WENDYS INTERNATIONAL INC, 10-K405, 2000-03-31

WENDYS INTERNATIONAL INC
10-K405, 2000-03-31
EATING PLACES

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the Fiscal Year Ended January 2, 2000
---------------

( ) TRANSITIONAL 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
------------

Securities registered pursuant to Section 12(b) of the Act:
- -----------------------------------------------------------

Title of each class Name of each exchange on which registered
- ------------------------------------- -----------------------------------------
Common Shares, $.10 stated value New York, Boston, Chicago,
(115,507,000 shares outstanding Pacific and Philadelphia
at March 6, 2000) Stock Exchanges

$2.50 Term Convertible Securities, New York Stock Exchange
Series A Preferred Stock Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
- -----------------------------------------------------------

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 6, 2000 was $1,458,982,000.

Documents incorporated by reference:

Portions of the Annual Report to Shareholders set forth in the
Financial Statements and Other Information furnished with the
Definitive 2000 Proxy Statement dated March 7, 2000 are incorporated by
reference into Parts I and II.
Portions of the Definitive 2000 Proxy Statement dated March 7, 2000 are
incorporated by reference into Part III.
Exhibit index on pages 15-17.

1
<PAGE> 2
PART 1
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS
- --------------------------------------------------------------------------------
THE COMPANY

Wendy's International, Inc. was incorporated in 1969 under the laws of
the State of Ohio. Wendy's International, Inc. and its subsidiaries are
collectively referred to herein as the "Company."

The Company is primarily engaged in the business of operating,
developing and franchising a system of distinctive quick-service
restaurants. At January 2, 2000, there were 5,527 Wendy's restaurants
(Wendy's) in operation in the United States and in 30 other countries
and territories. Of these restaurants, 1,112 were operated by the
Company and 4,415 by the Company's franchisees.

Additionally, at January 2, 2000, the Company and its franchisees
operated 1,817 Tim Hortons (Hortons) restaurants in Canada and the
United States.

- --------------------------------------------------------------------------------
OPERATIONS

Each Wendy's restaurant offers a relatively standard menu featuring
hamburgers and filet of chicken breast sandwiches, which are prepared
to order with the customer's choice of condiments. Wendy's menu also
includes a pita sandwich, chicken nuggets, chili, baked and french
fried potatoes, prepared salads, desserts, soft drinks and other
non-alcoholic beverages and children's meals. In addition, the
restaurants sell a variety of promotional products on a limited basis.

Each Hortons unit offers coffee, cappucino, fresh baked goods such as
donuts, muffins, pies, croissants, tarts, cookies, cakes, bagels and in
some units sandwiches and soups.

The Company strives to maintain quality and uniformity throughout all
restaurants by publishing detailed specifications for food products,
preparation and service, by continual in-service training of employees
and by field visits from Company supervisors. In the case of
franchisees, field visits are made by Company personnel who review
operations and make recommendations to assist in compliance with
Company specifications.

Generally, the Company does not sell food or supplies to its Wendy's
franchisees. However, the Company has arranged for volume purchases of
many of these products. Under the purchasing arrangements, independent
distributors purchase certain products directly from approved suppliers
and then store and sell them to local company and franchised
restaurants. These programs help assure availability of products and
provide quantity discounts, quality control and efficient distribution.
These advantages are available both to the Company and to any
franchisees who choose to participate in the distribution program.

Under the Hortons franchise arrangements, the franchisee is required to
purchase certain products such as coffee, sugar, flour and shortening
from a Hortons subsidiary. These products are distributed from six
warehouses located across Canada. Products are delivered to Hortons'
restaurants primarily by Hortons' fleet of trucks and trailers.

The New Bakery Co. of Ohio, Inc., (Bakery) a wholly-owned subsidiary of
the Company, is a producer of buns for Wendy's restaurants. At January
2, 2000, the Bakery supplied 635 restaurants operated by the Company
and 1,941 restaurants operated by franchisees. At the present time, the
Bakery does not manufacture or sell any other products.

See Notes 7 and 14 on pages AA-17, AA-18, AA-22 and AA-23 of the
Financial Statements and Other Information furnished with the Company's
2000 Proxy Statement, which Notes are incorporated herein by reference,
for further information regarding revenues, income before income taxes
and total assets attributable to the Company's segments.

- --------------------------------------------------------------------------------
RAW MATERIALS

The Company and its franchisees have not experienced any material
shortages of food, equipment, fixtures or other products which are
necessary to restaurant operations. The Company anticipates no such
shortages of products and, in any event, alternate suppliers are
available.

2
<PAGE> 3
TRADEMARKS AND SERVICE MARKS OF THE COMPANY

The Company has registered certain trademarks and service marks in the
United States Patent and Trademark office and in international
jurisdictions, some of which include "Wendy's", "Wendy", "Old Fashioned
Hamburgers", "Quality Is Our Recipe", "Tim Hortons", "TimBits" and
"Your Friend Along the Way". The Company believes that these and other
related marks are of material importance to the Company's business.
Domestic trademarks and service marks expire at various times from 2000
to 2012, while international trademarks and service marks have various
durations of five to 20 years. The Company generally intends to renew
trademarks and service marks which expire.

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SEASONALITY

The Company's business is moderately seasonal. Average restaurant sales
are normally higher during the summer months than during the winter
months.

- --------------------------------------------------------------------------------
WORKING CAPITAL PRACTICES

Cash from operations, cash and investments on hand, and possible asset
sales, should enable the Company to meet its financing requirements. In
addition, the Company has available unused lines of credit.

- --------------------------------------------------------------------------------
COMPETITION

Each Company and franchised restaurant is in competition with other
food service operations within the same geographical area. The
quick-service restaurant industry is highly competitive. The Company
competes with other organizations primarily through the quality,
variety and value perception of food products offered. The number and
location of units, quality and speed of service, attractiveness of
facilities, effectiveness of marketing and new product development by
the Company and its competitors are also important factors. The price
charged for each menu item may vary from market to market depending on
competitive pricing and the local cost structure.

The Company's competitive position at its Wendy's restaurants is
enhanced by its use of fresh ground beef, its unique and diverse menu,
promotional products, its wide choice of condiments and the atmosphere
and decor of its restaurants. Hortons is known for the freshness of its
wide variety of baked goods and for its excellent coffee.

- --------------------------------------------------------------------------------
RESEARCH AND DEVELOPMENT

The Company engages in research and development on an ongoing basis,
testing new products and procedures for possible introduction into the
Company's systems. While research and development operations are
considered to be of prime importance to the Company, amounts expended
for these activities are not deemed material.

- --------------------------------------------------------------------------------
GOVERNMENT REGULATIONS

A number of states have enacted legislation which, together with rules
promulgated by the Federal Trade Commission, affect companies involved
in franchising. Much of the legislation and rules adopted have been
aimed at requiring detailed disclosure to a prospective franchisee and
periodic registration by the franchisor with state administrative
agencies. Additionally, some states have enacted, and others have
considered, legislation which governs the termination or non-renewal of
a franchise agreement and other aspects of the franchise relationship.
The United States Congress has also considered legislation of this
nature. The Company has complied with requirements of this type in all
applicable jurisdictions. The Company cannot predict the effect on its
operations, particularly on its relationship with franchisees, of
future enactment of additional legislation. Various other government
initiatives such as minimum wage rates and taxes can all have a
significant impact on the Company's performance.

- --------------------------------------------------------------------------------
ENVIRONMENT AND ENERGY

Various federal, state and local regulations have been adopted which
affect the discharge of materials into the environment or which
otherwise relate to the protection of the environment. The Company does
not believe that such regulations will have a material effect on its
capital expenditures, earnings or competitive position. The Company
cannot predict the effect of future environmental legislation or
regulations.

The Company's principal sources of energy for its operations are
electricity and natural gas. To date, the supply of energy available to
the Company has been sufficient to maintain normal operations.

3
<PAGE> 4
ACQUISITIONS AND DISPOSITIONS

The Company has from time to time acquired the interests of and sold
Wendy's restaurants to franchisees, and it is anticipated that the
Company may have opportunities for such transactions in the future. The
Company generally retains a right of first refusal in connection with
any proposed sale of a franchisee's interest. The Company will continue
to sell and acquire Wendy's restaurants in the future where prudent.

See Notes 9 and 10 on page AA-20 of the Financial Statements and Other
Information furnished with the Company's 2000 Proxy Statement, which
Notes are incorporated herein by reference, for further information
regarding acquisitions and dispositions.

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INTERNATIONAL OPERATIONS

Markets in Canada are currently being developed for both company owned
and franchised restaurants. In addition to the countries and
territories listed under Item 2 on page 7 of this Form 10-K, the
Company has granted development rights for Bahrain, Egypt, Morocco,
Qatar, Tunisia, the Yemen Arab Republic and the Municipality of
Shanghai and the Provinces of Jiangsu and Zhejiang, Peoples Republic of
China.

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FRANCHISED WENDY'S RESTAURANTS

As of January 2, 2000, the Company's franchisees operated 4,415 Wendy's
restaurants in 50 states, the District of Columbia and 30 other
countries and territories.

The rights and franchises under which most franchised restaurants in
the United States are operated are set forth in one basic document, the
Restaurant Franchise Agreement. This document gives the franchisee the
right to construct, own and operate a Wendy's restaurant upon a site
accepted by Wendy's and to use the Wendy's system in connection with
the operation of the restaurant at that site. Since 1995, the Company
has used a revised form of agreement, the Wendy's Unit Franchise
Agreement, for new franchised restaurants operated in the United
States.

Wendy's has in the past franchised under different agreements on a
multi-unit basis; however, now it is generally the intent of the
Company to grant new franchises both in the United States and foreign
countries on a unit-by-unit basis.

After having submitted to Wendy's the requested application and
financial materials, if initially approved by Wendy's, an individual
becomes an approved applicant upon the execution of a Preliminary
Letter Agreement. This Preliminary Letter Agreement does not guarantee
that the applicant will be accepted as a Wendy's franchisee but
entitles the applicant to commence a training program, intended to
allow both parties the opportunity to more carefully assess a long-term
franchise relationship. For existing franchisees who in Wendy's opinion
are not in need of additional training or part of a special program,
the Preliminary Letter Agreement may not be necessary. Upon the
execution of a Preliminary Letter Agreement, the applicant is required
to pay a non-refundable fee of $5,000 to help defray some of the cost
of initial orientation, the processing of the application and
background investigation.

Both the Restaurant Franchise Agreement and the Wendy's Unit Franchise
Agreement require that the franchisee pay a royalty of 4% of gross
receipts from the operation of the restaurant. Both Agreements also
typically require that the franchisee pay the Company a technical
assistance fee. In the United States, the technical assistance fee
required under newly executed Wendy's Unit Franchise Agreements is
currently $25,000 for each restaurant.

