<PAGE> 1
As filed with the Securities and Exchange Commission on July 28, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------------------
Wendy's International, Inc.
--------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Ohio 31-0785108
- --------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 256, 4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
Wendy's 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 200,000(2) $22.78 $4,556,000.00 $1,344.02
</TABLE>
(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 24, 1998.
(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.
(Page 1 of 26 pages; exhibit index on pages 9 and 10)
<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 5,200,000 to 5,400,000. The
contents of the Registrant's Registration Statements on Form S-8 with respect to
the WeShare Stock Option Plan, Registration No. 33-36603, filed with the
Securities and Exchange Commission (the "Commission") on August 29, 1990,
Registration No. 333-09261, filed with the Commission on July 31, 1996, and
Registration No. 333-32675, filed with the Commission on August 1, 1997, 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 200,000 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 28,
1997, 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 29, 1998.
The description of the Common Shares of Registrant contained in
Registrant's Registration Statement on Form S-3 (No. 33-28411) filed with the
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/A, Amendment No. 2
(No. 1-8116) filed with the Commission on December 8, 1997, 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.
---------------------------------------
Dana Klein, Esq., is an employee of Registrant. As of July 24, 1998,
Mr. Klein, together with members of his immediate family, owned an aggregate of
564 Common Shares of Registrant and options to purchase an aggregate of 26,510
Common Shares of Registrant.
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
5
<PAGE> 6
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation as he would
if he had served the new or surviving corporation in the same capacity.
Section 5.01 of the Registrant's 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 28, 1998.
WENDY'S INTERNATIONAL, INC.
By: /s/ Frederick R. Reed *
--------------------------------
Frederick R. Reed
Chief Financial Officer, General
Counsel & Secretary
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 28th day of July, 1998.
Signature Title
--------- -----
/s/ R. David Thomas * Director, Senior Chairman of the Board
- -----------------------------
R. David Thomas
/s/ Gordon F. Teter * Director, Chairman of the Board, Chief
- ----------------------------- Executive Officer & President
Gordon F. Teter
/s/ Frederick R. Reed * Director, Chief Financial Officer,
- ----------------------------- General Counsel & Secretary
Frederick R. Reed
/s/ Ronald E. Musick * Director, Executive Vice President
- -----------------------------
Ronald E. Musick
/s/ Lawrence A. Laudick * Chief Accounting Officer, Senior
- ----------------------------- Vice President & General Controller
Lawrence A. Laudick
7
<PAGE> 8
/s/ W. Clay Hamner * Director
- -----------------------------
W. Clay Hamner
/s/ Ernest S. Hayeck * Director
- -----------------------------
Ernest S. Hayeck
Director
- -----------------------------
Janet Hill
/s/ Paul D. House * Director
- -----------------------------
Paul D. House
/s/ Ronald V. Joyce * Director
- -----------------------------
Ronald V. Joyce
/s/ Thomas F. Keller * Director
- -----------------------------
Thomas F. Keller
Director
- -----------------------------
True H. Knowles
/s/ Andrew G. McCaughey * Director
- -----------------------------
Andrew G. McCaughey
/s/ Fielden B. Nutter, Sr. * Director
- -----------------------------
Fielden B. Nutter, Sr.
