WENDYS INTERNATIONAL INC
8-K, 2000-04-20
EATING PLACES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)         April 20, 2000
                                                 -------------------------------



                           WENDY'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



              Ohio                     1-8116                 31-0785108
- ------------------------------- ---------------------- -------------------------
(State or other jurisdiction of    (Commission File          (IRS Employer
         incorporation)                 Number)            Identification No.)



4288 West Dublin-Granville Road, Dublin, Ohio                    43017
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code         (614) 764-3100
                                                   -----------------------------


                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

                                  Page 1 of 5
<PAGE>   2
Item 1.                    Changes in Control of Registrant.
- ------                     --------------------------------

                           Not applicable.


Item 2.                    Acquisition or Disposition of Assets.
- ------                     ------------------------------------

                           Not applicable.


Item 3.                    Bankruptcy or Receivership.
- ------                     --------------------------

                           Not applicable.


Item 4.                    Changes in Registrant's Certifying Accountant.
- ------                     ---------------------------------------------

                           Not applicable.


Item 5.                    Other Events.
- ------                     ------------

                           On April 20, 2000, the Company issued a press release
                           announcing that Thomas J. Mueller had been promoted
                           to President and Chief Operating Officer of Wendy's
                           North America, that Edward K. Choe had been promoted
                           to Senior Vice President of Wendy's Northeast Region,
                           and that the Company had begun a search for a new
                           Chief Financial Officer. The press release is
                           attached hereto as Exhibit 99 and incorporated herein
                           by reference.

Item 6.                    Resignations of Registrant's Directors.
- ------                     --------------------------------------

                           Not applicable.

Item 7.                    Financial Statements and Exhibits.
- ------                     ---------------------------------

                           Not applicable.

Item 8.                    Change in Fiscal Year.
- ------                     ---------------------

                           Not applicable.

Item 9.                    Sales of Equity Securities Pursuant to Regulation S.
- ------                     ---------------------------------------------------

                           Not applicable.

                                  Page 2 of 5
<PAGE>   3
                                    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 hereunto duly authorized.

                                        WENDY'S INTERNATIONAL, INC.


                                        By: /s/ John T. Schuessler
                                            ------------------------------------
                                            John T. Schuessler
                                            Chief Executive Officer & President

Date:       April 20, 2000
            --------------

                                  Page 3 of 5

<PAGE>   1
                                                                      EXHIBIT 99




WENDY'S INTERNATIONAL, INC. PROMOTES THOMAS J. MUELLER TO
PRESIDENT AND CHIEF OPERATING OFFICER OF WENDY'S NORTH AMERICA

ORGANIZATIONAL MOVES INCLUDE SEARCH FOR A NEW CFO

         DUBLIN, Ohio (April 20, 2000) - Wendy's International, Inc. (NYSE: WEN)
today announced two promotions within the organization focused on further
improving Wendy's restaurant operating performance and building shareholder
value. The Company also announced that it has begun a search for a new chief
financial officer.

         Thomas J. Mueller has been promoted to President and Chief Operating
Officer of Wendy's North America. Mueller, 48, is now responsible for a total of
5,200 Wendy's(R) restaurants in five U.S. regions and Canada. He was previously
Senior Vice President of Wendy's Northeast Region, responsible for operations,
development, engineering, finance, marketing, human resources and training in
the region.

         Mueller fills the top restaurant operating position at Wendy's
replacing John (Jack) T. Schuessler, who was recently promoted to Chief
Executive Officer and President of the corporation following the unexpected
death of Gordon F. Teter in 1999. "Tom's promotion solidifies our top management
team with very experienced and talented operators," said R. David Thomas, Senior
Chairman of the Board and Wendy's Founder. "We have tremendous depth and
leadership in our organization."