The technical assistance fee is used to defray some of the cost to the
Company in providing technical assistance in the development of the
Wendy's restaurant, initial training of franchisees or their operator
and in providing other assistance associated with the opening of the
Wendy's restaurant. In certain limited instances (like the regranting
of franchise rights or the relocation of an existing restaurant),
Wendy's may charge a reduced technical assistance fee or may waive the
technical assistance fee. The Company does not select or employ
personnel on behalf of the franchisees.

The rights and franchises currently offered for international
development are contained in the Franchise Agreement and Services
Agreement (the Agreements) which are issued upon approval of a
restaurant site. The Agreements are for an initial term of 10 years or
the term of the lease for the restaurant site, whichever is shorter.
The Agreements license the franchisee to use the Company's trademarks
and know-how in the operation of the restaurant. Upon execution of the
Agreements, the franchisee is required to pay a technical assistance
fee. Generally, the technical assistance fee is $30,000 for each
restaurant. Currently, the franchisee is required to pay monthly net
fees based on the monthly net sales of the restaurant, usually 4%.

See Schedule II on page 14 of this Form 10-K, and Management's Review
and Outlook on pages AA-1 through AA-7 and Note 11 on pages AA-20 and
AA-21 of the Financial Statements and Other Information furnished with
the Company's 2000 Proxy Statement (Management's Review and Outlook and
Note 11 are incorporated herein by reference) for further information
regarding reserves, commitments and contingencies involving
franchisees.

4
<PAGE> 5
FRANCHISED HORTONS UNITS

Hortons franchisees operate under several types of license agreements.
The typical term of a license agreement for a standard type of unit is
10 years plus aggregate renewal period(s) of approximately 10 years.

In Canada, for franchisees who lease land and/or buildings from
Hortons, the license agreement generally requires between 3% and 4.5%
of weekly gross sales for royalties plus a monthly rental which is the
greater of a base monthly rental payment or a percentage (usually 10%)
rental payment based on monthly gross sales. Where the franchisee
either owns the premises or leases it from a third party, the royalty
required is increased by 1.5%. In the United States, for franchisees
who lease land and/or buildings from Hortons, the license agreement
generally requires 4.5% of weekly gross sales for royalties plus a
monthly rental which is the greater of a base monthly rental payment or
a percentage (usually 8.5%) rental payment based on monthly gross
sales.

In addition, in the United States, Hortons has developed a franchise
incentive program (FIP) which is limited in scope and number of
participants. FIP provides for short-term financing for the initial
franchise fee as well as the purchase of certain equipment, furniture,
trade fixtures and interior signs. FIP also provides for a short-term
reduction of the standard royalty and rent payable.

Hortons generally retains the right to reacquire a franchisee's
interest in a restaurant in the event the franchisee wants to sell its
interest during the first five years of the term of the license
agreement. After such period, Hortons generally retains a right of
first refusal with regard to any proposed transfer of the franchisee's
interest in the restaurant, together with the right to consent to any
transfer to a new franchisee.

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ADVERTISING AND PROMOTIONS

Products sold by Wendy's restaurants are advertised through television,
radio, newspapers and a variety of promotional campaigns. The Company
attempts to keep franchisees informed of current advertising techniques
and effective promotions. The Company's advertising materials are also
made available to the franchisees. Both the Restaurant Franchise
Agreement and the Wendy's Unit Franchise Agreement provide that
franchisees will spend 4% of their gross receipts for advertising and
promotions. The Restaurant Franchise Agreement specifies 2% is to be
spent on local and regional advertising (including in many cases
cooperative advertising) and 2% is the required contribution to The
Wendy's National Advertising Program, Inc. (WNAP). Under the Restaurant
Franchise Agreement, the Company has the ability to increase the
required local and regional expenditures to 3%, for a total of 5% for
advertising and promotions, subject to certain conditions.

The Company has the ability under the Wendy's Unit Franchise Agreement
to specify and to change the 4% advertising and promotions allocation
subject to certain restrictions. Currently, the Company requires
franchisees under the Wendy's Unit Franchise Agreement to allocate 2%
to local and regional advertising and promotions and 2% to national
advertising and promotions. In addition, under that agreement the
Company may increase the total advertising and promotions contribution
to 5% for franchisees operating restaurants pursuant to that agreement,
if such increase is approved by an affirmative vote representing 75% or
more of all domestic Wendy's restaurants.

Since 1993, a systemwide vote has been taken on a proposal to increase
national advertising for the following calendar year. This voluntary
program reallocates the 4% required minimum advertising expenditures
such that 2.5% goes toward national advertising and 1.5% toward local
and regional advertising. The 1999 systemwide vote approved
reallocation through the end of fiscal year 2001. For the period from
September 1, 1998 through February 28, 1999, the national advertising
contribution rate was temporarily reduced to 1.75%. In 2002, these
minimum requirements will revert back to 2% for national and 2% for
local and regional advertising unless a new systemwide vote in 2001
approves reallocation for 2002.

In 1999, 1998 and 1997, approximately $144 million, $126 million and
$109 million, respectively, were spent on advertising, promotions and
related expenses by WNAP. WNAP is a not-for-profit corporation which
was established to collect and administer the funds contributed by the
Company and all domestic franchisees. WNAP's Trustees are comprised of
representatives of both the Company and its franchisees.

Products sold by Hortons restaurants are advertised through television,
radio, newspapers and a variety of promotional campaigns. Hortons
provides franchisees with in store advertising and promotional
materials. Tim Hortons Canada currently collects 4% of monthly gross
sales from franchisees as a contribution to the Tim Hortons Canada
advertising fund, known as the Tim Hortons Advertising and Promotion
Fund (Canada) Inc. (Ad Fund). Tim Hortons U.S. collects 4% of monthly
gross sales from franchisees as a contribution to the advertising
program utilized by Tim Hortons U.S., known as The Tim's National
Advertising Program (TNAP). During 1999, 1998 and 1997, approximately
$40 million, $33 million and $30 million, respectively, was spent by
the Ad Fund and approximately $4 million, $3 million and $2 million,
respectively, was spent by TNAP.

Products sold by Wendy's international restaurants outside of Canada
are advertised through various media including television, radio,
newspaper and a variety of promotional campaigns. Most international
franchisees are required by their franchise agreement to spend at least
4% of the net sales of their restaurants on advertising and marketing.
The Company assists its international franchisees in preparing and
executing marketing plans and endeavors to keep its international
franchisees informed of current advertising techniques and effective
promotions. The Company may from time to time establish other regional
advertising cooperatives.

See Note 13 on pages AA-21 and AA-22 of the Financial Statements and
Other Information furnished with the Company's 2000 Proxy Statement,
which Note is incorporated herein by reference, for further information
regarding advertising.

5
<PAGE> 6
PERSONNEL

As of January 2, 2000, the Company employed approximately 40,000
people, of whom approximately 38,000 were employed in company operated
restaurants. The total number of full-time employees at that date was
approximately 6,900. The Company believes that its employee relations
are satisfactory.

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ITEM 2. PROPERTIES

Wendy's restaurants are built to Company specifications as to exterior
style and interior decor. The majority are free-standing, one-story
brick buildings, substantially uniform in design and appearance,
constructed on sites of approximately 40,000 square feet, with parking
for approximately 45 cars. Some restaurants, located in downtown areas
or shopping malls, are of a store-front type and vary according to
available locations but generally retain the standard sign and interior
decor. The typical new free-standing restaurant contains about 2,910
square feet and has a food preparation area, a dining room capacity for
94 persons and a double pick-up window for drive-through service. The
restaurants are generally located in urban or heavily populated
suburban areas, and their success depends upon serving a large number
of customers. Wendy's also operates restaurants in special site
locations such as travel centers, gas station/convenience stores,
military bases, arenas, malls, hospitals, airports and college
campuses.

The standard Hortons restaurant currently being built consists of a
free-standing producing unit totaling 3,000 square feet. Each of these
includes a bakery capable of supplying fresh baked goods every 12 hours
to several satellite Hortons within a defined area. In addition,
Hortons has a 2,000 square foot restaurant which is a full-sized
restaurant without a bakery, a prefabricated, 500 square foot,
drive-through-only unit, kiosks, full-service carts and mobile carts
which are typically located in high traffic areas.

There are also Wendy's and Hortons concepts combined in one
free-standing unit which averages about 5,200 square feet. This unit
shares a common dining room seating 104 persons. Each unit has separate
food preparation and storage areas and most have separate pick-up
windows for each concept.

At January 2, 2000, the Company and its franchisees operated 5,527
Wendy's restaurants in the locations listed under Item 2 on page 7 of
this Form 10-K. In the fourth quarter of 1997, the Company identified
82 underperforming Wendy's restaurants, of which substantially all were
closed or franchised in 1998 (see Note 3 on page AA-15 of the Financial
Statements and Other Information furnished with the Company's 2000
Proxy Statement, which Note is incorporated herein by reference). Of
the 1,112 company operated Wendy's restaurants, the Company owned the
land and building for 477 restaurants, owned the building and held
long-term land leases for 364 restaurants and held leases covering land
and building for 271 restaurants. The Company's land and building
leases are written for terms of 10 to 25 years with one or more
five-year renewal options. In certain lease agreements the Company has
the option to purchase the real estate. Certain leases require the
payment of additional rent equal to a percentage (ranging from 1% to
10%) of annual sales in excess of specified amounts. Some of the real
estate owned by the Company is subject to mortgages which mature over
various terms. The Company also owned land and buildings for, or
leased, 501 Wendy's restaurant locations which were leased or subleased
to franchisees. Surplus land and buildings are generally held for sale.

At January 2, 2000, there were 1,817 Hortons units, of which all but
116 were franchise operated. Of the 1,701 franchised units, 325 were
owned by Hortons and leased to franchisees, 952 were leased by Hortons
and in turn subleased to a franchisee, with the remainder either owned
or leased directly by the franchisee.