/s/ James V. Pickett * Director
- -----------------------------
James V. Pickett
/s/ Thekla R. Shackelford * Director
- -----------------------------
Thekla R. Shackelford
Date
----
*By: /s/ Frederick R. Reed July 28, 1998
------------------------
Frederick R. Reed
(Attorney-in-Fact)
8
<PAGE> 9
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C>
4(a)* Indenture between the Company and Incorporated herein by
The Huntington National Bank pertaining reference from Form S-3
to 7% debentures and 6.35% notes due Registration Statement, File
December 15, 2025 and December 15, No. 33-57101
2005, respectively
4(b) Indenture for subordinated debt securities Incorporated herein by
between the Company and NBD Bank, as reference from Exhibit 4(a) of
trustee Form 10-Q for the quarter
ended September 29, 1996
4(c) First Supplemental Indenture between the Incorporated herein by
Company and NBD Bank reference from Exhibit 4(b) of
Form 10-Q for the quarter
ended September 29, 1996
4(d) Amended and Restated Declaration of Incorporated herein by
Trust of Wendy's Financing I reference from Exhibit 4(c) of
Form 10-Q for the quarter
ended September 29, 1996
4(e) Certificate P-1 Evidencing Trust Preferred Incorporated herein by reference
Securities of Wendy's Financing I from Exhibit 4(d) of Form 10-Q for
the quarter ended September 29, 1996
4(f) Certificate P-2 Evidencing Trust Preferred Incorporated herein by reference
Securities of Wendy's Financing I from Exhibit 4(e) of Form 10-Q for
the quarter ended September 29,
1996
4(g) Preferred Securities Guarantee Agreement for Incorporated herein by reference
the benefit of the holders of Trust from Exhibit 4(f) of Form 10-Q for
Preferred Securities of Wendy's Financing I the quarter ended September 29, 1996
4(h) 5% Convertible Subordinated Debenture of the Incorporated herein by reference
Company from Exhibit 4(g) of Form 10-Q for
the quarter ended September 29, 1996
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C>
4(i) Amended and Restated Rights Agreement between Incorporated herein by reference
the Registrant and American Stock Transfer from Amendment No. 2 to Form 8-A/A
and Trust Company Registration Statement, File No. 1-8116
5 Opinion of Dana Klein, Esq. as to legality 11
23(a) Consent of Accountants 12
23(b) Consent of Dana Klein, Esq. (included
in Exhibit 5)
24 Powers of Attorney 13 - 26
</TABLE>
* Neither the Company nor its subsidiaries are party to any other instrument
with respect to long-term debt for which securities authorized thereunder
exceed 10 percent of the total assets of the Company and its subsidiaries on
a consolidated basis. Copies of instruments with respect to long-term debt
of lesser amounts will be furnished to the Commission upon request.
10
<PAGE> 1
EXHIBIT 5
[WENDY'S LOGO]
July 28, 1998
Board of Directors
Wendy's International, Inc.
4288 West Dublin-Granville Rd.
Dublin, OH 43017
Ladies and Gentlemen:
I am 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 200,000 of its common shares,
without par value (the "Common Shares"), pursuant to the WeShare Stock Option
Plan (the "Plan").
I 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 I have deemed necessary in order to express the opinions
hereinafter set forth.
Based upon the foregoing, I am of the opinion that the Company is a duly
incorporated and legally existing corporation under the laws of the State of
Ohio. I am 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.
I hereby consent to the reference to me under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
WENDY'S INTERNATIONAL, INC.
/s/ Dana Klein
Dana Klein
Vice President & Assistant General Counsel
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 4, 1998 on our audits of the consolidated financial statements and
financial statement schedule of Wendy's International, Inc. as of December 28,
1997 and December 29, 1996 and for the years ended December 28, 1997, December
29, 1996 and December 31, 1995, which report is included in Wendy's
International, Inc.'s Annual Report on Form 10-K for the year ended December 28,
1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
July 28, 1998
12
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/s/ Frederick R. Reed
-----------------------------
Frederick R. Reed
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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/s/ Paul D. House
-----------------------------
Paul D. House
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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/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 Frederick R. Reed 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 28th day of July, 1998.
/s/ Andrew G. McCaughey
-----------------------------
Andrew G. McCaughey
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 Frederick R. Reed 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 28th day of July, 1998.
/s/ Fielden B. Nutter, Sr.
-----------------------------
Fielden B. Nutter, Sr.
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 Frederick R. Reed 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 28th day of July, 1998.
/s/ James V. Pickett
-----------------------------
James V. Pickett
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 Frederick R. Reed 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 28th day of July, 1998.
/s/ Thekla R. Shackelford
-----------------------------
Thekla R. Shackelford
26