         Mueller joined Wendy's in 1998 as Senior Vice President of Special
Projects, reporting to Schuessler. In 1999, he was promoted to Senior Vice
President of Wendy's Northeast Region. Mueller has played a key role in various
strategic initiatives, including collaboration on a new store development
process, Wendy's "Service Excellence(TM)" program and Wendy's "People
Excellence" program intended to further improve the retention of store-level
employees.

         Mueller joined Wendy's after 24 years at Burger King Corp. He started
his career at Burger King as an assistant store manager and was promoted several
times to positions of greater responsibility involving restaurant operations,
development, franchising, training, marketing, finance and human resources.
Prior to joining Wendy's, he was Senior Vice President-Operations, North
America, for Burger King, responsible for 7,800 restaurants in the U.S. and
Canada.

         "Tom brings a tremendous depth of restaurant industry experience from
his career at Burger King. He will bring energy and new ideas to the
organization in his newest leadership role," said Schuessler. "Tom demonstrated
outstanding performance running the North American business for Burger King and
he has delivered excellent results during this time at Wendy's building sales
and profits, enhancing the brand and developing people."

         Replacing Mueller as Senior Vice President of Wendy's Northeast Region
is Edward K. Choe, who has been a Division Vice President for Wendy's in New
York and New Jersey for the past three years. Choe, 40, joined Wendy's when the
Company acquired franchised stores from Wenco Food Systems Co. in 1996. He was
Chief Operating Officer of Wenco and had been with the franchisee for 13 years.

                                  Page 4 of 5
<PAGE>   2
         "Ed did a great job integrating the Wenco franchise stores into our
Wendy's company store system and he also successfully managed the conversion and
integration of 40 Roy Rogers stores we acquired in the New York/New Jersey
market in 1996 and 1997," said Schuessler. "He is a superb operator and has done
an excellent job developing his division and his people."

         The Company also announced today that Chief Financial Officer Frederick
R. Reed will leave Wendy's International, Inc. to return to the practice of law
and to pursue several investment opportunities. Reed has stepped down from the
Company's board of directors.

         Reed's counsel to Wendy's dates back to the mid 1980s when he was a
senior partner with the firm of Vorys, Sater, Seymour and Pease LLP. He played
an important role in restoring the financial health of much of Wendy's franchise
community during the late 1980s. Reed, 51, was elected to Wendy's board of
directors in 1995 and then joined the Company's senior management team in 1996
as Executive Vice President, General Counsel and Secretary. He was promoted to
CFO in 1998 and elevated the Company's strategic focus on improving shareholder
value.

         Ronald E. Musick, Executive Vice President of Finance and Information
Technology, will serve as the Company's principal financial officer on an
interim basis. Musick, 59, will continue to manage the Company's accounting, tax
and information technology departments as well as Wendy's bakery operations. He
is a 27-year Wendy's veteran and a member of the board.

         John F. Brownley, Senior Vice President and Treasurer, will continue to
manage the Company's treasury functions including corporate finance, money and
banking, capital control and franchise finance. Brownley, 57, will also continue
to oversee investor relations, government relations, financial planning and
analysis, risk management and national security. He is a 19-year veteran of the
Company.

         Both Musick and Brownley will report to Schuessler until a new chief
financial officer is named. The Company has hired an executive search firm to
identify external candidates.

         Wendy's International, Inc. is one of the world's largest restaurant
operating and franchising companies, with more than $7 billion in systemwide
sales and two quality brands - Wendy's and Tim Hortons(R). Wendy's Old Fashioned
Hamburgers(R) was founded in 1969 by Dave Thomas and is the third largest
quick-service hamburger chain in the world with more than 5,500 restaurants in
the U.S., Canada and international markets. Tim Hortons was founded in 1964 by
Tim Horton and Ron Joyce and is the largest coffee and fresh baked goods chain
in Canada. There are more than 1,800 restaurants in North America.


CONTACT:
John D. Barker
Vice President, Investor Relations and Financial Communications
614-764-3044 or [email protected]

Denny Lynch
Vice President, Communications
614-764-3413

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