6
<PAGE> 7

<TABLE>
<CAPTION>
Domestic Wendy's Domestic Tim Hortons
---------------- --------------------
State Company Franchise Company Franchise
<S> <C> <C> <C> <C>
Alabama -- 93 -- --
Alaska -- 10 -- --
Arizona 34 39 -- --
Arkansas -- 53 -- --
California 10 186 -- --
Colorado 38 62 -- --
Connecticut -- 31 -- --
Delaware -- 18 -- --
Florida 95 276 -- --
Georgia 34 199 -- --
Idaho -- 20 -- --
Illinois 83 113 -- --
Indiana 3 157 -- --
Iowa -- 36 -- --
Kansas 16 46 -- --
Kentucky 2 108 1 --
Louisiana 50 47 -- --
Maine 2 10 2 1
Maryland -- 109 -- --
Massachusetts 45 20 -- --
Michigan 31 184 31 10
Minnesota 23 19 -- --
Mississippi -- 67 -- --
Missouri 17 59 -- --
Montana -- 15 -- --
Nebraska -- 31 -- --
Nevada -- 44 -- --
New Hampshire 2 18 -- --
New Jersey 15 95 -- --
New Mexico -- 28 -- --
New York 57 139 3 14
North Carolina 30 164 -- --
North Dakota -- 7 -- --
Ohio 117 296 35 9
Oklahoma -- 41 -- --
Oregon 14 40 -- --
Pennsylvania 77 157 -- --
Rhode Island 4 11 -- --
South Carolina -- 99 -- --
South Dakota -- 9 -- --
Tennessee -- 172 -- --
Texas 66 238 -- --
Utah 34 16 -- --
Vermont -- 3 -- --
Virginia 40 136 -- --
Washington 25 35 -- --
West Virginia 18 49 2 --
Wisconsin -- 62 -- --
Wyoming -- 13 -- --
District of Columbia -- 6 -- --
--- ----- -- --
982 3,886 74 34
--- ----- -- --

International Wendy's International Tim Hortons
--------------------- -------------------------
Country/Territory Company Franchise Company Franchise

Argentina 23 -- -- --
Aruba -- 3 -- --
Bahamas -- 5 -- --
Canada 100 193 42 1,667
Cayman Islands -- 1 -- --
Colombia -- 3 -- --
Curacao -- 2 -- --
Dominican Republic -- 6 -- --
El Salvador -- 6 -- --
Greece -- 13 -- --
Guam 4 -- -- --
Guatemala -- 6 -- --
Hawaii 1 4 -- --
Honduras -- 13 -- --
Hungary -- 3 -- --
Iceland -- 1 -- --
Indonesia -- 28 -- --
Jamaica -- 2 -- --
Japan -- 90 -- --
Kuwait -- 2 -- --
Mexico -- 7 -- --
New Zealand -- 11 -- --
Philippines -- 47 -- --
Puerto Rico -- 29 -- --
Saipan -- 1 -- --
Saudi Arabia -- 13 -- --
Switzerland -- 1 -- --
United Arab Emirates -- 2 -- --
United Kingdom 2 4 -- --
Venezuela -- 31 -- --
Virgin Islands -- 2 -- --
--- --- -- -----
130 529 42 1,667
--- --- -- -----
</TABLE>

7
<PAGE> 8
ITEM 3. LEGAL PROCEEDINGS

Not applicable.

- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

This information is incorporated herein by reference from page AA-26 of
the Financial Statements and Other Information furnished with the
Company's 2000 Proxy Statement.

- --------------------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA

This information is incorporated herein by reference from page AA-26 of
the Financial Statements and Other Information furnished with the
Company's 2000 Proxy Statement.

- --------------------------------------------------------------------------------
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Management's Review and Outlook on pages AA-1 through AA-7 of the
Financial Statements and Other Information furnished with the Company's
2000 Proxy Statement is incorporated herein by reference.

- --------------------------------------------------------------------------------
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

- --------------------------------------------------------------------------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company at January 2, 2000
and January 3, 1999, and for each of the three fiscal years in the
periods ended January 2, 2000, January 3, 1999 and December 28, 1997
and the Report of Independent Accountants on these Consolidated
Financial Statements are incorporated herein by reference from pages
AA-8 through AA-24 of the Financial Statements and Other Information
furnished with the Company's 2000 Proxy Statement.

The Report of Independent Accountants on the Company's Consolidated
Financial Statement Schedule is included on page 13 of this report.

- --------------------------------------------------------------------------------
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

8
<PAGE> 9
PART III
- --------------------------------------------------------------------------------
ITEMS 10, 11, 12, AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
Name Age Position with Company Officer Since

<S> <C> <C> <C>
R. David Thomas 67 Senior Chairman of the Board and Founder, Director 1969

Frederick R. Reed 51 Chief Financial Officer, Director 1996

John T. Schuessler 49 Chief Executive Officer and President, Director 1983

George Condos 46 Executive Vice President 1982

Ronald E. Musick 59 Executive Vice President, Director 1986

Edward L. Austin 42 Senior Vice President 1990

Emil J. Brolick 52 Senior Vice President 1988

John F. Brownley 57 Senior Vice President and Treasurer 1981

Donald F. Calhoon 48 Senior Vice President 1984

Kathie T. Chesnut 48 Senior Vice President 1990

Joyce L. Eufemi 53 Senior Vice President 1993

Stephen D. Farrar 49 Senior Vice President 1984

Brion G. Grube 48 Senior Vice President 1990

Lawrence A. Laudick 52 Senior Vice President, General Controller and 1976
Assistant Secretary

Leon M. McCorkle, Jr. 59 Senior Vice President, General Counsel and Secretary 1998

Kathleen A. McGinnis 48 Senior Vice President 1989

Thomas J. Mueller 48 Senior Vice President 1998

James J. Rieger 53 Senior Vice President 1994

Jack C. Whiting 50 Senior Vice President 1987
</TABLE>

No arrangements or understandings exist pursuant to which any person
has been, or is to be, selected as an officer, except in the event of a
change in control of the Company, as provided in the Company's Key
Executive Agreements. The executive officers of the Company are
appointed by the Board of Directors.

With the exception of Messrs. Reed, Schuessler, Austin, Brolick,
Calhoon, Ms. Eufemi, Mr. Laudick, Mr. McCorkle, Mr. Mueller and Mr.
Rieger, each of the above individuals has held the same principal
occupation with the Company for at least the last five years.

Mr. Reed was a partner of Vorys, Sater, Seymour and Pease LLP from
January 1, 1980 to August 31, 1996. He was Executive Vice President,
General Counsel and Secretary of the Company from September 3, 1996 to
April 1, 1997. He has served as Chief Financial Officer since April 1,
1997. Mr. Reed was also General Counsel until August 31, 1998 and
Secretary until February 11, 2000.

Mr. Schuessler joined the Company in 1974. He served in Company
Operations as Regional Vice President from 1983 to 1984, Zone Vice
President from 1984 to 1986, and Division Vice President from 1986
until 1987, when he was promoted to Senior Vice President of the
Northeast Region. In 1995, Mr. Schuessler was promoted to Executive
Vice President of U.S. Operations. He was named President and Chief
Operating Officer, U.S. Operations in 1997, and Chief Executive Officer
and President on March 16, 2000.

Mr. Austin joined the Company in 1976. Before being named Senior Vice
President of the Southeast Region in 1996, Mr. Austin had held the
position of Division Vice President for the New Orleans Division since
1994 and for the Los Angeles Division since 1990.

Mr. Brolick joined the Company in 1988 as Vice President of Planning.
In 1988 he became Vice President, Strategic Planning and Research and
New Product Marketing. He was named Senior Vice President, Strategic
Planning and Research and New Product Marketing in 1995. Prior to
joining Wendy's, Mr. Brolick was with Ponderosa, Inc. as Vice
President, Marketing and Concept Development.

9
<PAGE> 10
Mr. Calhoon joined the Company in 1978 and held various positions with
the Company until being named Vice President, Field Marketing in 1984.
In 1989 he was promoted to Vice President, Corporate Marketing and in
1995 was named Senior Vice President, Corporate Marketing.

Ms. Eufemi joined the Company in 1993. After holding the position of
Division Vice President for both the Colonial Division and Chicago
Division, she was named Senior Vice President of the Upper U.S. Region
in 1995. Prior to joining the Company, Ms. Eufemi was with
Nutri/System, Inc. from 1989 to 1993 as Vice President/General Manager
of the Western Region.

Mr. Laudick joined the Company in 1976 as Assistant Controller. He was
named Controller in 1977, General Controller in 1981, Vice President
and General Controller in 1983 and Senior Vice President and General
Controller in 1997. Mr. Laudick has also served as Assistant Secretary
since 1976.

Mr. McCorkle joined the Company in 1998 as Senior Vice President and
General Counsel. Prior to joining the Company, he was a senior partner
of Vorys, Sater, Seymour and Pease LLP.

Mr. Mueller joined the Company in 1998 as Senior Vice President,
Special Projects, and in 1999 he was named Senior Vice President for
the Northeast Region. Prior to joining the Company, Mr. Mueller was
with Burger King from 1973 to 1997, where his most recent position was
Senior Vice President, North American Operations.

Mr. Rieger joined the Company in 1994 as Regional Vice President -
International for the Latin America Region and in 1996 became Vice
President - International Development. In 1998, Mr. Rieger was promoted
to Senior Vice President - International Division. Prior to joining the
Company, Mr. Rieger had been with Metromedia Steakhouses Company since
1982 where he served as Senior Vice President, Chief Financial Officer,
Treasurer and Corporate Controller.

The information required by these Items, other than the information set
forth above, is omitted and incorporated herein by reference from the
Company's 2000 Proxy Statement dated March 7, 2000. However, no
information set forth in the 2000 Proxy Statement regarding the Report
of the Compensation Committee on Executive Compensation (pages 10-13)
or the performance graph (page 14) shall be deemed incorporated by
reference into this Form 10-K.

PART IV

- --------------------------------------------------------------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) and (2) - The following Consolidated Financial Statements
of Wendy's International, Inc. and Subsidiaries, included in
the Financial Statements and Other Information furnished with
the Company's 2000 Proxy Statement on pages AA-8 to AA-24 and
incorporated by reference in Item 8, are filed as part of this
Annual Report on Form 10-K.

Consolidated Statements of Income - Years ended January 2,
2000, January 3, 1999 and December 28, 1997.

Consolidated Balance Sheets - January 2, 2000 and January 3,
1999.

Consolidated Statements of Cash Flows - Years ended January
2, 2000, January 3, 1999 and December 28, 1997.

Consolidated Statements of Shareholders' Equity - Years
ended January 2, 2000, January 3, 1999 and December 28,
1997.

Consolidated Statements of Comprehensive Income - Years
ended January 2, 2000, January 3, 1999 and December 28,
1997.

Notes to the Consolidated Financial Statements.

Report of Independent Accountants.

(3) Listing of Exhibits - See Index to Exhibits.

The following management contracts or compensatory plans or
arrangements are required to be filed as exhibits to this
report:

Sample Restated Key Executive Agreement between the Company
and Messrs. Brolick, Brownley, Calhoon, Condos, Laudick,
McCorkle, Musick, Rath, Reed, Schuessler, Teter, Thomas,
Mrs. Chesnut and Mrs. McGinnis.

Sample Key Executive Agreement between the Company, The TDL
Group Ltd. and Mr. House.

Agreement between the Company and Mr. Teter.

Employment Agreement between The TDL Group Ltd. (a
subsidiary of the Company) and Mr. Joyce.

10
<PAGE> 11
Amendment to Employment Agreement between The TDL Group Ltd.
and Mr. Joyce.

Employment Agreement between The TDL Group Co. (a subsidiary
of the Company), Mr. Joyce and the Company.

Amended and Restated Senior Executive Earnings Maximization
Plan.

Description of Earnings Maximization Plan.

Description of Management Incentive Plan.

Supplemental Executive Retirement Plan, as amended.

