establish such a trust and shall fund the trust as soon as
practical after it is established with an amount equal to the balance then in
the Deferral Account. The trust shall be irrevocable but shall provide that its
assets will be part of the general assets of the Corporation and available for
the payment of the debts of the Corporation in the event of the Corporation's
insolvency or bankruptcy. In the event that the principal of the trust, and any
earnings thereon, are not sufficient to make the installment payments in
accordance with the terms of Section 3 of this Agreement, the Corporation shall
pay to the Executive directly any shortfall as it becomes due. After all of the
obligations under Section 3 of this Agreement have been satisfied, any remaining
assets in the trust shall be returned to the Corporation.
5. No Trust or Escrow. The crediting of the Deferral Account
hereunder shall be merely for the purpose of recording an unsecured contractual
obligation. The amounts credited to the Deferral Account shall not be held by
the Corporation in a trust or similar fiduciary capacity and neither the
Executive, his beneficiaries nor his estate shall have any rights to the amounts
credited to the Deferral Account except as a general unsecured creditor of the
Corporation.
- 25 -
<PAGE> 5
6. Withholding. All amounts which are credited to the Deferral
Account and/or which are payable pursuant to this Agreement shall be subject to
all applicable withholding and other employment taxes.
7. Expenses. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. The Corporation shall pay on a current basis all expenses
(including reasonable attorney's fees) incurred by Executive in connection with
such arbitration and the entering of such award.
8. Binding Effect. The rights and obligations of the parties under
this Agreement shall inure to the benefit of and shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.
9. Governing Law. The validity, interpretation and construction of
this Agreement shall be governed by the laws of the State of Ohio. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement
which shall remain in full force and effect.
10. Modification. This Agreement may be modified or amended only by an
instrument in writing signed by both the Corporation and the Executive.
11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
- 26 -
<PAGE> 6
IN WITNESS WHEREOF, the Corporation and Executive have executed this
Agreement on the day and year above first written.
EXECUTIVE: CORPORATION:
WENDY'S INTERNATIONAL, INC.
/s/ James W. Near /s/ Gordon F. Teter
- ----------------------------------- ------------------------------------
James W. Near By: Gordon F. Teter
Chairman of the Board President, Chief Executive Officer,
Chief Operating Officer
/s/ John K. Casey
------------------------------------
John K. Casey
Vice Chairman and
Chief Financial Officer
- 27 -
<PAGE> 1
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
EXHIBIT 11
COMPUTATION OF NET INCOME PER COMMON SHARE
<TABLE>
<CAPTION>
(In thousands except per share data)
QUARTER ENDED QUARTER ENDED
JUNE 30 JULY 2
1996 1995
-------- --------
<S> <C> <C>
Weighted average number
of common shares outstanding .................. 110,726 102,006
Shares issuable pursuant
to employee stock option plans
less shares assumed repurchased
at the average market price ................ 2,372 2,972
Shares issuable upon conversion of exchangeable
shares ....................................... 16,450 16,450
-------- --------
Number of shares for computation of
primary earnings per share .................... 129,548 121,428
Add net additional shares issuable
pursuant to employee stock option plans at
period-end market price .................... 59 60
Add additional shares issuable
assuming conversion of
subordinated debentures .................... 1,502 8,128
-------- --------
Number of shares for computation of
fully diluted earnings per share ............. 131,109 129,616
======== ========
Net income for computation of primary
earnings per share ............................ $ 49,304 $ 40,039
Add savings on assumed dilutive conversion
of subordinated debentures net of tax ........ -- 1,291
-------- --------
Net income for computation of fully diluted
earnings per share ............................ $ 49,304 $ 41,330
======== ========
Net income per share:
Assuming primary dilution ..................... $ .38 $ .33
======== ========
Assuming full dilution ........................ $ .38 $ .32
======== ========
</TABLE>
- 28 -
<PAGE> 1
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
EXHIBIT 11
COMPUTATION OF NET INCOME PER COMMON SHARE
<TABLE>
<CAPTION>
(In thousands except per share data)
YEAR-TO-DATE YEAR-TO-DATE
ENDED ENDED
JUNE 30 JULY 2
1996 1995
-------- --------
<S> <C> <C>
Weighted average number
of common shares outstanding .................. 107,354 101,871
Add net shares issuable pursuant
to employee stock option plans
less shares assumed repurchased
at the average market price .............. 2,566 2,829
Shares issuable upon conversion of exchangeable
shares ...................................... 16,450 16,450
-------- --------
Number of shares for computation of
primary earnings per share .................... 126,370 121,150
Add net additional shares issuable
pursuant to employee stock option plans at
period-end market price ................... 30 93
Add additional shares issuable
assuming conversion of
subordinated debentures ................... 4,788 8,128
-------- --------
Number of shares for computation of
fully diluted earnings per share .............. 131,188 129,371
======== ========
Net income for computation of primary
earnings per share ............................ $ 68,758 $ 55,675
Add savings on assumed dilutive conversion
of subordinated debentures net of tax ....... 1,014 2,581
-------- --------
Net income for computation of fully diluted
earnings per share ............................ $ 69,772 $ 58,256
======== ========
Net income per share:
Assuming primary dilution ..................... $ .54 $ .46
======== ========
Assuming full dilution ........................ $ .53 $ .45
======== ========
</TABLE>
- 29 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-02-1995
<PERIOD-END> JUL-02-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 713,472
<TOTAL-REVENUES> 835,378
<CGS> 432,209
<TOTAL-COSTS> 631,479
<OTHER-EXPENSES> 121,256
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,769
<INCOME-PRETAX> 76,874
<INCOME-TAX> 21,199
<INCOME-CONTINUING> 55,675
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,675
<EPS-PRIMARY> .46
<EPS-DILUTED> .45
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 80,163
<SECURITIES> 7,146
<RECEIVABLES> 63,634
<ALLOWANCES> 0
<INVENTORY> 33,189
<CURRENT-ASSETS> 202,159
<PP&E> 1,581,272
<DEPRECIATION> 523,215
<TOTAL-ASSETS> 1,464,571
<CURRENT-LIABILITIES> 196,309
<BONDS> 197,013
0
0
<COMMON> 11,247
<OTHER-SE> 964,614
<TOTAL-LIABILITY-AND-EQUITY> 1,464,571
<SALES> 749,503
<TOTAL-REVENUES> 901,794
<CGS> 468,944
<TOTAL-COSTS> 677,279
<OTHER-EXPENSES> 108,447
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,266
<INCOME-PRETAX> 111,802
<INCOME-TAX> 43,044
<INCOME-CONTINUING> 68,758
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 68,758
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.53
</TABLE>