1978 Non-Qualified Stock Option Plan, as amended.

1982 Stock Option Plan, as amended.

1984 Stock Option Plan, as amended.

1987 Stock Option Plan, as amended.

1990 Stock Option Plan, as amended.

(b) The Company filed two Reports on Form 8-K during the quarter
ended January 2, 2000. The Form 8-K filed October 8, 1999
announced (under Item 5) the closure of seven company operated
restaurants in the United Kingdom. A copy of the press release
issued October 8, 1999 was attached.

The Form 8-K filed December 20, 1999 announced the death of
Gordon F. Teter, the Company's Chairman of the Board, Chief
Executive Officer and President. The Form 8-K also announced
that R. David Thomas, Senior Chairman of the Board, would
actively supervise the management of the Company and that a
special Chairman's Management Council had been formed. Copies
of the two press releases dated December 19, 1999 were
attached.

(d) The following Consolidated Financial Statement Schedule of
Wendy's International, Inc. and Subsidiaries is included in
Item 14(d): II - Valuation and Qualifying Accounts.

All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions, are inapplicable, or the information has been
disclosed elsewhere.

11
<PAGE> 12
SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

By /s/ FREDERICK R. REED 3/31/00
-------------------------------
Frederick R. Reed
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<S> <C>
/s/ R. DAVID THOMAS* 3/31/00 /s/ RONALD V. JOYCE* 3/31/00
---------------------------------- -------------------------------------------
R. David Thomas, Ronald V. Joyce, Director
Senior Chairman of the Board and
Founder, Director

/s/ JOHN T. SCHUESSLER* 3/31/00 /s/ FREDERICK R. REED 3/31/00
---------------------------------- -------------------------------------------
John T. Schuessler, Chief Executive Frederick R. Reed, Chief Financial
Officer and President, Director Officer, Director

/s/ RONALD E. MUSICK* 3/31/00 /s/ PAUL D. HOUSE* 3/31/00
---------------------------------- -------------------------------------------
Ronald E. Musick, Executive Vice Paul D. House, Director
President, Director

/s/ LAWRENCE A. LAUDICK* 3/31/00
----------------------------------
Lawrence A. Laudick, Senior Vice
President, General Controller
and Assistant Secretary

/s/ ERNEST S. HAYECK* 3/31/00 /s/ JANET HILL* 3/31/00
---------------------------------- -------------------------------------------
Ernest S. Hayeck, Director Janet Hill, Director

/s/ THOMAS F. KELLER* 3/31/00 /s/ TRUE H. KNOWLES* 3/31/00
---------------------------------- -------------------------------------------
Thomas F. Keller, Director True H. Knowles, Director

/s/ ANDREW G. McCAUGHEY* 3/31/00 /s/ FIELDEN B. NUTTER, SR.* 3/31/00
---------------------------------- -------------------------------------------
Andrew G. McCaughey, Director Fielden B. Nutter, Sr., Director

/s/ JAMES V. PICKETT* 3/31/00 /s/ THEKLA R. SHACKELFORD* 3/31/00
---------------------------------- -------------------------------------------
James V. Pickett, Director Thekla R. Shackelford, Director

*By /s/ FREDERICK R. REED 3/31/00

Frederick R. Reed
Attorney-in-Fact
</TABLE>

12
<PAGE> 13
REPORT OF INDEPENDENT ACCOUNTANTS

- --------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF WENDY'S INTERNATIONAL, INC.

Our audits of the consolidated financial statements referred to in our
report dated February 11, 2000, appearing on page AA-24 of the
Financial Statements and Other Information furnished with the 2000
Proxy Statement of Wendy's International, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(d) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

Columbus, Ohio PricewaterhouseCoopers LLP
February 11, 2000

- --------------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration
Statements of Wendy's International, Inc. on Form S-8 (File Nos.
2-67253, 2-98696, 33-18177, 2-82823, 33-36602, 33-36603, 333-9261,
333-32675, 33-57913, 333-60031, 333-60033 and 333-83973) of our reports
dated February 11, 2000, on our audits of the consolidated financial
statements and financial statement schedule of Wendy's International,
Inc. as of January 2, 2000 and January 3, 1999 and for the years ended
January 2, 2000, January 3, 1999 and December 28, 1997, which reports
are either included or incorporated by reference in this Annual Report
on Form 10-K.

Columbus, Ohio PricewaterhouseCoopers LLP
March 31, 2000

13
<PAGE> 14
<TABLE>
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)

<CAPTION>
Charged
Balance at (Credited) Balance at
Beginning to Costs & Additions End of
Classification of Year Expenses (Deductions) (a) Year

<S> <C> <C> <C> <C> <C>
Fiscal year ended January 2, 2000:
Reserve for royalty receivables $ 2,998 $ (275) $ (1,060) $ 1,663
Reserve for possible franchise-
related losses & contingencies 17,282 2,371 (13,641) (b) 6,012
------- ------- -------- -------
$20,280 $ 2,096 $(14,701) $ 7,675
------- ------- -------- -------
Fiscal year ended January 3, 1999:
Reserve for royalty receivables $ 1,962 $ 1,237 $ (201) $ 2,998
Reserve for possible franchise-
related losses & contingencies 5,883 12,012 (613) 17,282
------- ------- -------- -------
$ 7,845 $13,249 $ (814) $20,280
------- ------- -------- -------
Fiscal year ended December 28, 1997:
Reserve for royalty receivables $ 2,044 $ 71 $ (153) $ 1,962
Reserve for possible franchise-
related losses & contingencies 6,630 109 (856) 5,883
------- ------- -------- -------
$ 8,674 $ 180 $ (1,009) $ 7,845
------- ------- -------- -------
</TABLE>

(a) Primarily represents reserves written off or reversed due to the
resolution of certain franchise situations.

(b) The decline in the reserves during 1999 substantially all relates to
the franchisee settlement in Argentina (see Note 11 to the Consolidated
Financial Statements).

Year-end balances are reflected in the Consolidated Balance Sheet as follows:

<TABLE>
<CAPTION>
January 2, January 3, December 28,
2000 1999 1997
---- ---- ----
<S> <C> <C> <C>
Deducted from accounts receivable $5,362 $ 7,816 $5,979
Deducted from notes receivable - current 467 596 106
Deducted from notes receivable - long-term 1,846 11,350 1,255
Included in accrued expenses - other 518 505
------ ------- ------
$7,675 $20,280 $7,845
------ ------- ------
</TABLE>

14
<PAGE> 15

WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Description Where found

<S> <C> <C>
2(a) Share Purchase Agreement, dated as of Incorporated herein by reference from
October 31, 1995, by and among Wendy's Exhibit 2 of Form 10-Q for the quarter
International, Inc., 1149658 Ontario Inc., ended October 1, 1995.
632687 Alberta Ltd. and Ronald V. Joyce

(b) Amendment to the Share Purchase Incorporated herein by reference to Exhibit 2.2
Agreement, dated as of December 28, to Ronald V. Joyce's Schedule 13D, dated
1995, by and among Wendy's January 5, 1996.
International, Inc., 1149658 Ontario Inc.,
1052106 Ontario Limited and Ronald V.
Joyce

(c) Agreement between Ronald V. Joyce, Incorporated herein by reference from Exhibit 2
WENTIM, LTD., Wendy's International, Inc. of Form 10-Q for the quarter ended October
and the Irrevocable Trust for the Benefit of 4, 1998.
Ronald V. Joyce, dated as of September 16, 1998

(d) Amendment to Share Purchase Agreement, Incorporated herein by reference from Exhibit
dated as of February 25, 1999, by and among 2(d) of Form 10-K for the year ended January
Wendy's International, Inc., WENTIM, LTD. 3, 1999.
and Ronald V. Joyce

(e) Share Exchange Agreement, dated as of Incorporated herein by reference to Exhibit 2.3
December 29, 1995, by and among to Ronald V. Joyce's Schedule 13D, dated
Wendy's International, Inc., 1149658 Ontario January 5, 1996.
Inc., and Ronald V. Joyce

(f) Amending Agreement No. 2 to the Share Incorporated herein by reference from Exhibit
Exchange Agreement, dated as of February 2(f) of Form 10-K for the year ended January
25, 1999, by and among Wendy's International, 3, 1999.
Inc., WENTIM, LTD. and Ronald V. Joyce

(g) Provisions attaching to Exchangeable Incorporated herein by reference to Exhibit 2.4
Shares to Ronald V. Joyce's Schedule 13D, dated
January 5, 1996.

(h) Support Agreement, dated as of December Incorporated herein by reference to Exhibit 2.5
29, 1995, by and among Wendy's to Ronald V. Joyce's Schedule 13D, dated
International, Inc., 1149658 Ontario Inc., January 5, 1996.
and Ronald V. Joyce

(i) Irrevocable Trust Agreement for the Benefit Incorporated herein by reference to Exhibit 2.6
of Ronald V. Joyce, dated as of December to Ronald V. Joyce's Schedule 13D, dated
29, 1995, between Dana Klein and The January 5, 1996.
Huntington Trust Company, N.A.

(j) Subscription Agreement, dated as of Incorporated herein by reference to Exhibit 2.7
December 29, 1995, by and between to Ronald V. Joyce's Schedule 13D, dated
the Irrevocable Trust for the Benefit January 5, 1996.
of Ronald V. Joyce and Wendy's
International, Inc.

(k) Amending Agreement No. 2 to the Incorporated herein by reference from Exhibit
Subscription Agreement, dated as of February 2(k) of Form 10-K for the year ended January
25, 1999, by and between the Irrevocable 3, 1999.
Trust for the Benefit of Ronald V. Joyce
and Wendy's International, Inc.

(l) Guaranty Agreement, dated as of Incorporated herein by reference to Exhibit 2.8
December 29, 1995, by and between the to Ronald V. Joyce's Schedule 13D, dated
Irrevocable Trust for the Benefit of Ronald January 5, 1996.
V. Joyce and Ronald V. Joyce
</TABLE>

15
<PAGE> 16
<TABLE>
<S> <C> <C>
(m) Amending Agreement No. 2 to the Guaranty Incorporated herein by reference from Exhibit
Agreement, dated as of February 25, 1999, by 2(m) of Form 10-K for the year ended January
and between the Irrevocable Trust for the 3, 1999.
Benefit of Ronald V. Joyce and Ronald V. Joyce

(n) Registration Rights Agreement, dated as of Incorporated herein by reference to Exhibit 2.10
December 29, 1995, by and between Wendy's to Ronald V. Joyce's Schedule 13D,
International, Inc. and Ronald V. Joyce dated January 5, 1996.

(o) Amending Agreement No. 1 to the Registration Incorporated herein by reference from Exhibit
Rights Agreement, dated as of February 25, 2(o) of Form 10-K for the year ended January
1999, by and between Wendy's International, 3, 1999.
Inc. and Ronald V. Joyce

3(a) Articles of Incorporation, as amended to Incorporated herein by reference from Exhibit
date 3(a) of Form 10-K for the year ended January
3, 1999.

(b) New Regulations, as amended Incorporated herein by reference from
Exhibit 3(b) of Form 10-Q for the quarter
ended March 31, 1996.

*4(a) Indenture between the Company and Incorporated herein by reference from
The Huntington National Bank pertaining Form S-3 Registration Statement, File No.
to 7% debentures and 6.35% notes due 33-57101.
December 15, 2025 and December 15, 2005,
respectively

(b) Indenture for subordinated debt securities Incorporated herein by reference
from between the Company and NBD Bank, Exhibit 4(a) of Form 10-Q for the quarter
as trustee ended September 29, 1996.

(c) First Supplemental Indenture between the Incorporated herein by reference from
Company and NBD Bank Exhibit 4(b) of Form 10-Q for the quarter
ended September 29, 1996.

(d) Amended and Restated Declaration of Trust Incorporated herein by reference from
of Wendy's Financing I Exhibit 4(c) of Form 10-Q for the quarter
ended September 29, 1996.

(e) Certificate P-1 Evidencing Trust Preferred Incorporated herein by reference from
Securities of Wendy's Financing I Exhibit 4(d) of Form 10-Q for the quarter
ended September 29, 1996.

(f) Certificate P-2 Evidencing Trust Preferred Incorporated herein by reference from
Securities of Wendy's Financing I Exhibit 4(e) of Form 10-Q for the quarter
ended September 29, 1996.

(g) Preferred Securities Guarantee Agreement Incorporated herein by reference from
for the benefit of the holders of Trust Exhibit 4(f) of Form 10-Q for the quarter
Preferred Securities of Wendy's Financing I ended September 29, 1996.

(h) 5% Convertible Subordinated Debenture Incorporated herein by reference from
of the Company Exhibit 4(g) of Form 10-Q for the quarter
ended September 29, 1996.

(i) Amended and Restated Rights Agreement Incorporated herein by reference from
between the Company and American Stock Amendment No. 2 to Form 8-A/1A Registration
Transfer and Trust Company Statement, File No. 1-8116.

10(a) Sample Restated Key Executive Agreement Incorporated herein by reference from Exhibit
between the Company and Messrs. Brolick, 10(a) of Form 10-K for the year ended January
Brownley, Calhoon, Condos, Laudick, McCorkle, 3, 1999.
Musick, Rath, Reed, Schuessler, Teter, Thomas,
Mrs. Chesnut and Mrs. McGinnis
</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.

16
<PAGE> 17
<TABLE>
<S> <C> <C> <C>
(b) Sample Key Executive Agreement between Incorporated herein by reference from Exhibit
the Company, The TDL Group Ltd. and 10 of Form 10-Q for the quarter ended July
Mr. House 4, 1999.

(c) Agreement between the Company Incorporated herein by reference from
and Mr. Teter Exhibit 10(e) of Form 10-K for the year
ended January 1, 1995.

(d) Employment Agreement between The Incorporated herein by reference from
TDL Group Ltd. (a subsidary of the Exhibit 10(f) of Form 10-K for the year
Company) and Ronald V. Joyce ended December 31, 1995.

(e) Amendment to Employment Agreement Incorporated herein by reference from
between The TDL Group Ltd. (a subsidiary Exhibit 10 of Form 10-Q for the quarter
of the Company) and Ronald V. Joyce ended March 31, 1996.

(f) Employment Agreement between The TDL Incorporated herein by reference from
Group Co. (a subsidiary of the Company), Exhibit 10 of Form 10-Q for the quarter
Ronald V. Joyce and the Company ended October 4, 1998.

(g) Amended and Restated Senior Executive Incorporated herein by reference from the
Earnings Maximization Plan Annex to the Company's Definitive 1999
Proxy Statement, dated March 10, 1999.

(h) Description of Earnings Maximization Plan Incorporated herein by reference from Exhibit
10(g) of Form 10-K for the year ended January
3, 1999.

(i) Description of Management Incentive Plan Incorporated herein by reference from Exhibit
10(h) of Form 10-K for the year ended January
3, 1999.

(j) Supplemental Executive Retirement Plan, Incorporated herein by reference from
as amended Exhibit 10(j) of Form 10-K for the year
ended December 31, 1995.

(k) 1978 Non-Qualified Stock Option Plan, Attached hereto.
as amended

(l) 1982 Stock Option Plan, as amended Attached hereto.

(m) 1984 Stock Option Plan, as amended Attached hereto.

(n) 1987 Stock Option Plan, as amended Attached hereto.

(o) 1990 Stock Option Plan, as amended Incorporated herein by reference from
the Company's Definitive Proxy
Statement, dated March 7, 2000.

13 Portions of the Annual Report to Incorporated herein by reference from the
Shareholders set forth in the Financial Financial Statements and Other information
Statements and Other Information furnished furnished with the Company's Definitive 2000
with the Company's Definitive 2000 Proxy Proxy Statement, dated March 7, 2000.
Statement, dated March 7, 2000, as
described in Parts I and II of this
Annual Report on Form 10-K.

21 Subsidiaries of the Registrant Attached hereto.

23 Consent of PricewaterhouseCoopers LLP Incorporated by reference to page 13
of this Form 10-K.

24 Powers of Attorney Attached hereto.

99 Safe harbor under the Private Securities Attached hereto.
Litigation Reform Act of 1995
</TABLE>

<PAGE> 1
Exhibit 10 K

WENDY'S INTERNATIONAL, INC.

1978 NON-QUALIFIED STOCK OPTION PLAN
(Reflects amendments through February 23, 1994)

SECTION 1. PURPOSE. This 1978 Non-Qualified Stock Option Plan
(hereinafter referred to as the "Plan") is intended as a means whereby key
employees (hereinafter referred to as "Employee" or "Employees" and "Optionee"
or "Optionees") of Wendy's International, Inc. (hereinafter referred to as the
"Company") or its subsidiaries (hereinafter referred to as the "Subsidiaries")
can each enlarge his proprietary interest in the Company, thereby assuring
closer identification of his interest with those of the Company and thereby
encouraging the judgment, initiative and efforts of the Employees for the
successful conduct of the Company's business.

SECTION 2. ADMINISTRATION OF THE PLAN. The Board of Directors of the
Company shall appoint a Compensation Committee (hereinafter referred to as the
"Committee") of not less than three (3) Directors to administer the Plan. The
members of the Committee shall serve at the pleasure of the Board, which shall
have the power at any time, or from time to time, to remove members from the
Committee or to add members thereto. No member of the Committee, while serving
as such, shall be eligible to participate in the Plan. The Committee shall
construe and interpret the Plan, establish such rules as it deems necessary for
the proper administration of the Plan and make such determinations and take such
other action in connection with the Plan as it deems necessary and advisable. It
shall determine the individuals to whom and the time or times at which Options
shall be granted, the number of shares to be subject to each Option, the Option
price and the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for the purposes of the
Plan. Any such construction, interpretation, rule, determination or other action
taken by the Committee pursuant to the Plan shall be binding and conclusive upon
the approval by the Board of Directors.

Actions by a majority of the Committee at a meeting at which a quorum is
present, or actions approved in writing by all of the members of the Committee,
shall be the valid acts of the Committee. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it.

The Committee shall have no authority to make any adjustment (other than
in connection with a stock dividend, recapitalization or other transaction where
an adjustment is permitted or required under the terms of this Plan) or
amendment of the exercise price of an Option previously granted under this Plan,
whether through amendment, cancellation or replacement grants, or other means,
unless the Company's shareholders shall have approved such adjustment or
amendment.

without having been exercised in full, the unpurchased shares with respect
thereto shall again be available for other Options to be granted under the Plan
unless the Plan shall have been terminated.

SECTION 4. SELECTION OF OPTIONEES. The Committee, from time to time,
subject to the terms and provisions of the Plan, may grant Options to any
present and future full-time key employees of the Company and of its present and
future Subsidiaries. In determining the persons to whom Options shall be granted
and the number of shares to be covered by each Option, the Committee may take
into account the nature of the services rendered by such persons, their present
and potential contributions to the success and growth of the Company and its
Subsidiaries, and such other factors as the Committee, in its discretion, shall
deem relevant. Any person who has been granted an Option under the Plan or under
a prior stock option plan of the Company may be granted an additional Option or
Options under the Plan if the Committee shall so determine.

SECTION 5. OPTION PRICE. The purchase price for the shares covered by
each Option granted shall be not less than one hundred percent (100%) of the
fair market value of the shares on the date of the grant of the Option. Such
fair market value shall be equal to the mean of the high and low prices at which
Common Shares of the Company are traded on the New York Stock Exchange on such
date.

SECTION 6. OPTION REQUIREMENTS. The Options granted pursuant to the Plan
shall be authorized by the Committee and shall be evidenced in writing in a form
recommended by the Committee and approved by the Board of Directors and shall
include the following terms and conditions:

(a) OPTIONEE. Each Option shall state the name of the Optionee.

(b) NUMBER OF SHARES. Each Option shall state the number of shares to
which that Option pertains. During any fiscal year of the Company,
no Optionee shall be granted Options covering more than five
percent (5%) of the maximum number of Common Shares which may be
issued upon exercise of Options granted under the Plan.

(c) PURCHASE PRICE. Each option shall state the Option price, which
shall be not less than one hundred percent (100%) of the fair
market value of the shares covered by such Option on the date of
the grant of such Option.

(d) PAYMENT. Each Option shall state that the Option price shall be
payable upon the exercise of the Option and may be paid in cash or
by check in United States Dollars.

-2-
<PAGE> 3
(e) LENGTH OF OPTION. Each Option shall be granted for a period to be
determined by the Committee but in no event to exceed more than 10
years. However, subject to Sections 9 and 10, each Option shall be
exercisable only during such portion of its term as the Committee
shall determine, and only if the Optionee is employed by the
Company and the Subsidiary of the Company at the time of such
exercise.

(f) EXERCISE OF OPTION. Each Optionee shall have the right to exercise
his Option in the manner specified in the agreement evidencing the
granting of such Option.

SECTION 7. METHOD OF EXERCISE OF OPTIONS. Each Option shall be exercised
pursuant to the terms of such Option and pursuant to the terms of the Plan by
giving written notice to the Company at its principal place of business,
accompanied by cash or a check in payment of the Option price for the number of
shares specified and paid for. The Company shall make delivery of such shares as
soon as possible; provided, however, that if any law or regulation requires the
Company to take action with respect to the shares specified in such notice
before issuance thereof, the date of delivery of such shares shall then be
extended for the period necessary to take such action.

SECTION 8. NON-TRANSFERABILITY OF OPTIONS. During the Optionee's
lifetime, the Options shall be exercised only by him. The Options shall not be
transferable and shall terminate as provided in this Plan.

SECTION 9. EARLIER TERMINATION OF OPTIONS. Except as set forth in
Section 10, upon the termination of the Optionee's employment for any reason
whatsoever, the Options will terminate as to all shares covered by Options which
have not yet been exercised as of the date of such termination.

SECTION 10.

(a) EXERCISE UPON DEATH OR DISABILITY. In the event an Optionee dies
while employed by the Company or a Subsidiary, then all Options
held by the Optionee shall become immediately exercisable as of the
date of death, and the estate of the deceased Optionee shall have
the right to exercise any rights the Optionee would otherwise have
under this Plan for a period of one year after the date of the
Optionee's death, with exercise to be made as set forth in Section
7.

In the event an Optionee becomes Disabled while employed by the
Company or a Subsidiary, then all Options held by the Optionee
shall become immediately exercisable as of the date the Optionee
becomes Disabled, and the Optionee (or, in the event the Optionee
is incapacitated and unable to exercise Options, the Optionee's
legal guardian or legal representative whom the Committee deems
appropriate based on applicable facts and circumstances) shall have
the right to

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<PAGE> 4
exercise any rights the Optionee would otherwise have under this
Plan for a period of one year after the date the Optionee becomes
Disabled, with exercise to be made as set forth in Section 7.

(c) EXERCISE UPON TERMINATION OF EMPLOYMENT IN CONNECTION WITH A
DISPOSITION OF RESTAURANTS. In the event an Optionee's employment
with the Company and its Subsidiaries is terminated without cause
in connection with a disposition of one or more restaurants by the
Company or its Subsidiaries, the Optionee shall have the right to
exercise any rights the Optionee would otherwise have under this
Plan for a period of one year following the Optionee's termination
of employment, with exercise to be made as set forth in Section 7.

SECTION 11. REVOCATION OF THE PLAN AND OPTIONS. This Plan and the
various Options granted, but not yet exercised hereunder, are revocable at the
discretion of the Board of Directors.

SECTION 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event
any dividend upon the Common Shares payable in shares is declared by the
Company, or in case of any subdivision or combination of the outstanding Common
Shares, the number of shares allotted under the Plan for Options already granted
shall be increased or decreased proportionately so that there will be no change
in the aggregate purchase price payable upon the exercise of the Options. In the
event of any other recapitalization or any reorganization, merger, consolidation
or any other change in the corporate structure or stock of the Company, the
Committee shall make such adjustment, if any, as it may deem appropriate to
accurately reflect the terms of the Options as to the number and kind of shares
available under the Plan and the number and kind of shares deliverable upon
subsequent exercising of the Options and in the Option prices under the Options.

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<PAGE> 5
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the Board.

SECTION 14. RIGHT AS SHAREHOLDER. Neither the Optionee, nor his
executor, administrator, heirs, or legatees, shall be or have any rights or
privileges of a shareholder of the Company in respect to the shares transferable
upon exercise of any Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred and delivered and
the transferee has caused his name to be entered as the shareholder of record on
the books of the Company.

SECTION 15. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

SECTION 16. AMENDMENT OR TERMINATION. The Board of Directors may amend
or terminate the Plan at any time, provided that the Board shall not (except as
provided in Sections 9, 10, 11 and 12 hereof) make any change in the Options
which will impair the rights of the Optionee therein, without the consent of the
Optionee.

SECTION 17. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

SECTION 18. CAPTIONS. The captions to the several sections hereof are
not a part of this Plan, but are merely guides or labels to assist in locating
and reading the several sections hereof.

-5-

<PAGE> 1
Exhibit 10 L

WENDY'S INTERNATIONAL, INC.

1982 STOCK OPTION PLAN
(Reflects amendments through February 23, 1994)

SECTION 1. PURPOSE. This 1982 Stock Option Plan (hereinafter referred to
as the "Plan") is intended as a means whereby key employees (hereinafter
referred to as "Employee" or "Employees" and "Optionee" or "Optionees") of
Wendy's International, Inc. (hereinafter referred to as the "Company") or its
subsidiaries (hereinafter referred to as the "Subsidiaries") can each enlarge
his proprietary interest in the Company, thereby encouraging the judgment,
initiative and efforts of the Employees for the successful conduct of the
Company's business.

having been exercised in full, the unpurchased shares with respect thereto shall
again be available for other Options to be granted under the Plan unless the
Plan shall have been terminated.

SECTION 4. SELECTION OF OPTIONEES. The Committee, from time to time,
subject to the terms and provisions of the Plan, may grant Options to any
present and future full-time key employees of the Company and of its present and
future Subsidiaries. In determining the persons to whom Options shall be granted
and the number of shares to be covered by each Option, the Committee may take
into account the nature of the services rendered by such persons, their present
and potential contributions to the success and growth of the Company and its
Subsidiaries, and such other factors as the Committee, in its discretion, shall
deem relevant. Any person who has been granted an Option under a prior stock
option plan of the Company may be granted an additional Option or Options under
the Plan if the Committee shall so determine.

(a) OPTIONEE. Each Option shall state the name of the Optionee.

(c) PURCHASE PRICE. Each Option shall state the Option price, which
shall be not less than one hundred percent (100%) of the fair
market value of the shares covered by such Option on the date of
grant of such Option. See Section 5, Option Price.

(d) PAYMENT. Each Option shall state that the Option price shall be
payable upon the exercise of the Option and may be paid in cash, or
by check in United States Dollars, or by the surrender of a
sufficient number of shares of stock in the Company, based on fair
market value of such shares on the date of exercise. See Section 5.

(e) LENGTH OF OPTION. Each Option shall be granted for a period to be
determined by the Committee but in no event to exceed more than 10
years. However, subject to Sections 9 and 10, each Option shall be
exercisable only during such portion of its term as the Committee
shall determine, and only if the Optionee is employed by the
Company or a Subsidiary of the Company at the time of such
exercise.

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<PAGE> 3

(f) EXERCISE OF OPTION. Each Optionee shall have the right to exercise
his Option in the manner specified in the agreement evidencing the
granting of such Option.

(g) No Option shall be exercisable while there is outstanding any
qualified stock option (as defined in Section 422 of the 1954
Internal Revenue Code), incentive stock option (as defined in
Section 422A of the 1954 Internal Revenue Code), or restricted
stock option (as defined in Section 424 of the 1954 Internal
Revenue Code), which qualified, incentive or restricted stock
option was granted before the granting of such other Option, to the
person to whom such other Option is granted to purchase stock in
the Company or in a company, which, at the time such other Option
is granted, is a parent or subsidiary company (as those terms are
defined in Section 425 of the 1954 Internal Revenue Code) of the
Company or is a predecessor corporation of the Company or of such
parent or subsidiary company. If the outstanding qualified,
incentive or restricted stock options or such other Options granted
to the same Optionee are to purchase stock of the same class in the
same corporation, the immediately preceding sentence shall apply
with respect to an outstanding qualified or restricted stock option
only if the purchase price of such outstanding Option is higher
than the purchase price of such other Option.

This subparagraph 6(g) shall not apply to any grant made after
January 2, 1987.

SECTION 7. METHOD OF EXERCISE OF OPTIONS. Each Option shall be exercised
pursuant to the terms of such Option and pursuant to the terms of the Plan by
giving written notice to the Company at its principal place of business,
accompanied by cash, check, or shares, in payment of the Option price for the
number of shares specified and paid for. The Company shall make delivery of such
shares as soon as possible; provided, however, that if any law or regulation
requires the Company to take action with respect to the shares specified in such
notice before issuance thereof, the date of delivery of such shares shall then
be extended for the period necessary to take such action.

SECTION 10.

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<PAGE> 4

Optionee shall have the right to exercise any rights the Optionee
would otherwise have under this Plan for a period of one year after
the date of the Optionee's death, with exercise to be made as set
forth in Section 7.

(b) EXERCISE UPON RETIREMENT. In the event an Optionee's employment
with the Company and its Subsidiaries is terminated by reason of
the Optionee's retirement, the Optionee shall have the right to
exercise any rights the Optionee would otherwise have under this
Plan for a period of 48 months after the date the Optionee retires
in the case of non-qualified stock options and for a period of
three months after the date the Optionee retires in the case of
Incentive Stock Options, in each case with exercise to be made as
set forth in Section 7. In the event that an Optionee does not
exercise the Optionee's Incentive Stock Options prior to the
expiration of the three-month period after the date the Optionee
retires, such Options shall be treated as non-qualified stock
options upon exercise by the Optionee after such three-month
period. For purposes of this Section 10(b), "retirement" shall mean
termination of employment at or after attaining age 55 with at
least ten (10) years of service (as defined in the Company's
qualified retirement plans), other than by reason of death or
Disability or for cause.

(c) EXERCISE UPON TERMINATION OF EMPLOYMENT IN CONNECTION WITH A
DISPOSITION OF RESTAURANTS. In the event an Optionee's employment
with the Company and its Subsidiaries is terminated without cause
in connection with a disposition of one or more restaurants by the
Company or its Subsidiaries, the Optionee shall have the right to
exercise any rights the Optionee would otherwise have under this
Plan for a period of one year following the Optionee's termination
of employment in the case of non-qualified stock options and for a
period of three months following the Optionee's termination of
employment in the case of Incentive Stock Options, in each case
with exercise to be made as set forth in Section 7.

SECTION 11. INCENTIVE STOCK OPTIONS. Options granted pursuant to this
Plan may include Incentive Stock Options (as defined in Section 422A of the 1954
Internal Revenue Code).

A. Notwithstanding Section 4, above, no Incentive Stock Option shall
be granted to an individual owning stock possessing more than ten
percent (10%) of the total combined voting power of the Company, or
its parent or subsidiary corporations, unless (i) the Option price
at the time such Option is granted is at least one hundred ten
percent (110%) of the fair market value of the shares subject to
the Option, and (ii) such

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<PAGE> 5
Option by its terms is not exercisable after the expiration of five
(5) years from the date such Option is granted.

B. There shall not be granted to an individual, Incentive Stock
options for stock having an aggregate fair market value (determined
as of the time the Options are granted) in excess of $100,000 in
any one calendar year, plus any carryover amount provided for in
this subparagraph. The carryover amount allowed for an individual
shall be one-half of the amount by which $100,000 exceeds the
aggregate fair market value of stock for which Incentive Stock
Options were granted in the prior calendar year. Fair market value
for purposes of this subparagraph shall be determined as of the
time of grant of such Options. (See Section 5.) Such amounts may be
carried over three (3) years. Options granted in any year shall use
all of the $100,000 current year limitation first, and then the
carryover from the earliest year in which carryover arose.

C. With respect to Incentive Stock Options granted on or after January
1, 1987, subsection (B) shall not apply. Instead, with respect to
Incentive Stock Options granted on or after January 1, 1987, the
aggregate fair market value (determined at the time the Option is
granted) of the stock with respect to which Incentive Stock Options
are exercisable for the first time by the individual during any
calendar year (under all such plans of the Company and the
Subsidiaries) shall not exceed $100,000.

SECTION 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event
any dividend upon the Common Shares payable in shares is declared by the
Company, or in case of any subdivision or combination of the outstanding Common
Shares, the aggregate number of Common Shares to be delivered upon exercise of
all Options granted under the Plan shall be increased or decreased
proportionately so that there will be no change in the aggregate purchase price
payable upon the exercise of the Options. In the event of any other
recapitalization or any reorganization, merger, consolidation or any change in
the corporate structure or stock of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate to accurately reflect the terms
of the Options as to the number and kind of shares deliverable upon subsequent
exercising of the Options and in the Option prices under the Options.

SECTION 13. LISTING AND REGISTRATION OF SHARES. If at any time the Board
of Directors shall deem it necessary that listing, registration or qualification
of the shares covered by the Options upon any securities exchange or under any
state or federal law or the consent or the approval of any governmental
regulatory body is necessary or desirable as a condition of or in connection
with the purchase of shares under the Options, the Options may not be exercised
in whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable by the Board.

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<PAGE> 6
transferee has caused his name to be entered as the shareholder of record on the
books of the Company.

SECTION 15. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

SECTION 16. MERGER, CONSOLIDATION, ETC. In the event that the Company is
a party to a plan or agreement for merger or consolidation or reclassification
of its securities or the exchange of its securities for the securities of
another person which has acquired the Company's assets or which is in control
(as defined in Section 360(c) of the Internal Revenue Code of 1954) of a person
which has acquired the Company's assets where the terms of such plan or
agreement are binding upon all shareholders of the Company, except to the extent
that dissenting shareholders may be entitled to relief under Section 1701.85 of
the Ohio Revised Code, then Options granted and outstanding pursuant to the Plan
for more than six months, notwithstanding the date of exercise fixed in the
grant of such Options, shall become immediately exercisable and each Optionee
shall be entitled to receive, upon payment of the amount required for exercise
of each Option, securities or cash consideration, or both, equal to those the
Optionee would have been entitled to receive under such plan or agreement if the
Optionee had already exercised such Option.

SECTION 17. AMENDMENT OR TERMINATION. The Board of Directors may amend
or terminate the Plan at any time, provided that the Board shall not (except as
provided in Sections 9, 10 and 12 hereof) make any change in the Options which
will impair the rights of the Optionee therein, without the consent of the
Optionee.

SECTION 18. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

SECTION 19. CAPTIONS. The captions to the several sections hereof are
not a part of this Plan, but are merely guides or labels to assist in locating
and reading the several sections hereof.

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<PAGE> 1
Exhibit 10 M

WENDY'S INTERNATIONAL, INC.

1984 STOCK OPTION PLAN
(Reflects amendments through February 23, 1994)

SECTION 1. PURPOSE. This 1984 Stock Option Plan (hereinafter referred to
as the "Plan") is intended as a means whereby key employees (hereinafter
referred to as "Employee" or "Employees" and "Optionee" or "Optionees") of
Wendy's International, Inc. (hereinafter referred to as the "Company") or its
subsidiaries (hereinafter referred to as the "Subsidiaries") can each enlarge
his proprietary interest in the Company, thereby encouraging the judgment,
initiative and efforts of the Employees for the successful conduct of the
Company's business.

SECTION 2. ADMINISTRATION OF THE PLAN. The Board of Directors of the
Company shall appoint a Compensation Committee (hereinafter referred to as the
"Committee") of not less than three (3) Directors to administer the Plan. The
members of the Committee shall serve at the pleasure of the Board, which shall
have the power at any time, or from time to time, to remove members from the
Committee or to add members thereto. No member of the Committee, while serving
as such, shall be eligible to participate in the Plan. The Committee shall
construe and interpret the Plan, establish such rules as it deems necessary for
the proper administration of the Plan and make such determinations and take such
other action in connection with the Plan as it deems necessary and advisable. It
shall determine the individuals to whom and the time or times at which Options
shall be granted, the number of shares to be subject to each Option, the Option
price and the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for purposes of the Plan.
Any such construction, interpretation, rule, determination or other action taken
by the Committee pursuant to the Plan shall be binding and conclusive upon the
approval by the Board of Directors.

SECTION 3. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN. Subject to any
adjustment as provided in the Plan, the shares to be offered under the Plan may
be, in whole or in part, authorized but unissued Common Shares of the Company,
or issued Common Shares which shall have been reacquired by the Company and held
by it as treasury shares. The aggregate number of Common Shares to be delivered
upon exercise of all Options granted under the Plan shall not exceed 300,000,
plus the amount of any additional Common Shares which may result from any
<PAGE> 2
share distributions effected after the approval of this Plan by the Board of
Directors of the Company. If any Option granted hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares with respect thereto shall again be available for other Options to be
granted under the Plan unless the Plan shall have been terminated.

SECTION 4. SELECTION OF OPTIONEES. The Committee, from time to time,
subject to the terms and provisions of the Plan, may grant Options to any
present and future full-time key employees of the Company and of its present and
future Subsidiaries. In determining the persons to whom Options shall be granted
and the number of shares to be covered by each Option, the Committee may take
into account the nature of the services rendered by such persons, their present
and potential contributions to the success and growth of the Company and its
Subsidiaries, and such other factors as the Committee, in its discretion, shall
deem relevant. Any person who has been granted an Option under a prior stock
option plan of the Company may be granted an additional Option or Options under
the Plan if the Committee shall so determine.

(a) OPTIONEE. Each Option shall state the name of the Optionee.

(d) PAYMENT. Each Option shall state that the Option price shall be
payable upon the exercise of the Option and may be paid in cash or
by check in United States Dollars, or by the surrender of a
sufficient number of shares of stock in the Company, based on fair
market value of such shares on the date of exercise. See Section 5.

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<PAGE> 3
term as the Committee shall determine, and only if the Optionee is
employed by the Company or a Subsidiary of the Company at the time
of such exercise.

(f) EXERCISE OF OPTION. Each Optionee shall have the right to exercise
his or her Option in the manner specified in the agreement
evidencing granting of such Option.

(g) No Option shall be exercisable while there is outstanding any
qualified stock option (as defined in Section 422 of the Internal
Revenue Code of 1954, as amended (the "Code")), incentive stock
option, (as defined in Section 422A of the Code) or restricted
stock option (as defined in Section 424 of the Code), which
qualified, incentive or restricted stock option was granted before
the granting of such other Option, to the person to whom such other
Option is granted to purchase stock in the Company or in a company,
which, at the time such other Option is granted, is a parent or
subsidiary (as those terms are defined in Section 425 of the Code)
of the Company or is a predecessor corporation of the Company or of
such parent or subsidiary. If the outstanding qualified, incentive
or restricted stock options or such other Options granted to the
same Optionee are to purchase stock of the same class in the same
corporation, the immediately preceding sentence shall apply with
respect to an outstanding qualified or restricted stock option only
if the purchase price of such outstanding Option is higher than the
purchase price of such other Option.

This subparagraph 6(g) shall not apply to any grant made after
January 2, 1987.

SECTION 7. METHOD OF EXERCISE OF OPTIONS. Each Option shall be exercised
pursuant to the terms of such Option and pursuant to the terms of the Plan by
giving written notice to the Company at its principal place of business,
accompanied by cash, check, or shares, in payment of the Option price for the
number of shares specified and paid for. The Company shall make delivery of such
shares as soon as possible; provided, however, that if any law or regulation
requires the Company to take action with respect to the shares specified in such
notice before issuance thereof, the date of delivery of such shares shall then
be extended for the period necessary to take such action.

SECTION 10.

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<PAGE> 4
Optionee shall have the right to exercise any rights the Optionee
would otherwise have under this Plan for a period of one year after
the date of the Optionee's death, with exercise to be made as set
forth in Section 7.

(c) EXERCISE UPON TERMINATION OF EMPLOYMENT IN CONNECTION WITH A
DISPOSITION OF RESTAURANTS. In the event an Optionee's employment
with the Company and its Subsidiaries is terminated without cause
in connection with a disposition of one or more restaurants by the
Company or its Subsidiaries, the Optionee shall have the right to
exercise any rights the Optionee would otherwise have under this
Plan for a period of one year following the Optionee's termination
of employment in the case of non-qualified stock options and for a
period of three months following the Optionee's termination of
employment in the case of Incentive Stock Options, in each case
with exercise to be made as set forth in Section 7.

SECTION 11. INCENTIVE STOCK OPTIONS. Options granted pursuant to this
Plan may include Incentive Stock Options (as defined in Section 422A of the
Code).

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<PAGE> 5
by its terms is not exercisable after the expiration of five (5)
years from the date such Option is granted.

B. There shall not be granted to an individual, Incentive Stock
Options for stock having an aggregate fair market value (determined
as of the time the Options are granted) in excess of $100,000 in
any one calendar year, plus any carryover amount provided for in
this subparagraph. The carryover amount allowed for an individual
shall be one-half of the amount by which $100,000 exceeds the
aggregate fair market value of stock for which Incentive Stock
Options were granted in the prior calendar year. Fair market value
for purposes of this subparagraph shall be determined as of the
time of grant of such Options. (See Section 5.) Such amounts may be
carried over three (3) years. Options granted in any year shall use
all of the $100,000 current year limitation first, and then the
carryover from the earliest year in which carryover arose.

SECTION 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event
any dividend upon the Common Shares payable in shares is declared by the
Company, or in case of any subdivision or combination of the outstanding Common
Shares, the aggregate number of Common Shares to be delivered upon exercise of
all Options granted under the Plan shall be increased or decreased
proportionately so that there will be no change in the aggregate purchase price
payable upon the exercise of the Options. In the event of any other
recapitalization or any reorganization, merger, consolidation or any change in
the corporate structure or stock of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate to accurately reflect the terms
of the Options as to the number and kind of shares deliverable upon subsequent
exercising of the Options and in the Option prices under the Options.

SECTION 13. LISTING AND REGISTRATION OF SHARES. If at any time the Board
of Directors shall deem it necessary that listing, registration or qualification
of the shares covered by the Option upon any securities exchange or under any
state or federal law or the consent or the approval of any governmental
regulatory body is necessary or desirable as a condition of or in connection
with the purchase of shares under the Option, the Option may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable by the Board.

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<PAGE> 6
transferee has caused his name to be entered as the shareholder of record on the
books of the Company.

SECTION 15. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

SECTION 16. MERGER, CONSOLIDATION, ETC. In the event that the Company is
a party to a plan or agreement for merger or consolidation or reclassification
of its securities or the exchange of its securities for the securities of
another person which has acquired the Company's assets or which is in control
(as defined in Section 360(c) of the Code) of a person which has acquired the
Company's assets, where the terms of such plan or agreement are binding upon all
shareholders of the Company, except to the extent that dissenting shareholders
may be entitled to relief under Section 1701.85 of the Ohio Revised Code, then
Options granted and outstanding pursuant to the Plan for more than six (6)
months, notwithstanding the date of exercise fixed in the grant of such Options,
shall become immediately exercisable and each Optionee shall be entitled to
receive, upon payment of the amount required for exercise of each Option,
securities or cash consideration, or both, equal to those the Optionee would
have been entitled to receive under such plan or agreement if the Optionee had
already exercised such Option.

SECTION 18. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

SECTION 19. CAPTIONS. The captions to the several sections hereof are
not a part of this Plan, but are merely guides or labels to assist in locating
and reading the several sections hereof.

-6-

<PAGE> 1
Exhibit 10 N

WENDY'S INTERNATIONAL, INC.

1987 STOCK OPTION PLAN
(Reflects amendments through February 23, 1994)

SECTION 1. PURPOSE. This 1987 Stock Option Plan (hereinafter referred to
as the "Plan") is intended as a means whereby key employees (hereinafter
referred to as "Employee" or "Employees" and "Optionee" or "Optionees") of
Wendy's International, Inc. (hereinafter referred to as the "Company") or its
subsidiaries (hereinafter referred to as the "Subsidiaries") can each enlarge
his proprietary interest in the Company, thereby encouraging the judgment,
initiative and efforts of the Employees for the successful conduct of the
Company's business.

SECTION 2. ADMINISTRATION OF THE PLAN. The Board of Directors of the
Company shall appoint a Compensation Committee (hereinafter referred to as the
"Committee") of not less than three (3) Directors to administer the Plan. The
members of the Committee shall serve at the pleasure of the Board, which shall
have the power at any time, or from time to time, to remove members from the
Committee or to add members thereto. No member of the Committee, while serving
as such, shall be eligible to participate in the Plan. The Committee shall
construe and interpret the Plan, establish such rules as it deems necessary for
the proper administration of the Plan and make such determinations and take such
other action in connection with the Plan as it deems necessary and advisable. It
shall determine the individuals to whom and the time or times at which Options
shall be granted, the number of shares to be subject to each Option, the Option
price and the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for purposes of the Plan.
Any such construction, interpretation, rule, determination or other action taken
by the Committee pursuant to the Plan shall be binding and conclusive upon the
approval by the Board of Directors.

SECTION 4. SELECTION OF OPTIONEES. The Committee, from time to time,
subject to the terms and provisions of the Plan, may grant Options to any
present and future full-time key employees of the Company and of its present and
future Subsidiaries. In determining the persons to whom Options shall be granted
and the number of shares to be covered by each Option, the Committee may take
into account the nature of the services rendered by such persons, their present
and potential contributions to the success and growth of the Company and its
Subsidiaries, and such other factors as the Committee, in its discretion, shall
deem relevant. Any person who has been granted an Option under a prior stock
option plan of the Company may be granted an additional Option or Options under
the Plan if the Committee shall so determine.

(a) OPTIONEE. Each Option shall state the name of the Optionee.

(d) PAYMENT. Each Option shall state that the Option price shall be
payable upon the exercise of the Option and may be paid in cash, by
check in United States Dollars, or by the surrender of a sufficient
number of shares of stock in the Company, based on fair market
value of such shares on the date of exercise. See Section 5.

(e) LENGTH OF OPTION. Each Option shall be granted for a period to be
determined by the Committee but in no event to exceed more than ten
(10) years. However, subject to Sections 9 and 10, each Option
shall be exercisable only during such portion of its

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<PAGE> 3
term as the Committee shall determine, and only if the Optionee is
employed by the Company or a Subsidiary of the Company at the time
of such exercise.

(f) EXERCISE OF OPTION. Each Optionee shall have the right to exercise
his or her Option in the manner specified in the agreement
evidencing granting of such Option.

SECTION 7. METHOD OF EXERCISE OF OPTIONS. Each Option shall be exercised
pursuant to the terms of such Option and pursuant to the terms of the Plan by
giving written notice to the Company at its principal place of business,
accompanied by cash, check, or shares, in payment of the Option price for the
number of shares specified and paid for. The Company shall make delivery of such
shares as soon as possible; provided, however, that if any law or regulation
requires the Company to take action with respect to the shares specified in such
notice before issuance thereof, the date of delivery of such shares shall then
be extended for the period necessary to take such action.

SECTION 10.

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<PAGE> 4
under this Plan for a period of 48 months after the date the
Optionee retires in the case of non-qualified stock options and for
a period of three months after the date the Optionee retires in the
case of Incentive Stock Options, in each case with exercise to be
made as set forth in Section 7. In the event that an Optionee does
not exercise the Optionee's Incentive Stock Options prior to the
expiration of the three-month period after the date the Optionee
retires, such Options shall be treated as non-qualified stock
options upon exercise by the Optionee after such three-month
period. For purposes of this Section 10(b), "retirement" shall mean
termination of employment at or after attaining age 55 with at
least ten (10) years of service (as defined in the Company's
qualified retirement plans), other than by reason of death or
Disability or for cause.

(c) EXERCISE UPON TERMINATION OF EMPLOYMENT IN CONNECTION WITH A
DISPOSITION OF RESTAURANTS. In the event an Optionee's employment
with the Company and its Subsidiaries is terminated without cause
in connection with a disposition of one or more restaurants by the
Company or its Subsidiaries, the Optionee shall have the right to
exercise any rights the Optionee would otherwise have under this
Plan for a period of one year following the Optionee's termination
of employment in the case of non-qualified stock options and for a
period of three months following the Optionee's termination of
employment in the case of Incentive Stock Options, in each case
with exercise to be made as set forth in Section 7.

SECTION 11. INCENTIVE STOCK OPTIONS. Options granted pursuant to this
Plan may include Incentive Stock Options (as defined in Section 422A of the
Internal Revenue Code of 1986, as amended).

Notwithstanding Section 4, above, no Incentive Stock Option shall be
granted to an individual owning stock possessing more than ten percent (10%) of
the total combined voting power of the Company, or its parent or subsidiary
corporations, unless (i) the Option price at the time such Option is granted is
at least one hundred ten percent (110%) of the fair market value of the shares
subject to the Option, and (ii) such Option by its terms is not exercisable
after the expiration of five (5) years from the date such Option is granted.
Further, the aggregate fair market value (determined at the time the Option is
granted) of the Common Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all such plans of the Company and its Subsidiaries) shall not exceed $100,000.

SECTION 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event
any dividend upon the Common Shares payable in shares is declared by the
Company, or in case of any subdivision or combination of the outstanding Common
Shares, the aggregate number of Common Shares to be delivered upon exercise of
all Options granted under the Plan shall be increased or decreased
proportionately so that there will be no change in the aggregate purchase price
payable upon the exercise of the Options. In the event of any other
recapitalization or any reorganization, merger, consolidation or any change in
the corporate structure or stock of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate to reflect accurately the terms
of the Options as to the number and kind of shares deliverable upon subsequent
exercising of the Options and in the Option prices under the Options.

-4-
<PAGE> 5

SECTION 13. LISTING AND REGISTRATION OF SHARES. If at any time the Board
of Directors shall deem it necessary that listing, registration or qualification
of the shares covered by the Option upon any securities exchange or under any
state or federal law or the consent or the approval of any governmental
regulatory body is necessary or desirable as a condition of or in connection
with the purchase of shares under the Option, the Option may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable by the Board.

SECTION 15. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

SECTION 16. MERGER, CONSOLIDATION, ETC. In the event that the Company is
a party to a plan or agreement for merger or consolidation or reclassification
of its securities or the exchange of its securities for the securities of
another person which has acquired the Company's assets or which is in control
(as defined in Section 368(c) of the Code) of a person which has acquired the
Company's assets, where the terms of such plan or agreement are binding upon all
shareholders of the Company, except to the extent that dissenting shareholders
may be entitled to relief under Section 1701.85 of the Ohio Revised Code, then
Options granted and outstanding pursuant to the Plan for more than six (6)
months, notwithstanding the date of exercise fixed in the grant of such Options,
shall become immediately exercisable and each Optionee shall be entitled to
receive, upon payment of the amount required for exercise of each Option,
securities or cash consideration, or both, equal to those the Optionee would
have been entitled to receive under such plan or agreement if the Optionee had
already exercised such Option.

SECTION 18. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

SECTION 19. CAPTIONS. The captions to the several sections hereof are
not a part of this Plan, but are merely guides or labels to assist in locating
and reading the several sections hereof.

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<PAGE> 1
<TABLE>
WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT

<CAPTION>
JURISDICTION
OF INCORPORATION OR
ORGANIZATION
SUBSIDIARY COUNTRY STATE

<S> <C> <C>
Wendy's Old Fashioned Hamburgers of New York, Inc. U.S. Ohio
Wendy's Capital Corporation U.S. Virginia
Wendy Restaurant, Inc. U.S. Delaware
Wendy's of Denver, Inc. U.S. Colorado
The New Bakery Co. of Ohio, Inc. U.S. Ohio
Delavest, Inc. U.S. Delaware
Wentexas, Inc. U.S. Texas
Restaurant Finance Corporation U.S. Ohio
Wendy's Restaurants of Canada Inc. Canada
Wendy's of N.E. Florida, Inc. U.S. Florida
Wendy's Old Fashioned Hamburger Restaurants Pty. Ltd. Australia
Wendy's Restaurants (NZ) Limited New Zealand
Wendcreek Venture U.S. Florida
M & W (U.K.) Limited United Kingdom
WendServe (Korea), Inc. U.S. Delaware
Wendy's Restaurants (Ireland) Limited Ireland
WendServe, Inc. U.S. Delaware
Wenark, Inc. U.S. Florida
Wendy's Limited United Kingdom
Wentim, LTD Canada
Delcan, Inc. U.S. Delaware
Delcan Finance No. 1, Inc. Canada
Delcan Finance No. 2, Inc. Canada
Delcan Finance No. 3, Inc. Canada
Delcan Finance No. 4, Inc. Canada
Alberta (Delaware) Inc. U.S. Delaware
Tim Donut U.S. Limited, Inc. U.S. Florida
T.H.D. Donut (Delaware), Inc. U.S. Delaware
The TDL Group Ltd. Canada
Barhav Developments Limited Canada
TIMWEN Partnership Canada
Markdel, Inc. U.S. Delaware
Findel Corp. U.S. Delaware
Domark Investments, Inc. U.S. Delaware
Wendy's Financing I U.S. Delaware
THD Nevada, Inc. U.S. Nevada
The THD Group U.S. Ohio
The TDL Group Canada
The TDL Group No. 2 Canada
The TDL Group Co. Canada
THD RE No. 1 Co. Canada
TH N.S. Finance No. 1 Co. Canada
3020376 Nova Scotia Company Canada
TH N.S. Finance No. 2 Co. Canada
BDJ 71112, LLC U.S. Ohio
Wendy's Old Fashioned Hamburgers of Guam, L.L.C Guam
Wendy's de Argentina S.R.L Argentina
Wen-co S.A Argentina
Ranew Development Ltd. Bahamas
</TABLE>

<PAGE> 1
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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed, Leon M. McCorkle, Jr. and Lawrence A. Laudick 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 Form 10-K, 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.